With Our Primary mission to incessantly fulfill your every inspiration, along with attentive professionals who give their best effort to serve clients, Driving Every Possibility is our belife at Kiatnakin Bank.
Contents Introduction Vision and Mission....................................................................................................................................................................... 10 Awards and Commendations....................................................................................................................................................... 12 Financial Highlights...................................................................................................................................................................... 14 Report from the Board of Directors.............................................................................................................................................. 16 Board of Directors........................................................................................................................................................................ 20 Executive Committee................................................................................................................................................................... 22 Report on the Social Responsibility, Community, and Environment . ......................................................................................... 24 The Human Development & National Development with Kiatanakin Project . ......................................................................... 26
Kiatnakin Group
33 Business Operations.................................................................................................................................................................... 34 Risk Management and Risk Factors............................................................................................................................................ 56 Management Discussion and Analysis........................................................................................................................................ 70 Corporate Governance 84 Report of the Audit Committee...................................................................................................................................................101 Report of the Nomination and Remuneration Committee..........................................................................................................103 Report of the Compliance and Governance Committee............................................................................................................104 Major Shareholders....................................................................................................................................................................106 Management Structure...............................................................................................................................................................107 Dividend Policy..........................................................................................................................................................................126 Factors Affecting Investment Decisions.....................................................................................................................................127 Financial Reports Report on Accountability of the Board of Directors for the Financial Statements......................................................................132 Report of the Independent Certified Public Accountants..........................................................................................................133 Financial Statements and Notes to the Financial Statements....................................................................................................134
Other Information Details of the Board of Directors, Management and Controlling Persons................................................................................ 232 Directorship of Directors and Executives in Subsidiaries, Associated and Related Companies..............................................240 Details of Directors of Subsidiaries............................................................................................................................................247 General Information....................................................................................................................................................................248 Capital Structure........................................................................................................................................................................249 Branch Offices............................................................................................................................................................................254 Summary of Specified Items per Form 56-2 . ............................................................................................................................260
Customers’ success is our mission Our professionals profoundly understand customers’drivebusiness every business idea possible and are enthusiastic to We determine to build sustainable growth and stability of customers’ business and help them achieve sustainable business growth
Business run perfectly to achieve targets
With our business expertise align with good corporate governance lead customer to place trust in Kiatnakin Bank as their business partner We support every financial idea
to make it possible
Make Valuable investment and Fulfill financial needs to make every idea possible
Kiatnakin Bank is determined with integrated financial products & services that meet customers’ needs our dedication to provide meticulous advisory will bring return on investment throughout the economic cycle to customers
th
41 Year of Determination Driving Every Possibility 1971
Kaitnakin Finance and Securities Company Limited established with the initial authorized Share capital of Baht 10 million.
1982
Became Broker No. 19 on the Stock Exchange of Thailand.
1988
Lised on the Stock Exchange of Thailand.
1973
1997
Awarded License to operate in finance and securities.
1993
Became a Public Limited Company.
8
KIATNAKIN BANK
Annual Report 2011
Together with 57 other financial institutions was force to temporarity suspend operations due to economic crisis.
1998
Granted permission by the Ministry of Finance to resume business.
2008
2005
Granted permission by the Ministry of Financial to establish a commercial bank and officially operate.
2004
Received an upgrade in credit rating from BBB+ to A- by Tris Company Limited.
One of 22 companies from 448 listed companies that awarded a “Exellent� rating for corporate governance from the Thai Institute of Directors (IOD)
2007
Received Best Shareholder Treatment Award from Thailand Securities Depository Company Limited (TSD)
Nowadays
Kaitnakin Bank Public Company Limited provides full range of services for financial and investment activities, as well as of-
fers excellent products and services to support the success of every clients.
9
Vision
To be recognized as the bank that stands for customers’ success and builds a sustainable community
10
KIATNAKIN BANK
Annual Report 2011
Mission 1. To provide a complete and expert service and to enhance customers’ potential for a sustainable achievement. 2. To operate under corporate governance in concern of the best outcome for all stakeholders.
Organizational Value Expertise Result Orientation Self Motivation Trustworthiness Entrepreneurship Integrity Accountability
11
Awards of Success:
A- Credit Rating By TRIS Rating Co., Ltd. The Bank and its debentures were rated A- with positive outlook by TRIS Rating Co., Ltd.
Bank of the Year 2011 Kiatnakin Bank is ranked in the 3rd place for Bank of the Year 2011 by the Money & Banking Magazine. The award is presented to the Bank based on the financial ratio in which it ranked first in three criteria which are its Return on Assets (ROA), Return on Equity (ROE), and Dividend Yield.
12
KIATNAKIN BANK
Annual Report 2011
SET Awards 2011 The Bank was granted with the 2011 SET Award of Honor for the top corporate governance report and this is its second consecutive year. The award is presented to listed companies which are outstanding in reporting in compliance with the corporate governance principles. The award is a collaboration between the SET and Money & Banking Magazine.
“Excellent Level” Quality (Five Stars) The Bank was awarded the “excellent level” quality (Five Stars) for the 2011 annual corporate governance assessment for Thai listed companies by the Thai Institute of Directors (IOD), the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), and has enjoyed this top rank for four consecutive years.
Excellent and Recognized as a Good Example The Bank received “excellent” level, and is remarked by the Thai Investors Association to be recognized as one of the best examples for the quality of its 2011 Annual General Meeting of the Shareholders. The Bank was granted this award for the third consecutive year.
13
Financial Highlights Baht : Million
The Consolidated Financial Statements Financial Position Investment in receivables (net) Loans (net Deferred revenue) Allowance for doubtful accounts & troubled debt restructuring Total assets Deposits Debt issued and borrowings Total liabilities Total equity Comprehensive Income Net interest income Fees and services income (net) Gain from sale of foreclosed assets Total operating income Total operating expenses Impairment loss of loans and debt securities Profit from operating before income tax expenses Net profit (attributable to equity holder of the Bank) Financial Ratio Return on average equity Return on average assets Loan spread Loan to deposit and borrowing NPL to total loans Loan loss reserve to NPL Cost to income ratio Capital Adequacy Ratio Branches and Employees Branches Employees KK Share Information Share pric - High (Baht) - Low (Baht) - Close (Baht) - Average (Baht) No. of share outstanding (1'000 shares) Market Capitalization (Baht million) EPS - Basic (Baht) - Diluted (Baht) PE ratio (time) PBV ratio (time) Book Value per share (Baht) Dividend per share (Baht) Dividend payout (%) Dividend yield (%) Credit ratings by TRIS Rating Co., Ltd. Company rating Rating Outlook
2009
2010
2011
4,523 86,560 (3,796) 127,414 76,109 26,064 109,468 17,946
6,700 106,973 (4,235) 141,900 75,931 35,308 120,989 20,911
5,292 135,303 (5,120) 189,327 69,040 86,013 165,731 23,595
5,051 855 692 6,805 2,967 740 3,097 2,229
5,826 1,152 1,483 9,075 4,525 470 4,080 2,840
6,476 1,419 1,245 9,530 4,831 1,278 3,421 2,859
12.7 1.8 4.6 84.7 6.3 69.7 43.7 16.3
14.7 2.1 5.1 96.2 4.6 85.1 49.1/1 15.2
13.0 1.7 4.3 87.3 3.5 108.0 51.9 15.4
45 2,851
62 3,365
72 3,664
28.25 9.80 25.50 19.87 523,152 13,340 4.26 4.26 5.99 0.74 34.30 2.00 48.0 6.86
41.75 23.50 39.00 34.56 565,826 22,067 5.20 4.97 7.85 1.07 36.53 2.40 50.8 6.15
39.50 25.75 32.00 33.27 634,329 20,299 4.52 4.50 7.11 0.87 36.60 2.40/2 53.3 7.50
AStable
AStable
APositve
/1 Cost to income ratio was 42.7% if excluding loss from the breach of contract in property auction in operating expenses. /2 2011 dividend payment at the rate of Baht 2.40 per ordinary share, the interim dividend of Baht 1.00 per ordinary share was paid on September 23, 2011, while the remaining Baht 1.40 per ordinary share will be proposed to the meeting of the ordinary shareholders on April 26, 2012
14
KIATNAKIN BANK
Annual Report 2011
Financial Highlights
33.4
189,327
(%)
20
15.4
15.2
15 10
22,285
18,829
16,883
10,000
5
5,000 0
2009
2010
REGULATORY CAPITAL
BRANCHES AND EMPLOYEES 62
72
3,664
45
2009
2010
2011
EMPLOYEES
BRANCHES
2009
2010
14.7
3,000
80 70 60 50 40 30 20 10 0
0
(%)
13.0
12.7
2,500
10
LOAN GROWTH
2,000
15 10
1,500 1,000
2009
2010
2011
5
500 0
NET PROFIT (THE BANK)
(BRANCHES)
2011
NET PROFIT
(BAHT MILLION)
CAPITAL ADEQUACY RATIO
3,365
4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0
0
2011
2,851
(EMPLOYEES)
0
15 5
7.4
LOANS (NET DEFERRED REVENUE)
20,000 15,000
40,000
2,859
25,000
80,000
ASSETS GROWTH
CAPITAL ADEQUACY RATIO 16.3
20
ASSET QUALITY
(BAHT MILLION)
8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0
0
RETURN ON AVERAGE EQUITY
(%)
10 8
6.3 4.6
NPL
6 3.5
4 2
4,742
30,000
2011
30 25
2,840
2010
120,000
4,974
2009 TOTAL ASSETS
(BAHT MILLION)
141,900 11.4
26.5
23.6
2,229
0
11.1
(%)
160,000
5,449
50,000
127,414
150,000 100,000
40 35 30 25 20 15 10 5 0
135,303
200,000
LOANS
(BAHT MILLION)
106,973
(%)
86,560
TOTAL ASSETS
(BAHT MILLION)
2009
2010
2011
0
NPL TO TOTAL LOANS
15
16
KIATNAKIN BANK
Annual Report 2011
Message from the Board of Directors At Kiatnakin, we provide an integrated range of specialized Professional services and pledge to foster the principles of Good Corporate Governance as well as the social responsibility.
2011 was another eventful year which had great impact on the Thai economy. Towards the end of the past year, severe flooding spread through many provinces and disrupted the continual economic growth. The Thai flood disaster also affected the international manufacturing supply chains particularly of the automobile production, and the electronics and electronic component industry as Thailand is a key production base for those industries. Risk factors effected the global aspect such as the fragile economic recovery of the United States that has been burdened with high public debt, the European Union sovereign debt crisis that intensified and posed widespread downside effects to other economies namely China, India, Russia, Brazil, and ASEAN countries, and the Japan earthquake and tsunami that took place in March 2011. All of these circumstances and their impacts clearly reflected undeniable linkages among global economies, ASEAN countries and Thailand. Kiatnakin Group prescribed various measures to assure our support to flood victims which include both our clients and our employees as well as our society. We organized a relief program for people called “KK comes together to help flood victims scheme” for flood victims in the flood disaster zones. Despite the fact that in 2011 the overall Thai economy was severely affected by the flood disaster, and thus recorded a meager result in 0.1% growth, our Kiatnakin Group’s performance for the year remained resilient with continual success in the robust loan growth of 26.5% that accelerated the earlier planned target. The significant growth in the past year’s credit expansion came mainly from our hire-purchase which grew 31.2%. Total assets expanded 33.4% to Baht 189,327 million, and recorded a net profit of Baht 2,859 million. In addition, our Group also well preserved the asset quality, as evidenced by a continued reduction in the NPL ratio to 3.5%. Our precaution in conducting business led us to carefully set the loan loss reserve at a level which is high enough to adequately support impacts caused by the past year’s flood incident, which directly or in some cases indirectly impacted our clients. Thus, our reserve coverage ratio for the year rose to 108.0% which was close to the industry average for the banking sector. We also maintain a high level of capital adequacy with the capital to risk assets, as at the end of 2011, of 15.40%.
17
As a consequence of the continued expansion in our business and our recognition in the importance of wealth management business, the Bank successfully acquired 60% of shares of the Siam City Asset Management Co., Ltd in July 2011 and changed its name to the Kiatnakin Fund Management Co., Ltd. (“KK-FUND”). In order to enhance efficiency in work-related cooperation among different entities within the Kiatnakin Group, we have reorganized our corporate structure and work process by separating our main business lines to cover Retail Banking, Corporate Lending, Debt Restructuring, and Wealth Management. The wealth management cooperatively worked with in Kiatnakin Group namely Kiatnakin Securities Co., Ltd, and Kiatnakin Fund Management Co., Ltd. In addition the Group also centralized its support functions to assure harmonized direction and cooperation in the management of the Group’s activities. Kiatnakin Group has upgraded its risk roadmap to underpin the standard of its Internal Rating Based (IRB) process, via the application of risk models and credit scorings, and the improvement of its operational risk management system. These actions are aimed at stepping up the efficiency of its control measures as well as to ensure its capability to appropriately and timely react to possible incurred risks. The upgrade process which shall make our risk management system be fully on a par with the internationally accepted standards is expected to be completed in 2012. On corporate governance, the Bank made some changes in its top management posts around the beginning of 2011. Our Board of Directors appointed Mr. Supol Wattanavekin as the Chairman of the Board of Directors and Mr. Tawatchai Sudtikitpisan as the Chief Executive Officer and the President. Two other committees; the Compliance and Governance Committee and the Main Credit and Foreclosed Property Committee were additionally established in January 2011. Another success of the Bank in 2011 regarding the Good Corporate Governance was the achievement of “Top Corporate Governance Report Awards” presented by the Stock Exchange of Thailand and Money & Banking Magazine, which the Bank has received in these two consecutive years. The award is such an honour established to reward listed companies in the capital market that has a remarkable disclosure of their Good Corporate Governance. The intensified competitions within the banking sector during the year can be observed by the increasing numbers of mergers and acquisitions within the industry, among similar and closely related businesses. These moves aim to embrace the financial services liberalization and the preparation for the single market concept of the ASEAN Economic Community (AEC) by 2015. As for the Kiatnakin Group, we concluded a merger plan between the Kiatnakin Bank Plc. and the Phatra Capital Plc, accordingly the Memorandum of Agreement on the Merger was signed on December 9, 2011, followed by the resolution of the Bank’s Board of Directors on February 27, 2012 which authorized the Bank to enter into the relevant agreements on the share purchase for such merger.
18
KIATNAKIN BANK
Annual Report 2011
The decision to merge resulted from the Bank’s intention to strengthen its competitiveness and to create added value from business innovations and mutual benefits of resources sharing among the two corporations in aspects such as management and teamwork experiences, business strength, and market edge in the “Specialized Commercial and Investment Bank” segments. However, the success of these merging attempts, which are expected to be finalized in the third quarter of 2012, depends more on the shareholders’ support, and relevant authorization from government authorities. Looking ahead into our future, we, Kiatnakin Group remains committed to following the growth path of our specialized field of business and to fulfill our vision of “To be recognized as the bank that stands for customer’s success and builds a sustainable community”. We provide an integrated range of specialized professional services and pledge to foster the principles of good corporate governance. 2012 shall be a year of no less challenge than its prior year, the domestic economy is still in a state of recovery from the past year’s disastrous floods and the global economic recovery remains fragile whilst coping with the rising oil price trend. Nevertheless, many supportive government assistances such as the emergency plans for economic rehabilitation, credit stimulation measures, income tax reduction, and others public relief measures, represent positive factors that shall promote consumption and investment and enhance business growth. These factors will also support the continual growth and expansion of the Group’s business activities. Finally, we, Kiatnakin Group, would like to express our gratitude to all our shareholders, customers, and business alliances for their constant support and consistent confidence. We also would like to thank our management and staff whose dedication has made us a proud bank that can truly prove to be “To be recognized as the bank that stands for customer’s success and builds a sustainable community”.
Kiatnakin Group remains committed to following
the growth path of our specialized field of business and to fulfill our vision of “To be recognized as the bank that stands for customer’s success and builds a sustainable community”.
(Mr.Supol Wattanavekin) Chairman of the Board of Directors
(Mr.Tawatchai Sudtikitpisan) Chief Executive Officer and President
19
Board of Directors
1. Mr.Supol Wattanavekin
Chairman of the Board of Directors and Chairman of the Risk Management Committee
2. Mr.Pichai Dachanapirom
Independent Director and Chairman of the Audit Committee
3. Assoc. Prof. Manop Bongsadadt
Independent Director, Chairman of the Nomination and Remuneration Committee and Member of the Audit Committee
4. Mr.Chet Pattrakornkul
Independent Director, Chairman of the Compliance and Governance Committee, Member of the Audit Committee and Member of the Nomination and Remuneration Committee
5. Mr.Pravit Varutbangkul
Independent Director, Member of the Audit Committee and Member of the Compliance and Governance Committee
20
KIATNAKIN BANK
Annual Report 2011
6. Mr.Suraphol Kulsiri
Director, Member of the Nomination and Remuneration Committee and Member of the Main Credit and Foreclosed Property Committee
7. Mr.Tanin Chirasoonton
Director and Member of the Compliance and Governance Committee
8. Mr.Tawatchai Sudtikitpisan
Director, Chief Executive Officer and President, Chairman of the Main Credit and Foreclosed Property Committee, Member of the Excutive Committee and Member of the Risk Management Committee
9. Mr.Pracha Chumnarnkitkosol
Director, Member of the Executive Committee, Member of the Risk Management Committee and Member of the Main Credit and Foreclosed Property Committee
10. Miss Thitinan Wattanavekin
Director, Head of Wealth Management, Member of the Executive Committee and Member of the Risk Management Committee
21
Management Team
1. Mr.Tawatchai Sudtikitpisan
Chief Executive Officer and President, Chairman of the Main Credit and Foreclosed Property Committee, Director and Member of the Risk Management Committee
2. Mr.Pracha Chumnarnkitkosol
Director, Member of the Risk Management Committee and Member of the Main Credit and Foreclosed Property Committee
3. Miss Thitinan Wattanavekin
Head of Wealth Management, Director and Member of the Risk Management Committee
4. Mr.Sarawut Charuchinda
Head of Debt Restructuring, Member of the Risk Management Committee and Member of the Main Credit and Foreclosed Property Committee
5. Mr.Patom Amorndechawat
Head of Operations and Member of the Risk Management Committee
6. Mr.Chavalit Chindavanig
Head of Finance & Budgeting, Head of Strategy and Organization Development and Member of the Risk Management Committee
22
KIATNAKIN BANK
Annual Report 2011
7. Miss Nujaree Sithasrivong Head of Human Resources(1)
8. Mr.Siri Senajak
Head of Retail Banking(2)
9. Mrs.Piradee Chongsiriwanchai
Executive Vice President, Wealth Management CRM Department, Wealth Management
10. Mr.Somkiat Pongjunyakul
Executive Vice President, Office of Directors
11. Mr.Verasak Tantinikorn
Executive Vice President, Region Selling Office – Eastern & Southern Region, Distribution
12. Mr.Sathit Bovornsantisuth
Executive Vice President, HR Strategic Planning Department, Human Resources(3) 13. Mrs.Suwannee Wattanavekin Executive Vice President, Asset Management Department, Debt Restructuring
(1) and (2) Appointed as Head Of Human Resources and Head of Retail Banking with effective on January 25, 2011 (3) Appointed as Executive Vice President, HR Strategic Planning Department, Human Resources with effective on March 1, 2012
23
Report on the Social Responsibility, Community, and Environment The Kiatnakin Bank affirms its commitment to fostering the progress of the societies in which it operates. In response to the ideological foundation upon which it is built, the Bank thus establishes its vision of “To be recognized as the bank that stands for customers’ success and builds a sustainable community”, and abides to the principles of good corporate governance in conducting its businesses. To foster sustainable social development, the Bank consistently supports and participates in various social activities, particularly in three main approaches namely education, moral and social development, and emergency relief and social welfare. In the past year the Bank engaged in the following aspects of short-term and long-term programs:
Business Operations
- Promoted equitable financial opportunities to the general public: The Bank expanded its branch network to locations where the public has limited access to needed financial institutions. In the past year, it expanded its branch services to 8 additional medium and small sized provinces. - Established Private Banking Department to provide investment and advisory services to individual clients: The Bank intends to provide preferred investment choices that suit the needs of its high net worth clients with large sums of savings, and allows them to properly diversify and manage their investment risks. - Assisted clients who were impacted by the past year flood incident: The Bank assisted its retail clients who were impacted by the past year’s flood incident by waiving its interest charges for that period of 3-6 months. This cost the Bank with an approximate income loss of Baht 253 million. In addition, it also offered assistance to its corporate clients in financial restructuring, additional credit lines, interest rate reduction, and specialist guidance on business improvement.
Management
- Established the Compliance and Governance Committee: The Committee provides a governance framework and supervises the Bank on compliance and fair practices. It ensures the Bank’s high standards of business conduct and thus assures confidence among all relevant parties of the Bank’s accountability and trustworthiness. The Bank also organizes the “Care & Trust” Project to promote the employee spirit at work and encourage them to be highly attentive towards customers and related parties. - Recognition for management improvement in all aspects: The Bank received the following recognitions for its management improvement: • Awarded the “excellent level” quality (Five Stars) for the 2011 annual corporate governance assessment for Thai listed companies by the Thai Institute of Directors (IOD), the Securities and Exchange Commission of Thailand (SEC), and the Stock Exchange of Thailand (SET), and has enjoyed this top rank for four consecutive years from 2008 to 2011. • Enjoyed “excellent” level, and is remarked by the Thai Investors Association to be recognized as one of the best examples for the quality of its 2011 Annual General Meeting of the Shareholders. • Bestowed the 2011 SET Award of Honor for the top corporate governance report granted by the Stock Exchange of Thailand (SET) in collaboration with Money & Banking Magazine.
24
KIATNAKIN BANK
Annual Report 2011
Social Activities
Education - Provided scholarships together with the Kiatruammit Education Foundation: The Bank offers better educational opportunities for students, by providing 300 scholarships for classes ranging from kindergarten to high school levels. - Kiatnakin Responsibility Scholarships: The Bank in collaboration with Chulalongkorn University, Thammasat University, and the Metropolitan Police Bureau consistently provide 91 scholarships for undergraduate students. These scholarships are offered unconditionally, without obligation, and with no payback criteria. - Organized workshops on financial discipline: The Bank held 20 workshops for the educational benefits of underprivileged people, college students, customers and their family members, and the general public, on aspects such as financial discipline, investments most suited to current economic conditions, and business management for specific segments. - Cosponsored a business plan competition with Sasin Graduate Institute of Business Administration of Chulalongkorn University (Sasin): The Bank cosponsored a competition in English known as “The mai Bangkok Business Challenge @ Sasin 2011”, with the intent to promote the knowledge on preparation of business plan, to create a new generation of entrepreneurs, and to encourage them in their search for business funding sources. - Collaborated with the World Vision Foundation of Thailand in the “Children Bicycle Project”: The Bank in collaboration with the World Vision Foundation of Thailand gave out bicycles to be used to lend to 626 students in provincial areas, whose schools are situated far from their residences in order that they can bike to school. Moral and Social Development - Cosponsored meditation programs for the “Spiritual Development for Cultivation of Wisdom and Peace”: The Bank collaborated with The Young Buddhists Association of Thailand in organizing meditation programs for spiritual development, for enhancing wisdom and peace. The programs which involved 4,349 participants also encouraged the application of Buddhist doctrines in daily life. Emergency Relief and Social Welfare - Organized relief activities for flood victims: The Bank was involved in the following flood relief efforts: • Donated money via various charitable organizations such as the Thai Red Cross, the Thai Listed Companies Association, the Flood Relief Operation Center (FROC), the Arsom Silp Institute of Arts, Srinakharinwirot University, etc. • Participated with various relief agencies in activities such as a blood donation session, preparation of “Effective Microorganism” mud balls; known as EM Balls, distribution of relief kits and “floating toilets” in the flood affected areas, and renovation and restoration work for flood impacted communities around the Bank’s branches. • Opened a charity bank account called “Klang Ruam Jai Chuay Phu Prasob Phai Nam Thuam” to receive public donations on behalf of the Ministry of Finance. • Prepared a booklet named “KK Care: Rehabilitation after the Floods) to be distributed to staff, customers and flood victims.
Kiatnakin Bank commits to conduct business with responsibility, ethical standard, good corporate governance, and concerns for long-term benefits of all stakeholders. The Banks fosters the concept of constantly helping others to jointly build a sustainable society. (Mr. Supol Wattanavekin) Chairman of the Board of Directors
25
People Development for National Development with Kiatnakin Projects (1) Education “Wherever we a will always be a re our Kiatanakin Group which we opera part of the communities in te their progress to and will assist them in development. W wards a sustainable successful, it needhen a business becomes s to be m with other peop ore generous le.” Inspirational mot to of Mr. the Founder of Kiat Wattanavekin, Kiatnakin Bank
• Scholarship programs offered in collaboration with the Kiatruammit Education Foundation:
Since 1971, the Bank has consistently offered better educational opportunities for needy students in classes nationwide, ranging from kindergarten to high school levels, by providing scholarships, building schools, and donating educational materials and supplies. In 2011, there were 300 students who received scholarships from this program.
Impression towards Kiatnakin
“I have received the Kiatnakin scholarship for four consecutive years. This scholarship greatly eases my family’s financial burden and supports me with textbook purchases, educational material requirements, and tuition fees. I would like to thank the Kiatruammit Education Foundation and the Kiatnakin Bank for their continued support which has made it possible for me to consider pursuing my bachelor’s degree in Humanity Sciences. ” Mr. Yothin Plungpleng , a scholarship student studying in Mattayom 6 (Math-English) at the Nong Chok Pitthayanusorn School
• Kiatnakin Responsibility Scholarships (continuing education opportunity for bachelor’s degree) The Bank, in collaboration with Chulalongkorn University, Thammasat University, and the Metropolitan Police Bureau, provide scholarships for continuing education opportunities in bachelor degree programs for students at Chulalongkorn University and Thammasat University, children of the Bank’s employees, and children of the metropolitan police who have good ethical behavior, have volunteer spirits for public charity, and produce good educational results. These scholarships are offered without obligation and with no payback criteria after graduation. Up to the present there are 91 students in this program. The total estimated scholarship budget for the six year period of 2008 -2013 is Baht 18.5 million.
Impression towards Kiatnakin
“On behalf of Thammasat University, we would like to thank the Kiatnakin Bank for its support in providing scholarships for continuing education opportunity for bachelor’s degree for Thammasat University students since 2008. There are 38 scholarships provided for so far. This kindness provides educational opportunities to our students who can be deemed as valuable human “capital” of the country and will be the future force for our national development. In the present society, there exists an increased economic gap; assistances for the private sector such as the Bank’s in providing needed opportunities shall help mitigate social inequality. Thammasat University continually reminds its students of the importance of helping society and giving to society” Associate Professor Dr. Parinya Thewanarumitkul, The Vice Rector of Student Affairs, Thammasat University
26
KIATNAKIN BANK
Annual Report 2011
Number of the “Kiatnakin Responsibility Scholarships” Recipients Year
2008 2009 2010 2011 Total
No. of first-time No. of multi-year scholarship scholarship recipients recipients
32 33 34 -
30 57 91 91
Impression towards Kiatanakin
“The Kiatnakin Responsibility Scholarships help reaffirm our Rector’s policy which is to ensure that no student shall be forced to drop out from his or her study program at Chulalongkorn University due to financial difficulties. These scholarships are considered a grade “A” scholarships because of their 4-year continual support with no obligations attached. Students can concentrate on their studies with no financial concerns. These scholarships are available for students in both the Thai and English programs, and encourage its scholarship recipients to participate in social activities, thus fostering students’ knowledge and ethical morals.”
Associate Professor Dr. Tanit Thongtong Vice Rector, Chulalongkorn University
• KK Financial Discipline Workshop The Bank collaborates with the Thailand Securities Institute (TSI) in organizing KK Financial Discipline workshops to promote financial awareness and financial discipline among university students before they start on their careers. The workshops are run by the Bank employees that have already completed their training with TSI, known as the “KK Financial Responsibility Ambassadors”. The Bank also organized the following activities to promote financial awareness, as well as knowledge on savings and investments, for its customers, employees, underprivileged youth and the general public: - Launched the “KK RE New-Gen Program” to develop a new generation of real estate entrepreneurs. - Provided appropriate financial recommendations/ advice to the Bank’s clients. - Organized seminars on money management and investments for customers, university students, and the general public. - Organized the “KK Young Leadership Camp” on the topic of 7 habits for the customer’s children. - Arranged the “CARE Program” to provide advice on money management, saving, and investment for the Bank’s employees. - Disseminated financial knowledge to employees via the intranet under the “KK Knowledge Management Program”. - Published articles under the column “Confidence in Money Management with KK” which is published in the Post Today newspaper every Monday.
27
• The mai Bangkok Business Challenge @ Sasin For 10 years, the Bank continues to cosponsor an English business plan competition, held by Sasin Graduate Institute of Business Administration of Chulalongkorn University (Sasin) and Market for Alternative Investment (mai). The international competition challenges graduate students in business administration to apply their thinking and brainstorm their ideas for business plan proposals. It also fosters skill and knowledge required for business plan preparation which will create a new generation of business entrepreneurs. • Bicycles for Youngsters Since 2002, the Bank, in collaboration with the World Vision Foundation of Thailand, has distributed bicycles to schools in remote areas. The schools have lent these bicycles to their students in order that they can commute to school. Up to now, there are approximately 3,200 students from schools in 16 provinces borrowing bicycles from the program. In 2011, the Bank gave out 263 bicycles to students in 10 provinces where the Bank opened its new branches.
(2) Moral and Social Development • Spiritual Development for Cultivation of Wisdom and Peace Since 1994, the Bank, in collaboration with the Young Buddhists Association of Thailand, organized meditation programs of spiritual development for enhancing wisdom and peace. The programs are offered to executives, employees, customers, and the general public.
Impression towards Kiatanakin
“The Spiritual Development for Cultivation of Wisdom and Peace Project, is a collaboration program between Kiatnakin Bank and the Young Buddhists Association of Thailand, originated by the Bank’s executives who had participated in our meditation program and would like others to benefit from the Dhamma of the Buddha. This meditation program is offered to the Bank’s employees, customers, and the general public. Since its conception, more than 30,000 people have participated in this program. Kiatnakin Bank can be considered as Anathapindika and Visakha in the Buddhist Era who built temples, donated money, and upheld Buddhism.”
Ajarn Chatchai Sutjaritkul Director, the Young Buddhists Association of Thailand, under Royal Patronage
• Youth Relations Against Drugs Program The Bank together with the Metropolitan Police Bureau and the Youth Center provide information regarding the dangers of drugs. Each year there are 3,000 Bangkok youths on average who participate in the program. Since 1976, 105,000 people have participated in this program.
28
KIATNAKIN BANK
Annual Report 2011
• Outstanding Saving Award Program with Duang Prateep Foundation This award program promotes better understanding about investment and saving via the cooperative system, the basic concept of which is along the same lines as the sufficiency economy philosophy which has strengthened the strength and self-dependency of the Klongtoey community. The Bank has been providing a budget to support the program and offers annual awards to the outstanding members since 2000. Currently, 30% of the members have better saving discipline.
Impression towards Kiatanakin
“Kiatnakin Bank has created motivation for our members and built confidence in our cooperative. The NPL in our cooperative has noticeably declined. At present, we have 1,600 members. Approximately 30% - 40% of our members have received the outstanding awards. We would like to thank Kiatnakin Bank’s management for their continued support to our activities. Your generosity is leading our community to become a better society.”
Mrs. Prateep Ungsongtham Hata Teacher & the Secretary General, Duang Prateep Foundation
• School Co-op Promotion Program Since 2001, the Bank, in collaboration with Bangkok Metropolitan Administration, initiated the “School Co-op Promotion Program” for schools under the Bangkok Metropolitan Administration. The program objective is to nurture attitudes, values, and concepts of cooperation, as well as stimulate rational problem solving under democratic conditions. In 2011, there were 11 out of 436 schools which participated in the program and were chosen to be pilot models for the “school co-op”. • Royal Buddhist Robe Presentation Ceremony (Katin) 2011 The Bank upholds Buddhism in the community where its branches are located. In 2011, the Bank organized the Royal Buddhist Robe Presentation Ceremony (Katin) at Wat Sri Ubon Ratanaram, Ubon Ratchathani Province. After the ceremony, the Bank’s executives and employees from all its branches in the North Eastern areas jointly assisted the flood victims in the Warinchamrab Municipality and gave out bicycles to schools in the areas to lend to students for commuting to school after the flood.
(3) Emergency Relief and Social Welfare The natural disasters in Thailand and other countries have caused damage to lives and property. The Bank was actively involved in the following relief efforts:
29
• KK Flood Relief Program • KK Japan Tsunami and Earthquake Relief Program
The flowing relief assistance was offered to 4 groups of disaster victims, namely the Bank’s clients, the communities surrounding the Bank’s branches, the general public, and the Bank’s employees.
Assistances Provided to Clients
• Motor Vehicle Hire Purchase Customers - Allowed the suspension of principal repayment and interest payment up to 6 months under the Bank’s prescribed debt restructuring criteria. In order to provide relief from the financial burdens of its customers during the flood disaster, the Banks allowed an extension of the installment payments under the Bank’s prescribed debt suspension criteria for flood victims. After the suspension period, customers under this scheme are able to resume their installment payment for the same installment amounts and term period as prior to the suspension. • Corporate Lending and Real Estate Financing - Offered special supporting measures suitable for each credit case. - Provided boats for the customers’ real estate projects. - Prepared special credit line for business rehabilitation and working capital financing. • Depositors - Assisted customers whose deposits became due by allowing them to carry out any transactions via other branches and providing transaction confirmation by phone. - Exempted any ATM service fees for nationwide cash withdrawal transactions. - Distributed cleaning kits.
Assistances Provided to Communities Surrounding the Bank’s Branches
• Participated with various relief agencies in distribution of relief kits and floating toilets in the flood affected areas. • Delegated the branch managers to evaluate the damages in the communities around the Bank’s branches in order to plan for after flood restoration. • Renovated and restored public sits such as Wat Bang Phood Nok in Nonthaburi Province, the Photharam Community Center in Ayuthaya Province, and Jarusorn Bamrung School in Pathum Thani Province, etc.
Assistances Provided to the General Public & Society
• Opened a charity bank account to receive public donations. • Donated money via various charitable organizations such as the Thai Red Cross, the Thai Listed Companies Association, the Flood Relief Operation Center (FROC), the Arsom Silp Institute of Arts, and Srinakharinwirot University, etc. • Held “Use this ATM to Share Happiness” campaign in which the Bank and its customers jointly donated money according to the usage number of their ATM transactions during a specified campaign period.
30
KIATNAKIN BANK
Annual Report 2011
• Launched the “KK E-Banking for Flood Relief” campaign in which the Bank donated money according to the number of transactions via its “E-Banking Service” during the specified campaign period. • Organized voluntary activities for employees such as blood donation, packing survival kits, and preparation of EM balls. • Carried out community work by the Bank’s business line and branches. • Helped the employees who were affected by flooding. • Prepared a booklet named “KK Care: Rehabilitation after the Floods” Donation Blood
The Bank, in collaboration with the Mobile Blood Donation Unit of the Thai Red Cross, organized the blood donation program at K Tower. The activity helped mitigate the risk of insufficient blood stock for emergency situations such as the flood crisis in the Southern, North-Eastern, and Central parts of Thailand.
Impression towards Kiatanakin
“On the behalf of the Thai Red Cross, I would like to thank Kiatnakin Bank for its kind consideration in the time of the flood disaster. During the flood crisis, our mobile blood donation vehicles were unable to operate as usual. Kiatnakin bank demonstrated its charitable determination by organizing the blood donation activities for its employees and the residents of the Asoke community. As a result, we are able to increase the blood reserve in stock and were able to distribute blood to various hospitals during the flood crisis. In normal situations, the target of blood donation is 1,500 units, but during the flood crisis, we needed to procure 2,000 units of blood. However, the flood crisis made it impossible to operate our mobile blood donation units in various locations, thus we needed more blood donors. Kiatnakin Bank has always been one of the organizations that always supports our blood donation program.”
Pawinee Sangpatranet Public Relations and Blood Donor Recruitment Procurement National Blood Center, Thai Red Cross
Social Welfare Activities
• Supported the “Khun Mae Dr. Siri Krinchai Foundation” in organizing meditation courses, under the “Spiritual Development for Cultivation of Wisdom and Peace” project. • Supported the “Phra Buddhaloknatsukhothai Foundation”, Wat Yanawa, in building the Priyat Dharma School. • Provided scholarships to the children members of the Economic Reporters Association. • Supported the undergraduate students who are scholarship recipients of the “Kiatnakin Responsibility Scholarships” in their various social activities such as “New generation of undergraduate student, spend money wisely” project, “youngsters, let’s save” project, Chula SIFE’s projects such as the Volunteers for the Rural Development Club and also the Meditation Club.
31
• Supported the National Council of Women under the Royal Patronage of Her Majesty the Queen by sponsoring “The Tips in Operating Today’s Business” seminar on International Woman’s Day. • Supported the renovation of the convention building of the National Council of Women of Thailand, under the Royal Patronage of Her Majesty the Queen. • Supported the “Outstanding Young Thai Women of 2011” award by the Nature Council for Child and Youth Development, under Royal Patronage.
Social Activities Programs in which the Bank’s Branches Participated
In 2011, all 72 branches of the Bank, in collaboration with the community around the branches, participated in 92 social projects, which included developing and renovating community libraries, organizing financial discipline workshops, and assisting in construction and renovation of community centers and public sport grounds.
Staff Volunteer Programs • Save Energy @ Kiatnakin Bank For six years, the Bank has committed to create awareness in energy saving and promote the efficient use of natural resources among its employees. There are currently 103 volunteers who are the Bank’s staff from various departments and branches throughout the country, who volunteer to act as the “KK energy ambassadors” in the campaign for energy and natural resource conservation. From the survey of its 3,000 employees made by the “KK energy ambassadors” in 2011, 70% out of all these employees have 80%100% increase in their awareness towards energy saving in December 2011, compared to that of January 2011.
In 2011, the Bank actively participated in activities under the “People Development for National Development with Kiatnakin Projects” and further expanded its activities to support various projects relating to the dissemination of financial knowledge to the public by applying the skills and expertise of its staff for public interest. The Bank’s employees also increasingly participated in social activity programs and demonstrated their volunteer spirit in cooperating in 92 community development projects. Moreover, the Bank’s past year flood relief efforts also affirmed its social aspiration of “Wherever we are our Kiatanakin Group will always be a part of the communities in which we operate and will assist them in their progress towards a sustainable development. When a business becomes successful, it needs to be more generous with other people.”
32
KIATNAKIN BANK
Annual Report 2011
Overview of Kiatnakin Group Over the 4 decades since its establishment, the Kiatnakin Group has marched its way along the journey of success with over 41 years of cumulative experiences. The journey and the time that it has taken is obvious proof of its business commitment. The history of the Kiatnakin Group began with the founding of the Kiatnakin Securities & Finance Company Limited (“the Company”) in 1971 by Mr.Kiat and Ms.Chansamorn Wattanavekin, the Group’s founder, with an initial authorized share capital of Baht 10 million. Two years thereafter, the Company was granted a license for finance and security business, and became Broker No. 19 in the Stock Exchange of Thailand (SET) in 1982, eventually developing into a fully listed company in the SET in 1988. In 1993, the Company significantly expanded its business with a branch network extended to cover major provinces and cities. A major move came in the same year with its corporate status change; from a company limited to a public company. The public company position signifies and assures a sound foundation of its financial strength. The Company carried on its promising operations from the date of its establishment until the 1997 Asian Financial Crisis. That Asian financial cataclysm brought many institutions into distress, and a significant number of finance companies were closed down. The Company, together with 57 other ailing Thai financial institutions, had their operations temporarily suspended. However, the company was one out of the only two survivors among those suspended entities which were allowed by the Ministry of Finance to resume their normal business operations. Since then, the Company has consistently expanded its business thanks to its prudent management style and constant support from its strong business alliances. In 1999, the Company separated its finance business from its securities business. In 2000 with its unrelenting commitment to transparency and accountability the Company was selected as one of the fifty companies nominated to be the best governance entities in the annual corporate governance assessment for Thai listed companies by the Thai Institute of Directors (IOD). In 2005, the Company business status was upgraded to a full licensed commercial bank named the “Kiatnakin Bank Public Company Limited”. At present the Kiatnakin Bank Public Company Limited (“the Bank”) engages in commercial banking business which covers the full range of activities such as deposits, bill of exchange (B/E), mutual funds, insurance, motor vehicle hire purchase, real estate finance, corporate finance, and other banking aspects. It operates a nationwide branch network of 77 branches1 . It also has subsidiaries which are the Kiatnakin Securities Company Limited (KKS), the Kiatnakin Fund Management Company Limited (KK-FUND), and the Erawan Laws Office Company Limited. 1
Data as of February 22, 2012
33
Business Operation At present, Kiatnakin group has Kiatnakin Bank Public Company Limited (“KK” or “the Bank”) as the parent company undertaking commercial banking business and has subsidiaries including Kiatnakin Securities Co., Ltd. (“Kiatnakin Securities”) undertaking securities business, Kiatnakin Fund Management Co., Ltd. (“KK-Fund”) undertaking fund management business, and Erawan Law Office Co., Ltd. supporting legal providing legal services to companies in the group, as subsidiaries. In addition, Kiatnakin Bank also holds units trust in eight mutual funds for resolving financial institution problems. The shareholding structure of Kiatnakin Group is presented as follows; Kiatnakin Bank
Financial Business
Kiatnakin Securities (99.99%)
Supporting Business
Erawan Law Office (99.93%)
Asia Recovery 1 Fund (99.95%) Asia Recovery 2 Fund (99.59%) Asia Recovery 3 Fund (99.97%)
Kiatnakin Fund Management (60.00%)
Thai Restructuring Fund (98.91%) Asia Recovery Property Fund 1 (99.50%) Asia Recovery Property Fund 3 (98.77%) Bangkok Capital Fund (95.72%) Gamma Capital Fund (94.03%)
The business of Kiatnakin Group is divided into 4 main business groups: 1) Retail Banking 2) Corporate Lending 3) Wealth Management 4) Special Asset Management and supporting groups which consist of Distribution, Information Technology, Operations, Strategy and Organization Development, Human Resources, Finance and Budgeting, Compliance, Internal Audit, Risk Management, Corporate Communication, and Directors Office, which support the work of the business groups in various aspects, including corporate control and supervision.
34
KIATNAKIN BANK
Annual Report 2011
Kiatnakin Group
Retail Banking
Corporate Lending
Wealth Management
Hire Purchase
Real Estate Development
Private Banking
Personal Loan
Apartment Lending
Securities
Housing Loan
Logistics Lending
Fund Management
Micro-SME Loan
Floor Plan Lending
Retail Deposit
Printing & Packaging Lending
Special Asset Management
Nature of Products and Services 1) Retail Banking
Retail banking operates via the Bank’s retail banking business line, focusing mainly on providing financial services to retail customers who are private individuals. The major products and services are as follows:
1.1 Hire Purchase
The Bank provides all types of motor vehicles hire purchase services that include new and used automobiles, passenger cars, multi-purpose vehicles, and commercial vehicles, for individuals and corporate entities. Under a normal hire purchase scheme, the hirer initially pays a certain sum of down payment for the vehicle purchase, and makes subsequent equal installment payments to the Bank for the amounts as prescribed in the hire purchase agreement. During the hire purchase period, the Bank shall maintain its legal ownership over the hire purchased assets. Once all the prescribed installments are settled in full, the ownership thereof shall thus be transferred to the hirer. The hire purchase term usually ranges from 12–84 months with a fixed interest rate charged according to the prevailing market rate as at the date of the hire purchase agreement. Moreover, the Bank also offers other related automobile services such as annual motor vehicle tax payments, application for vehicle licenses, car insurance and payments of other related automobile taxes. Its service provision covers the Bangkok metropolitan area and other provincial areas.
35
Hire purchase activities are the Group’s major line of business which continues to grow, and accounts for 71.4% of its total lending portfolio. The hire purchase credit grew 31.2% from Baht 73,920 million as of 31 December 2010 to Baht 96,946 million as of December 31, 2011. The hire purchase ratio of new automobiles to used automobiles was 52 to 48 in 2011. Bangkok 20%
Vans & Truck14% Sedans 37%
Non-Bangkok 80%
One-ton Pick-up 49%
Kiatnakin Group continues to expand its hire purchase business with the focus on the promptness and effectiveness of the services, and strict credit controls on the loan quality. The interest rates applied for hire purchase activities are in the same level as prevailing market rates and in proportion with the length of installment periods.
1.2 Personal Loan
Personal loan business involves multi-purpose loans extended to existing hire purchase clients with good credit status and repayment records to support their liquidity needs. The maximum loan limit is at five times the client’s monthly income amount, with a maximum repayment period of 48 months. The personal loan comprises of two facility types; term loan and revolving loan. A term loan is an unsecured multi-purpose lending with a scheduled repayment term and quick loan approval process granted to support borrower’s liquidity needs. A revolving loan is a loan facility of which the cash amount can be transacted by using the Bank’s KK Cash Card and the withdrawals can be made directly via the ATM Pool. The repayment conditions and the minimum installment amounts are prescribed by the Bank.
1.3 Housing Loan
A housing loan is credit extended to finance homebuyers, mostly for purchase of land property, houses, and units in residential buildings. The financing is limited by the coverage of only within the Bangkok Metropolitan area and its vicinity, and in Chonburi Province. As of December 31, 2011, the Bank had Baht 1,517 million in its housing loan portfolio, decreasing 6.8% from the year ending 2010. The Bank signed a memorandum of understanding with the Secondary Mortgage Corporation (MSC) on the funding arrangement for the Bank’s fixed rate housing loan activities via securitization schemes, under which certain parts of the Bank’s portfolio on housing credit were purchased by the MSC. Moreover, the MSC and the Bank also cooperated with real estate companies to provide housing loans for homebuyers in their housing estate projects.
36
KIATNAKIN BANK
Annual Report 2011
1.4 Micro-SMEs Loan
Micro-SMEs loan is credit extended to finance small and medium sized enterprises in business sectors such as the service industry, and wholesale and retail business. The credit granted to these entrepreneurs can possibly be on the basis of individual lending and/or lending to business entities. There are various types of facilities for this lending category such as a business working capital line, O/D, and business expansion loans. In general, these facilities can be classified into a clean loan and a secured loan.
1.5 Retail Deposit
The Bank provides deposit services to its retail customers; both individual and corporate entities. There are three types of deposit accounts; current, saving and fixed deposit accounts. The Bank focuses on providing acceptable deposit yields and consistently develops new products and services that well serve its clients’ needs and enhance their satisfaction.
1.6 Car Cash
This credit scheme offers a term loan collateralized by the pledge of an automobile as the loan security by transferring the ownership of such automobile to the Bank. The target customer groups for this credit product are both borrowers who used to be the Bank’s hire purchase customers and any new customers.
1.7 Bancassurance
The Bank also acts as an insurance broker, or “Bancassurance”, whereby it uses its sales channel to sell life and casualty insurance products. It cooperates with its business alliances or leading insurance companies that are well known for their innovative policy design and wide range of insurance coverage, to provide suitable insurance policies for the Bank’s hire purchase customers. The Bank’s insurance sales include insurances for all vehicle types, as well as “Car Shield” or a comprehensive insurance policy that covers the full payment of hire purchase obligations upon the hirer’s death.
1.8 Car Auction
The Bank holds a monthly used car auction for the cars that it has possessed from customers at two of its auction centers which are located on the Bangna-Trat Highway (the 8th Km.) and in Udon Thani Province. Moreover, the Bank also offers other related automobile services such as annual motor vehicle tax payments, and applications for vehicle licenses. In 2011, the Bank’s auction centers were the very first car-auction centers to be accredited with ISO 9001:2008 thanks to its high standard integrated full service capacity that offers a qualified choice service to the public.
2) Corporate Lending
Corporate lending activities comprise of two major loan products; real estate development credit and SMEs loan. The real estate development loans account for 12.4% of the Bank’s total lending portfolio. The details of these credit products are as follows:
37
2.1 Real Estate Development The Bank provides real estate credit to property development companies and real estate developers; both medium and small sized developers within Bangkok and in the provincial areas. The Bank is equipped with the qualified credit teamwork and technical specialists that are capable of providing a full range of services including technical advisory services on engineering works, construction, architectural designs, research and development information, as well as regulations and legal matters. The Banks also has a network that can provide customer support on advertising, public relations, and project management. This support can help enhance its customers’ business potentials. Real estate lending is a credit scheme facility that requires project finance skills and clear understanding of the development purpose of the projects. The Bank concentrates on facilitating its customers with its timely approval processes, suitable types of loan facilities, an adequate loan amount, and appropriate repayment schedules that suit the customer’s anticipated cash flow scheme. As of December 31, 2011, the Bank’s real estate lending was Baht 16,851 million expanding 15.4% from the prior year. The portfolio comprised of credit for housing estate and town house projects (77%) and condominium projects (23%).
2.2 SMEs Loan
The Bank provides SMEs loans mainly to businesses in the motor vehicle and real estate industry. The Bank’s SMEs loans at the end of year 2011 was Baht 13,640 million, increasing 22.5% from the end of year 2010. The SMEs loan details can be summarized as follows: 2.2.1 Apartment Lending Apartment lending is a credit extended to finance entrepreneurs who operate rental apartments, service apartments, rental of residential units, and dormitories; both for new investments and for renovation work. The Bank has its team of architectures and engineers who can offer advice on standard construction plans and standard construction work for the projects. The Bank’s target customers for these credit products are the landlords of property in promising locations who want to develop their property for residential rental purpose, and existing owners of dormitories or apartments who need additional financing for their business expansion or renovation purposes. 2.2.2 Logistics Lending Logistics lending is a credit extended to finance logistic activities, which includes transportation of cement, oil, container boxes, automobiles, vehicles spare parts, etc. The Bank offers various credit types such as a hire purchase scheme for owners of a car rental fleet, hire purchase companies for trucks and lorries, and towing trucks with two or more trailers. Other facilities for logistic lending are term loans for land purchase and building construction, and working capital facilities. 2.2.3 Floor Plan Lending Floor plan lending is a credit extended to finance both new and used car dealers, to support their working capital requirement. The Bank’s credit products include working capital lines, long term
38
KIATNAKIN BANK
Annual Report 2011
loans, and L/G and O/D lines. The credit purposes are to support their business operations and long term expansion plans. 2.2.4 Printing and Packaging Lending Printing and packaging lending is a credit extended to finance printing and packaging businesses. Packaging includes paper and plastic packaging. The Bank’s credit products include loans for factory expansion and machinery purchase, secured revolving facilities, credit for refinancing, and trade finance for imported materials.
3) Wealth Management
Wealth management is a cooperative operation known as “3KK” which represents joint-efforts of Kiatnakin Bank (KK)’s Wealth Management Department and the business units of its two subsidiaries; Kiatnakin Securities Company Limited (KKS) and Kiatnakin Fund Management Company Limited (KK-FUND). The wealth management services cover products offered to high net worth clients with an investment portfolio of Baht 10 million up. The services provided are follows:
3.1 Private Banking
The Bank integrates a wide range of banking products including various deposit products and investment schemes and offers them to better suit its customers’ preference. The products include the Bank’s deposit instruments and other investment products such as mutual funds for equity, bond, commodity, derivatives, and real estate, as well as various life insurance programs namely savings, annuity, pension etc. Moreover, it also offers E-Banking, financial advisory services, and financial transaction services. The Bank acts as a sales agent for 17 fund management companies and is a business alliance to 4 insurance companies that work with it on its bancassurance product schemes.
3.2 Securities Business
The securities business is handled by a subsidiary of the Bank, Kiatnakin Securities Company Limited (KKS) that provides its services via its network of a Bangkok head office and 11 other branches. The services include: 1) Securities brokerage business: KKS is member no. 19 of the Stock Exchange of Thailand, that provides security trading services to general customers both Thai and foreign. Investors can transact their trading via the company’s marketing team (who transacts trading orders for customers). Customers can trade either in cash or on margin, or via an internet trading account. 2) Derivatives brokerage business: KKS is licensed to be a derivative broker by the Securities and Exchange Commission Thailand (SEC) and is a member of the Thailand Futures Exchange (TFEX) since 2006.
39
3.3 Fund Management
Fund management business is operated by Kiatnakin Fund Management Company Limited (KKFUND) in which the Bank holds 60% of its outstanding shares. The Bank acquired 60% of the shares of the Siam City Asset Management Co., Ltd on July 12, 2011 from the Government Pension Fund and changed its name to Kiatnakin Fund Management Company Limited. KK-FUND manages different types of collective investment schemes, and provide general investment management services to ordinary individuals, corporate, and business entities, whose interest may be in investment schemes such as mutual funds or private funds. Innovative investment instruments are offered to meet diversified clients’ needs. KK-FUND mainly concentrates on mutual funds management and property fund activities. As of December 31, 2011, KKFUND had the net assets value under its management supervision of Baht 19,887 million, comprising of 32 mutual funds which are 5 equity funds, 13 fixed income fund, 2 flexible funds, 8 foreign investment funds, and 4 property funds. Currently, KK-FUND is expanding its business to cover management of provident funds, private funds and infrastructure funds.
4) Special Asset Management
“Special Asset Management” is operated by the Bank together with 8 other mutual funds in which the Bank holds their unit trusts. The Bank began its distressed assets management activities in 1999 when it auctioned some debt portfolios from the Financial Sector Restructuring Authority (FRA). During 2003 – 2006, the Bank also auctioned debts under the liquidation process from the Legal Execution Department. In 2010, the Bank acquired unit trusts in the Gamma Capital Fund and the Bangkok Capital Fund, both of which operate mutual fund operations which is a similar line of business as those operated by the Bank’s subsidiaries. The Bank’s special asset management activities include distressed assets management, debt restructuring and foreclosed assets management. The details of asset for sales such as their locations, size, and price range are provided in www.kkasset.com for viewing by customers and interested parties.
Industry and Competition 1) Distribution Channels
Kiatnakin Group has operated our business through 3 entities including Kiatnakin Bank, Kiatnakin Securities, and Kiatnakin Fund Management. Additionally, there are agencies who help selling some of our products and services, details are as follows; 1.1 Kiatnakin Bank At the end of 2011, the Bank has totally 72 branches (including head quarter) cover 53 provincial areas. The Bank’s head quarter is located at Amarin Tower. Detail of all bank branches is presented in the section “Branch Offices” on page 254 Other than its existing branch network, the Bank also operates two auction centers which are located on the Bangna-Trat Highway (the 8th Km.) and in Udon Thani Province to also support the car auction activities in the provincial areas.
40
KIATNAKIN BANK
Annual Report 2011
The Bank plans to continually expand its branch network to well facilitate its customers. In 2012, the Bank intends to focus on expanding mostly within the Bangkok Metropolitan area and its vicinity, aiming to support deposit transactions, whilst still carrying on with the opening of new branches in the provincial area to support growing credit demand, and enhance a wider and larger customer/deposit base. The Bank develops and establishes new sales and service channels via its banking network to respond to and satisfy the growing needs of its customers. These channels include the KK ATM service; a 24 hour electronic banking system that allows the Bank’s customers to perform banking transactions via a nationwide ATM pool, the KK E-Banking Service; an online banking system that provides basic banking services, the KK Alert Service; an automatic system which provides SMS transaction alerts via client’s mobile phones, the KK Contact Center at telephone number 02-680-3333 ; an automatic phone banking system that allows customers to make transactions and inquiries. In addition, the Bank also provides information and other contact channels via online media such as its website (www.kiatnakin.co.th) and its Facebook page. At present, the Bank has retail customers who transact more than 70,000 transactions per month. In 2012, the Bank plans to extend the service hours of its KK Contact Center to provide 24 hour a day service in order to offer undisrupted communication and to provide reliable and trustworthy support to the business of its customers. 1.2 Kiatnakin Securities Kiatnakin Securities Company Limited (KKS) provides securities services via head office at Amarin Tower, 7th Floor, and 11 other branches. Detail of all bank branches is presented in the section “Branch Offices” on page 254 1.3 Kiatnakin Fund Management As for the KK-FUND distribution network, it operates from its head office at the Charn Issara Tower 1, th 4 Floor, and its other sales support network such as commercial banks and securities companies whose names are listed in the prospectus. The distribution network contributes to the development of a customer diversified base and its ability to better reaches a wider customer base.
2) Market Condition and Competition
2.1 Commercial Banking Business There are 14 commercial banks in the Thai banking system, 11 of which are publicly listed companies in the Stock Exchange of Thailand. Thai banks, classified by their assets sizes, can be grouped as follows: 1. Large -sized commercial banks: Large banks are classified as banks that have total assets of more than 10% of the total assets of the commercial banking system. By this definition, there are four banks in this category. 2. Medium-sized commercial banks: Medium sized banks are classified as banks that have total assets of more than 3% but less than 10% of the total assets of the commercial banking system. By this definition, there are three banks in this category.
41
3. Small-sized commercial banks: Small banks are classified as banks that have total assets of less than 3% of the total assets of the commercial banking system. By this definition, there are seven banks in this category. 2.1.1 Assets At the end of 2011, the Thai commercial banking industry had its combined total assets of Baht 11.2 trillion, increased 12.4% from Baht 10.0 trillion at the end of 2010. The large commercial banks had their combined total assets of Baht 7.4 trillion, accounting for 65.9% of the total assets of the commercial banking system. The assets of large commercial banks expanded 11.7% from Baht 6.6 million at the end of 2010. The medium sized commercial banks had their combined total assets of Baht 2.5 trillion, accounting for 22.2% of the total assets of the commercial banking system. The assets of medium sized commercial banks grew 7.9% from Baht 2.3 Trillion at the end of 2010. The small commercial banks had their combined total assets of Baht 1.3 trillion, accounting for 11.9% of the total assets of the commercial banking system. The assets of the small commercial banks increased 26.5% from Baht 1.0 trillion at the end of 2010. 11.9% 4 large -sized commercial banks 3 medium sized commercial banks 7 small commercial banks
22.2%
65.9%
Assets of total Thai commercial banking system 2.1.2 Net Loans At the end of 2011, the Thai commercial banking industry had its combined total lending (net allowance for doubtful account) of Baht 7.5 trillion, rising 15.8% from Baht 6.5 trillion at the end of 2010. The expansion resulted from the stable average annual growth of the Thai economy, although there were negative factors that affected the Thai industrial production such as the Japan earthquake and tsunami and the Thai flood disaster. The total loans of the large commercial banks were Baht 5.2 trillion, increasing 16.8% from Baht 4.4 trillion at the end of 2010. The lending from big commercial banks accounted for 67.9% of the total lending of the commercial banking system. The total loans of medium sized commercial banks was Baht 1.6 trillion, rising 7.5% from Baht 1.5 trillion at the end of 2010. The lending from medium sized commercial banks accounted for 21.3% of the total lending of the commercial banking system.
42
KIATNAKIN BANK
Annual Report 2011
The total loans of the small commercial banks were Baht 0.8 trillion, growing 28.4% from Baht 0.6 trillion at the end of 2010. The lending from small banks accounted for 10.8% of total lending of the commercial banking system. At the end of 2011, The Bank’s total lending were Baht 130,189 million, increasing 26.7% from the end of 2010. The growth mainly came from the expansion in the hire purchase business which accounted for 71.4% of the Bank’s total lending. 10.8 % 4 large -sized commercial banks 3 medium sized commercial banks 7 small commercial banks
21.3 %
67.9 %
Net loans of total Thai commercial banking system 2.1.3 Deposits At the end of 2011, the Thai commercial banking industry had its combined total deposits of Baht 7.2 trillion, increasing by 6.0% from Baht 6.8 trillion at the end of 2010. Total deposits of the big commercial banks were Baht 5.2 trillion, increasing by 8.8% from Baht 4.8 trillion at the end of 2010. Total deposits of the medium sized commercial banks were Baht 1.49 trillion, slightly decreased 2.6% from Baht 1.53 trillion at the end of 2010. Total deposits of the small commercial banks were Baht 0.5 trillion, slightly increasing by 0.08% from Baht 0.49 trillion at the end of 2010. The deposits shares of big, medium sized and small commercial banks were 72.3%, 20.6% and 7.1% of the total deposits, respectively. The Bank had total deposits of Baht 69,531 million at the end of 2011, dropping by 8.43% from the end of 2010,as the Bank had launched other funds raising programs namely additional issuance of Bill of Exchange (B/E) and debentures. 7.1 % 20.6 %
4 large -sized commercial banks 3 medium sized commercial banks 7 small commercial banks 72.3 %
Deposits of Thai commercial banking system
43
Table presents Assets, Deposits, and Net loans of Thai Commercial banking system at the end of 2011 No.
Thai Commercial Banks
1 Bangkok Bank 2 Krung Thai Bank 3 Siam Commercial Bank 4 Kasikorn BANK 5 Bank of Ayudhya 6 Thanachart Bank 7 Thai Military Bank 8 UOB Bank 9 Standard Chartered Bank 10 Tisco Bank 11 Kiatnakin Bank 12 CIMB Thai 13 ICBC Thai 14 Land and Houses Bank Total 4 large -sized commercial banks 3 medium sized commercial banks 7 small commercial banks
Assets
Deposits
Baht Market Baht Market million share (%) million share (%) 2,034,002 18.2 1,524,796 21.1 1,959,121 17.5 1,285,760 17.8 1,767,987 15.8 1,179,458 16.3 1,604,567 14.4 1,243,860 17.2 886,823 7.9 564,179 7.8 877,731 7.9 471,618 6.5 718,330 6.4 452,445 6.3 298,571 2.7 166,359 2.3 284,062 2.5 98,215 1.4 211,489 1.9 38,060 0.5 192,009 1.7 69,531 1.0 166,551 1.5 101,291 1.4 89,938 0.8 20,834 0.3 81,346 0.7 22,259 0.3 11,172,528 100.0 7,238,663 100.0 7,365,677 65.9 5,233,874 72.3 2,482,885 22.2 1,488,241 20.6 1,323,967 11.9 516,548 7.1
Source: Summary Statement of Assets and Liabilities (C.B.1.1), Bank of Thailand remark: Land and Houses Bank Plc. upgraded to be a commercial bank on December 16, 2011
Loans (net allowance for doubtful account) Baht Market million share (%) 1,345,544 17.9 1,383,352 18.4 1,228,479 16.3 1,162,019 15.4 621,990 8.3 603,845 8.0 374,810 5.0 183,362 2.4 93,992 1.3 175,506 2.3 130,189 1.7 113,842 1.5 62,506 0.8 54,294 0.7 7,533,731 100.0 5,119,394 67.9 1,600,646 21.3 813,692 10.8
2.1.4 Outlook for the Commercial Banking Business The outlook for Thai economy in 2012 shows possible positive drivers such as accelerated recovery of industrial the productions, increase government investments in water resource management; which includes reconstruction of flood-affected infrastructure, and additional constructions for new infrastructure, and other government stimulus packages; which includes credit and lending incentives, and tax measures. All of these government rehabilitation and recovery measures, if successfully implemented, shall benefit all economic sectors, including agricultural, production and service industries, and shall restore and strengthen consumer and business confidence. All of these will further enhance consumption, private spending, and business activities. Commercial lending by banks thus is likely to expand, along with the recovery in the economic conditions. Nevertheless, the Thai economy may expand at a slower growth rate during the first half of 2012, due to general stagnancy in local spending and domestic investments, whereas the recovery pace is anticipated to pick up during the second half of the year. The economic rebound will lead to credit demand for consumers and businesses as well as the need for additional working capital.
44
KIATNAKIN BANK
Annual Report 2011
The competition in the banking business continues to intensify especially in the deposits aspects. Under the Deposit Protection Agency Act B.E. 2551, as of 11 August 2011 the maximum deposit protection provided by the Deposit Protection Agency was Baht 50 million per person per bank, and will eventually decline to Baht 1 million per person per bank on 11 August 2012. Commercial banks are compelled to raise their deposit rates to attract more deposit funds. Moreover, under the “Emergency Decree Improving the Management of Loans Made by the Ministry of Finance for Assisting Financial Institutions Development Fund, B.E. 2555�, and the prescribed contribution to the Deposit Protection Agency by commercial banks shall rise to 0.47% from 0.40%, and thus increase the financing costs for commercial banks. Thus, despite the fact that the outlook for interest rates is more on the down side, such increase in the contribution rate for deposit protection and intensified competition for deposits will put further pressure on bank funding costs. Bank deposits are likely to expand in the first half of 2012, as banks are trying to secure their deposit base before the abovementioned Emergency Decree and the maximum deposit protection of Baht 1 million will become effective. In brief the aggregated bank deposits will expand in the first half of the year and will show downward adjustment during the second half of the year.
2.2 Hire Purchase Business In 2011, the number of cars sold in Thailand was 794,081 units, reduced by 0.8% from 800,357 units in 2010. The Japan tsunami affected the Thai car manufacturing industry in Thailand, as the Thai car manufacturers were impacted by a shortage in the supply of components and parts during the first quarter of the year following the tsunami incident. The Thai flood crisis at the end of 2011 also caused another disruption in the car manufacturing industry in Thailand, because many local manufacturers of car components and parts were unable to operate during the flood. However, there were other supportive factors for the industry, thanks to the government economic stimulation measures such as a tax reduction campaign for first time car-buyers, and proactive marketing strategies applied by car manufacturers such as the launching of new car models into the market. As for the car hire purchase activities engaged in by commercial banks in Thailand excluding captive finances, there are six commercial banks active in this market. Their total market share as of yearend 2011 was approximately Baht 832 billion, with the Bank holding the market share of 11.7%, and ranking in 5th place. Baht billion 300 271
0
Thanachart Bank of Ayudhya Tisco Siam Commercial Kiatnakin Bank 2010 % Growth 2011
54 64
97 74
118 84
50
13
20
18 106 125
150 100
31
23 126 156
200
240
250
% 42
Kasikorn
45 40 35 30 25 20 15 10 5 0
Source: Management Discussion & Analysis and Presentation of banks
45
Outlook for the Hire Purchase Business in 2012 There are positive factors in 2012 that support new car demands and therefore the need for hire purchase credit to support the purchases. These factors include the government tax rebate of up to Baht 100,000 for first-time car buyers. This program will come to an end at the end of 2012. In addition, there are tax reductions for the imports of new cars and car components for car manufacturers whose production lines were damaged by the 2011 flood incident. These measures help foster the confidence of those who invested in the automobile industry in the country. In addition, the outlook for lower benchmark interest rates will lessen financial pressure for the car hire purchase business and allow it to continue its growth. However, there were other negative factors such as problems in new car deliveries caused by the damages of production facilities due to the flooding, and reduction in consumer purchasing power caused by the flood impacts. These factors undoubtedly affected car buyers’ purchasing decisions, and may likely cause some delay in the purchase of their new cars. The projected car sales for 2012 is around 957,000 - 1,000,000 units. The outlook for the Bank’s hire purchase business remains sound with its performance possibly better than the industry average. The Bank’s ratio for new cars to used car hire purchase is approximately 52:48; therefore, it anticipates that a potential slowdown in the sales of new cars for the year shall pose lesser impact to its business than its competitors who focus on the hire purchase of new cars.
2.3 Real Estate Business The real estate business follows the recovery trend in the general economy. Thus, it is one of the first few businesses that has benefited from the economic rebound in terms of new investments. As the driving force behind economic expansion and hiring of new jobs, it also acts as a leading indicator that signifies the stage of the economic conditions. From the 2011 retrospective, the overall market conditions for the real estate industry revealed a general slowdown from 2010. New lending for the sector were Baht 82,300 million in the first quarter, Baht 99,300 million in the second quarter, and Baht 111,300 million in the third quarter, respectively. The total new lending for the sector for the first three quarters of the year were Baht 292,900 million, an increase of 4.0% from the same period of 2010. The increase was acceptable given the intensified competition among major commercial banks to benefit from the government incentive programs for first-time home buyers, by offering attractive interest rates to attract new customers. Until the fourth quarter, real estate business was directly affected from the flooding crisis, causing a slowdown in several housing projects, a fall of real estate developers’ confidence and investment interruption. Similarly, home buyers postponed their investment decision till the flooding was solved with clear flooding protection policy.
46
KIATNAKIN BANK
Annual Report 2011
The units which were launched in 2011 and have remained unsold by 2012 were 134,266 units, or a 3% share of the total number of residential units in Bangkok and its vicinity. This unsold portion remains relatively small and does not cause a threat. The statistics also shows that out of the 85,800 new units offered for sale in the year, 81,816 units were sold, reflecting a good equilibrium of supply and demand. Table presents sale volumes and supply of residential market, 1994-2011
(Unit) 380,000 360,000 Supply 344,120 333,828 340,000 Unit sold 129,845 320,000 122,370 300,000 280,000 254,185 260,000 154,346 226,122 240,000 216,082 220,000 130,282 198,699 214,275 134,266 200,000 211,458 173,713 176,466 168,416 161,742 165,163 180,000 108,674 110,813 160,000 140,690 144,839 133,894 109,331 137,352 129,686 136,163 143,913 140,000 123,161 92,349 125,146 61,634 99,650 113,972 120,000 72,584 77,725 85,047 92,328 100,000 99,839 95,840 80,000 81,816 75,718 60,000 65,039 65,653 57,102 58,438 51,564 59,085 40,000 38,114 36,957 34,244 20,000 24,473 19,693 21,644 0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Year 1994 Total 344,120 333,828 254,185 198,699 165,163 144,839 133,894 113,972 123,161 137,352 129,686 136,163 143,913 173,713 176,466 168,416 226,122 216,082 Unit Sold 214,275 211,458 99,839 36,957 24,473 19,693 34,244 21,644 38,114 75,718 57,102 58,438 51,564 65,039 65,653 59,085 95,840 81,816 122,370 154,346 161,742 140,690 125,146 99,650 92,328 85,047 61,634 72,584 77,725 92,349 108,674 110,813 109,331 130,282 134,266 Unsold 129,845 % Sold 62% 63% 39% 19% 15% 14% 26% 19% 31% 55% 44% 43% 36% 37% 37% 35% 42% 38% Outlook for the Real Estate Market in 2012 Consumers have delayed their home purchase decision due to the flood disaster which occurred around the end of 2011 that worsened their confidence and added future concerns over a possible chance for it to recur again. However, the general situation is likely to return to normal by the third quarter of 2012, and as their fear and worries subside, demand for housing is expected to rebound. Consumers may switch their choices and prefer to choose high-rise residential units located outside the flood prone areas, or areas which are likely to be less affected by potential flood threat, and in locations which not too far from convenience magnets such as outlets of major retail chains, hospitals, and main roads, particularly for those with the unit price not exceeding Baht 3 million.
47
Real estate developers tend to diversify their risks by investing more in high-rise projects rather than low-rise ones. They will also develop projects in areas not affected, or hardly affected, by the flood threats, or diversify their portfolios into provincial areas, especially major provinces such as Chonburi, Hua Hin, Chiangmai, Phuket, Nakhon Ratchasima, and Khon Kaen. In 2012, the number of newly launched residential units is expected to be 86,000 units, with an aggregated value of Baht 258,000 million, figures which are not far different from those of 2011. However, with improved economic conditions, more new projects and units will be added. Overall prices for newly constructed residential projects will continue to rise. Resale prices for existing units in the inner part of the city, as well as new and existing ones along the public transportation lines, namely the BTS and the MRT, still command a continual price rise. As for the unsold units carried forward from 2011, developers will require to aggressively invest in new promotion campaigns to push the sales of their on hand dwelling inventories that piled up from the flood period, and the price of these unsold inventories can hardly be adjusted upward. 2.4 Securities Business Despite a threat from the United States and the European financial crisis and the experience of the domestic flood disaster, the Thai stock market remains resilient. At year end 2011, the SET Index closed at 1,025.32 points, which is not much of an increase from 1,032.72 points at the end of 2010, with the average turnover of Baht 28,854 million per day, a 0.6% increase from Baht 28,669 million per day in 2010. The Market for Alternative Investment (mai) closed at 264.23 points at year end 2011, as compared to 272.79 points at the end of 2010. The mai commanded a better turnover with the average trading value per day increased by 55.9% to Baht 619 million from Baht 397 million in 2010. The combined average trading per day of the SET and the mai was Baht 29,473 million, or a slight increase of 1.40% from Baht 29,066 million in 2010. Table presents Stock Market conditions
SET Index (points) Market Capitalization (Baht million) Trading Value (Baht million) Average daily turnover (Baht million) Dividend payout ratio (%) Price to Earnings ratio (times) Number of listed companies on the SET Source: The Stock Exchange of Thailand
48
KIATNAKIN BANK
Annual Report 2011
2009 734.54 5,873,101 4,338,479 17,854 3.65 25.56 475
2010 1,032.76 8,334,684 6,937,890 28,669 2.92 15.35 475
2011 1,025.32 8,407,696 7,040,458 28,854 3.72 12.07 472
As for the trading statistic classified by investor types in 2011, domestic retail investors accounted for the highest share in the trading value of 55.0% of the total trading value of the market, but still fell short of the previous 62.0% share of 2010. The remaining shares are distributed among other key players in the market namely local institutional investors, securities companies’ portfolio, and foreign investors, whose trading shares all increased. Foreign investors ranked second in their trading share which accounted for 23.0% in 2011, increased from 18.0% in 2010. Securities companies’ portfolio commanded 13.0% in 2011, up from 12.0% in 2010. Institutional investors had the lowest market share in 2011, but recorded a 1% increase from 8.0% in 2010 to 9.0% in 2011. Domestic retail investors posted the highest net buying amount of Baht 33 billion for the year; securities companies’ portfolio had its net buying amount of Baht 13 billion; local institutions had the net selling amount of Baht 29 billion; and foreign investors had the net selling amount of Baht 5.3 billion. In 2011, TFEX expanded significantly with a total volume of 10 million contracts or an increase of 122.0% from 4.5 million contracts in 2010. During the year, there were 16 newly listed companies which entered the Stock Exchange of Thailand, as compared to 15 companies in 2010. The total amount of funds raised via the exchange increased 36%, or Baht 16 billion in 2011, compared to Baht 12 billion in 2010. In 2011, there were many new securities companies that were awarded securities brokerage licenses, thus, intensifying business competition. In preparation for the upcoming liberalization of the local capital market, mergers and acquisitions among securities companies have become common cases. KKFUND continuously well adapts to the competitive market environment, by concentrating on its market niche of clients who mostly invest in stocks with strong fundamental factors rather than for short-term speculative purposes. It also provides high quality stock analysis and product innovations that produce a wider range of diversified investment choices. At the end of 2011, KKFUND maintained 1.41% market share, and ranked the 24th among 33 companies in the industry, with 2.21% share in the total domestic retail market. Outlook for securities business in 2012 The European and the United States economic recessions remain the major pressures that hinder further recovery in trading volumes in the Thai stock market. The SET targets its average daily turnover for 2012 at Baht 31 – 32 billion, focusing mostly on the increase in the number of domestic retail investors. The competition in the stock market will be further intensified due to the easing of brokerage fee conditions following the process of market liberalization. Average brokerage fees will decline in response to competitive market conditions. During the year there may be more mergers and acquisitions among security brokerage companies. Some firms in the industry may adjust their market position to become discounted brokers for the purpose of cost reduction and preservation of its competitive edge.
49
Investment banking activities seem to have picked up from the delay of the past year projects due to the flood incident. An increase in other advisory services such as on funds raising activities and merger & acquisition transactions are likely to improve the Group’s investment banking business in 2012. The outlook for derivatives and futures activities is good as the overall trading volumes in the Thailand Futures Exchange (TFEX) tends to expand due to its role as an alternative risk diversification mechanism against volatilities in the stock market. In 2012, the SET aims to increase the transaction volumes in TFEX from an average of 41,000 contracts per day in 2011 to an average of 55,000 – 57,000 contracts per day in 2012. 2.5 Fund Management Business Fund management business provides the services for collective investment schemes such as mutual funds, provident funds, and private funds. There 24 are fund management companies. As of December 31, 2011, the total value of the fund management market, reflected by the combined net assets of all these funds, was Baht 3,014,540 million, or an increase of 4.5% from the year end 2010. The aggregated net asset values of the mutual funds market was Baht 2,082,755 million, grew by 2.5% yoy. The aggregated net asset values of the private funds market was Baht 316,516 million, reflecting an increase of 14.2%, whereas the aggregated net asset values of the provident funds market was Baht 615,259 million, or an increase of 7.2%. Mutual funds were accounted for 69.1% of total net asset values, provident funds were 20.4% of total net asset values, and private funds were 10.5% of total net asset values. Table presents Fund Management Market (Baht million)
Funds 2009 514,237 216,501 1,845,656
Provident funds Private funds Mutual funds
As at December 31 2010 574,075 277,220 2,032,385
2011 615,259 316,516 2,082,755
Source: Association of Investment Management Companies
Outlook for fund management business in 2012 By and large, the fund management business in Thailand is highly competitive. The recovery of the domestic economy and the consistent growth of the local stock market are the supporting factors that induce continual fund flows into the mutual fund industry. The Retirement Mutual Funds (RMF) and Long-Term Funds (LTF) remain the popular choices for investors due to their tax incentive benefits, while the General Fixed Income Fund has been impacted by low yields. The lower rate of return recently obtained from the Foreign Investment Funds (FIF), namely those which were invested
50
KIATNAKIN BANK
Annual Report 2011
in the Korean Government bond, makes the investment in FIF becomes less attractive than before. All of these cause a slowdown in the launching of any new fixed income funds into the market. The sharp rise in overall stock prices caused some investors to sell their stocks, despite the continued economic strength, for profit taking and to diversify their risk by allocating a certain portion of their portfolio into fixed income funds.
Resources
• Source of Fund Kiatnakin Group’s funds are sourced from deposits, Bills of Exchange (BE), debentures, and interbank and money markets. The details of sources of funds are as follows; Sources of funds
Deposit Bills of Exchange Debentures Interbank and money market Total
2009 Baht million 76,109 20,228 5,836 3,648 105,821
% 71.9 19.1 5.5 3.4 100.0
2010 Baht million 75,931 21,045 14,262 3,202 114,440
% 66.4 18.4 12.5 2.8 100.0
2011 Baht million 69,039 67,651 17,707 5,220 159,617
% 43.3 42.4 11.1 3.3 100.0
Deposit declined by 9.1%yoy due to the Bank’s policy to fund through BE and debentures. BE proportion increased to 42.4% of total interest bearing debts, while debentures were accounted for 18.4% at the end of 2011 Policy on Deposits Rate The Asset and Liability Management Committee (ALCO) stipulates policy framework on the interest rates, applicable for individuals and juristic entities, for deposits and Bill of Exchange (B/E). A steering committee (known as the “Money Desk” and consisting of executives from various business lines and departments) was formed, and assigned by the ALCO to manage liquidity and determine rates of interest which are appropriate for each relevant interest period. The criteria for setting interest rates on deposits and B/E is also subject to factors such as the Bank’s liquidity requirement, market competition, and interest rate trends, whereas deposit taking activities and rate determination duly comply with regulations and measures prescribed by the Bank of Thailand. • Credit Business Credit Policy The Bank establishes its credit policies that must be abided to by all concerned parties. The policies provide clear guidance conducts on standard practices dedicated towards the maximized benefits of the organization. The policies also cover operational guidelines, principles of credit decisions and credit quality, cautions, and best practices.
51
The credit policies allow the Bank to achieve its strategic plans and credit goals, while maintaining adequate controls on its credit portfolio and keeping risks at an acceptable level. The credit portfolios are proportionately and appropriately allocated among different and diverse businesses. Concentration of risks and risk diversification of the credit portfolio are regularly monitored and observed in relation to changes in economic conditions and circumstances. Risk assessment, acceptable levels of risk, and credit criteria for targeted business finances are also applied.
Credit Risk Management Policy The Bank’s Risk Management Committee prescribed lending rules and credit principles based on the Bank’s “Risk Management Policies” and “Corporate Credit Policies”. These policies govern the entire credit procedures; pre and post approval process, and credit management. The Head of each business group is responsible for risk monitoring and management. The Bank develops and applies a credit scoring process for credit analysis in its retail banking business. The scoring results based on customers’ statistical information and credit information obtained from the National Credit Bureau are used for making the credit decision. The applications of credit models and the credit scoring process allow the Bank to compute and maintain adequate capital to meet regulatory standards on bank capital adequacy requirements set by the Basel Committee for Banking Supervision under the Basel II Internal Ratings-Based (IRB) Approach. In addition, the Bank reviews and assesses, at least once a year or in the event of any significant changes in circumstances, the appropriateness of its credit policies and credit procedures to assure adequate guidance for risk management improvement. Debt Restructuring Debt restructuring is a process applied to solve credit problems and troubled loans. It maximizes a chance for the Bank to obtain its repayment, and provides the borrower with the opportunity to carry on its business activities, particularly when the borrower’s repayment difficulty occurred as a result of adverse economic conditions but the borrower still possesses business potential. Debt restructuring requires the ability to assess the borrower’s business capability, involved costs and potential return, repayment ratio, and acceptable level of risk. For debt restructuring schemes to be successful, the borrower must be committed to repaying his debts. The restructuring scheme must also be logical and feasible, with detailed consideration required to be carefully made on a case to case basis. If the borrower refuses to cooperate with the scheme, or the chance for possible successful restructuring is unlikely, the credit officer in charge of the case shall request for the approval for litigation process and promptly transfer the case to the Legal Department for further action.
52
KIATNAKIN BANK
Annual Report 2011
Credit Collection: The Bank intends to pursue a debt collection process with any customer whose lending has defaulted, and try to quickly collect such default obligation in full. The collection process starts with assessment of the customer’s repayment capability and his willingness to cooperate, and then an appropriate collection method shall be planned and applied. The Bank shall consider working on a debt restructuring scheme only with a borrower who is willing to cooperate with the Bank to carry out the scheme, and possesses an ability to comply with new covenants prescribed under the scheme, as this allows the Bank the chance to possibly be properly repaid according to the borrower’s cash flow strength. However, if the borrower lacks the repayment capability, or cannot be contacted, or proves not to be cooperative, and somehow the borrower has a large portion of unsettled obligations and overdue loans, it then becomes the duty of the Legal Department, or an outside investigator, to investigate the borrower’s assets for litigation process and repayment purposes; this however should be made on the basis of no conflict of interest. Credit Approval and Approval Authority: For retail banking, the Bank delegates its approval authorities according to credit limits and conditions, via different levels of approval. Authorities range from Marketing/Relationship Manager to Regional Credit Manager. The Credit Control & Audit Department, which is an independent unit responsible for credit analysis and review of loan applications, also adds their views & comments. Marketing/Relationship Managers are responsible for the follow up and monitoring on credit contracts and lending quality, and are remunerated based on the performance indicator that is linked to the level of non-performing loan. The Bank also applies the use of credit portfolio risk management techniques for the monitoring of its credit portfolio and prescribing risk indicators and risk ceiling, as well as observing credit concentration, the results of which are regularly reported to the Bank’s Risk Management Committee. For corporate financing, the credit authorization requires proper approval from the Credit Committee, or authorized executives. The approval authority is prescribed in accordance with the facility type and amount, nature of the borrower’s business and operational size, as well as the level of complexity of the involved lending transaction.
• Capital Adequacy The Bank focuses on the importance of its capital fund management, aiming to assure that the Group has relevant strategy to preserve its capital funds at a level higher than the prescribed regulatory standard on bank capital adequacy requirements. As of December 31, 2011, the Bank’s BIS ratio was 15.40%, increased by 0.22% from the end of 2010, thus the Bank maintains a higher capital ratio than is normally required under the Bank of Thailand minimum requirement of 8.50%.
53
Capital Adequacy Ratio (%)
December 31, 2010
December 31, 2011
Regulatory Requirment
14.55 15.18
14.70 15.40
4.25 8.50
Tier 1 capital to risk assets Total capital to risk assets
• Liquidity Management The Bank prescribes that its liquidity management is supervised and overseen by the Asset and Liability Management Committee (ALCO), which also formulates strategic direction. The “Money Desk”, or a steering committee on liquidity management, serves as a key element in interest rate determination and assurance that the prescribed rates suit the Bank’s liquidity position. The Bank’s Treasury Department is another key unit responsible for liquidity management. It closely monitors the Bank’s short-term and longterm liquidity position, and assures that the position suits the Bank’s internal needs, such as business expansion plan, and banking liquidity requirements, as well as external circumstances, such as market competition, and interest rate trends. The ALCO regularly reviews economic conditions and interest rate trends to better manage the Bank’s liquidity position to be able to adapt to any uncertainty of circumstance changes in the local and global economic situations. In normal circumstances, the ALCO prescribes that the Bank maintains a higher surplus of liquid assets than would otherwise have legally been required, which is no less than the total amount of deposits and borrowings that fall due within the next 6 weeks. Proper allocation of funding sources is also essential. The Bank’s main source of funds is deposits from retail customers. It does not depend much on depositors of significantly large amounts or other financial institutions. In addition, it maintains diversified funding sources and an appropriate maturity distribution for its sources of funds, as well as a balance between the sources and the use of funds. In the event of emergency situations and crises, the Bank has prepared its liquidity contingency plan to mitigate its liquidity risk and provide adequate liquidity position to sufficiently ensure the Bank’s ability to meet the withdrawals of deposits and manage to operate its ongoing business for no less than one month. The Bank maintains its liquid asset maintenance ratio at a level no less than 6.0% of the certain types of its deposits and borrowings, as prescribed by the Bank of Thailand’s regulation. As of December 31, 2011, the Bank’s cash on hand, cash at the central cash centers, deposits with the Bank of Thailand, and unencumbered securities totaled Baht 28,622 million. • Asset Classification, Provision of Reserves, and Bad Debt Write Off The Bank complies with the Bank of Thailand’s regulation on asset classification and provision of reserves, and the measures prescribed by the Risk Management Committee. The Bank writes off its bad debts on the conditions that 1) the borrower does not have the ability to pay (e.g. completion of litigation process and obtain court judgment); 2) the borrower does not hold any marketable assets or has no guarantors, or 3) the collaterals have no value. For bad debt write-off and
54
KIATNAKIN BANK
Annual Report 2011
bad debt recovery, the Bank adheres to the rules as prescribed in the Bank of Thailand’s notification and the Revenue Department’s conditions and procedures on bad debt write-off, as well as the measures prescribed by the Risk Management Committee. In any case, such bad debt write off must provide no benefits to the Bank’s directors, top executives, shareholders, or other related parties, or entities in which those individuals have any interest. • Securities Business Securities businesses operated by the Kiatnakin Securities Company Limited (KKS) are as follows:
Source of Fund: Most of the KKS source of funds comes mainly from its equity capital, cash flow from operations, and borrowings from financial institutions, to be used for working capital. Approval of Trading Facility and Approval Authorities: It is the KKS’s policies to consider granting its trading facility on the basis of the customers’ occupation and position, financial position, and repayment ability. Margin Trading: KKS’s risk management team is assigned by the company to review and prepare the list of “marginable securities”, and raise/adjust “maintenance margin”. The selections of marginable securities are made on the basis of their high trading volume, good fundamental performance, or securities of which their volumes are on the rebound. Securities Investment Policies: KKS also trades or invests in equity securities and derivatives for its own profits. It has written investment policies which prescribe rules and practice guidelines and are approved by its Board of Directors. The investment policies take into account various risk factors and risk management measures; such as limits on investment amounts, prescribed investment types , restriction on risky securities, limit on amount of securities invested at certain times, limit on the maximum investment value per security, and stop-loss /maximum loss per security. In addition, the company also applies a risk management system, protection against any conflict of interest, and the “Chinese wall security policy”. All the investment policies and risk management measures accordingly comply with the SEC rules and regulations. Capital Adequacy: As of December 31, 2011, KKS’s Net Capital Rule (NCR) was 125.43%, exceeding the SEC’s requirement of 7.0%.
55
Risk Factor
Risk Management Overview
Kiatnakin Group acknowledges risk factors, both internal and external, that may affect its operation such as changes in the economy, industry, the environment or business operational procedures. In this regard, Kiatnakin Group has placed importance on regular and continuous risk management with a Risk Management Division which is an independent unit to regulate and support the risk management practice of Kiatnakin Group. In 2011, Kiatnakin Group restructures risk management’s organization to be in line with Kiatnakin Group’s organization and also appoints the risk management support department to play a crucial role to develop and monitor risk modeling. Besides, risk management conforms to the guidance of the Bank of Thailand, Kiatnakin Group also applies the enterprise risk management following the guideline of The Committee of Sponsoring Organizations of the Treadway Commission (COSO), a framework for risk management across the enterprise integration based on international principles. Moreover, COSO integrates the risk management, strategic plan and business opportunity to achieve the goal effectively and efficiently as well as permanently create the value added for Kiatnakin Group’s shareholders and stakeholders.
56
KIATNAKIN BANK
Annual Report 2011
Risk Management Policy and Risk Management Guideline
Kiatnakin Group’s key policy for risk management is to manage overall risk of Kiatnakin Group. Kiatnakin Group as a mother company is responsible for risk management centralization to ensure its appropriateness and effectiveness whereas each business and its respective divisions are required to understand their risks and manage them sufficiently, rightly and effectively under the centralized framework and risk management policy of Kiatnakin Group. The Risk Management Department plays a role to regulate and examine to ensure that each business line and unit have sufficient risk management and control system. Furthermore, there is an allocation of fund suitable to revenues and risk of such business line based on operational risk and business damages that may inflict the determination of revenue-generating policy of such business. Kiatnakin Group gives priority to training and development of employees’ knowledge in risk management which encourages Kiatnakin Group to achieve the goal effectively and efficiently. In addition, Kiatnakin Group also places importance on the risk management and capital disclosure to the public with accurate, complete and consistent.
Risk Management Framework
The roles and responsibilities of the relevant committees and risk management authorities:
• Board of Directors
Supervise the Kiatnakin Group’s Risk Management Committee to ensure the determination of policy, procedures and control measures on risk management on various aspects covering the risk on strategic, credit, market, liquidity and operation.
• Risk Management Committee
Determine risk management policy, revising adequacy of policy and risk management system as well as supervising and monitoring risk volume of Kiatnakin Group to be at a level cohesive to Kiatnakin Group’s risk appetite. The aim is to maintain all risks within an acceptable boundary and conduct business at a suitable of return.
• Risk Management Group
Design and develop tools and risk management process and also educate to business unit and subsidiaries of Kiatnakin Group. Moreover, Risk Management analyzes, monitors, controls and prepares the risk management report of Kiatnakin Group in order to manage following the risk appetite.
• Internal Audit Group
Audit and verify the operational processes in accordance with policies, regulations and operational risk management. Internal Audit examines and assesses the performance of internal control system and quality of operational processes to controls and reduces the risk.
57
• Capital Management Department
Plan, monitor and determine Kiatnakin Group’s capital for the sufficiency of capital to service the group’s financial activity and business performance. Importantly, Internal Capital Adequacy Assessment Process (ICAAP) has been properly utilized; it supports Kiatnakin Group to manage overall risks in any normal environment or in crisis, and also to be in accordance with the capital management standards under Pillar 2 of the Bank of Thailand requirement.
• Risk Owner
Be the product owner/ departments / branches / and units of Kiatnakin Group, response to manage the various risks, processes and systems related products and services of their departments. The objective is to control the risk based on risk appetite and followed policies, regulations and risk management procedure as well as identification, assessment, monitoring and reporting of risk.
Improvement for Risk Management
Board of Directors approve Risk Road Map to be the guidelines of long term risk management consisting of 3 parts which are 1. Development of data warehouse infrastructure 2. Development of risk management tools 3. Capital enterprise risk management The project period is five years and aims to improve the credit risk complied with the capital requirements based on internal model, using Internal Rating Based Approach (IRB). Kiatnakin Group has developed risk management approach that includes ICAAP and Basel II Pillar 2 Standard Approach. As a result, all significant risks could be managed and under control. Also, all approaches ensure that the Kiatnakin Group has a sufficient capital to cover any risks and its business growth. Scenario analysis has brought to the risk management procedure for the determination of risks under any unanticipated crisis as well as the capital sufficiency. By all means, policies, procedures, and practices of risk management are transformed to a written with approved by the Board of Directors.
Key Risk Categories
Kiatnakin Group has placed importance on risk management on all aspects. Furthermore, Kiatnakin Group conforms to the guidance of the Bank of Thailand and expands to its business group, Kiatnakin Securities Co., Ltd., Kiatnakin Fund Management Co., Ltd. and Erawan Legal Office Co.,Ltd. The five aspects of risk are as follows: 1. Strategic Risk 2. Credit Risk 3. Market Risk 4. Liquidity Risk 5. Operational Risk
58
KIATNAKIN BANK
Annual Report 2011
1. Strategic Risk
Strategic risk arises from the derivation of strategic plan and implementation that are improper or inconsistent with the strategies, policies, organizational goals, competition and resources of the organization, which would eventually affect the revenues and capital of Kiatnakin Group. This is a result from both internal and external factors. Strategic risk management of Kiatnakin Group starts with the key components of risk management which are risk identification, risk assessment, risk monitoring and reporting, and risk control. Kiatnakin Group identifies and assesses the strategic risk on two aspects which are risk on unachievable target and risk on annual strategic and business planning process. When the important Strategic risk is found, Kiatnakin Group reduces the risk, monitors and regularly reports to the Board of Directors and executives. Regarding the strategic risk management of Kiatanakin Group’s subsidiaries, all procedures should rely on the strategic risk management policy of Kiatanakin Group as well.
Risk factors in Business Operation
1.1 Risk of economic uncertainty In 2012, Thai economy may face the various risks. Kiatnakin Group expected that Thai economy will be slowdown in the first quarter of 2012 primarily due to two aspects as follows: 1) Global economy is likely to slow down in 2012 as a result of Euro Debt Crisis. The U.S. economy may decelerate from the volatility of global capital markets, which will be affected the confidence. In addition, Asian countries will be significantly influenced by the export of goods to major markets. 2) Flood crisis in Thailand at the end of 2011 has importantly affected the Thai economy. The last signal shows that the Thai economy sharply shrinks, in particular, export and three main sectors of industrial manufacturing: automotive, electronic components and electric appliances. Therefore, Kiatnakin Group still continuously and cautiously carries on the risk policy while having a plan to develop more efficient database and risk management tools as well as integrate risk management into every step of business operation. Furthermore, Kiatnakin Group has also assessed business scenario and stress test exercise as well as prepared responding plan for unexpected crises to ensure that the capital is sufficient in the stress situation. Kiatnakin Group also adheres to the risk management principle of maintaining high liquidity and good credit procedure. 1.2 Risk from Capital Adequacy As the Bank of Thailand announce the regulation for Internal Capital Adequacy Assessment Process ICAAP), which is effective on December 31, 2010 Kiatnakin Group significantly places the importance on capital management to ensure that Kiatnakin Group maintains the capital above the capital target as well as has the methods or tools to appropriately assess capital adequacy.
59
The capital management is coordination with the various departments to achieve consistency of the Kiatnakin Group‘s performance, target, strategy, business plan and risk appetite approved by Board of Directors. The capital target is determined and reviewed at least annually. If the changes significantly impacted the level of capital, the capital target will be corrected as well. Based on the calculation of capital adequacy accordance to the Basel II, Kiatnakin Group maintains the capital requirement under Standardised Approach (SA) for credit risk and Basic Indicator Approach (BIA) for operational risk. Capital is not required for other risks because the volume of transactions has not reached the significance level according to the Bank of Thailand ‘s notification. However, Kiatnakin Group has the policy to maintain excess capital in accordance with risk appetite which is much more than the minimum capital requirement of the Bank of Thailand and sufficient for all risk in Pillar 1 and Pillar 2. Although both credit risk and operational risk grow substantially in recent years, the increase in bank’s capital is greater than the increase in risk. The capital increases of 3,488 million from the last exercise of warrants at fourth (KK #4) at the end of 2010 and net profit after dividend payment. As of December 31, 2011, the regulatory capital adequacy ratio (BIS ratio) of bank is at 15.40%, increasing 0.22% from 2010, remaining higher than the 8.50% required by the Bank of Thailand. A total of capital Baht 22,285 million reflects the strength of capital for all risks including business expansion in the future. While Tier-I and Tier-II capital are 14.70% and 0.69% respectively. Capital adequacy ratios Capital adequacy ratios Minimum required by the December 31, 2010 December 31, 2011 (%) Bank of Thailand Tier I Capital 14.55 14.70 4.25 Total Capital 15.18 15.40 8.50 However, Kiatnakin Group plans to maintain capital in accordance with Internal Rating Based Approach (IRB) for credit risk and the Standardised Approach (SA-OR) for operational risk in the future. Both methods reflect the risks better than current methods; therefore, the required capital for retail loan will be lower. This shows that the risk for capital adequacy will be decreased. Besides regulatory capital, economic capital is being developed to assess the capital adequacy for various risks of Kiatnakin Group. This method is the internal assessment and will be monitored along with regulatory capital in the future. For regulatory capital requirement in accordance with Basel III, which is effective for years to come, the quality of capital is more concern. The Common Equity Tier 1 (CET1), is composed mainly of common stock and retained earnings, will be the highest quality and able to handle loss best. Furthermore, CET 1 of the bank is approximately 95.5% of total capital. This displays that the capital quality and capital level of Kiatnakin Group is more adequate for business expansion and all risk under Basel III.
60
KIATNAKIN BANK
Annual Report 2011
Capital Requirement Policy
Kiatnakin Group has policy to maintain capital for the various risks and business expansion in the future. Capital target and minimum capital requirement, are defined in risk appetite statement of the Kiatnakin Group, are not less than the requirements of the Bank of Thailand. The regulatory capital adequacy ratio (BIS ratio) and Tier-I adequacy ratio are required at 8.50% and 4.25% respectively. Capital target and minimum capital requirement, are defined in risk appetite statement of the Kiatnakin Group, are approved by Board of Directors and reflect the main objectives as follows: • Maintain the capital higher than 8.50% required by the Bank of Thailand base on Pillar 1 notification to handle other significant risks unidentified. Kiatnakin Group preserves the capital in accordance with risk appetite and risk tolerance approved by the Board of Directors. • Consider the level of capital in stress situation and prepare the capital contingency plan as well. • Maintain the adequate capital for the risks of Kiatnakin Group under Pillar 2. • Regard to the impact of maintained capital on shareholders. In order to assess the capital completely, Kiatnakin Group • Develop the risk assessment system, evaluated using quantitative methods in normal and stress scenarios, for credit risk, market risk, operational risk, credit concentration risk and interest rate risk in the banking book. • Improve the criteria of capital requirement associated with type of significant risk and business unit in Kiatnakin Group. • Prepare capital plan and capital contingency plan to maintain the capital higher than minimum regulatory requirement. • Develop business performance system consider cost of capital and allocate return on equity by business unit. • Improve the risk assessment and capital adequacy by economic capital. Kiatnakin Group has a policy on being a specialized business focusing on hire-purchase, real estate and investment management business to achieve expertise and competitiveness in that business. With that strategy, Kiatnakin Group therefore has the following risk control measures: • Maintain Capital Adequacy Ratio (CAR) at an adequate level to respond to the impact of business concentration of the Bank and fluctuation of future incomes. Nonetheless, the Kiatnakin Group maintains a higher ratio than the average industrial level. As of December 31, 2011, the ratio was 15.40%,
higher than the 8.50% as per the Bank of Thailand’s notification, or a capital sum of Baht 22,285 million. • Minimize market and liquidity risk while addressing the credit risk with Kiatnakin Group’s long-standing expertise.
61
• Control the diversification of present core business of Kiatnakin Group at an appropriate level while seeking potential new core business. In addition, strategic risk management is taken responsibility by the Board of Directors and Executives Committee. Strategic and business planning department prepares and reviews strategic plan as well as monitor Kiatnakin Group’s performance. The department presents the strategic plan to Executives Committee for acknowledgement and then proposes the acknowledged strategic plan including budgeting framework to the Board of Directors for approval. Kiatnakin Group also tracks and compares between performance and business plan to find out the causes and solution as well as closely follow-up corrective actions.
2. Credit Risk
Credit risk is a risk wherein a debtor is unable to fulfill the terms and conditions of a contract making him unable to repay the due debt or intends to default the contract. Should the credit risk occur with uncertainty, Kiatnakin Group would have to increase its provision which would affect its net profit and capital fund of the Kiatnakin Group.
Risk factors in Business Operation
2.1 Credit Concentration Risk Kiatnakin Group sets the ceiling of credit concentration risk to limit the impact of losses from distressed debt and Kiatnakin Group’s earnings volatility which is divided into three aspects; Single Lending Limit, Large Borrower Concentration, and Sector Concentration. 2.2 Risk of non-performing loans and collateral Kiatnakin Group gradually reduces non-performing loan (NPL) following NPL plan and revised lending policy as well as controls and monitors the loan quality. Kiatnakin Group also continuously assesses and reviews the value of collateral. Appraised value will be estimated by Kiatnakin Group’s internal assessors or external assessors complied with the Securities and Exchange Commission. These will be moderated by the Appraisal Subcommittee according to the appraisal process and procedure. The guideline of credit risk management is to focus on lending to specialized business in accordance with lending policy, lending criteria and conditions, loan approval authority including the tools such as mapping the credit rating. Kiatnakin Group gives priority to the ability to repay the loan, capability and reliability of the entrepreneur as well as closely monitors the loan. This lets Kiatnakin Group know the loan quality and support the customer quickly. Kiatnakin Group places importance on the structure of credit risk management, covered comprehensive policy that is consistent with strategies and risk appetites, taken responsibility by the Risk Management Committee. In 2011, Kiatnakin Group has developed new credit risk model for retail loan and commercial loan. This model performs in parallel with the current model to test the usability and accuracy.
62
KIATNAKIN BANK
Annual Report 2011
Non-performing loans of the Bank only at the end of 2011 totaled 4,735 million or 3.5% of total loans. Details of non-performing loans are as follows. December 31, 2010 December 31, 2011 Type Million Baht % of loan Million Baht % of loan Retail 1,004 1.3 1,375 1.3 lending 783 1.1 989 1.0 Hire-Purchase 55 2.0 60 2.0 Personal loan 2 0.2 67 4.0 Micro SMEs loan 164 10.0 258 17.0 Housing loan Commercial lending 3,125 12.1 2,449 8.0 2,600 17.8 1,962 11.6 Real Estate Development 525 4.7 486 3.6 SMEs loan Special 840 43.2 912 57.0 Asset Management loan Total loan 4,968 4.6 4,735 3.5 Hire-Purchase Loan is business with low fluctuation and high growth rate, yet, the competition in terms of service and interest rate is visibly high. However, it is a business wherein the risk is self-distributed. Major risk factors would arise from changes in economy, laws and automobile industry which would affect the repayment ability of debtors as well as policy and business operation of Kiatnakin Group. As of end of 2011, Kiatnakin Group has accrued non-performing hire-purchase loans of Baht 989 million or 1% of the total hirepurchase loan. Real Estate Development; the risk management is focused on the selection and approval process for projects with potential and prospect of success within the current and forthcoming market conditions. Additionally, Kiatnakin Group also looks for dispersion of projects and product characteristics. Determination of return is based on an apparent credit risk level to reduce impact from changes in real estate environment, competitors and consumers. At the end of 2011, for real estate, Kiatnakin Group had a total NPL of Baht 1,962 million or 11.6% of the real estate loan, a decrease of Baht 638 million from the end of 2010. The majority was NPL from loan approved before 2006 prior to a tightening of credit policy. Kiatnakin Group has also gradually resolved the problems leading a continuous decrease of NPL volume. Verification of credit quality focuses on suitability with loan limit of each group along with close monitoring of subprime loan. Kiatnakin Group has tightened its real estate loan policy leading to better quality of new loans and appropriate dispersion of project location in consistent with the market conditions.
63
SME loans is comprised of apartment loan, floor plan loan, logistic loan, printing and packaging loan, are loan granted to business related to the Bank’s core credit products. At the end of 2011, SME loans were Baht 13,640 million, an increase of Baht 2,505 million from 2010. NPL was Baht 486 million or 3.6% of SME loans. Special Asset Management is a business with volatility of cash flow, debt restructuring period and collateral value. The success of which therefore depends upon ability and efficiency of restructuring process that is appropriate to the repayment ability of debtor and credit collateral as well as internal and external legal process. With regards to overall concept for business lending, Kiatnakin Group, with realization of such business fluctuation, has placed importance on selection of quality loan process and high level of capital reserve and provision for doubtful debt. The flood crisis, in the fourth quarter of 2011, affected the loan portfolio of the Kiatnakin Group around 9.0% of total loans. Kiatnakin Group gave the measures to help the affected customers such as the moratorium 3-6 months for retail loan, the low-interest loans for rehabilitation and the revised payment for a commercial loan, etc. In addition, Kiatnakin Group estimated the loan of 1.2%, or Baht 1,600 million, would become NPL leading to additionally reserve the provision for doubtful debt approximately Baht 460 million. However, at the end of 2011, Kiatnakin Group reserved the provision for doubtful debt not less than 50% of estimated provision. At the end of 2011, the doubtful debt provision was 108.0% of total NPL, increased from 85.1% in 2010. This provision will be reserved to sufficiently accommodate impact from changes in economic environment with impact on the business and keep for recent flood crisis.
3. Market Risk
Market risk is the risk caused by movement of interest rate, foreign exchange rate and debt instrument prices in both money and capital markets that have impact on the financial performance of the Bank. The guideline of liquidity risk is to ensure that the market risk is managed in accordance with risk appetite and risk management policy of Kiatnakin Group. Moreover, the policy, risk indicators and risk limit are appropriately provided along with type of financial transactions in Kiatnakin Group. Asset and Liability Management Committee (ALCO) and Treasury Department take the responsibility to administer, monitor and control the market risk in accordance with risk management policy as well as report to Risk Management Committee at least once a month.
Risk factors in Business Operation
3.1 Interest Rate Risk Interest rate risk is the main risk factors for the market risk. In 2011, Kiatnakin Group developed and improved Economic Value of Equity Model (EVE Model), being more powerful and compliance with the Bank of Thailand, to evaluate the impact of interest rate risk to economic value of Kiatnakin Group.
64
KIATNAKIN BANK
Annual Report 2011
With realization on the importance of interest rate variability which has direct effect on net interest incomes, the Board of directors has therefore assigned the Assets and Liability Management Committee (ALCO) to monitor and control their impact through the adjustment of terms and time period for restructuring of liability interest rate in accordance with assets; for example, to track and measure impact on net interest incomes under simulated scenarios within the specific time period. The practice has resulted in low market risk for Kiatnakin Group. Owing to the structure of asset and liability of the Bank as of December 31, 2011, the interest rate increases by 1.0% the Bank’s net interest incomes would reduce by 2.1% of estimated net interest incomes in the one year further as well as impact the bank’s economic value by 4.1% of the Bank’s capital. 3.2 Impairment of Foreclosed Assets Risk Kiatnakin Group provides the policies to reduce the volatility of foreclosed assets; for example, the appraisal and review of the asset on a regular basis, a record of foreclosed assets at the lower between fair value and book value, the impairment amortized by period of holding. At present, Kiatnakin Group have the book value of foreclosed asset at 53.3% comparing to appraisal value. Even though the foreclosed assets sale in the past has had the value very close to their appraisal value, the real estate market price merely has impacted the financial position and performance of the Bank. So, the Bank has remained the strict accounting policy of recording reserves for a declining value on an asset holding period. As of December 31, 2001, the book value of foreclosed asset was Baht 6,543 million whereas its appraisal value was Bath 12,280 million, or 187.7% of its book value. 3.3 Exchange Rate Risk The exchange rate risk of Kiatnakin Group is low because Kiatnakin Group has in significant transactions and direct impact from foreign exchange rate. Kiatnakin Group reports on the daily market value and specifies loss threshold to minimize impact for investment in security available for sale. In addition, the transactions of trading book are lower than threshold determined by the Bank of Thailand. 3.4 Equity Price Risk Due to the Bank’s investment policy, the performance of the company that issues bonds has been evaluated. As well as the investment policy on equity market, an intermediate to long-term investment strategy has been utilized as a primary investment strategy. The Bank manages the equity pricing risk by watching and reporting that risk on a market price daily movement. In fact, the acceptable loss level is also specified to reduce the severe impacts on this risk. Regarding the market risk management of Kiatnakin Group, the Bank has followed through the Bank of Thailand’s regulations on the Consolidated Supervision. This risk management supervision includes evaluating, monitoring, reporting, and controlling the market risk on each individual subsidiary of Kiatnakin Group to be in
65
accordance with the group’s risk management strategy and policy. Each subsidiary is required to regularly report its market risk situation to the Risk Management Committee of the Bank for a purpose that any losses could be prevented and decreased in their severity.
4. Liquidity Risk
Liquidity risk is the risk wherein Kiatnakin Group may be unable to fulfill its obligation within a specified time period because Kiatnakin Group cannot convert the asset into cash or fund in time. The guideline of liquidity risk is to ensure that Kiatnakin Group holds appropriate and adequate capital to pay or repay its current and future obligation while being able to suitably utilize such capital to yield benefits during positive market climate. Kiatnakin Group fully realized parameters of its small size and credit portfolio that concentrates on certain industries. When coupled with the fact that cash inflow from real estate and debt management are highly fluctuated and unpredictable and cash outflow from deposit withdrawal, the Bank may be affected from future changes in laws relating to deposit protection. In this regards, Kiatnakin Group has cautiously carried out liquidity risk management as well as assessed the situation and conducted activities to minimize the impact on a continuous basis. The liquidity risk management of the Kiatnakin Group is under the supervision of the Assets and Liability Management Committee (ALCO) who has strictly and continuously carried out policies to maintain and manage Kiatnakin Group’s liquidity to ensure appropriate liquidity level which are as follows: • Maintenance of high level of liquidity on a continuous basis. • Control difference between Liabilities and asset at an acceptable level. • Maintenance of high long-term liabilities ratio. • Maintenance of distribution of liability genres. • Expansion of deposit base both major customers and dispersion of due date period. • Provision of contingent liquidity reserves. In addition, Kiatnakin Group regularly exercises liquidity stress test in various scenarios as well as prepare contingency funding plan defined role and responsibility of executives and related parties. The plan is practiced on annual basis. Regarding the liquidity risk management of Kiatnakin Group, the Bank has followed through the Bank of Thailand’s regulations on Consolidated Supervision. This risk management supervision includes evaluating, monitoring, reporting, and controlling the liquidity risk on each individual subsidiary of Kiatnakin Group to be in accordance with the group’s risk management strategy and policy. Each subsidiary is required to regularly report its liquidity risk situation to the Risk Management Committee of the Bank for a purpose that any losses could be prevented and decreased in their severity.
66
KIATNAKIN BANK
Annual Report 2011
5. Operational Risk
Operational risk refers to the risk of direct or indirect losses in bank earnings and capital funds, resulting from failure or inadequate processes, personnel, operating and IT systems, or external events. The guideline of operational risk management is to manage through systematic risk by identification, assessment and monitoring. All units of Kiatnakin Group are required to continuously report their major risks, risk controls and key risk indicator as well as provide the measures to reduce risk in accordance with risk appetite. In addition, Kiatnakin Group also requires all units to collect and report the loss data as well as the near miss in a risk event database for the purpose of risk management and supporting the development of operational risk measurement models in the future. Kiatnakin Group places great importance on new product release. To ensure that new products are in line with risk appetite and the process is properly controlled, all units have to completely do all risk assessment and risk control by releasing to customers. In addition, Kiatnakin Group also has an efficient operational risk management process. In the event of damage, the risk owner will work with risk management, internal audit and compliance to analyze the causes of the incident. This risk owner also takes responsibility to control and monitor the events as well as provides the plan to reduce damage under the risk appetite within a reasonable time including operation cost compared with benefits. The structure of Kiatnakin Group’s Risk Management facilitates the operational risk management effectively. Besides the Board of Directors, Risk Management committee and Internal Audit, the Risk Coordinator (Risk-Co) coordinates and participates in risk management process, identification, measurement, monitoring, reporting controlling and coordinating within the unit in order to communicate the policies and guidelines on operational risk management. In the event that can become the significant operational risk, Riskco will report to Risk Management. Due to natural disasters and political unrest, Kiatnakin Group designated units which have critical activities to prepare a business continuity plan to ensure that all key transaction continues in case of emergency. In 2011, Kiatnakin Group has improved the standard on operational risk management by developing various projects; • Capital calculation project using the standardized approach (SA-OR Project), Kiatnakin Group directly benefits on ability to compete with peers and also reflects the risk closed to the actual. • Operational Risk Management System Enhancement Project in order to enhance risk control and respond to the damage properly and timely which complied with international standards. Kiatnakin Group has joined the Operational Loss Data Pooling project held by the Bank of Thailand. The operational loss of Kiatnakin Group can be compared with other banks. The data also benefits to develop a capital requirement model for operational risk by the Advanced Measurement Approach (AMA).
67
Management Discussion and Analysis Management Discussion and Analysis discusses principal changes in the audited consolidated financial statements for the year 2011 comparing with that of the year 2010.
• KK Business Strategy in 2011
Kiatnakin Bank’s business policy in 2011 is to continue focusing on loan growth, asset quality improvement, and reducing down NPL level. The Bank targets to expand deposit base nationwide through bank branches and to emphasize on wealth management business. The Bank’s business targets in 2011 are as follows; Targets (%) Return on average equity (ROE) Loan growth Loan Spread (incl. DPA fee) NPL/Total Loans** Loan loss reserve/ NPLs (coverage ratio)
Target 2011 13.0 -15.0 24.0 4.5-5.0 3.7-3.9 85.0 – 90.0
Actual 2011 13.0 26.5 4.3 3.5 108.0
* *NPLs/Gross loans excluding interbank
In 2011, the Bank opened 10 new branches, adding to totally 72 branches (including head quarter) at the end of 2011. Total number of employees was 3,664 people, increased from 3,365 at the end of 2010.
• Summary of Performance of the Bank and subsidiaries
Operating results of the Bank and subsidiaries, comparing the financial performance in year 2011 with year 2010, the consolidated net profit totaled Baht 2,859 million, rose by 0.7%yoy, compared with the net profit of Baht 2,840 million in 2010. The improvement was mainly from net interest income increasing by 11.2%yoy. Interest income rose by 28.9%yoy due to strong loan growth of 26.5%yoy and increase in interbank and money market items. Interest expenses rose by 63.9%yoy from greater volume of deposits and borrowing to support entire lending business. Moreover, early 2011, market rate had an upward trend before gradually declined by the end of the year.
68
KIATNAKIN BANK
Annual Report 2011
Net fee and service income increased by 23.2%yoy mainly from bancassurance business, caused by the strong growth in hire purchase. Brokerage fee was at the same level as last year. Gain from sales of foreclosed assets dropped by 16.0%yoy from a high competition in the market in selling foreclosed assets from the government asset management agency, which is Thai Asset Management Corporation (TAMC), before TAMC’s liquidation in June 2011. Consequently, sale of foreclosed assets of the Bank was below the target. Other operating expenses increased by 6.8%yoy following employees and branches expansion - 10 branches newly opened in 2011. In addition, the rising expenses came from the rebranding of the Bank by launching new promotions and advertisements. Bad debts, doubtful accounts and loss on debt restructuring totaled Baht 1,278 million, rose by 172.0%yoy. This was a major consequence of a severe flooding in Thailand during the end of year, which the Bank carefully assessed, both direct and indirect impacts to all loan accounts, and set aside more provision. Basic earning per share and diluted earnings per share of year 2011 equaled to 4.52 and 4.50 Baht respectively, comparing with 5.20 and 4.97 Baht in ending 2010. The return on average equity (ROAE) was 13.0%, and the return on average assets (ROAA) was 1.7% both slightly reduced from 14.7% and 2.1% respectively in 2010. Regarding the progress of legal issue with the Legal Execution Department (LED) in foreclosed assets bidding process causing LED payable of Baht 575 million recorded in 4Q10, the Bank has been informed that the Supreme Court considered not to accept the case, however, the case is still pending on some legal issues. Therefore, there was no accounting impact shown in the Bank’s financial statements for the year 2011. Due to 2011 Thailand severe flooding, the Bank of Thailand announced the policy that allowed commercial banks to remain their customer’s loan classification at the same level before the flood as well as encouraged all banks to provide reliefs to all affected customers through debt payment rescheduling and debt restructuring. However, the Bank conducted the total impact on loan portfolio assessment estimating direct and indirect impact, it was around 9-11% of outstanding loan portfolio impacted by the flood, therefore the Bank has provided several financial measures to help our affected clients including stop repayment both principal and interest as well as appropriated debt restructuring. Additionally, the Bank set aside more provision and monitoring affected clients closely to ensure good asset quality.
69
Revenue structure
Interest income Interest expenses Net interest income Fees and services income Fees and services expenses Net fees and services income Gains (loss) on trading and foreign exchange transactions Gain (loss) on investments Gain from sale of foreclosed assets Dividend income Other operating incomes Total operating incomes Other operating expenses Employee’s expenses Directors’ remuneration Premises and equipment expenses Taxes and duties Loss incurred from breach contract bidding Loss from revaluation of foreclosed assets (reversal) Other expenses Total Other operating expenses Impairment loss of loans and debt securities Profit from operating before income tax expenses Income tax expenses Net profit Total comprehensive income Net profit attributable to: Equity holders of the Bank Non-controlling interest Earnings per share of Equity holders of the Bank Basic earnings per share (Baht) Diluted earnings per share (Baht)
70
KIATNAKIN BANK
Annual Report 2011
BAHT’000 CONSOLIDATED FINANCIAL STATEMENTS 2010 2011 8,767,254 11,296,385 2,941,643 4,820,659 5,825,611 6,475,726 1,255,556 1,573,428 103,542 154,092 1,152,014 1,419,336 108,528 (11,640) 258,307 179,544 1,482,578 1,244,851 65,417 54,943 182,484 166,901 9,074,939 9,529,661
Change Amount 2,529,131 1,879,016 650,115 317,872 50,550 267,322 (120,168) (78,763) (237,727) (10,474) (15,583) 454,722
%
28.8 63.9 11.2 25.3 48.8 23.2 (110.7) (30.5) (16.0) (16.0) (8.5) 5.0
1,817,122 9,184 703,900 208,398 582,749 71,827 1,132,113 4,525,293 469,961 4,079,685 1,213,435 2,866,250 3,184,509
2,340,283 13,331 859,225 270,843 (110,748) 1,457,599 4,830,533 1,277,642 3,421,486 535,212 2,886,274 2,762,099
523,161 4,147 155,325 62,445 (582,749) (182,575) 325,486 305,240 807,681 (658,199) (678,223) 20,024 (422,410)
28.8 45.2 22.1 30.0 (100.0) (254.2) 28.8 6.7 171.9 (16.1) (55.9) 0.7 (13.3)
2,840,152 26,098
2,858,963 27,311
18,811 1,213
0.7 4.6
5.20 4.97
4.52 4.50
(1) (0)
(13.1) (9.5)
• Interest income
Interest income was Baht 11,296 million, rose 28.8%yoy, contributing from all business. Interest income from hire purchase and financial lease income was Baht 6,565 million, up 26.2%yoy, relative to the expansion of hire purchase business by 31.2%yoy--greater than the estimated target of 27.0%yoy. Interest income from loans totaled Baht 2,876 million, rose 23.4%yoy following continuous strong loan growth. Interest income from interbank and money market increased by 681.7%yoy resulting from rising interest rate environment. Interest income from investment in loan, which is depending on success of debt restructuring and litigation process, increased by 10.5%yoy. Interest income from investment declined by 15.4%yoy mainly from investment in fixed income. BAHT’000
Interest income Interest on loans Interest on interbank and money market items Hire purchase and financial lease income Interest on securities Interest on investment in loans
CONSOLIDATED FINANCIAL STATEMENTS 2010 2011 8,767,254 11,296,385 2,331,239 2,875,617 91,688 716,763 5,203,559 6,565,364 470,913 398,165 669,856 740,478
Change Amount 2,529,131 544,378 625,074 1,361,805 (72,748) 70,622
% 28.8 23.4 681.7 26.2 (15.4) 10.5
• Interest expenses
Interest expenses were Baht 4,821 million, increased by 63.9%yoy due to the rising interest rate trend, coupled with high liquidity coming from significant volume of deposits and borrowings. Interest expense on borrowing and interest expense on deposits increased by 174.0% and by 19.6%yoy respectively. Interest expense on interbank and money market expanded remarkably 161.3%yoy while Deposits Protection Act (DPA) fee dropped by 1.6%yoy due to the decrease of deposit amount by 9.1%yoy. It was resulted from the Bank funding more through Bills of Exchange (BE) in responding to the Deposits Protection Act with the lower guarantee to Baht 50 million, becoming effective in August 2011. BAHT’000
Interest expense Interest on deposits Interest on interbank and money market items Interest on debt issued and borrowing Fees and charges on borrowing DPA fees
CONSOLIDATED FINANCIAL STATEMENTS 2010 2011 2,941,643 4,820,659 1,742,073 2,083,789 64,026 167,277 830,498 2,275,614 13,806 7,462 286,517 291,240
Change Amount 1,879,016 341,716 103,252 1,445,116 (6,344) (4,723)
% 63.9 19.6 161.3 174.0 (46.0) (1.6)
71
• Net interest income
Net interest income was Baht 6,476 million, rose by 11.2%yoy. Loan spread narrowed further due to cost of fund increased slightly faster than yield on loans following rising interest rate environment; however, the Bank still gained benefit from re-pricing because of a longer duration of deposits and borrowings. (%)
1Q10
Yield on loan Cost of Fund (incl. DPA fee) Loan spread
8.0 2.7 5.3
Quarter 2Q10 3Q10 7.8 2.6 5.2
7.9 2.8 5.1
4Q10
Year 2010
1Q11
8.1 2.9 5.2
7.9 2.7 5.2
7.8 2.9 4.9
Quarter 2Q11 3Q11 7.7 3.1 4.6
7.8 3.7 4.1
4Q11
Year 2011
7.7 3.9 3.8
7.8 3.4 4.3
• Net fee and service income
Fee and service income was Baht 1,573 million, increased by 25.3%yoy, comprising of fee from banking business totaled Baht 1,071 million, rose by 36.6%yoy, largely from bancassurance business of Baht 666 million, rose by 53.1%yoy, fee from fund management business operating by Kiatnakin Fund Management Co., Ltd. totaled Baht 30 million, and brokerage income operating by Kiatnakin Securities Co., Ltd. totaled Baht 420 million with remaining the same pace comparing to the previous year. Fee and service expense was Baht 154 million, increased by 48.8% as a result of more business transactions. Net fee and service income totaled Baht 1,419 million, rose by 23.2%.
• Other operating income
Other operating income was Baht 9,530 million, increased by 5.0%yoy from an improvement in net interest income, and net fee and service income. On the other hand, gain from sale of foreclosed assets totaled Baht 1,245 million, declined slightly by 16.0%yoy due to higher competition and severe flooding impact this year. Additionally, gain from investments was Baht 180 million, declined 30.5%yoy from investment in equity. Meanwhile, gain from dividend income declined 16.0%yoy as well as gain on trading and foreign exchange transactions reduced by 110.7%yoy.
72
KIATNAKIN BANK
Annual Report 2011
• Other operating expenses
Other operating expenses were Baht 4,831 million, rose by 6.8%yoy, largely due to a result of additional new branches and more staffs. Therefore, personnel expense rose by 28.8% yoy and premises and equipments expense increased by 22.1%yoy, as well as advertising and promotion expense. Costto-income ratio stood at 51.9% in 2011, rising from 49.1% in 2010. (cost-to-income ratio for 2010 equaled to 42.7%, if stripped out loss incurred from breach of contract bidding in total operating expense)
• Bad debts and doubtful accounts and loss on debt restructuring
Bad debts and doubtful accounts and loss on debt restructuring were totally Baht 1,278 million, increased by 172.0%yoy, including bad debts and doubtful accounts amounting to Baht 1,341 million and gain from transferring investment in loans to loans amounting Baht 63 million. The Bank set aside an additional specific provision for flooding crisis in Thailand in late 2011, and transferred general provision to specific provision therefore outstanding general provision was Baht 423 million at the end of 2011.
• Corporate income tax
Corporate income tax was Baht 535 million, equivalent to the effective tax rate of 15.6%, declined from the previous fiscal year as some types of income were not subject to tax.
• Statements of Financial Position • Assets
As at December 31, 2011, total assets were Baht 189,327 million, up Baht 47,427 million or 33.4%yoy, mainly from total loans net deferred revenue grew by 26.5%yoy from Baht 107,313 million to Baht 135,749 million, driven mainly from hire-purchase loan growth at the rate of 31.2%yoy. Additionally, net investment in securities was Baht 26,753 million, increased by 117.6%yoy from government and state enterprise securities in trading securities. Net investment in loans declined 21.0%yoy as a result of continually debt restructuring process and net interbank and money market rose by 103.2%yoy, while net foreclosed assets declined by 15.4%yoy. Total gross non-performing loans (gross NPLs) were Baht 4,742 million, or 3.5% of total loans, declined from Baht 4,974 million or 4.6% at the end of 2010. Allowance for bad debt and doubtful accounts to total NPLs was 108.0%, increased from 85.1% at the end of 2010.
73
Asset composition BAHT’000 ASSETS Cash Interbank and money market items, net Derivatives Assets Investment in securities, net Investment in subsidiaries, net Investment in loans, net Investment in properties, net Loans and accrued interest receivable, net Loans Securities and derivative business receivables Accrued interest receivable Total loans and accrued interest receivable Less Deferred revenue Allowance for doubtful accounts Allowance for troubled debt restructuring Net loans and accrued interest receivable Properties foreclosed, net Land, premises and equipment, net Goodwill and other Intangible assets, net Receivables from purchase and sale securities and derivatives Accounts receivable from Clearing House Other assets Total assets
• Liabilities
CONSOLIDATED FINANCIAL STATEMENTS 2010 2011 282,132 381,614 7,912,146 16,081,082 278,853 12,292,556 26,753,350 6,699,802 5,291,730 78,070 77,518
Change Amount 99,482 8,168,936 (278,853) 14,460,794 (1,408,072) (552)
119,185,135 340,106 586,330 120,111,571 (12,212,380) (4,233,393) (1,651) 103,664,147 7,736,299 901,147 230,082 413,556
151,922,307 446,249 798,198 153,166,754 (16,619,783) (5,119,272) (733) 131,426,966 6,543,304 938,478 348,503 279,192
32,737,172 106,143 211,868 33,055,183 4,407,403 885,879 (918) 27,762,819 (1,192,995) 37,331 118,421 (134,364)
27.5 31.2 36.1 27.5 36.1 20.9 (55.6) 26.8 (15.4) 4.1 51.5 (32.5)
140,780 1,270,517 141,900,087
33,168 1,171,829 189,326,734
(107,612) (98,688) 47,426,647
(76.4) (7.8) 33.4
% 35.3 103.2 (100.0) 117.6 (21.0) (0.7)
Total liabilities were Baht 165,731 million, increased by 37.0%yoy, deposits were Baht 69,040 million, down 9.1%yoy, comprising of 17.3% current and saving accounts (CASA) compared with 6.3% CASA at the end of 2010 due to “KK Smart Savings” deposit promotion offered to customers. Meanwhile, debts issued total borrowings were Baht 86,013 million, increased significantly 143.6%yoy including Bills
74
KIATNAKIN BANK
Annual Report 2011
of Exchange (BE) amounting Baht 67,652 million, rose by 221.5%yoy and debentures totaling Baht 17,707 million, increased by 24.2%yoy with the issuance of short-term debentures of Baht 11,142 million and long-term of Baht 5,000 million in 3Q11, following the Bank’s policy to expand retail depositors base as well as to fund through BE and debentures in order to support future business growth and a reduction of the Deposit Protection’s coverage amount. At the end of 2011, current and saving accounts were accounted for 7.4% of total interest bearing debt, increased from 4.2% at the end of 2010. Loan to deposits and borrowings ratio stood at 87.3% compared with 96.2% at the end of 2010.
Liabilities composition LIABILITIES
Deposits Current account Saving account Term deposits Interbank and money market items, net Liabilities payable on demand Derivatives Liabilities Debt issed and Borrowings Debentures Bill of Exchange Other fixed income instruments Provisions Accounts payable to clearing house Securities and derivative business payables Accrued interest expenses Other accounts payable Legal Execution Department payable Income tax payable and Specific business tax payable Other liabilities Total liabilities
BAHT’000 CONSOLIDATED FINANCIAL STATEMENTS 2010 2011 75,931,269 69,039,581 254,048 164,376 4,553,311 11,769,864 71,123,910 57,105,342 3,201,942 5,220,382 282,604 231,839 42 701 35,307,852 86,012,821 14,262,000 17,707,000 21,045,499 67,651,871 353 653,950 192,639 223,676 16,135 90,294 475,853 170,996 453,762 872,048 1,094,058 1,537,726 575,380 575,380 745,638 61,583 2,711,829 120,989,003
1,694,365 165,731,392
Change Amount (6,891,688) (89,673) 7,216,554 (14,018,568) 2,018,440 (50,765) 659 50,704,969 3,445,000 46,606,372 653,597 31,037 74,159 (304,857) 418,286 443,668 0 (684,055)
% (9.1) (35.3) 158.5 (19.7) 63.0 (18.0) 1,569.0 143.6 24.2 221.5 185,086.3 16.1 459.6 (64.1) 92.2 40.6 0.0 (91.7)
(1,017,464) 44,742,389
(37.5) 37.0
75
• Shareholders’ equity
Total shareholder’s equity was Baht 23,595 million, up Baht 2,684 million or 12.8%yoy. This is attributable to an increase of 13.5%yoy to Baht 11,263 million of unappropriated retained earnings. On September 23, 2011, the Bank paid interim dividend for 1H11 performance of Baht 1.0 per share, amounting to Baht 634 million. The book value of the Bank and its subsidiaries as of 31 December 2011 equaled Baht 36.6 per share. According to the Annual General Meeting of Shareholders for 2010 approval regarding the issuance of the warrants (ESOP-W2) to purchase new ordinary shares offered to Directors and/or employees of the Bank and/or its subsidiaries, the number of warrant issuance allotment was 25,890,000 units (the initial warrants issuance approved was 26,000,000 units but 110,000 units were cancelled). The first exercise date on 30 September 2011, none of warrant holders exercised. For the second exercise date on December 30, 2011, there were 31 warrant holders exercised 319,400 units equivalent to 319,400 shares and the amount of money received totaling Baht 9,348,838 million. The Bank’s new shares started trading on 11 January 2012. As a result of warrants exercise, the ordinary shares increase to 634,648,264 shares up from 634,328,864 shares with the new paid up capital totaled Baht 6,346,482,640, with 25,680,600 ordinary shares reserved for exercise of warrants.
• Business Segment Performance 1) Banking business
The Bank has realigned organization structure to support business strategy going forward, to improve efficiency of business operations in order to achieve the Bank’s business target, by dividing business groups into Retail Banking, Corporate Lending, Special Asset Management (SAM). The breakdown of total loan portfolio is as follows; Type of loans Retail Lending Hire Purchase Personal Loan Micro-SMEs Loan Housing Loan Corporate Lending Real Estate Development SMEs loan Special Asset Management loan Other loans Total loans and account receivables
76
KIATNAKIN BANK
December 31, 2010 Baht million % 79,288 73.9 73,920 68.9 2,699 2.5 1,042 1.0 1,627 1.5 25,740 24.0 14,604 13.6 11,135 10.4 1,945 1.8 340 0.3 107,313 100.0
Annual Report 2011
December 31, 2011 Baht million % 103,210 76.0 96,946 71.4 3,079 2.3 1,667 1.2 1,517 1.1 30,491 22.5 16,851 12.4 13,640 10.0 1,601 1.2 446 0.3 135,749 100.0
Change % 30.2 31.2 14.1 60.0 (6.8) 18.5 15.4 22.5 (17.7) 31.2 26.5
1.1) Retail Banking loans totaled Baht 103,210 million including hire purchase loan, personal loan, Micro-SME loan, and housing loan, details are as follows; Hire purchase business was Baht 96,946 million, up 31.2%yoy. New hire purchase business volume approved in 2011 totaled Baht 50,869 million (Baht 12,894 million in 1Q11, Baht 12,850 million in 2Q11, Baht 13,117 million in 3Q11, and Baht 12,009 million in 4Q11). The domestic car sales were 794,081 units, down 0.8%yoy compared with the same period of last year. The penetration rate of KK new car hire purchase to the domestic car sales stood at 6.2%. The NPLs of hire-purchase loan was steady at 1.0%, dropped from 1.1% at the end of 2010.
1.2) Corporate lending including Real Estate Development and SMEs loan as follows; (1) Real Estate Development were Baht 16,851 million, grew by 15.4%yoy. Meanwhile, the Bank still places great effort to help and support our customers in order to reduce NPLs. The NPLs stood at 11.6%, dropped from 17.8% at the end of 2010. (2) SMEs loans were Baht 13,640 million, grew by 22.5%yoy. SMEs loan comprises of several business sectors including apartment business, floor plan, logistic business, and printing and packaging business, with 3.6% NPLs compared with 4.7% at the end of 2010. 1.3) Special Asset Management comprises of investment in loans and sale of foreclosed assets Investment in loans totaled Baht 5,292 million, decreased by 21.0%yoy, and net foreclosed assets amounting Baht 6,543 million, down 15.4%yoy. Meanwhile, general commercial loans prior to financial crisis, and investments in financial claims restructured and transferred to loans were Baht 1,601 million, down 17.7%yoy.
77
•
Non - Performing Loans According to the Bank’s business strategy in 2011 during economic downturn to place great emphasize on asset quality control and management, the Bank’ NPLs were reduced, details are as follows; Type of loans Retail Lending Hire Purchase Personal Loan Micro-SMEs Loan Housing Loan Corporate Lending Real Estate Development SMEs loan Special Asset Management loan Total loans
December 31, 2010 Baht million % % of loan 1,004 20.2 1.3 783 15.8 1.1 55 1.1 2.0 2 0.0 0.2 164 3.3 10.0 3,125 62.9 12.1 2,600 52.3 17.8 525 10.6 4.7 840 16.9 43.2 4,968 100.0 4.6
December 31, 2011 Baht million % % of loan 1,375 29.0 1.3 989 20.9 1.0 60 1.3 2.0 67 1.4 4.0 258 5.5 17.0 2,449 51.7 8.0 1,962 41.4 11.6 486 10.36 3.6 912 19.3 57.0 4,735 100.0 3.5
2) Securities business
Securities business is operated by Kiatnakin Securities Co., Ltd, generated brokerage fee income of Baht 420 million, down 0.2%yoy. The market share of Kiatnakin Securities in 2011, both SET and mai, was 1.41%, ranked 24 from total 33 brokerage houses. Total trading volumes of Kiatnakin Securities in 2011 were totally Baht 176,289 million comparing to the total market trading volumes excluding proprietary trading of Baht 12,486,360 million with the SET average daily turnover of Baht 28,854 million. (Trading volumes of KKS in the SET alone were Baht 170,037 million)
3) Fund Management business
As the Bank has held 60% in KK Fund Management Co., Ltd since July 2011, therefore the Bank has consolidated fee income from fund management from 3Q11 onward, in which total fee from fund management was Baht 30 million in 2011. Net asset value (NAV) of the entire market as at December 31, 2011 totaled Baht 3,014,530 million, grew by 4.5% yoy, comprising of Mutual Fund’s NAV totaling Baht 2,082,755 million, Private Fund’s NAV equaled to Baht 316,516 million, and Provident Fund’s NAV was Baht 615,259 million baht, of which equivalent to 69.1%, 10.5%, and 20.4% of total NAV at the end of 2011. As at December 31, 2011, KK-FUND had 0.95% market share and 12th ranking among 23 fund management companies. KK-FUND’s NAV was Baht 19,887 million, all of them were mutual funds, with total 32 funds.
78
KIATNAKIN BANK
Annual Report 2011
• Liquidity
Cash and cash equivalents of the Bank and subsidiaries as at December 31, 2011 totaled Baht 898 million. The net cash flows used in various activities are as follows; • Net cash used in operating activities was Baht 4,799 million, comparing with Baht 5,189 million in 2010, mainly from changes in major operating assets including interbank and money market (assets) increased by Baht 8,110 million, investment in trading and available-for-sale securities increased by Baht 16,403 million, and from loans and receivables grew by Baht 30,186 million. Meanwhile, significant changes in operating liabilities were a decline of deposits totaled Baht 6,892 million, interbank and money market (liabilities) rose by Baht 2,018 million, and short-term borrowings increased by Baht 47,260 million. • Net cash provided by investing activities totaled Baht 1,596 million, compared with Baht 2,733 million in 2010. This was resulting from proceeds from sales of long-term investments in securities totaling Baht 2,638 million, while cash paid for purchase of investments in subsidiaries decreased from Baht 4,078 million in 2010 to Baht 206 million in 2011. • Net cash provided by financing activities was Baht 3,249 million, declined from Baht 7,990 million in 2010 as a result of proceeds from of debenture decreased from Baht 13,469 million baht in 2010 to Baht 8,772 million in 2011. Moreover, cash paid for debenture redemption was Baht 5,327 million and dividend paid was Baht 1,522 million. • Liquid Asset Ratio, the Bank has maintained the average liquid asset ratio of not less than 6.0% of total deposit and certain types of borrowing as stipulated by the Bank of Thailand’s regulations. As of 31 December 2011, the Bank has cash in hands, cash at central cash center, deposit at the Bank of Thailand and eligible securities totaling Baht 28,622 million.
• Investment Expenditure
In 2011, majority of investment was on the information technology system, totaling Baht 135 million and other tangible assets totaling Baht 338 million. All of the aforesaid projects were to accommodate betterment of customer services.
• Sources and Uses of Funds and Relationship • Capital structure
As at December 31, 2011, capital structure based on the consolidated financial statements comprises of liabilities of Baht 165,731 million, and shareholder’s equity of Baht 23,595 million, resulting to debt to equity ratio of 7.02 times. Debts issued and borrowings totaling Baht 86,013 million was the main component of liabilities included, accounted for 51.9% of total liabilities, of which Baht 67,652 million was
79
Bills of Exchange, increased by 221.5% as the Bank was focus more on BE and debentures as a source of fund to support business expansion as well as a reduction of the Deposit Protection’s coverage amount. Deposit dropped by 9.1% to Baht 69,040 million, or accounted for 41.7% of total liabilities, while interbank and money market was accounted for 3.1%of total liabilities.
• Sources and uses of funds
The Bank and subsidiaries major use of funds was loans, amounting Baht 135,759 million at the end of 2011, which grew significantly by 26.5% in 2011, and accounted for 71.7% of total assets. Loan to deposit and borrowing ratio was 87.3%, comparing with 96.2% in 2010. The other uses of fund include interbank and money market items and investment in securities.
• Capital Requirement
Kiatnakin Group has policy to maintain capital for the various risks and business expansion in the future. Capital target and minimum capital requirement, are defined in risk appetite statement of Kiatnakin Group, are not less than the requirements of the Bank of Thailand. The regulatory capital adequacy ratio (BIS ratio) and Tier-I adequacy ratio are required at 8.50% and 4.25% respectively. The capital increased by Baht 3,488 million from the last exercise of warrants at fourth (KK#4) at the end of 2010 and net profit after dividend payment. As of December 31, 2011, the regulatory capital adequacy ratio (BIS ratio) of the Bank was 15.40%, increased by 0.22% from 2010, remaining higher than the 8.50 percent required by the Bank of Thailand. Total capital of Baht 22,285 million reflects the strength of capital for all risks including business expansion in the future. While Tier-I and Tier-II adequacy ratio were 14.70% and 0.69% respectively. If including the whole year of 2011 net profit, BIS ratio was 16.07% with Tier 1 Capital was 15.38%.
• Auditor’s Fee • Audit Fee
In 2011, the Bank and subsidiaries engaged Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. for audit and other related service and incurred the expenses including the audit fee totaling Baht 9 million. Kiatnakin Group paid audit fee to the audit firm that auditor belongs to, individual or business related to the said auditor and audit firm.
80
KIATNAKIN BANK
Annual Report 2011
• Non-audit fee
The Bank and subsidiaries paid non-audit fee for other services including services for special audit under the requirement of the Bank of Thailand, electronic fund transfer audit, International Accounting Standard 39 (IAS39) preparation consulting fee, and consulting fee for Lending Operations Efficiency Improvement Project, to Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. totaling Baht 8 million. Additionally, the other Baht 10 million will be pay in the future for the service agreed but has not been completed in 2011.
Credit Rating
On November 30, 2011, TRIS Rating Co., Ltd. affirmed Kiatnakin Bank’s credit rating at “A-” and assigned a rating of “A-” to the Bank’s long-term, non-secured, and senior debentures. The outlook remained “Positive”. In 2011, credit rating of the Bank and its senior debentures remained the same as in 2011 while the outlook was upgraded from “Stable” in 2010 to “Positive” in 2011./1 The “Positive” outlook reflects the expectation that the Bank will be able to continued growing and sustain profitability in the medium term, also the Bank’s ability to control asset quality and maintain sufficient capital funds to absorb the downside risks due to the uncertainties in the economic and financial environments./2 On February 14, 2011, TRIS Rating Co., Ltd. affirmed the credit rating at “A-” to the Bank’s current senior debentures of the Bank and assigned “A-” to the Bank’s new issue rating worth up to Baht 3,000 million and remained the outlook “Positive”.
Credit Rating by TRIS Rating Co., Ltd
Credit Rating Company Rating Issue Rating KK10NA: Baht 966 million senior debentures due 2010 KK115A: Baht 1,289 million due 2011 KK119A: Baht 1,450 million due 2011 KK127A: Baht 2,493 million due 2012 Up to Baht 2,000 million senior debentures due 2012 KK120A: Baht 2,000 million due 2012 KK187A: Baht 240 million due 2018 Up to Baht 1,610 million due within 2018 KK16DA: Baht 975 million due 2016 KK18DA: Baht 625 million due 2018 KK18DB: Baht 10 million due 2018 Up to Baht 3,000 million due within 2014 Rating Outlook
October 8, 2010
November 30, 2011
February 14, 2012
A-
A-
A-
AAAAAStable
AAAAPositive1/
AAAAAAAPositive
Source 1/ TRIS Rating Co., Ltd. Press Release No. 23/2012 on February 14, 2012 2/ TRIS Rating Co., Ltd. Press Release
81
Corporate Governance The Board of Directors has placed utmost importance on Good Corporate Governance. In 2011, the Bank has complied with the Good Corporate Governance Principles under the Stock Exchange of Thailand’s guidelines, namely:
1) Good Corporate Governance Policy
The Board of Directors has placed importance on good corporate governance to increase transparency, business competency, and confidence among shareholders, investors and related parties. The Board of Directors has approved good corporate governance policy in writing in the 2/2006 meeting with core contents covering the rights and equality of shareholders and stakeholders; committee structure as well as its roles, responsibilities, accountabilities and independency; disclosure of information and transparency; risk control and management; and business ethics. The details are presented in the Bank website: www.kiatnakin.co.th as well as widely communicated to the executives and employees to ensure better understanding on the matter.
82
KIATNAKIN BANK
Annual Report 2011
2) Implementation of Good Corporate Governance
In 2011, the Bank has implemented good corporate governance practice to its shareholders, investors, stakeholders and related parties successfully for the entire 5 practices successed by the Stock Exchange of Thailand as follows:
1. Shareholders’ Rights
1.1 Advance and Adequate Disclosure of Information to Shareholders The Bank has stipulated that a General Shareholders Meeting be held once within 4 months after the end date of accounting year. In 2011, the General Shareholders Meeting was held on April 21. Prior to the meeting, invitations and relevant meeting materials were sent to the shareholders no lesser than 30 days, via the Bank’s website (www.kiatnakin.co.th). The Bank also assigned Thailand Securities Depository Co., Ltd., the registrar of the Bank’s shareholders, to send out invitation letters to the shareholders 17 days in advance. Attached therewith were list of directors along with their profiles, both newly nominated and re-elected directors by the Board of Directors; list of auditors and remuneration; dividend payment policy with explanation and sum payable; and statement of objectives and rationale for the meeting with the Board of Directors’ opinion. Prior to the meeting, the Office of Directors compiled all inquiries sent by shareholders to the Board of Directors via the Bank’s website (www.kiatnakin.co.th) or via Email: investor_relations@kiatnakin.co.th. The shareholder’s meetings are tape recorded in video form, and their minutes of meetings properly made in writing. Prior to each shareholder’s meeting, the Bank’s Chairman shall notify the meeting about the voting and vote counting procedures. Questions raised by the shareholders, the reply made by the Bank’s directors, and the voting summary for each meeting agenda which includes the number of those which voted for or against a resolution as well as those which abstained, are properly recorded both in audiovisual form and with written notes. Thus, for each of the meeting agendas, the shareholders have been provided with sufficient information for their decision making. For its shareholders’ meetings, the Bank uses the meeting arrangement services provided by the Thailand Securities Depository Co., Ltd, and applies the bar-code system for registration and vote counting summary. In 2011, the Bank prepared complete minutes of the shareholders’ meetings which covered all material contents, and duly submitted it to the relevant government agency within 14 days from the date of the shareholder’s meeting, as well as posted such minutes on the Bank’s website. 1.2 Facilitate Shareholders to Fully Exercise their Rights to Participate and Vote The Bank held the Annual General Shareholders Meeting on the date, time and venue that would facilitate the shareholders. Those who were unable to attend could grant the power of attorney to others to attend and raise questions from the floor as well as cast votes on their behalves. In 2011, the Bank would allow shareholders the rights to propose an agenda and nominate a candidate for directorship at least 3 months prior to the end of each accounting year, which was between October 1 – December 30, 2011. Then the Bank dispatched invitations via the Stock Exchange system and publicized the rules and procedures of the nomination agenda on the Bank’s website (www.kiatnakin.co.th).
83
1.3 Allocate Appropriate Meeting Time and Encourage Shareholders to Express their Opinions During each shareholder’s meeting, the Bank shall allocate appropriate time and encourage its shareholders to express their opinions and raise questions concerning matters of the Bank to its Board of Directors. The allocated time for questions and answers shall be sufficient enough for shareholders to completely obtain relevant explanations. 1.4 Meeting Participation of all Directors The Bank has a policy requiring that all Chairmen - the Board of Director, Audit Committee, Nomination and Remuneration Committee; the Chief Executive Officer (CEO) and President; Heads of Departments as well as Senior Executives and auditors to participate in all shareholders meetings to provide additional information and answer questions to shareholders. In 2011, the Chairman of: the Board of Directors, all committee and sub-committees; CEO and President; Heads of Departments and Senior Executives of Finance and auditors were present at the meeting promptly. The Bank has really concerned the fact that shareholders should have their absolute individual rights according to the laws and regulations. Additionally, the Bank also aims to promote more rights of shareholders by disclosing its performance, its benefits and important activities via the website (www.kiatnakin.co.th) to allow all shareholders a consistent and equal access of information.
2. Treating Shareholders Equally
The Bank realizes that all shareholders be treated fairly and justly in every aspect. In 2011, the Bank treated the shareholders as follows: 2.1 Facilitate Minor Shareholders to Suggest Meeting Agenda in Advance The Bank allowed shareholders the rights to propose additional meeting agenda and nominate a candidate for directorship prior to the dispatch of invitations to meeting by the Bank via the Stock Exchange system to be publicized on the Bank’s website (www.kiatnakin.co.th). In 2011, the Bank opened the period between October 1 – December 30, 2011 for that nomination. Additionally, shareholders were granted the rights to select directors individually and to consider and approve the conditions and policy on director’s remuneration. 2.2 Criteria for Advance Notification of Agenda Proposed by Minor Shareholders (1) For minor shareholders to propose a meeting agenda for the General Shareholders Meeting and nominate a candidate for directorship, the Bank has specified the procedure wherein shareholders submit their nominations to the Board of Directors, 3 months in advance of the shareholders meeting. Criteria for shareholders qualified to do so are as follows • Holder of at least 200,000 shares (two hundred thousand shares) either on an individual level or a group of shareholders. • Hold the above number of shares for at least 1 year and continue to hold such amount of shares on the date of proposing an agenda or nominating a candidate for directorship. • Able to show proof of share ownership such as certified letter from the Securities Company or other certification from the Stock Exchange of Thailand or Thailand Securities Depository Co., Ltd.
84
KIATNAKIN BANK
Annual Report 2011
(2) Qualified shareholders could propose meeting agenda by filling a form to propose topics to the agenda of the 2012 General Shareholder Meeting and submit the form along with supporting document to the Bank within a specified period. To ensure efficiency, the Bank applies the following conditions when considering the meeting agenda: • Matters related to normal business operation of the Bank whereas the shareholders have notified cause/s for suspicion of unusual operation. • Matters within the ability of the Bank to carry out. • Matters not in violation of laws, announcements or regulations of the banking authorities, regulatory agencies, related organizations or Articles of Associations of the Bank, resolutions of shareholders meetings, Good Corporate Governance and business ethics. • Matters beneficial to shareholders and the public at large. • Matters proposed by qualified shareholders whereas the shareholders have fulfilled the criteria set forth by the Bank on the proposed agenda and nomination of a candidate for directorship. • Matters that are equipped with complete, adequate and accurate information or evidence submitted in a timely manner. • Mattes considered by the Board of Directors to be worthy of being added in the Agenda. • Matters never been executed by the Bank and the Board of Directors considered to be beneficial for the operation of the Bank. • Matters that the Bank has never considered or passed resolution on. The Board of Directors shall consider the appropriateness of agenda matters proposed by shareholders which are in accordance with the above criteria, unless the Board of Directors sees otherwise. The Board of Directors’ Consideration is final. In cases where various shareholders proposing similar matters, the Board of Directors may combine them as one additional agenda. Matters approved by the Board of Directors shall be added to the Agenda stated in the Letter of Invitation along with comments from the Board of Directors. On the other hand, matters not approved by the Board of Directors, the shareholders will be informed by the Bank following the meeting of the Board of Directors, yet prior to the shareholders meeting, via the Bank’s website or other communication channel deemed appropriate. Furthermore, shareholders who are also executives will not be able to propose additional agenda. The meeting will be conducted as per Agenda informed to the shareholders. Meanwhile, the Bank also encourages shareholders who are unable to attend to use the power of attorney which the shareholders could dictate voting direction and nominate independent director. The Bank promotes the use of voting ballot on crucial occasions such as on related transaction and purchase and sell of assets to ensure transparency and accountability. 2.3 Internal Information Usage To prevent an abuse of internal information that has not been publicly disclosed, the Bank requires that all directors and executives including their spouse and minor children as well as individuals with relations to the directors and/or executives declare changes in the Bank’s securities under their ownership within 3 days to the Security and Exchange Commission as well as submit a copy of such report (Form 59-2)
85
to the Company Secretary on the very same day to report such changes to the meeting. The Bank also has articles on honesty and integrity prohibiting the Bank’s directors and employees to use their authorities or working opportunities to seek any benefit in conflict with code of ethics and code of conduct stipulated by the Bank as well as corporate culture and benefits of the Bank. The Internal Audit Unit is responsible to crossexamine the compliance on the use of internal information and professional code of conduct; any person found in jeopardy of such shall be reported to the Audit Committee and the Board of Directors for further disciplinary action.
3. Roles of Stakeholders
The Bank, with acknowledgement on the right of all stakeholders, has a policy to manage impacts from business operation in all aspects. It projects to ascertain all related parties that its business has taken into consideration the environmental concern for a sustainable development. In addition, all stakeholders, both internal stakeholders i.e. employees, executives, and subsidiaries as well as any external stakeholders, their rights have to be fairly protected. In cases of transaction between the Bank and related individual or business, there is a clear, fair, transparent and accountable set of procedure. The Bank also presents details of such transactions in the notes to quarterly financial statements as well as in the annual report. The Bank also notes with gratitude the support from stakeholders that render competitiveness for long-term success of the Bank and entails a guideline of treatment for each group of stakeholders as follows:
• Shareholders
The Board of Directors deems it their responsibility to ensure that executives and employees work with honesty and integrity; upholding their responsibilities and accountabilities for their work performance to achieve shareholders’ trust and acceptance that any action is done with fairness and consideration for both major and minor shareholders. Furthermore, shareholders have the rights to protect their interest via comments, recommendations and votes on any changes of significance as well as election of directors and remuneration scheme, profit allocation and dividend payment, appointment of auditors and remuneration in the shareholders meeting. The Bank is obliged to disclose information with correctness, completeness and accountability.
• Customers
The Bank has always cared for and paid attention to the requirement of the customers with dedication to offer the best financial products and services. The Bank has paid attention to details and been ready to closely listen to all issues to maintain long-term relationship, been trustworthy and been alongside with the customers supporting them according to their competitiveness to succeed. In that regard, the Bank has developed a system and network of branches together with implementation of advanced technologies to increase management efficiency to become more rapid, flexible and responsive to the customers’ requirements. The Bank does concern its personnel development aimed to the most understanding of clients’ needs and their business. Meanwhile, other financial and investment advisory shall be served to all customers for their highest benefits.
86
KIATNAKIN BANK
Annual Report 2011
In cases of suggestions on services, complaints or reports on irregularity of operation, the customers could do so via the website (www.kiatnakin.co.th) or at KK Contact Center (Phone number 0-2680-3333) at any instances. The Bank has placed utmost importance to the suggestions, complaints and reports on irregularity or suspicious operation which would damage the Bank. Informant of any nature shall be protected under the Bank strict protection mechanism.
• Employees
The Bank realizes the importance of the employees who are the most valuable assets. With that notion, there has been a constant human resource development both in terms of management and personnel development so that the employees would be a key development driving force for the Bank to become a leading financial institute able to best serves the customers. In addition, training and development policy are carefully constructed; in 2011, Care Team has been built by Human Resources Group to strengthen all employees’ ability through Care Program. Remuneration Policy The Bank has compensation policy providing proper remuneration management for executives and employees at rates compatible with other leading companies. There is also a clear description of duties as well as continuous development and promotion of potential scheme to enhance their skills and competency in order to advance in their career. Welfare Policy Regarding the welfare policy, the Bank has provided employee welfare including Provident Fund, Social Security Fund, Group Health Insurance, Group Life Insurance, Group Accident Insurance, Annual Medical Check-Up, Nurse Office within the Bank, Mother Corner (breast milk collection room) as well as Kiatnakin Responsibility Scholarships for employees’ children, and other monetary benefits for assisting employees in some occasions, and so forth. Good Corporate Governance Policy Furthermore, the Bank has placed significance on corporate governance in accordance to the ‘Good Corporate Governance’ principle taking into consideration virtue, ethics and fairness which would lead to positive culture and image for the Bank or its overall business. The Bank has therefore established the code of ethics and code of conduct and communicated to employees at all levels be it managerial and operational, to ensure that their performance are under the same guidance. Employees have been encouraged to participate in campaign “The Forces against Corruption” raised by the corporation between Bank Thai Public Company Limited and Parties to the Anti-Corruption. Environment Policy As for the policy on the environment, the Bank has carried out the standards of “The Bank Energy Saving” and also continued on an energy saving program named Save Energy @ Kiatnakin Bank since year 2005 to ensure that employees have consumed all resources with their maximum utility and efficiency. All the policies would allow employees and their family to concern about how to reserve the energy and to keep the orderliness of the office. The activities were focused on the environment and cleanliness and green aspects
87
under the name “KK Clean and Green Provincial Branches”; a training of Waste assortment of office and household waste are offered by experts from Pollution Control Division, Ministry of Natural Resources and Environment to volunteering KK Energy Ambassador, maids and security guards who are key persons for energy and resource saving campaign; 1 Month 1 House 1 Tree program: Garden for the Young Ones at Jarisornbumrung School, Pathumthani; support the ‘You..Can Help by Stop Using Car Once a Month to Relieve Traffic’ by Ministry of Transport, Bangkok Metropolitan and Jor Sor 100; which more details are stated in CSR section. Health and Safety Policy Regarding policy on health and safety, the Bank has set up working environment taking into account safety, health and the environment suitable for employees to work while ensuring convenience of the customers. Furthermore, the Bank has organized fire drills and office security system. The Bank has also announced ‘Guidelines for Safety and Unusual Sight’ to ensure safety to the buildings and its employees. Information technology policy The Bank has developed positive corporate culture and working atmosphere as well as equal treatment for employees with respect to their honor, pride and privacy. The Bank also aims to promote and develop the employees via additional trainings to enhance their knowledge and expertise. The Bank also stipulates policy on information technology requiring the employees to adhere to the rules and regulations related to copy right and intellectual properties with clear set of guidance. The Bank has prepared communication channels for employees to voice their comments or complaints over working condition, management, and information of suspicious activities among them through the Bank’s website at www.kiatnakin.co.th or forward information directly to the Internal Audit Unit or Human Resource Development Unit. Furthermore, the Bank has laid down strict mechanism to protect any informant of corruption or suspicious activities that would damage the Bank. • Creditors The Bank has strictly adhered to the terms and conditions given with the creditors with full gratification for the trust and support rendered to the Bank from all creditors and depositors throughout the economic crisis. • Business Partners Part of the Bank’s success comes from the support of its business partners. Thus, the Bank has strictly adhered to the terms and conditions of contracts with the business partners based on the concept of building success side by side. In 2011, the Bank has no dispute with its business partners.
• Society, Community, and the Environment
The Bank is determined to conduct its business with responsibilities to the society, community and the environment on the philosophy that its business must yield benefits to the community, society, customers,
88
KIATNAKIN BANK
Annual Report 2011
employees, shareholders, stakeholders and related organizations to promote development of the economy, quality of life and standard of living for all to ensure sustainable progress and strength. The Bank was among the 16 private organizations piloting ‘volunteer-minded employees for sustainable organization and social development organized by the Center for the Promotion of National Strength on Moral Ethics and Values (Moral Center) with Kenan Institute Asia. To develop the strong and sustainable culture of volunteer-mined in employees’ behavior, the Bank support many activities of public services, which more details are clearly stated in CSR section The Channel to contact or complain to the Bank’s independent directors: since year 2008, the Bank has allowed all stakeholders to contact or complain any incidents directly through www.kiatnakin.co.th
4. Disclosure and Transparency
The Board of Directors has placed importance on disclosure of information with correctness, completeness, thoroughness and timeliness covering financial information and general information such as financial statements, Annual Disclosure Form (Form 56-1) and Annual Reports as well as crucial information affecting share prices of the Bank. The aforementioned updated information are disseminated to investors and related parties via communication channels of the Stock Exchange of Thailand and the Bank’s website (www.kiatnakin.co.th). There is also an Investor Relations Centre to provide news, information and activities of the Bank to the investors, shareholders, analysts and general public. Interested individuals could contact the Investor Relations at: Investor Relations : Phone +66-2841-5925 Fax +66-2841-5529 Email investor_relations@kiatnakin.co.th Address : Kiatnakin Bank Public Company Limited Investor Relations Department 209/1 K Tower B, 31st Floor, Sukhumvit 21 (Asoke), Klongtoey-Nua, Wattana, Bangkok 10110 In the past year the Kiatnakin Business Group organized a seminar on the topic of “Do’s and Don’ts on the disclosure of data and material information of public listed companies” for its directors and executives. The seminar was presented by knowledgeable speakers from the Stock Exchange of Thailand who explained the relevant rules and practice guidelines, as well as answered questions. This seminar was intended to update the attending directors and executives with the current best practices and to enforce the importance of the duly disclosure of data and material information and its impacts to the Bank’s share price.
89
Any important information is regularly disclosed though various channels and Presses in order to serve the Bank’s stakeholders all sufficient acknowledgement. In year 2011, senior executives and investor relations of the Bank met and provided any information to local as well as foreign shareholders and investors both as follows; Type of Meeting Frequency 1. One-on-One Meeting 21 4 2. Conference Call 5 3. Analyst Meeting 3 4. Investor Conference 3 5. Road show (Shareholders and Investors) 5 6. Press Conference The management of the Bank also recognizes the significance of investor relationship, and has assigned their executives to participate as directors of the Thai Investor Relations Club (TIRC) and the Listed Companies Association. This club and association intend to foster continued development in investor relations among public listed companies, and encourage communication of accurate and timely information to domestic and overseas investors. The Bank supports the involvements of its Investor Relation Department in the TIRC activities, which are excellent opportunities for exchange of knowledge, experiences, practice guidelines, and creation of good relations among listed companies. The Bank has also stipulated that the Board of Directors disclose of their responsibilities to the financial statement alongside the report of the auditor in this Annual Report. The Board of Directors also supervised the disclosure of information, authorities, responsibilities, details of remuneration policy, numbers of meetings, records of attendance of each committee both main and sub-committees, including of remuneration received by the Directors from subsidiaries are also disclosed in the Director’s Remuneration Table.
5. Board Responsibilities
Director organization The Board of Directors consists of 10 directors of which 3 are executives; 3 non-executives and 4 independent directors. To comply with good corporate governance, the Bank has appointed a non-executive director as a Chairman of the Board of Directors. The Chairman of the Executive Committee and the President are 2 individuals. The practice has led to a clear separation of duties on policy making, regulating and managing. The details are as follows:
• Chairman of the Board of Directors
Responsible for the Board of Directors in their conduct to ensure that strategies, vision and missions have been materialized and achieved as specified by the Board. Regulating to ensure ethics and
90
KIATNAKIN BANK
Annual Report 2011
transparency of business and provide efficient internal control system and appropriate risk management. Protect benefits of the shareholders and uphold image of the Bank to gain creditability from all parties concerned.
• Chief Executive Officer (CEO) and President
Supervise the organization to progress in the specified direction, vision and strategic plans. Ensure that operation in all aspects is under proper monitoring system while management is in accordance with good corporate governance via provision of policy, code of practice, regulations and controlling system to ensure transparency, ethics and clarity as well as sufficient internal control system, compliance and risk management pursuance with public laws and regulations to yield maximized benefits to shareholders, achieve creditability and social responsibility.
• Independent Director
The Bank has specified that an independent director with the highest seniority act as chairman should there be any agenda of relevant. The Bank has laid down stricter qualification requirement for an independent director than the minimum requirement of the Securities and Exchange Commission as follows: (1) Holds shares not exceeding 0.5 percent of total share with voting right of the Bank, parent company, subsidiaries, associated companies, major shareholders or person with controlling power of the Bank. This includes shares held by individual related to that independent director. (2) Never been or was director participating in management, employee, officer, or advisor receiving regular salary or person with controlling power over the Bank, parent company, subsidiaries, associated companies, subsidiaries of other company of the same level, major shareholders or person with controlling power over the Bank, unless having been dismissed from such position at present and for the last 2 years. Nonetheless, such restriction does not include an independent who has been a civil servant or advisor to a government agency that is a major shareholder or having controlling power over the Bank. (3) Not having relation either by blood or legal registration as father, mother, spouse, sibling and children, including spouse of children of executives, major shareholders, person with controlling power or individual nominated as executive or person with controlling power over the Bank and subsidiaries. (4) Never have or had business relation with the Bank, parent company, subsidiaries, associated companies, major shareholders or person with controlling power over the Bank in such manner that may prevent independent discretion of self; nor being substantial shareholder or person with controlling power of person with business relation with the Bank, subsidiaries, associated companies, major shareholders or person with controlling power over the Bank, unless having been dismissed from such position at present and for the last 2 years. The business relation as stipulated in Clause 1 above includes normal trading transaction in lease taking or leasing out of real estate; transactions on securities and services or taking or giving of financial assistance by means of borrowing or lending; guaranteeing; collateral providing; or other similar manners which would render the Bank or the party financial obligation to each other at the amount of 3 percent or more on the net
91
tangible assets of the Bank or from 20 Million Baht, depending on whichever is lesser. The calculation of debt obligation is as per the method of calculation of value of connected transaction pursuant to the Notification of the Capital Market Supervising Committee on Regulation in Respect of Entering into a Connected Transaction mutatis mutandis. Yet consideration of such obligation shall take into account the obligation occurred in the past 1 year prior to the business relation with such person. (5) Never been or was auditor of the Bank, parent company, subsidiaries, associated companies, major shareholders or person with controlling power over the Bank; nor being substantial shareholder, person with controlling power or partner of the auditing firm that the auditor of the Bank, parent company, subsidiaries, associated company, major shareholders or person having controlling power over the Bank, belongs to, unless having been dismissed from such position at present and for the last 2 years. (6) Never been or was provider of any profession service including legal advisor or financial advisor receiving a fee of over 2 Million Baht per annum from the Bank, parent company, subsidiaries, associated company, major shareholders or person having controlling power over the Bank, nor being substantial shareholder with controlling power or partner of person providing such professional service, unless having been dismissed from such position at present and for the last 2 years. (7) Not a director being selected as representative of the Board of Directors, major shareholder or shareholder with relation to the major shareholders. (8) Not engaged in any business of similar nature and in substantial competition with the Bank or subsidiaries nor being a substantial partner in any partnership nor director participating in management, employee or official earning regular salary nor holding more than 1 percent of the total share with voting right of other companies of similar nature and in substantial competition with the Bank or subsidiaries. (9) Not having any other characteristics that may jeopardize ability of self to provide independent discretion relating to the operation of the Bank. A person appointed as independent director, upon fulfilling the above (1) - (9) criteria, may be assigned by the Board of Directors to make decisions on the operation of the Bank, parent company, subsidiaries, associated company, subsidiaries of the same level, major shareholders or person with controlling power over the Bank, by means of collective decision.
• Other Committees
The Board of Directors appointed 4 other committees to further study and screen matters of particular areas, namely: Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Executives Committee. On January 17, 2011, the Board of Directors passed a resolution to appoint 2 other committees namely Compliance and Governance Committee, and Commercial Credit and NPA Committee with authorities as detailed under the “Organization Structure“ part.
• Roles and Responsibilities
92
Details are stated in the “Organization Structure“ part.
KIATNAKIN BANK
Annual Report 2011
• Business Ethics
The Bank has publicized professional ethics as guidance for good practices and issued Code of Professional Ethics for Executives so that all related parties could adhere to while carrying out their duties with honesty, integrity and fairness towards the Bank and stakeholders. In this regard, the Bank has regularly communicated with the employees and monitored their compliance with such principles together with seminars to ensure mutual knowledge and understanding between the executives and employees on business ethics, which are as follows: Treatment and Responsibilities to Shareholders Carry out their respective duties with honesty, integrity and fairness to shareholders; manage the business with caution and prudent without seeking benefits for self or related individuals by using any information of the Bank; and do not disclose of the Bank’s confidentiality to external entities particularly competitors. Treatment and Responsibilities to Customers Present products/services that best suit the customers’ requirement with complete and accurate disclosure of information; render customers an opportunity to file a complaint on services and ensure prompt responses from the Bank; as well as strictly maintain the customers’ confidentiality; and refrain from setting unfair business conditions for customers. Treatment and Responsibilities to Business Partners/Creditors Refrain from asking for or receiving or paying any fraudulent benefits when dealing with business partners or creditors. Should such incident occur, it is required that business partner/creditor be informed of such information to jointly resolve such predicament with fairness and promptness; and carry out all obligations to the creditors appropriately and fairly. Treatment and Responsibilities to the Public Sector Comply with relevant policies, laws and regulations; promote the democracy under a constitutional monarchy regime; and conduct business with responsibility. Treatment and Responsibilities to Employees The Bank always provides a fair and equitable compensation system to its employees, as well as a safe workplace both for their lives and belongings. It also establishes proper human resource management procedures that include well-defined measures regarding appointment, transfer, rewarding, and punishment. Its actions concerning employees are made with righteousness, on the basis of their knowledge, capability and suitability. The Banks pays attention to staff competency development, consistently offering fair opportunities to all employees, and ethically manages its business by avoiding unjust acts that might impact the work security of its staff or impose threats and severe stress to their employees. Treatment and Responsibilities to Business Competitors Operate within a good competition framework; do not seek out confidential information of business competitors by perfidious means; and do not jeopardize business competitor’s reputation by means of defamation.
93
Treatment and Responsibilities to Society and Community Refrain from any action that cause damage to natural resources and the environment; support social benevolent activities habitually; and continuously and seriously instill social responsibility in employees at all levels.
• Conflict of Interest
The Board of Directors has always proceeded with caution on matters of conflict of interest. Policy and approval process for related transactions have been written down stipulating that concerned directors shall refrain from casting a vote on any transaction with potential conflict of interest. The Bank has also complied with the regulations of the Stock Exchange of Thailand offering prices and conditions similar to external individuals. The details of transaction values and contract parties have already been disclosed in the Annual Report and Form 56-1. Moreover, the Board of Directors has made it a policy that directors and executives have to report to their business stakeholders and related personnel and submit the report to the Company Secretary with copies to the Chairman of the Board and Chairman of the Audit Committee within 7 days of receiving such report. They are also required to report any changes to the Board of Directors meeting.
• Internal Control and Internal Audit Systems
The Bank places importance on efficient internal control and internal audit systems at both executives and operational levels. Authorities and responsibilities of employees and executives have been clearly described in writing. Controlling measures are in placed to govern utilization of assets whereas duties of operator, supervisor and grantor are clearly separated to ensure appropriate check and balance. Financial statements of the Bank disclosed to the public are made in accordance with accounting principles and standards imposed upon financial institutes and under the scrutinization of external auditor. The Auditing Committee met with the external auditor 4 times last year to acquire audit results, recommendations and comments for further monitoring and improvement. The internal control system has been verified and the report submitted to the respective executives. The Bank has an Internal Audit body to ascertain that the main operations and crucial financial activities of the Bank adhered efficiently to the specified principles as well as to verify their compliances with laws and regulations related to the Bank. In an effort to ensure independency of the Internal Audit Unit to fully carry out their check and balance responsibility, the Board of Directors has stipulated that the unit report directly to the Audit Committee and the Board of Directors. Additionally, the Board of Directors has assessed adequacy of the internal control system annually so that each director could revise the accuracy and conciseness of the Bank’s internal control system according to the specified principles. The Internal Audit Unit is assigned to compile, summarize and present such revision in the annual report and disclose to the public. The Board of Directors always realizes that internal controls are an important process for a successful and efficient operation of banking business. In 2011, the Board appointed additional sub-committees namely
94
KIATNAKIN BANK
Annual Report 2011
the Compliance Committee which is assigned to oversee legal and regulatory compliances of the Bank and its financial affiliates. The overseeing also includes compliances of laws, rules, regulations, standard practices; ethical and customary conducts in financial profession, corporate governance principles, and prescribed compliance policy. The Bank’s compliance activities are monitored by the Compliance Department which sets forth efficient compliance and corporate governance systems. In order for the Compliance Department to be adequately autonomous in carrying on its governance and supervision duties, and to assure that the Bank has a risk management system that is effective and in keeping with international standards, the Board commends that the Compliance Department directly reports its works to the Compliance Committee and the Board of Directors.
• Risk Management Policy
The Board of Directors closely regulates risk management via the Risk Management Committee. The Bank has an organizational-wide risk management policy for the Bank and its subsidiaries as well as continuous revision of system or assessment of risk management efficiency. Furthermore, the Board of Directors also places importance on advance warning and irregularities. The policy is carried out by the Risk Management unit under the Risk Management Committee who reports regularly to the Board of Directors.
• Board of Directors Meetings
Each year the Bank schedules regular meeting dates with the Board of Directors and regular meeting agendas for the Board of Directors in advance, and prior to the end of each year it informs the board members of those meeting dates and meeting agendas for the coming year. Additional board meetings may be held, if necessary. The Banks’ Corporate Secretary is responsible for the meeting arrangement and for the sending of letters of meeting invitations together with the meeting agenda and information attachment to each board member at least 7 days prior to the date of such meeting, except for in urgent cases, in order that the directors shall have adequate time to review relevant information prior to the meeting. Each director can make inquiries for additional information from the Corporate Secretary, and is free to submit any meeting agenda. Each meeting agenda is well-defined whether it is for information, for approval, or for consideration, and regular follow-up on operating results. The Chairman of the Board also allocates ample meeting the management to report and for the directors to discuss the matters in depth. Minutes of Meeting is made in writing and endorsed by the Board of Directors and made available for examination by the Board and relevant parties. In 2011, the Board of Directors met 14 times wherein the Chairman of the Board encouraged the President to invite senior executives to the meetings to present additional information and get acquainted with the Directors. The Bank also granted opportunities for the Directors to request additional and necessary information from the President, Company Secretary or other senior executives within the specified policy framework including an opportunity for non-executive directors to hold their internal meeting to discuss management matters of interest.
95
In 2011, the Board of Directors allowed non-executive directors to arrange a meeting among themselves by 3 times; also the bank had an outing held for members of both the board directors and the executives committee to together participate, which was for creating and maintaining a strong relationship among them.
• Development of Directors and Executives
The Board of Directors has identified and participated in the derivation of vision, missions, strategies, goals, business plans and budget of the Bank as well as regulated to ensure that the executives have operated according to the specific business goals and budget efficiently and effectively. The Bank has repeatedly held meetings to convey business plans to the executives and employees to create mutual understanding among them. There is also a monthly report on actual performance against the target of the employees together with sound internal control, business regulation and risk management systems. All Directors have passed training courses from the Thai Institute of Directors (IOD). The Bank has explained the scope of authorities as well as fundamental details of the Bank to better the directors’ understanding. The Board of Directors and Executive Committee both have a responsibility to be accountable to the shareholders. Their responsibilities have been clearly defined and separated as detailed in the “Organization Structure” section. In 2011, there were 6 directors attended courses by the Thai Institute of Directors (IOD): Mr.Supol Wattanavekin, Assoc. Prof. Manop Bongsadadt, Mr.Chet Pattrakornkul, Mr.Pravit Varutbangkul, Mr.Tarnin Chirasoonton and Mr.Tawatchai Sudtikitpisan attended courses by the Thai Institute of Directors (IOD). Moreover, there was another director, Mr.Pracha Chumnarnkitkosol, who attended a course by Thai Listed Companies Association in the same year. All details of which are in the Director Biography section.
• Directorship with Other Companies of Directors and Executives
s a commercial bank under the supervision of the Bank of Thailand, the Bank has clear directives on directors holding directorship or senior executives positions with other companies as per the Announcement Sor Nor Sor. 60/2551 dated August 3, 2008, which stipulated that directors or senior executives of the Bank could be either chairman or managing director or authorized director or all of the aforementioned in other companies, yet not exceeding 3 business groups. Consideration of business group is based on the controlling power over the business. The Bank has disclosed the information on directorship of each director as well as the Executives Committee in this Annual Report under the section “Directorship of Directors and Executives in Subsidiaries, Associated and Related Companies”.
• Orientation of New Director
Upon changes in director, the Office of the Director is responsible to prepare a set of following document for a new director - annual report entailing vision, mission, core values and performance of the past year; articles and memorandum of association; director handbook and relevant announcement.
96
KIATNAKIN BANK
Annual Report 2011
• Terms of Directorship
(1) The Bank stipulated in Clause 18 of the Bank that in each annual general shareholders meeting, at least 1 of 3 of the directors shall retire. Should the total number of directors cannot be divided exactly by 3, the number of directors closest to the 1/3 ratio shall apply. In short, an average term of director is 3 years. (2) The term of directorship for committees, including of Audit Committee, Nomination and Remuneration Committee, and Compliance and Governance Committee, is limited to be equivalent to the term of directorship of director’s. However, executives who are a member of Compliance and Governance Committee may have the term of 3 years in the position.
• Appointment of Company Secretary
The Bank passed a resolution to appoint Ms.Pornthip Chuprakhun as an official Company Secretary on January 13, 2011 to act on behalf of the company or the Board of Directors on the following duties: • Prepare and keep the following documents: the register of directors, invitations to the Board of Directors meeting, Minutes of Board meetings, invitations to shareholders meeting and minutes of shareholders meeting. • Other duties, as specified in the announcement and stipulation of the Capital Market Supervisory Board. • Provide fundamental advice to directors on laws, regulations and other directives of the Bank requiring their acknowledgement and follow up to ensure their compliance; report to director any legal changes with significance. • Keep on file Stakeholders Reports submitted by directors or executives • Execute other activities set forth by the Committee
• Succession Plan The Bank’s Board of Directors assigns the duties to the Selection and Remuneration Committee to be responsible for overseeing that the management has adequately prescribed a relevant policy for the required succession plan. The plan which needs to be submitted to the Bank’s Board of Directors, shall involve the preparation for selection of corporate successors in levels from Assistant Managing Directors up to the Chief Executive Officer and President. The actions aim to assure the continuity of the Bank’s business operation and the practices which are in line with policy and standard applied among other major financial institutions. In 2011, the Bank’s Board of Directors and the Selection and Remuneration Committee reviewed and considered the 2012 management succession plan for the replacements of the Chief Executive Officer and President and top executives , and prescribed relevant procedures and means for a required succession plan and successor development. These actions aim to assure that the Bank has a suitable selection system, and sufficient means to safeguard qualified personnel, as well as adequate methods to develop and prepare capable executives for their future important duties and tasks. It also prescribes regular follow-up reviews and progress updates on the plan.
97
Good corporate governance reflects efficiency, transparency and accountability of management; creates sense of trust among related parties; and nurtures sustainable and efficient growth of the Bank. Furthermore, the Bank is determined to further develop its operations under the good corporate governance including some matters that have not been carried out, such as: • Compensation scheme in case of damages caused to stakeholders whose legal rights have been violated by the Bank. The Bank’s stakeholders include customers, employees, creditors, community, society and the environment, etc. Due to the fact that throughout the years, the Bank has never been in dispute relating to violation of stakeholders’ legal rights, hence no stipulation of compensation scheme. Nonetheless, should a violation occur, the Bank is obliged to compensate as per stipulated by laws. • Report on operational performance to the Board of Directors on a monthly basis in case where the Board meeting is not held monthly. The Bank does not hold monthly Board meetings, yet submitting performance report to the Board on a quarterly basis. Exception is made in case of occurrence of changes with significance to the operation of the Bank between months. Although, the Bank doesn’t hold its board meetings every month, in 2012 the Bank’s Board of Directors requested for an arrangement of additional meetings and extra activities in addition to those prior scheduled for the year. The arrangement, which included the following actions, was intended for the Board to consistently oversee the management’s performance. (1) The Bank held its monthly luncheon gatherings for its members of the Board of Directors and the Executive Board to regularly exchange their valuable views on the Bank’s operations , to update themselves on the Bank’s management performance, and to obtain business information and/or others operational data which would offer them a better understanding of the bank’s business , so that they would be able to effectively perform their governance duties as directors. Moreover, such gatherings also become a forum where these directors can regularly discuss, become better acquainted, and offer opportunities for the Bank’s management to freely ask for advice. At the same time members of both Boards can also ask additional questions which might not have been raised during relevant board meetings. (2) The Bank holds two meetings a year to enable the executive directors to report to the Executive Board; their performed tasks, their three most important work goals and the respective achievement indicators thereof. The first meeting is for the reporting of their past year’s performance and their three most important work goals for the year. The second meeting is for the reporting of their work performance during the first half of the year. • Individual Performance Assessment of Directors The assessment of the directors’ performance as an individual assessment may induce some deviation, so that the evaluation would be collected from each committee as a whole.
98
KIATNAKIN BANK
Annual Report 2011
Report of the Audit Committee The Audit Committee of Kiatnakin Bank Public Company Limited consists of Mr.Pichai Dachanapirom as a chairman, associated with Assoc. Prof. Manop Bongsadadt, Mr.Chet Pattrakornkul and Mr.Pravit Varutbangkul1 as members. In year 2011, the Audit Committee has had 12 meetings and carried out the followings, in summary: • In each quarter, the Committee reviewed the financial report via meetings with executives of Finance and Budgeting, and external auditors to consider all comments made from the auditing of financial statement revision. Besides, the Committee and the external auditors also had some meetings arranged without the attendance of the executives. • By working together with the Bank’s internal auditors, the Committee cross-examined the internal control system as well as the security of an information technology. This aimed to evaluate both systems their efficiency and sufficiency. The Committee had looked over the assessment report the internal control system, and determine the re-assessment of the system that has linked to any risks of information safety. As a result, this led to an appropriate controlling practice. The committee and the internal auditors also cooperatively reviewed the performance of an executive management. • The Committee approved the Assessment Master Plan and Action Plans of the internal control system for year 2012. • To control overall risks across the Bank, the Committee was responsible for reviewing risk management policy, especially ones which linked to the internal control system, through Risk Management department and internal audits. Consequently, the Bank had risk objective, risk assessment, risk management, and risk monitoring constructed on a quarterly basis. There was a determination of key risk indicators regarded as a precaution system, and risk appetite as well as risk tolerance. Additionally, risks were regularly reviewed to satisfy the current situation and risk management policy of the Bank. However, there are 5 major risk areas specified by the Bank of Thailand that the Bank has critically concerned: Strategic risk, Credit risk, Market risk, Liquidity risk, and Operational risk. In sum, the Committee had agreed that the Bank had an appropriate and effective risk management system. • The related party transactions was reviewed and acknowledged under the principle of transparency and sufficient disclosure of information that was in accordance with the Bank’s policy and good Corporate Governance. 1 / Appointed as the member of the Audit Committee on January 17, 2011
99
• The Committee had arranged the meeting with internal auditors to overview the Bank’s regulatory system in order to certify with overall banking laws and regulations as well as to pass the requirement or standards of the Stock Exchange of Thailand, The Prevention of Money Laundering Act, and Suppression Act and Consumer Protection Act. • Besides determining the performance of the Bank’s external auditors on their duties in the past year, the Committee also reviewed and then proposed a plausible name of external auditors for year 2012, as well as the auditing remuneration to the Board of Director for a further consideration. In carrying out the duties of revising and considering the core operation of the Bank, by cooperating with respective executives, internal auditors and external auditors, the Audit Committee is of opinion that the financial statements of the Bank is reliable; it has been constructed with sufficient control system and in accordance with Generally Accepted Accounting Principles (GAAP). Such consideration has already taken into account of risk management and examination process. The Committee has considered the past performance of the external auditors that would lead to the proposal of Dr.Supamit Techamontreekul, CPA License No. 3356 or Mr.Permsak Jirajakwattana, CPA License No. 3427 or Mr.Nithi Jeungnitnirand, CPA License No. 3809 or Mr.Chavala Tienpasertkij, CPA License No. 4301, from Deloitte and Touche Tohmatsu Jaiyos Audit Company Limited to be auditors for 2012. The Committee has also accepted the auditing remuneration for 2012, presented to the Board of Directors before proposing it in the Shareholders Meeting for a final approval.
As of February 20, 2012 On Behalf of the Audit Committee
(Mr.Pichai Dachanapirom) Chairman of the Audit Committee Kiatnakin Bank Public Company Limited
100 KIATNAKIN BANK
Annual Report 2011
Report of the Nomination and Remuneration Committee The Board of Directors in their meeting no.4/2006 dated October 26, 2006 unanimously agreed to appoint Assoc. Prof. Manop Bongsadadt as the Chairman of the Nomination and Remuneration Committee, associated with Mr.Chet Pattrakornkul and Mr.Suraphol Kulsiri as the board members. In that respect, the Committee now consists of 3 members of which 2 are independent directors and 1 non-executive director. In 2011, there were 5 meetings called to the Committee. Each of the members strictly conducted his duties within the boundaries of responsibilities. To illustrate, the duties have included: to select and nominate qualified individuals to place in various positions of the Bank’s committees, to regulate an appropriate size and component of the Bank’s Committees, to determine remuneration policy and other benefits for directors and executives (Assistant Vice President and upward levels), and to determine performance assessment guidelines for directors and executives (Assistant Vice President and upward levels). In addition to all mentioned duties above, the Committee is also responsible for an executive’s succession plan of which every candidate has taken into account knowledge, expertise and experience. The Nomination and Remuneration Committee has disclosed directors and executives’ annual remuneration in this 2011 Annual Report as well as the Committee’s comments disclosure.
(Assoc. Prof. Manop Bongsadadt) Chairman of the Nomination and Remuneration Committee
101
Report of the Compliance and Governance Committee On January 17, 2011 the Bank’s Board of Directors resolved the formation of its Compliance and Governance Committee. The committee comprises the four following directors; Mr.Chet Pattrakornkul (an independent director and the Chairman of the committee), Mr.Pravit Varutbangkul (an independent director and a member of the committee), Mr.Tarnin Chirasoonton (a non-executive director and a member of the committee), Miss Porntip Chuprakhun ( the Bank’s Corporate Secretary and a member of the committee). The committee oversees the governance and compliance of the Bank and its financial affiliates, as well as ensures their good conduct under the principles of good governance and their lawful and regulatory compliance. In 2011, the Compliance and Governance Committee held 11 meetings and performed its oversight duties within its assigned scopes of responsibilities, which can be summarized as follows: 1. Reviewed the Bank’s Compliance Charter which prescribes rights, duties and responsibilities of the Compliance Division, and upholds the maintaining of a proper and efficient compliance risk management system that is suitable for the business operations of the Bank and its financial affiliates. 2. Reviewed the Bank’s Compliance Policy, and ensured its consistency with the practice guidelines of the Bank of Thailand for regulatory compliance of financial institutions, and approved the annual compliance plan of the Compliance Division. 3. Acknowledged the monthly reports on the compliance status of the various business units submitted by the Compliance Division and provided remarks on relevant practice guidelines as well as suggestions for improvements. This process helps assure that the Bank and its financial affiliates are conducting business operations that duly comply with the regulatory measures.
102 KIATNAKIN BANK
Annual Report 2011
4. Reviewed and considered requirements for reporting of directors, executives, and related parties’ interests, and related parties’ transactions, as well as directives on security trading / trading disclosures of staff that have access to internal information, in order to assure principles of good governance and transparency, avoid any conflicts of interest, and maximize benefits for the Bank and its shareholders. 5. Approved guidelines for the reporting of the corporate governance compliance in the Bank’s annual report. 6. Established the timing for minority shareholders to propose agenda items and to nominate candidates for directorship in advance of the annual general meeting of the shareholders. The timing is set in accordance with the criteria prescribed by the Survey of Good Corporate Governance of Thai Listed Companies which allow shareholders to propose meeting agendas or submit their questions to the Bank three months in advance of the date of the end of the financial year, which covers the period from October 1st to December 30th of every year. In 2011, the Bank was bestowed the SET Award of Honor for the year and the Top Corporate Governance Report Awards for the past two consecutive years. These awards reflect the Bank’s persistent commitment to pursue its ethical business practices under good corporate governance principles.
(Mr.Chet Pattrakornkul) Chairman of the Compliance and Governance Committee
103
Major Shareholders Below presents the top 10 major shareholders of the Bank on the shareholders registered book closing date, September 12, 2011 to determine the list of shareholders entitled to receive dividend. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.
Name Thai NVDR Company Limited Ms. Thitinan Wattanavekin Eastern Sugar Company Limited* Mrs. Vansamorn Wannamethee CHASE NOMINEES LIMITED 42 CHASE NOMINEES LIMITED 30 Chodthanawat Company Limited** HSBC BANK PLC-CLIENTS GENERAL A/C Ms. Yapa Thepkanchana NORTRUST NOMINEES LIMITED-NTGS Other Shareholders Total fully paid-up share capital Shareholder Nationality Thai Foreign
Number of Share (Shares) 71,542,822 34,782,761 34,750,804 31,785,003 29,669,800 22,466,422 20,693,600 20,370,474 17,199,900 16,543,300 334,523,978 634,328,864 Number of Share (Shares) 418,786,683 215,542,181
Percentage (%) 11.28 5.48 5.48 5.01 4.68 3.54 3.26 3.21 2.71 2.61 52.74 100.00 Percentage (%) 66.02 33.98
** Khunying Nattika Wattanavekin and Mr.Sukkarn Wattanavekin who were primary shareholders of Eastern Sugar Company Limited, holding 12.5 and 25.6 percent of the total company shares respectively, held the common shares of the Bank by 0.4 and 2.5 percent respectively as of 31 December 2011. ** Mrs. Panida Thepkarnjana , Ms. Yapa Thepkanchana and Mrs. Chansamorn Wattanavekin who jointly own Chodthanawat Company Limited, by holding the different proportion of 91.4, 8.6 and 0.04 percent of the total company shares respectively, held the common shares of the Bank by 2.5, 2.7 and 1.1 percent respectively as of December 31, 2011.
As of 31 December 2011, • Authorized share capital Total • Issued and fully paid-up share capital Total
104 KIATNAKIN BANK
Annual Report 2011
660,328,864 Ordinary shares (of Baht 10 each) 6,603,288,640 Baht 634,328,864 Ordinary shares (of Baht 10 each) 6,343,288,640 Baht
Organization Structure Board of Directors
Nomination and Remuneration Committee
Risk Management Committee
Executive Committee
Audit Committee
Compliance and Governance Committee
Internal Audit Group
Compliance Group
Main Credit and Foreclosed Property Committee
Asset Quality Review Sub-committee
Credit and Foreclosed Property Committee
Investment Committee Assets and Liabilities Management Committee
Credit Sub-committee
Human Resources Committee
Retails Banking Sub-committee
System Development and Information Technology Committee
Foreclosed Property Sub-committee
Purchasing and Procurement Sub-committee (NON-IT)
Asset Appraisal and Valuation Sub-committee
Information Technology Purchasing and Procurement Sub-committee (IT) Asset Management Sub-committee
Chief Executive Officer (CEO) and President
Corporate Communications
Risk Management
Retail Banking
Corporate Lending
Office of the Directors
Wealth Management
Distribution
Strategy and Organization Development
Information Technology
Debt Restructuring
Operations
Finance and Budgeting
Human Resources
105
1) Organization Structure
The Bank has separated the Board of Directors into 7 individual groups in order to manage its major functions, consisting of Board of Directors, Audit Committee, Nomination and Remuneration Committee, Compliance and Governance Committee, Risk Management Committee, Executive Committee, and Main Credit and Foreclosed Property Committee. All details are stated below;
1.1 Board of Directors
As the representative of the shareholders, Board of Directors has roles, duties and responsibilities to conduct the Bank’s business to achieve stability, satisfaction and integrity; it also does refrain from any conflict of interest. The scope of authorities of the board is as follows: (1) Determine overall directions and strategic goals of the Bank, associated with the approval of business policies and directions of the Bank as proposed by the management. The board’s responsibility is aimed to both effectively and efficiently supervise and regulate the executives in accordance with the restricted policies in order to protect benefits of the Bank and its shareholders. In addition, the board is placed for determining and approving other policies in compliance with rules and regulations set forth by laws or regulatory agencies. (2) Provide terms on professional ethics and codes of conducts for these entities: the business, directors, authorized persons and employees, to carry on as an internal operational framework. (3) Supervise the management in the determination and provision of business regulations both by legal requirement and business operational characteristics; approve the regulatory system as well as monitor the effectiveness of such system in order to recommend the executives for further improvement. (4) Oversee the Bank’s executives to ensure their appropriate determination of policy, procedures and control measures on risk management on various aspects, at least of credit risk, market and investment risk, liquidity risk, operational risk, reputation risk, legal risk, and strategic risk. Moreover, the board is required to approve those risk policies, and also to review an ongoing strategy as well as the established policies on a regular basis. (5) Ensure that the Bank has efficient internal control and internal audit systems. (6) Ascertain an appropriate balance of power between the executives and/or major shareholders. However, the board does take into consideration the ratio or a number of independent committees in the line of Board of Directors. (7) Appoint and determine roles and responsibilities of other committees, such as Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and Executive Committee, as deemed appropriate for the Bank, which facilitates the management to align with the specified policy. (8) Prompt the executives to inform any important matters to the Board of Directors with the applying of sufficient communication channels so that the Board of Directors can receive adequate information to completely perform its authorities, duties and responsibilities.
106 KIATNAKIN BANK
Annual Report 2011
(9) Endorse annual financial report, which has been previously audited (by the Bank’s auditor) and reviewed by both Executives and Audit Committees, in order to seek an approval in the shareholders meeting and to be acknowledged any comments from the auditor via Management Letter as well as from Executive Committee. (10) Appoint and set forth authority of the Bank’s executives, from Executive Vice President level and upward. (11) Conduct the Bank on lending and investment policies to individuals who have been a related party to the Bank. (12) Consider and approve the proposal from the executives on designation of authority to be able to approve loan limit, investment, and obligation to the Bank, and also includes other businesses determined as a lending business, purchasing and operational expenditure that are likely to be the benefit of the Bank under related laws and regulations. (13) The board members are required to attend at least half of the total meeting held in a given year. Furthermore, Board of Directors may seek further professional opinion from external consultants on the operation of the Bank with the expenses borne by the Bank. The board holds a meeting at least once each quarter with the quorum consisting of not less than half of the total number of members; the meeting resolution is accepted by the majority rule from the present committees in the meeting; Board of Directors consists of 10 directors: 4 independent directors, 3 executives, 3 non-executives, and together with a company secretary. All names are listed as following; 1. Mr.Supol Wattanavekin1 Chairman / Non-Executive Director 2. Mr.Pichai Dachanapirom Independent Director 3. Assoc. Prof. Manop Bongsadadt Independent Director 4. Mr.Chet Pattrakornkul Independent Director 5. Mr.Pravit Varutbangkul Independent Director 6. Mr.Tarnin Chirasoonton* Non-Executive Director 7. Mr.Suraphol Kulsiri* Non-Executive Director 8. Mr.Tawatchai Sudtikitpisan* Executive Director 9. Mr.Pracha Chumnarnkitkosol* Executive Director 2 10. Ms.Thitinan Wattanavekin * Executive Director Ms.Pornthip Chuprakhun Company Secretary Note 1/Appointed as the Chairman, effective on January 1, 2011 2/Appointed as the Director, effective on January 1, 2011 *Director with power of attorney
107
1.2 Audit Committee
Audit Committee carries out the following duties as assigned by Board of Directors: (1) Cross-examine the financial reporting procedure of the Bank to become accurate and adequate. (2) Ensure the Bank to have an internal control system and internal audit system that are suitable and efficient. Also, the committee determines the independence of Internal Audit Department including the approving an appointment, a transfer and a dismissal of the Head of Internal Audit Department or any other departments in charge of internal audit. (3) Consider, select, and nominate a person to become the Bank’s auditor, together with a consideration of that person remuneration. At least once a year, a meeting is held for the committee and the Bank’s auditor without the management team joining. (4) Consider the disclosure of the Bank’s information, related parties transactions and a possible to be conflict of interest transaction for becoming in compliance with the laws and the Stock Exchange of Thailand’s regulations. As a result, those transactions should be affirmed that all of them are reasonable and bring the utmost benefits to the Bank. (5) Document in clear writing the duties of Audit Committee as well as changes in terms of components changes with significance to the performance of Audit Committee as approved by Board of Directors. The document shall be disclosed to the shareholders in the Bank’s annual report. (6) Prepare a report of Audit Committee for disclosure in the Bank’s annual report, signed by the Chairman of the Audit Committee. The report shall consist of at least the following information: (a) Opinion on correctness, completeness and reliability of the Bank’s financial statement. (b) Opinion on adequacy of the Bank’s internal control system. (c) Opinion on the Bank’s compliance with laws on securities and exchange, the Stock Exchange of Thailand’s regulations or other laws relating to banking business. (d) Opinion on suitability of the auditor. (e) Opinion on transactions that may have conflict of interest. (f) Number of meetings of Audit Committee and attendant record of each member. (g) Comment or observation received by Audit Committee from operation in accordance with the Charter. (h) Other items that shareholders and general investors should know under the framework of duties and responsibilities assigned by Board of Director. (7) Report to Board of Directors so that remedial action be taken within the time period deemed appropriate by Audit Committee in cases that the committee finds or suspect the existence of the following item or misconduct: (a) Transaction which causes a conflict of interest. (b) Fraud, irregularity or significant defect in the Internal Control System.
108 KIATNAKIN BANK
Annual Report 2011
(c) Violation of laws pertaining to the financial institutions, laws on security and exchange, regulations of the Bank of Thailand or other laws related to banking business and securities and other laws. Should the Board of Directors or executives fail to rectify within the time period specified by Audit Committee, the committee shall disclose of such action in the annual report and report to the Bank of Thailand, the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand. (8) The committee has the authority to inspect and question any relevant person and issues within the framework of authority and duties. The committee also has authority to hire or bring in specialist to assist in the auditing process and investigation as deemed appropriate. (9) When necessary, the committee may invite executives or relevant person to the meeting to give additional related information. (10) Coordinate with Risk Management Committee to ensure that the performance adhere to the risk management policy of the Bank. (11) Perform other tasks assigned by Board of Directors, by the consent of the committee. The Audit Committee is required to meet at least once each quarter; the quorum consists of not less than half of the total number of members, and the meeting resolution is accepted by the majority rule of members present in the meeting. The Chairman and members of the committee, a total of 4, are all independent directors, as follows: 1. Mr.Pichai Dachanapirom Chairman 2. Assoc. Prof. Manop Bongsadadt Member 3. Mr.Chet Pattrakornkul Member 3 4. Mr.Pravit Varutbangkul Member 4 Mr.Kriengsak Sukhanaphorn Secretary
1.3 Nomination and Remuneration Committee:
The committee carries out the duties assigned by Board of Directors. The component, authorities and responsibilities of the committee Includes: (1) Specify criteria and procedure of directors and executives’ nomination, of Executive Vice President level and upward, in order to propose for the Board of Directors’ approval. (2) Ensure that Board of Directors is of appropriate size and component. Also, the committee may consider the proper adjustment of the Board of Directors regarding any changes both inside and outside of the Bank. As a result, individuals who are considered to be the Board of Directors shall comprise knowledge, expertise and experience on various aspects. (3) Disclose nomination criteria and details in the Bank’s annual report. Note 3/Appointed as a member, effective on January 17, 2011 4/Resigned on January 12, 2011
109
(4) Determine framework of remuneration and other benefits offered to the directors and senior executives from Executive Vice President level and upward. (5) Ensure that directors and executives receive remuneration appropriate to their duties and responsibilities and that any director assigned additional duties and responsibilities shall be remunerated accordingly. (6) Specify evaluation framework for directors and executives from Executive Vice President level and upward to consider their annual remuneration, taking into account their responsibilities and other related risk as well as an ability to increase a long-term value of shareholders’ equity. (7) Disclose remuneration policy and its attributes; prepare the report on remuneration policy and comment of Remuneration Committee for the annual report. (8) Supervise to ensure that the executives has succession plan and carry out selection process for position from Executive Vice level and upwards to be proposed to Board of Directors. The Nomination and Remuneration Committee shall meet at least twice each year; the quorum consists of not less than half of the total members, and the meeting resolution is accepted by the majority rule of members present in the meeting. The committee comprises 3 members that its Chairman is an independent director; another two remaining members consists of an independent director and a non-executive director. 1. Assoc. Prof. Manop Bongsadadt Chairman* 2. Mr.Chet Pattrakornkul Member* 3. Mr.Suraphol Kulsiri Member Ms.Nujaree Sithasrivong Secretary
Note * Independent Director
1.4 Compliance and Governance Committee
Compliance and Governance Committee has been established since January 17, 2011 by the appointment of Board of Directors. Its primary responsibility is to fulfill the requirement of the Board; all components, authorities and responsibilities are as follows; (1) Ensure that the Bank and its financial business group comply with laws, rules, regulations, business framework as well as market tradition, professional standard, clauses related to Good Corporate Governance and Compliance Policy, controlling by Compliance Group. (2) Ensure the existence of efficient and independent Compliance and Good Corporate Governance systems. (3) Approve Annual Compliance Plan developed by Compliance Group, and then monitor the group’s operation to align with the annual action plan in completeness and success. (4) Present Board of Directors a review and comment on Annual Compliance Report prior to submitting it to the regulating body within a specified time period.
110
KIATNAKIN BANK
Annual Report 2011
(5) Determine set of best practices for Board of Directors or other committees as well as executives and employees; it is responsible for specifying code of conducts for banking and financial business. (6) Approve the appointment, transfer and evaluation of Head of Compliance. The Compliance and Governance Committee shall meet at least once a month; the quorum consists of not less than half of the total number of members, and the meeting resolution is accepted by the majority rule of members present in the meeting. The committee consists of 4 members: 1. Mr.Chet Pattrakornkul Chairman* 2. Mr.Pravit Varutbangkul Member* 3. Mr.Tarnin Chirasoonton Member 4. Ms.Porntip Chuprakhun Member Mr.Pongphan Sukhyanga Secretary Note * Independent Director
1.5 Risk Management Committee
The committee’s components, authorities and responsibilities are as follows; (1) Determine overall risk management policies covering all significant risks on these aspects: credit, market, liquidity, operational and reputation risk to be proposed to Board of Directors for a consideration. (2) Set up strategies in accordance with risk management policies of the Bank to enable the Bank to assess, monitor and regulate risk tolerance as well as set up framework for provisioning of classified assets. (3) Review adequacy of risk management policies and system, including effectiveness and compliance with the specified policies. (4) Report to Board of Directors regularly on its performance to ensure a modification and improvement in accordance with the specified risk management policies and framework, prior to notifying Audit Committee. (5) Review and approve various criteria related or directly involved to the business of lending, making obligation and lending-replicated transactions to become in accordance with the Bank and regulators’ risk management framework. Also, the committee shall consider the lending policies for further approval of Board of Directors. (6) Appoint specialized sub-committees to conduct risk management activities and/or other activities assigned by Board of Directors under the Good Corporate Governance. (7) Regulate the risk management of the Bank and its subsidiaries to report to Board of Directors as assigned.
111
The Risk Management Committee shall meet at least once each quarter; the quorum consists of not less than half of the total number of members, and the meeting resolution is accepted by the majority rule of members present in the meeting. The committee consists of 7 members: 1. Mr.Supol Wattanavekin Chairman 2. Mr.Tawatchai Sudtikitpisan Member 3. Mr.Pracha Chumnarnkitkosol Member 4. Ms.Thitinan Wattanavekin Member 5. Mr.Sarawut Charuchinda Member 6. Mr.Patom Amondechawat Member 7. Mr.Chavalit Chindavanig Member Mr.Siwaphong Plangthrakul Secretary
1.6 Executive Committee
Assigned by Board of Directors, the committee conducts the organization’s strategies and so does operation plans. The committee merely controls the management so that it can perform in consistence with the operation plans with the full range of their efficiency and effectiveness. In this regard, the authorities and responsibilities of Executive Committee are as follows; (1) Set up the operation plan and budget in accordance with the specified policies, goals and strategic plans for further approval of Board of Directors, and direct the performance of the executives to be in line with the operation plan. (2) Identify organization’s structure under the committee’s management, and assign authorities and responsibilities of executives in positions beneath Executive Vice President. (3) Endorse the Bank’s investment, purchase and expense underlying with any approved operation plans. (4) Ensure the existence of efficient internal control practice among work systems, regulations and work procedures. (5) Regulate and monitor the management to be in accordance with the risk framework specified by Risk Management Committee, covering risk aspects of credit, market, investment, and liquidity as well as strategic, reputational, legal and operational risk. (6) Monitor the bank’s Excutives and employees to comply with a business code of conduct and professional ethics. (7) Appoint one or more committee(s) or sub-committee(s) to screen, consider and approve any particular matter as per assigned, on behalf of the Board of Directors. (8) Prepare report in each quarter on management performance to be submitted to Board of Directors. Additionally, the committee may seek professional opinion from external consultants on the operation of the Bank, which expenses shall be borne by the Bank.
112
KIATNAKIN BANK
Annual Report 2011
The committee holds a meeting at least once a month and the quorum of each meeting must be not less than half of the total number of members. The meeting resolution must be accepted by majority rule of director present in the meeting. Executive Committee consists of the following 13 members with Mr.Supol Wattanavekin as an advisor: 1. Mr.Tawatchai Sudtikitpisan Chairman Chief Executive Officer (CEO) And President 2. Mr.Pracha Chumnarnkitkosol Member Directors 3. Ms.Thitinan Wattanavekin Member Head of Wealth Management 4. Mr.Sarawut Charuchinda Member Head of Debt Restructuring 5. Mr.Patom Amorndechawat Member Head of Operations 6. Mr.Chavalit Chindavanig Member Head of Finance and Budgeting and Head of Strategy and Organization Development 7. Ms.Nujaree Sithasrivong Member Head of Human Resources 8. Mr.Siri Senajak Member Head of Retail Banking 9. Mrs.Piradee Chongsiriwanchai Member Executive Vice President, Wealth Management CRM 10. Mr.Somkiat Pongjunyakul Member Executive Vice President, Office of the directors 11. Mr.Verasak Tantinikorn Member Executive Vice President, Region Selling Office 12. Mr.Satit Bovornsantisuth Member Executive Vice President, HR Strategic Planning 13. Mrs.Suwannee Wattanavekin Member Executive Vice President, Asset Management Ms.Porntip Chuprakhun Secretary Note: No. 7-13, appointed to be a member of Executive Committee since January 17, 2011 No. 7-8, appointed to be a Department Head effective on January 25, 2011
1.7 Main Credit and Foreclosed Property Committee
The authorities and responsibilities are as follows: (1) Review and make recommendations to Risk Management Committee on guidelines with respect to loans, including debt restructuring loans, and foreclosed property loans. (2) Review and approve loans, including debt restructuring loans, NPA sale, property auction’s price determination; the committee also has a right to reject the deal if the proposed price is not within the approved budget. (3) Approve any necessary legal actions, and expenses incurred against borrowers for a lawsuit within its scope of authority. The committee holds a meeting at least once a month and the quorum of each meeting must be not less than half of the total number of members. The meeting resolution must be accepted by majority rule of director present in the meeting. The committee consists of the following 4 members:
113
1. Mr.Tawatchai 2. Mr.Suraphol 3. Mr.Pracha 4. Mr.Sarawut Ms.Khochakorn
Sudtikitpisan Kulsiri Chumnarnkitkosol Charuchinda Sukjarun
Chairman Member Member Member Secretary
1.8 Other Committees and Sub-committees
Board of Directors has reviewed and approved the establishment of other committees and subcommittees under Executive Committee’s and Main Credit and Foreclosed Property Committee’s supervision. In year 2011, there were consisting of: 1. Investment Committee 2. Assets and Liabilities Management Committee 3. Human Resources Committee 4. System Development and Information Technology Committee 5. Credit and Foreclosed Property Committee 6. Purchasing and Procurement Sub-committee (Non-IT) 7. Information Technology Purchasing and Procurement Sub-committee (IT) 8. Asset Management Sub-committee 9. Credit Sub-committee 10. Retails Banking Sub-committee 11. Foreclosed Property Sub-committee 12. Asset Appraisal and Valuation Sub-committee 13. Asset Quality Review Sub-committee
114
KIATNAKIN BANK
Annual Report 2011
Meeting Participation of Individual Committees in Year 2011 Unit: Times Directors 1. Mr.Supol
Wattanavekin
2. Mr.Pichai
Dachanapirom
3. Assoc. Prof. Manop Bongsadadt 4. Mr.Chet
Pattrakornkul
5. Mr.Tarnin
Chirasoonton
6. Mr.Pravit
Varutbangkul
7. Mr.Suraphol Kulsiri 8. Mr.Tawatchai Sudtikitpisan 9. Mr.Pracha
Chumnarnkitkosol
10. Ms.Thitinan
Wattanavekin
11. Mr.Sarawut
Charuchinda
12. Mr.Patom
Amorndechawat
13. Mr.Chavalit
Chindavanig
14. Ms.Nujaree
Sithasrivong
15. Mr.Siri
Senajak
16. Mrs.Piradee Chongsiriwanchai 17. Mr.Somkiat
Pongjunyakul
18. Mr.Verasak
Tantinikorn
19. Mr.Satit
Bovornsantisuth
20. Mrs.Suwannee Wattanavekin
Board of Non-Executive Audit Nomination Compliance & Risk Executive Main Credit Directors Directors Committee and Governance Management Committee and (Total (Total (Total Remuneration Committee (Total (Total Foreclosed Meeting: 14) Meeting: 3) Meeting: 12) Committee (Total Meeting: 11) Meeting: 21) Property (Total Meeting: 11) Committee Meeting: 5)
14 14 14 14 14 14 14 14 14 14
3 3 3 3 3 3 3
11 12 12 12
5 5
11
11 11 11
5 11 9 9 10 9 10
21 20 20 21 19 20 21 19 21 21 21 20 18
46 48 46 49
The number of each individual committee (As of January 31, 2011): Board of Directors 10 Persons Audit Committee 4 Persons Nomination and Remuneration Committee 3 Persons Compliance and Governance Committee 4 Persons (3 of which are a member of Board of Directors) Risk Management Committee 7 Persons (4 of which are a member of Board of Directors) Executive Committee 13 Persons (3 of which are a member of Board of Directors) Main Credit and Foreclosed Property Committee 4 Persons (3 of which are a member of Board of Directors)
115
The Board of Directors Self Assessment The Board of Directors has conducted their annual self-assessment, which includes the performance assessment of the Chief Executive Office (CEO) and President. The purpose is to determine whether or not, over the past year, they have carried out their duties completely and appropriately according to the framework of authorities and responsibilities and Good Corporate Governance. The assessment result would be gathered and summarized by the company secretary. In year 2011, the assessment consisted of 6 major aspects: 1) Qualifications of Structure of the Board Members 2) Roles and Responsibilities of the Board Members 3) Board of Directors Meetings 4) Duties of the Board 5) Relationship with the Management and 6) Self Development of Directors and Executives, which the entire aspects accounted for 59 individual subjects as a whole. As a result, out of a total score of 4, the overall score this year became in the range of 3 - 4 (Mostly Agree to Strongly Agree), with an average score of 3.25. All details are described below:
The Board of Directors Self Assessment 2011
% of Contribution 70.0 60.0
63.0
63.9 50.0 45.0
50.0
47.1 47.1
48.3 45.0
51.7
40.0
35.0
30.0 20.0
56.1
18.0
22.8
19.0
10.0
33.1
13.3
13.3 5.0
5.7
6.7
10.8
Agree (Score of 2)
116
KIATNAKIN BANK
Mostly Agree (Score of 3)
Annual Report 2011
Strongly Agree (Score of 4)
Overview (59 Subjects)
Self Development of Directors and Executives
Relationship with the Management
Duties of the Board
Board of Directors Meetings
Roles and Responsibilities of the Board Members
QualiďŹ cations of Structure of the Board Members
0.0
2) Selection of Directors and Executives 2.1 Nomination of Directors
The Nomination and Remuneration Committee shall consider and review such individuals who have qualified to be appointed as the Bank’s Directors, by taking into account the Good Corporate Governance and the necessity of the Bank. The committee shall take into consideration the suggestions of the minor shareholders who have right to nominate individuals qualified as candidates for a director or an independent director of the Bank. Once the individual is nominated to become independent director, such individual shall have qualification as required in the announcements of the Securities and Exchange Commission and the Stock Exchange of Thailand. The selection process has begun with the qualified individual proposed by shareholders, directors and executives, with all detailed biography attached. Then, Nomination and Remuneration Committee has become responsible for the consideration of the nominees’ qualification and remuneration prior to proposing such person initially to Board of Directors and finally seeking shareholders’ approval. However, the Bank has limited the process of nomination by: • Voting right of a shareholder is based on one share one vote. • Each shareholder shall use up the total vote as per the above condition to select one or more directors. However, the voter is unable to determine how the vote would be divided up for any particular candidate. • Candidates with the most votes, in descending order, shall be appointed as directors. In case of equal vote for the final available appointment, the chairman of the meeting shall cast the final vote.
2.2 Rights of minority shareholders to propose agenda items for the general meeting of shareholders and to nominate candidates for directorship
The respect of the rights of minority shareholders to propose agenda items for the general meeting of shareholders and to nominate candidates for directorship in advance of such meeting is elementary good corporate governance dedicating the Bank’s commitment towards equitable treatment of all shareholders and its clear guidelines for selection of agenda proposals which are justly established on the basis of banking relevance and beneficial interests of the organization. The Bank therefore prescribes procedures and criteria for which minority shareholders may propose their agenda items and nominate candidates for the director posts of the Bank’s Board of Directors in advance of each annual general shareholders meeting. The shareholders who are qualified to propose their agenda items and nominate candidates for the Bank’s director posts must 1) Hold no less than 200,000 (two hundred thousand) shares of the Bank, which may be a single shareholder or collective thereof,
117
2) Continue to hold the Bank’s shares in the numbers as prescribed in 1) for no less than 1 year and still
maintain them as of the date of the proposal of the agenda items for the general meeting of shareholders and the proposal to nominate candidates for directorship , and 3) Present the evidence of the share holdings thereof; namely the confirmation letter from security companies, or other evidence from the Stock Exchange of Thailand or the Thailand Securities Depository Co., Ltd.
3) Remuneration for Executives 3.1 Monetary Remuneration
Remuneration of Directors The policy and guidelines for remuneration for executives are based on the 3 main factors which are: • Monthly compensation payable by the Bank during the time of being chairman and directors in the Board of Directors. • Attendance fee paid to the chairman and director for attending each meeting. • Gratuity or an annual compensation paid to the directors based on the annual incomes of the Bank and average annual bonus of employees. The director’s length of service is also taken into account. The Bank has set forth a clear and transparent remuneration policy for director that is in line with the industry and at the rate sufficient to retain directors with designable qualification. The aforementioned remuneration rate shall, however, be approved at the shareholders’ meeting. In addition, each director who is assigned to be a member of any committees, including Audit Committee, Nomination and Remuneration Committee, Compliance and Governance Committee, Risk Management Committee, Executive Committee and Main Credit and Foreclosed Property Committee, would be receiving an additional remuneration as stated below,
118
KIATNAKIN BANK
Annual Report 2011
Remuneration of the Board of Directors in 2011 (Unit: Baht) Board of Directors
Board of Directors
1. Mr.Supol Wattanavekin
864,000
2. Mr.Pichai Dachanapirom
Audit Committee
Nomination Risk Main Credit Compliance & Advisor to and Management and Foreclosed Governance Executive Remuneration Property Committee Committee Committee Committee
Gratuity of 2011 (Paid in 2012)
Grand Total
- 2,160,000
-
- 600,000* 3,624,000 1,036,000 4,660,000
432,000 308,000
-
-
-
-
-
740,000 253,000
993,000
3. Mr.Tarnin Chirasoonton
432,000
-
-
-
-
187,000
-
619,000 212,000
831,000
4. Assoc. Prof. Manop Bongsadadt
432,000 187,000
140,000
-
-
-
-
759,000 260,000 1,019,000
5. Mr.Suraphol Kulsiri
432,000
-
85,000
-
600,000
-
- 1,117,000 383,000 1,500,000
6. Mr.Chet Pattrakornkul
432,000 187,000
85,000
-
-
308,000
- 1,012,000 347,000 1,359,000
7. Mr.Tawatchai Sudtikitpisan
432,000
-
-
-
-
-
-
432,000 148,000
580,000
8. Mr.Pracha Chumnarnkitkosol
432,000
-
-
-
-
-
-
432,000 148,000
580,000
9. Mr.Pravit Varutbangkul
432,000 170,000
-
-
-
187,000
-
789,000 270,000 1,059,000
432,000
-
-
-
-
-
432,000 148,000
310,000 2,160,000
600,000
682,000
10. Ms.Thitinan Wattanavekin Total
-
Total
-
4,752,000 852,000
580,000
600,000 9,956,000 3,205,000 13,161,000
* Gratuity calculation in 2011 exluding the income of an advisor to Executive Committee income
The Bank clearly and transparently prescribes its policy on monetary remunerations for its directors. The Nomination and Remuneration Committee is responsible for reviewing and assuring that the remuneration for directors are in line with similar business entities in its peer group and at the rate which is attractive enough to retain qualified directors in their positions with the Bank. Their remuneration must also suit their scope of responsibilities. Each year the Nomination and Remuneration Committee reviews and proposes suitable amounts of directors’ remunerations to the Bank’s Board of Directors for further submission to the shareholders’ meeting for approval. Remuneration of Executives As for 2011, the Bank has remunerated 14 senior executives (including Senior Director of the Accounting Department), a total of Baht 108.59 million in forms of salaries, provident fund and bonus which varied by the Bank’s performance. Nevertheless, the Bank has not offered any asset trading title document to senior executives. The Nomination and Remuneration Committee has regularly conducted an annual assessment of the Chief Executive Officer (CEO) and President; the assessment result is delivered to the CEO and President by the chairman of the committee. The result of which is used as basis to consider a remuneration of the CEO & President.
119
3.2 Other Remuneration
The bank has issued ESOP Warrant to its directors, executives, and employees to be eligible for its stock purchasing, which, in the end of 2011, there was only ESOP-W2 remained as the Bank’s ESOP warrant.
The Change of Shareholding and ESOP-W2 Holding Structure: Directors ESOP-W2 Holding (Units) Change Change Increase/ Increase/ Dec 31, 2011 (Decrease) Dec 31, 2010 Dec 31, 2011 (Decrease) 12,426,850 1,250,000 1,250,000 50,000 100,000 100,000* 100,000 100,000 10,000 100,000 100,000 280,000 10,000 100,000 100,000 100,000 100,000 194,000 194,000 100,000 125,000 125,000 750,000 750,000 34,782,761 750,000 750,000 -
Shareholding (Shares)
Director
Dec 31, 2010
1. Mr.Supol Wattanavekin 12,426,850 2. Mr.Pichai Dachanapirom 50,000 3. Assoc. Prof. Manop Bongsadadt 4. Mr.Chet Pattrakornkul 10,000 5. Mr.Pravit Varutbangkul 270,000 6. Mr.Tarnin Chirasoonton 7. Mr.Suraphol Kulsiri 8. Mr.Tawatchai Sudtikitpisan 100,000 9. Mr.Pracha Chumnarnkitkosol 10.Ms.Thitinan Wattanavekin 34,782,761
ESOP-W2 is the ESOP Warrant issued by the Bank * ESOP-W2 was exercised by the amount of 25,000 units, effective on January 6, 2012 (Additional Paid-up capital was completely registered)
The Change of Shareholding and ESOP-W2 Holding Structure: Executives Shareholding (Shares)
Executive 1. 2. 3. 4. 5. 6. 7.
Dec 31, 2010 Dec 31, 2011
Mr.Sarawut Charuchinda Mr.Patom Amorndechaw Mr.Chavalit Chindavanig Ms.Nujaree Sithasrivong Mr.Siri Senajak Mr.Chaiwat Lertvanarin Mrs.Suree Harnpinijsak
-
10,000
Change Increase/ (Decrease) 10,000
ESOP-W2 Holding (Units) Dec 31, 2010 Dec 31, 2011 750,000 375,000 375,000 303,000 224,000 93,000
750,000 375,000 * 375,000 303,000 224,000 93,000
ESOP-W2 is the ESOP Warrant issued by the Bank * ESOP-W2 was exercised by the amount of 37,500 units, effective on January 6, 2012 (Additional Paid-up capital was completely registered) No. 4-5 appointed to be a group Head effective on January 25, 2012 No. 6 appointed to be a group Head effective on January 20, 2012
120 KIATNAKIN BANK
Annual Report 2011
Change Increase/ (Decrease) -
4) Employees
In 2011, the Bank restructured its organization to enhance the efficiency of each business unit and coordinate their business performance to be in line with the Kiatnakin Group’s policies and strategic directions, as well as subsequently elevating the service quality for its clients and other related parties. As of December 31, 2011, the Bank and its subsidiaries had a total of 3,664 employees. Group of Business Retail Banking Commercial Lending Wealth Management Debt Restructuring Supporting Groups Total
Number of Employee* 2,187 136 424 65 852 3,664
Note *including outsourced staffs
• Employee Remuneration In 2011, the Bank focused on the ethical conducts in managing its human resources, particularly for matters concerning employee remuneration. Therefore, it adopted the basic principles on payment of remuneration according to their performances (i.e. Pay per Performance). Nevertheless, the Bank realizes that staff remuneration does not only include wages and salary management, but also includes the proper process of job assignments, relevant compensation, assessment of staff performances, as well as management of welfares and other benefits, all of which are parts of employee compensation packages. It also sets forth rules, practices, and procedures to ensure fair practices regarding staff payments, entitlements and remunerations. • Provident Fund The Bank set up its employee provident fund, in compliance with the Ministerial Regulation No.162 (B.E. 2526), and with the intention of providing its employees with welfares and benefits that: (1) to promote employee’s savings (2) to be a safety net for the employees and their family The provident fund has been registered in compliance with the Provident Fund Act B.E. 2530 under the name “Kiatnakin Registered Provident Fund”. The detail and contribution are stated below; Year of Service
Employer’s Contribution (% of salary)
Less than 5 years 5 year and more
5 10
121
To broaden choices of employees for more suit their risk appetite and needs, Kiatnakin Group’s provident fund allows members to switch their investment policy twice a year in the month of January and July. As of December 31, 2011, the total fund size of “Kiatnakin Registered Provident Fund” was Baht 479 million, with 2,946 members. • Business Support Unit In 2011, the increasing number of the Bank’s employees in all levels; operation, management and top executives outpaced those of the prior year. The target of such rapid expansion was to support the Bank’s continued growth and businesses expansion policy. Due to the Bank’s business expansion and the rapid increase in employee numbers in all the levels of operation, management and top executives, its human resource strategy thus become an important factor for its business success, both in term of its strategic achievement and realization of its targeted goals. The Bank placed emphasis on recruitment of qualified personnel, proficiency and knowledge development, service minded personnel, staff morale and motivation, and common & timely internal communication.
4.1 Human Resources Policies
(1) Personnel Recruitment and Selection The Bank has employed state-of-the-art technology and myriad of communication channels to reach target audience qualified for the required vacancies in the recruitment and selection process to ensure efficiency in the severe competition for quality workforce. The selectors and interviewers have been trained to enhance their skills. Furthermore, the Bank has placed importance on the development and increment of recruitment equipment to assess qualification, skills and potential suitable for the position and organizational growth under the Competency-based Selection as well as attitude, ethics and creativity to promote sustainable growth of the business. (2) Human Resource Management The Bank has continuously developed human resource in terms of knowledge and skills to enhance their expertise and positive impression for the customers as well as quality of life for its employees from day one as follows: 2.1) Development of skills, knowledge and capacity according to the principles of Core Competency, Functional Competency and Leadership Competency for employees at all levels from director, senior executives, middle executives and operational staff as well as setting up the self-learning library: KK Link & Learn to further develop the employees’ capacity and skills to carry out their duties efficiently and enhance the collateral growth for the employees and the Bank. Furthermore, the Bank has carried out the Knowledge Management program to continuously manage the organizational body of knowledge as well as setting up more Community of Practice.
122 KIATNAKIN BANK
Annual Report 2011
2.2) Development of quality of life for employee alongside sound performance to enable efficient work and good heath via organization of a myriad of activities such as Love @ First Height, Healthy Contest, Yoga and Aerobic, Fitness Membership, Hobbies and Recreation and Philanthropic Activities. Furthermore, the Bank has also continuously looked after the employees throughout their working life and prepared activities for the retiring employees to prepare them for life after retirement based on the success of their working days. (3) People Assessment The Bank annually appraises its employee’s performance, with emphasis on the assessment of their work competency, skill development, capability to achieve assigned goals and prescribed policies. The appraisal process is transparent, fair, and undiscriminating towards all levels of employees. The Bank applied various appraisal methods to assess their employee performance such as performance appraisal from line supervisors and 360 degree evaluation. The Bank’s key assessment targets is not limited only to performance appraisal, but also focuses on using appraisal techniques to assist in the improvement of the internal work process and integrated human resource management. Annual appraisals are used as a vital methodical tool for safeguarding the Bank’s standard of work and service quality , particularly for the services provided to customers and other related parties. At the same time, appraisal outcomes can be a good feedback to staff, particularly regarding ongoing self-improvement, competency enhancement, future career path, and a good source of information for the Bank in selecting and retaining quality staff with high proficiency by applying proper implementation of proactive human resource measures. (4) Employee Compensation and Benefits The Bank equitably and fairly remunerates its employee according to their work performance. Remunerations are classified into three categories: 4.1) Monetary compensations based on individual work performance directly paid to staff in a manner such as money incrimination made as a proportion of increased workload, pay raise resulting from good performance, reward for work dedication and share in business achievement and reward for distinguished performance. 4.2) Indirect monetary compensation such as merit based on seniority and social responsibilities, and other welfare (provident fund, social security, group health, life and accident insurance schemes, annual medical checkups, nursing room, mother corner, scholarships for employee’s children under the Kiatnakin Responsibility Scholarships Program. 4.3) Non-monetary compensation such as the challenging work assignments which offer opportunities for career advancement, training, and competency development supports.
123
(5) Succession Plan In 2011, the Bank followed its succession policies and continually set up a succession plan for its directors and top executives. The Bank analyzed and prepared its succession plans in three levels and paid attention to the assessment of any potential impact risk to the organization, together with short-term, middleterm, and long-term planning for competency and skill development for successors. The attempts were in line with its 2011 reorganization program and in accordance with the Bank’s strategic direction and business expansion policies. Thus, the Bank integrated its recruitment and selection process, training programs, and appraisal process, to be under the supervision of the Human Resource Business Partner (HRBP) in order for an effective implementation of the Bank’s succession plan.
4.2 Organization Development
(1) Training The Bank intended to support skill and knowledge development of all its employee levels from operational staff to top executives, as well as to foster positive work attitudes that help enhance trustworthiness and awareness in work performance. All of these are vital core values of an organization. Thus, the overall emphasis of the Bank’s training program is to develop work skills, knowledge, core competency, functional competency, and leadership competency. In 2011, the Bank continuously organized various training programs for its employees which ranged from general training for all staff to specialized courses for top executives, both in-house and outside training, in various forms such as workshops, lectures, team building sessions, all of which were run by knowledgeable and experienced facilitators who are well regarded in their professions. Participation in external training classes and sessions were aimed to encourage the Bank’s staff to expand their knowledge and be creative, which shall eventually create future benefits and added values to the Bank. (2) Ethical Value and Corporate Culture Program The Bank recognizes the importance of ethical value and corporate culture. It also promotes a good working environment and aims to support employee’s engagement, commitment, devotion to their work, and their long term loyalty to the Bank. All of these are the elements that shall provide long term stability and competitiveness to the Bank.
124 KIATNAKIN BANK
Annual Report 2011
In 2011, the Bank set up the “ Voice to KK “ program by inviting a well-recognized international consultant firm named “Gallup” to be its advisor. This program is a long-term and integrated program which requires cooperation from all corporate levels, from top executives to all employee levels, with the goal to increase the employees’ engagement and enhance their bonding with the organization. At the same time the Bank also encourage ethical value and corporate culture via various internal communication modes and channels, and through the “Voice to You” program. The Bank is committed to have its employee of all levels share the similar corporate values which shall reflect good practice and organizational unity.
4.3 Internal Communication
The Bank engages in continuous, regular and speedy communication with its employees via state-of-theart media such as intranet called “KK World”, Short message sent to employees called “KK SMS”, KK VDO Conference, bulletin board and premiums on special occasions, and so forth. All of which are created to ensure that all employees are up-to-date with both internal and external news and able to exchange opinions. The internal communication also acts as medium of communication for the executives and the staff to render collaboration and positive work atmosphere and reflects good corporate image to assist the Bank to achieve its intended business goals.
125
Dividend Policy The Bank has a policy to pay dividend not exceeding 60 percent of net profit from an annual consolidated financial statement. Payout of dividend has to be approved at a general meeting of shareholders. An interim dividend can also be made if the Bank’s profit is appropriate to do so and such payment shall be reported in the next general meeting. In considering dividend payment, the Bank takes into account such these aspects: a long-term return to shareholders, the Bank’s adequacy of capital to encompass any business plans and risks (both in normal and crisis condition), as well as pre- and post-impacts from a given dividend payment. Dividend payment is made in such a rate that would not lower BIS ratio less than the Minimum Capital Requirement as specified in the Bank’s risk appetite. Also, the payout has not to obstruct the Bank to gradually increase its reserve level for NPL in order to be on par with the average of other commercial Thai banks, according to the Bank’s policy on Reserve.
126 KIATNAKIN BANK
Annual Report 2011
Factors Affecting Investment Decisions Merger of Kiatnakin and Phatra
The Bank announced a merger with Phatra Capital Public Company Limited (“Phatra”) that The Memorandum of Agreement (the “MOA”) for the Merger was approved and announced by the Bank on December 9, 2011; later on February 27, 2012, the Share Purchase Agreement was approved. The cooperation aimed to jointly establish the financial businesses, consisting of commercial banking, securities, and other supporting businesses together. This collaboration has been agreed in respect of both existing and new business of the financial institution and securities business under these frame principles: High Net-Worth Client Business, Finance and Debt Instruments for Medium and Large Enterprises, Derivatives Business, Investment Business, Fund Management Business, and Securities Business for Retail Investors. The transaction is a share swap with swap ratio of 1 Phatra’s share for 0.9135 shares of the Bank. The Bank will make a tender offer to purchase all securities from all of Phatra’s shareholders to delist the securities of Phatra from the Stock Exchange of Thailand (the “SET”) under the condition that at the end of the tender offer period, Phatra’s shareholders accepting the tender offer shall not represent less than 75% of the total number of paid-up shares of Phatra. Instead, if the acceptance is above 90% of such, the entire ordinary shares of Kiatnakin Securities Company Limited and Kiatnakin Fund Management Company Limited will be transferred to Phatra, which may introduce the new organization structure to:
127
Kiatnakin Shareholders
Phatra Shareholders
Kiatnakin Bank
Phatra
Erawan Law Office
Kiatnakin Securities
Kiatnakin Fund Management
Phatra Securities
The success of this merger is subject to the completion of Government Regulators’ approval as well as the final approval from both parties’ shareholders. A tender offer will be proceeded and expect to complete in the third quarter of 2012. Post merger the Bank and Phatra will jointly operate both new and existing businesses in both commercial and investment banking business to enhance the economic value of the group by applying each company’s strengths for the ultimate benefit of the combined entity without limiting the scope of either entity. The operation of the commercial banking business will be operated by the Board of Directors of the Bank, in the number not exceeding 15 persons; those of which will consist of 6 independent directors and the representatives from RPIC Pte Ltd., which is the major shareholder of Phatra, in the number of 2 or less. The operation of investment banking business will be operated and/or owned by Phatra. The Board of Directors of Phatra will not be exceeding 13 directors consisting of 4 independent directors and, together with, more than 3 representatives from the major shareholders of the Bank.
128 KIATNAKIN BANK
Annual Report 2011
Factors Affecting Investment Decisions Legal Disputes As of December 31, 2011 the Bank and subsidiaries had 58 legal cases that were pending in court, all of which were in the ordinary course of business. The total amount in disputes was Baht 3,987 million. Out of these 58 cases, 22 cases with the total amount in disputes of Baht 2,915 million, had already obtained the judgment from the Court of First Instance and the Bank succeeded in all those lawsuits; however these cases were in the appeal process to the higher courts. In the view of the Bank’s management, it takes into account the current position of the total amount in disputes of all these litigations, in which the Bank and its subsidiaries were defendants, and considers that there is no material adverse impact thereof to the Bank’s assets and operation. As of December 31, 2011 the Bank recorded its payables to the Legal Execution Department Baht 575 million since it was reclaimed for loss due to the breach of buying foreclosed assets auction amounted to Baht 583 million. Presently, the Bank has already set the relevant reserve amount against the potential damage or loss that it might suffer from this case in the financial statements In 2011, one of the Bank’s subsidiaries, Kiatnakin Securities Company Limited, was a defendant in a civil fraud case, together with other defendants, for the claim amount of Baht 223 million. On November 30, 2011 the case was dismissed by the Court of First Instance.
129
Factors Affecting Investment Decisions Related Party Transactions In 2011, the Banks performed related party transactions, which were transacted to support its normal course of business operations. The Bank also maintains the prescribed procedures governing related party transactions that are in accordance with the guidelines set forth by the Securities and Exchange Commission of Thailand. These related party transactions do not lead to any conflicts of interest and are disclosed in the Notes to the financial statements No. 7.32. 1) Measures or procedures governing approval of related party transactions The Bank pays attention towards protections against any circumstances that threaten to give rise to any conflicts of interest. When considering entering into any related party transactions with any party or person that may have any potential conflicts of interest, such transaction shall be considered by the Bank on a similar basis as, and no less favorable to any other transaction undertaken with any unrelated third-party. It also prescribes that its directors and executives who have special interest in any particular transaction shall not be entitled to cast their vote on the approval thereof. 2) Related Transaction with parties or persons that may have had any potential conflicts of interest In 2011, the Bank had the following related transactions with parties or persons that may have had any potential conflicts of interest • Credit, deposits, and contingencies Outstanding loans and credit, deposits, and contingencies between the Bank and its directors, key executives, related persons, or between the Bank and the entities in which its directors, key executives, related persons owning the aggregated equity shares in excess of 20% of the total paid-in capital. • Significant accounting transactions The Bank uses the market rate in its valuation methodology of related party transactions which is a condition generally applied in the normal course of business, or applies the following conditions relevantly prescribed in the contracts which govern additional transactions that the Bank undertook with its subsidiaries and associated companies.
130 KIATNAKIN BANK
Annual Report 2011
Name and Relationship
Nature and Value
Reasons and Necessities
Fair Value and Conditions
1.
Chodthanawat Company Limited, the entity in which the Bank’s executives and related persons own shares/ have controlling power or can materially exercise its influence, or own up to 99.96% shares
The Bank rent spaces for warehousing the cars that it repossessed, sized or foreclosed. The rent and service fees total to Baht 9 million per year
The payments are rent and The rent and service fees service fees paid for charged are comparable warehouse spaces of the to market conditions. cars repossessed, sized or foreclosed by the Bank since 2004.
2.
Directors/ Key executives/ related persons
• Deposits: Balance outstanding as of December 31, 2011 was Baht 267 million. • Loans: Outstanding as of December 31, 2011 was Baht 43 million.
Normal deposit or loan transactions made by directors/key executives/ related persons
Service with the same interest rate as other regular customers
3.
Directors/ Key executives (securities trading with securities company)
Brokerage Fee of securities trading through Kiatnakin Securities Company Limited was Baht 1 milllion.
Normal provision of brokerage service for securities trading to directors/ executives
Service at the same commission rate as other regular customers
Note: Details are stated in the Notes to the Financial Statements No.7.32
3) Policy and outlook for future related party transactions It is not the Bank and subsidiaries’ policy to encourage the transacting of related party transactions with any party or persons that may have any potential conflicts of interest, unless such transactions are those which occur in their normal course of business operations. In that regard such related party transactions shall maintain their pricing or terms which are no different from those transacted between the Bank and any unrelated third-party. The Bank and its subsidiaries shall regularly review their related party transactions on a quarterly basis and duly report any irregularities to the Audit Committee. 4) Reasons behind the holding of the Bank and its subsidiaries’ shares in excess of 10% by a person that may have potential conflicts, instead of direct holdings It is not the Bank’s policy to have a person that may have potential conflicts hold shares in its subsidiaries on behalf of the Bank.
131
Report of the Board of Directors’ Responsibility for Financial Statements The Board of Directors is accountable for the consolidated financial statements and its subsidiaries as well as other financial information as presented in the annual report. The financial statements have been prepared in accordance with the Generally Accepted Accounting Principles (GAAP). The Bank has chosen appropriate accounting policies applied on a conservative and consistent basis, using the best estimations where necessary and adequate disclosures have been made in the notes to the financial statements.
All the disclosures and implementation of financial statements are in accordance with laws and regulations of the Bank of Thailand, the Securities and Exchange Commission Thailand, and the Stock Exchange of Thailand. In addition, these financial statements have bee audited by independent auditors who have given their unqualified opinion. Therefore, the financial statements present fairly, in all material respects, the financial position and performances of the Bank and its subsidiaries in the past year, which has been correct, transparent, and useful to shareholders and all investors. The Board of Directors has adopted and maintained an appropriate and effective system of risk management, internal control, internal audit, and compliance to ensure that all accounting records are accurate, complete, and sufficient. These systems facilitate the Bank in maintaining all of its assets as well as to prevent any damages from other significant irregularities in the operations of the Bank. In this respect, the Board of Directors has appointed the Audit Committee consisting of independent directors to be responsible for these following duties: assuring the accuracy and sufficiency of the Bank’s financial reports, overseeing and cross-examining the Bank’s internal control system as well as its internal audit, and reviewing all disclosures of the Bank’s related transactions or conflicts of interest for their most accuracy and completeness. The opinion of the Audit Committee related to these matters is merely stated in the Report of the Audit Committee section. The Board of Directors is of the opinion that the overall internal control system of the Bank is sufficient, well-managed, and in satisfactory that may provide a reasonable confidence in the reliability to the financial statements, the consolidated financial statements of the Bank and its subsidiaries for the accounting year ending December 31, 2011.
(Mr.Supol Wattanavekin) Chairman of the Board of Directors
132 KIATNAKIN BANK
Annual Report 2011
(Mr.Tawatchai Sudtikitpisan) Chief Executive Officer and President
REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS KIATNAKIN BANK PUBLIC COMPANY LIMITED We have audited the consolidated statements of financial position of Kiatnakin Bank Public Company Limited and subsidiaries and the Bank’s statements of financial position of Kiatnakin Bank Public Company Limited as at December 31, 2011 and 2010 and the related consolidated and Bank’s statements of comprehensive income, changes in equity and cash flows for the years then ended. These financial statements are the responsibility of the Bank’s management as to their correctness and completeness of the presentation. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the aforementioned consolidated and Bank’s financial statements present fairly, in all material respects, the financial position of Kiatnakin Bank Public Company Limited and subsidiaries and of Kiatnakin Bank Public Company Limited as at December 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Without qualifying our opinion, as discussed in Note 2 to the financial statements, since January 1, 2011, the Bank and its subsidiaries have adopted the new and revised Thai Financial Reporting Standards issued by the Federation of Accounting Professions, which are effective for the financial statements for the accounting periods beginning on or after January 1, 2011 onwards, in the preparation and presentation of these financial statements. The consolidated and the Bank’s financial statements for the year ended December 31, 2010, presented herein for comparison, are presented in the new format to conform to the consolidated and the Bank’s financial statements for the year ended December 31, 2011.
BANGKOK February 20, 2012
Dr. Suphamit Techamontrikul Certified Public Accountant (Thailand) Registration No. 3356 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.
133
FINANCIAL STATEMENTS STATEMENTS OF FINANCIAL POSITION
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Notes
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
ASSETS Cash Interbank and money market items, net Derivatives assets Investments in securities, net Investments in subsidiaries, net Investments in receivables, net Investments in properties, net Loans and accrued interest receivables, net Loans Securities business receivables Accrued interest receivables Total loans and accrued interest receivables Less Deferred revenue Less Allowance for doubtful accounts Less Allowance for troubled debt restructuring Net loans and accrued interest receivables Properties foreclosed, net Land, premises and equipment, net Goodwill and other intangible assets, net Securities and derivative business receivables Accounts receivable from Clearing House Other assets Total assets
7.2 7.3 7.4 7.5 7.6
Annual Report 2011
282,132
380,384
280,882
16,081,082 26,753,350 5,291,730 77,518
7,912,146 278,853 12,292,556 6,699,802 78,070
15,566,224 26,360,099 8,734,040 1,741,608 -
7,496,219 278,853 11,717,664 9,159,909 2,528,576 -
151,922,307 446,249 798,198 153,166,754 (16,619,783) (5,119,272) (733) 131,426,966 6,543,304 938,478 348,503 279,192 33,168 1,171,829 189,326,734
119,185,135 340,106 586,330 120,111,571 (12,212,380) (4,233,393) (1,651) 103,664,147 7,736,299 901,147 230,082 413,556 140,780 1,270,517 141,900,087
151,922,307 795,848 152,718,155 (16,619,783) (5,112,494) (733) 130,985,145 6,092,369 880,905 268,556 1,000,042 192,009,372
119,185,135 584,928 119,770,063 (12,212,380) (4,226,901) (1,651) 103,329,131 6,986,973 864,314 220,419 1,086,128 143,949,068
7.7 7.9 7.11 7.12 7.13 7.14 7.15
The notes to the financial statements form an integral part of these statements
134 KIATNAKIN BANK
381,614
STATEMENTS OF FINANCIAL POSITION (CONTINUED) KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Notes
LIABILITIES AND EQUITY
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
69,039,581 5,220,382 231,839 701 86,012,821 223,676 90,294 170,996 872,048 1,537,726 575,380 61,583 1,694,365 165,731,392
69,530,884 5,248,872 231,839 701 89,612,821 187,238 892,917 1,398,477 575,380 46,894 1,726,227 169,452,250
Deposits 7.16 Interbank and money market items, net 7.17 Liabilities payable on demand Derivatives liabilities 7.3 Debt issued and borrowings 7.18 Provisions 7.19 Accounts payable to clearing house Securities and derivative business payables Accrued interest expenses Other accounts payable 7.20 Legal Execution Department payable 7.21 Income tax payable and specific business tax payable Other liabilities 7.22 Total liabilities
75,931,269 3,201,942 282,604 42 35,307,852 192,639 16,135 475,853 453,762 1,094,058 575,380 745,638 2,711,829 120,989,003
75,932,389 3,326,226 282,604 42 37,867,852 163,965 460,908 1,029,388 575,380 698,507 2,729,529 123,066,790
The notes to the financial statements form an integral part of these statements
135
STATEMENTS OF FINANCIAL POSITION (CONTINUED) KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Notes
LIABILITIES AND EQUITY (CONTINUED) EQUITY Share capital Authorized share capital 660,328,864 ordinary shares of Baht 10 each (December 31, 2010 : 696,099,987 shares of Baht 10 each) Issued and paid-up share capital 634,328,864 ordinary shares of Baht 10 each (December 31, 2010 : 565,825,828 shares of Baht 10 each) Premium on share capital Other reserves Retained earnings Appropriated Legal reserve Others Unappropriated Total equity of the Bank Non-controlling interest Total equity Total liabilities and equity
7.23
7.27
6,961,000
6,603,289
6,961,000
6,343,289 3,715,267 1,210,383
5,658,258 3,062,445 1,299,831
6,343,289 3,715,267 298,497
5,658,258 3,062,445 334,107
722,846 380 11,224,043 23,216,208 379,134 23,595,342 189,326,734
722,846 380 9,926,788 20,670,548 240,536 20,911,084 141,900,087
722,846 380 11,476,843 22,557,122 22,557,122 192,009,372
722,846 380 11,104,242 20,882,278 20,882,278 143,949,068
7.25
The notes to the financial statements form an integral part of these statements
Annual Report 2011
6,603,289
(Mr.Tawatchai Sudtikitpisan) Director
136 KIATNAKIN BANK
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
(Mr.Pracha Chumnarnkitkosol) Director
STATEMENTS OF COMPREHENSIVE INCOME
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Notes
Interest income 7.36 7.37 Interest expenses Net interest income Fees and services income Fee and service expense Net fees and services income 7.38 Gain (loss) on tradings and foreign exchange transactions 7.39 7.40 Gain (loss) on investments Gain from sale of foreclosed assets Dividend income 7.42 Other operating income Total operating income Other operating expenses Employee’s expenses Directors’ remuneration Premises and equipment expenses Taxes and duties Loss incurred from breach of bidding contract Loss from revaluation of foreclosed assets (reversal) 7.43 Other expenses Total other operating expenses Impairment loss of loans and debt securities 7.41 Profit from operating before income tax expenses 7.44 Income tax expenses Net profit
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 11,296,385 8,767,254 4,820,659 2,941,643 6,475,726 5,825,611 1,573,428 1,255,556 154,092 103,542 1,419,336 1,152,014
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 10,759,946 8,450,541 4,925,997 2,990,996 5,833,949 5,459,545 1,140,416 840,372 98,625 62,679 1,041,791 777,693
(11,640) 179,544 1,244,851 54,943 166,901 9,529,661
108,528 258,307 1,482,578 65,417 182,484 9,074,939
(30,326) 267,299 714,303 50,539 147,410 8,024,965
(6,448) (135,348) 556,822 2,223,191 127,087 9,002,542
2,340,283 13,331 859,225 270,843 (110,748) 1,457,599 4,830,533 1,277,642 3,421,486 535,212 2,886,274
1,817,122 9,184 703,900 208,398 582,749 71,827 1,132,113 4,525,293 469,961 4,079,685 1,213,435 2,866,250
2,040,513 12,057 780,667 269,090 (79,647) 1,281,407 4,304,087 1,287,357 2,433,521 506,150 1,927,371
1,540,555 6,389 637,744 207,418 582,749 48,864 908,820 3,932,539 484,248 4,585,755 1,153,762 3,431,993
The notes to the financial statements form an integral part of these statements
137
STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED) KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Notes
Gain (loss) Gain (loss) on fair value reserves on investments in receivables Gain (loss) on fair value reserves on available-for-sale securities Actuarial loss on defined benefit plan Total other comprehensive income (loss) Total comprehensive income
Net profit attributable to: Equity holders of the Bank Non-controlling interest Total comprehensive income attributable to: Equity holders of the Bank Non-controlling interest
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
(67,862)
(87,172)
(12,289)
33,412
(16,954) (39,359) (124,175) 2,762,099
405,431 318,259 3,184,509
(23,321) (32,420) (68,030) 1,859,341
396,302 429,714 3,861,707
2,858,963 27,311
2,840,152 26,098
1,927,371 -
3,431,993 -
2,730,157 31,942
3,157,446 27,063
1,859,341 -
3,861,707 -
4.52 4.50
5.20 4.97
3.04 3.03
6.29 6.00
Earnings per share of Equity holders of the Bank Baht 7.30 Basic earnings per share Baht 7.30 Diluted earnings per share
(Mr.Tawatchai Sudtikitpisan) Director
The notes to the financial statements form an integral part of these statements
138 KIATNAKIN BANK
Annual Report 2011
(Mr.Pracha Chumnarnkitkosol) Director
139
7.27
7.23
7.26
5,658,258 685,031 6,343,289
3,062,445 652,822 3,715,267
2,655,779 406,666 3,062,445
5,231,525 426,733 5,658,258
The notes to the financial statements form an integral part of these statements
Opening balance as at January 1, 2011 7.26 Dividend paid 7.23 Increase in ordinary shares 7.27 Total comprehensive income Decrease in shareholding of non-controlling interests Closing balances as at December 31, 2011
Opening balance as at January 1, 2010 Dividend paid Increase in ordinary shares Total comprehensive income Closing balances as at December 31, 2010
Premium on share capital
paid-up share capital
Notes Issued and
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
1,130,659 (71,786) 1,058,873
1,218,803 (88,144) 1,130,659 169,172 (17,662) 151,510
(236,266) 405,438 169,172
Fair value Gain (loss) reserves on availableon investments for-sale securities in loans
Other reserves
722,846 722,846
722,846 722,846
Unappropriated Total equity retained attributable earnings to the Bank’s shareholders
380 9,926,788 20,670,548 - (1,522,350) (1,522,350) - 1,337,853 - 2,819,605 2,730,157 380 11,224,043 23,216,208
380 8,319,290 17,912,357 - (1,232,654) (1,232,654) 833,399 - 2,840,152 3,157,446 380 9,926,788 20,670,548
Appropriated retained earnings Legal Others reserve
CONSOLIDATED FINANCIAL STATEMENTS Equity attributable to the Bank’s shareholders
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
Total
240,536 20,911,084 - (1,522,350) - 1,337,853 31,942 2,762,099 106,656 106,656 379,134 23,595,342
33,676 17,946,033 (3,608) (1,236,262) 183,405 1,016,804 27,063 3,184,509 240,536 20,911,084
Noncontrolling interests
BAHT ’000
140 KIATNAKIN BANK
Annual Report 2011 7.27
7.23
7.26
7.27
7.23
7.26
The notes to the financial statements form an integral part of these statements
Opening balance as at January 1, 2011 Dividend paid Increase in ordinary shares Total comprehensive income Closing balances as at December 31, 2011
Opening balance as at January 1, 2010 Dividend paid Increase in ordinary shares Total comprehensive income Closing balances as at December 31, 2010
Notes
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
5,658,258 685,031 6,343,289
5,231,525 426,733 5,658,258
Issued and paid-up share capital
3,062,445 652,822 3,715,267
2,655,779 406,666 3,062,445
Premium on share capital
165,014 (12,289) 152,725
131,602 33,412 165,014
Fair value reserves on investments in loans
169,093 (23,321) 145,772
(227,209) 396,302 169,093
Gain (loss) on availablefor-sale securities
722,846 722,846
722,846 722,846
Legal reserve
Appropriated
THE BANK’S FINANCIAL STATEMENTS Other reserves
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
Others
380 380
380 380
11,104,242 (1,522,350) 1,894,951 11,476,843
8,904,903 (1,232,654) 3,431,993 11,104,242
Unappropriated retained earnings
20,882,278 (1,522,350) 1,337,853 1,859,341 22,557,122
17,419,826 (1,232,654) 833,399 3,861,707 20,882,278
Total
BAHT ’000
STATEMENTS OF CASH FLOWS
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 CASH FLOWS FROM OPERATING ACTIVITIES Adjustments to reconcile net income to cash provided by (paid in) operating activities Depreciation and amortization Bad debt and doubtful accounts Loss on troubled debt restructuring (Gain) loss on revaluation and impairment of investments in receivables Gain from transferring investments in receivables to loans Unrealized (gain) loss on foreign exchange Loss on diminution in value of securities (reversal) Loss on diminution in value of properties foreclosed (reversal) Loss on other assets impairment (Gain) loss on disposal of securities Gain on disposal of equipment Loss on write-off of equipment Loss incurred from breach of bidding contract Net income from interest Dividend income Proceeds from interest income Interest paid Proceeds from dividend Cash paid for corporate income tax (Decrease) increase in provisions for contingencies expenses (Decrease) increase in specific business tax payable Increase in accrued expenses The excess of the interest in the fair values of net assets acquired over the cost of acquisition Dividend received from subsidiaries Profit from operations before changes in operating assets and liabilities
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
3,421,486
4,079,685
2,433,521
4,585,755
482,402 1,549,677 2,106 104,360 (154,359) 4,999 (375) (110,748) 39,364 (26,454) (7,451) 1,422 (6,475,726) (54,943) 11,147,928 (4,402,374) 51,611 (1,229,077) (9,553) (119) 81,841
457,435 962,975 32,288 (153,148) (2,334) (3,357) (47,795) 71,827 7,968 15,297 (12,486) 4,284 582,749 (5,825,611) (65,417) 8,744,972 (2,972,112) 65,406 (1,110,733) 28,160 3,807 249,672
457,161 1,549,391 2,106 114,361 (154,359) 4,999 (60,961) (79,647) 38,812 (32,120) (4,738) 1,404 (5,833,949) (50,539) 10,615,328 (4,493,988) 47,207 (1,165,835) (9,148) (531) 71,950
437,971 955,919 32,288 (120,941) (2,334) (3,357) 343,399 48,864 7,998 68,349 (7,282) 4,059 582,749 (5,459,545) (2,223,191) 8,428,769 (3,018,436) 2,322,409 (1,095,631) 7,021 3,676 222,881
-
(23,401) -
-
(2,260,155)
4,416,017
5,090,131
3,450,425
3,861,235
141
STATEMENTS OF CASH FLOWS (Continued)
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 CASH FLOWS FROM OPERATING ACTIVITIES (Continued) (Increase) decrease in operating assets Interbank and money market items Investments in trading and available-for-sale securities Investments in receivables Securities and derivative business receivables Accounts receivable from Clearing House Loans and receivables Properties foreclosed Other assets Increase (decrease) in operating liabilities Deposits Interbank and money market items Liabilities payable on demand Accounts payable to Clearing House Securities and derivative business payables Short-term borrowings Other payables Other liabilities Net cash used in operating activities
142 KIATNAKIN BANK
Annual Report 2011
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
(8,110,423) 3,169,122 (8,087,423) 3,076,122 (16,403,229) 4,208,214 (16,691,747) 3,642,947 674,763 410,696 99,231 (247,113) 134,364 (134,343) 107,612 93,778 (30,186,212) (23,654,309) (29,751,055) (23,034,810) 3,100,620 3,819,709 2,775,633 3,103,933 16,597 (256,177) (15,975) (169,085) (6,891,688) 2,018,440 (50,765) 74,159 (304,857) 47,259,969 436,119 (1,090,429) (4,798,943)
(177,594) (446,199) 87,112 (18,946) 44,452 817,729 270,929 1,516,712 (5,158,984)
(6,401,505) 1,922,646 (50,765) 45,869,969 366,669 (1,117,300) (7,631,197)
(176,486) (402,097) 87,112 1,517,729 238,183 1,553,470 (6,948,860)
STATEMENTS OF CASH FLOWS (Continued)
KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for purchase of long-term investments in securities Proceeds from sales of long-term investments in securities Cash paid for purchase of investments in subsidiaries Proceeds from sales of investments in subsidiaries Proceeds from capital reduction of subsidiaries Dividend received from subsidiaries Purchase of premises and equipment Proceeds from sales of equipment Purchase of intangible assets Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from increase in share capital Proceeds from share premium Proceeds from sale of debenture Cash paid for debenture redemption Dividend paid Dividend paid for minority interest Decrease in non-controlling interest of subsidiary Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents as at January 1, Cash and cash equivalents as at December 31,
(371,514) 2,637,667 (205,973) (338,077) 8,376 (134,662) 1,595,817 685,031 652,822 8,772,000 (5,327,000) (1,522,350) (11,963) 3,248,540 45,414 853,059 898,473
(491,600) 2,358,063 (4,077,973) 20,000 (438,335) 13,463 (116,190) (2,732,572)
BAHT ’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 (371,514) 2,635,734 (234,000) 451,628 (316,174) 5,662 (131,140) 2,040,196
(501,510) 2,357,934 (4,163,802) 20,000 335,905 2,260,155 (417,173) 7,895 (113,806) (214,402)
426,733 685,031 426,733 406,666 652,822 406,666 13,469,000 16,142,000 20,779,000 (5,043,000) (10,267,000) (13,163,000) (1,232,654) (1,522,350) (1,232,654) (3,608) (32,668) 7,990,469 5,690,503 7,216,745 98,913 754,146 853,059
99,502 280,882 380,384
53,483 227,399 280,882
143
NOTES TO THE CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS KIATNAKIN BANK PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
1. GENERAL
Kiatnakin Bank Public Company Limited (“the Bank”) was incorporated in Thailand. Its head office is located at 500 Amarin Tower, Ploenchit Road, Lumpini, Pathumwan, Bangkok. The Bank provides banking business through its branches network in Thailand. As at December 31, 2011 and December 31, 2010, the Bank has 11 and 10 subsidiaries, respectively as follows: 1.1 Kiatnakin Securities Company Limited, incorporated in Thailand since October 27, 1998 and located at Amarin Tower, 7th Floor, 500 Ploenchit Road, Lumpini, Pathumwan, Bangkok. The subsidiary’s main business is securities business. 1.2 Kiatnakin Fund Management Company Limited, incorporated in Thailand since January 23, 2004 and located at 942/135, 4th Floor, Charn Issara Tower 1, Rama 4 Road, Suriyawong, Bang Rak, Bangkok. The subsidiary’s main business is mutual funds and individual private fund management. The entity became the Bank’s subsidiary on July 12, 2011 (see Note 7.5.2). 1.3 Erawan Law Office Company Limited, incorporated in Thailand since January 5, 2009 and located at K Tower B, 12th Floor, Sukhumvit 21 (Asoke), Khlong Toey Nua, Wattana, Bangkok. The subsidiary’s main business is legal and consulting services. 1.4 The Asia Recovery 1 Fund, incorporated in Thailand since March 2, 1999 and located at Kasikorn Asset Management Company Limited, 6th floor Kasikorn Bank, 400/22 Phaholyothin Rd., Samsen Nai, Phayathai, Bangkok. The subsidiary’s main business is to invest in rights of claims which are business loans of financial institutions. 1.5 The Asia Recovery 2 Fund, incorporated in Thailand since April 27, 1999 and located at Kasikorn Asset Management Company Limited, 6th floor Kasikorn Bank, 400/22 Phaholyothin Rd., Samsen Nai, Phayathai, Bangkok. The subsidiary’s main business is to invest in rights of claims which are business loans of financial institutions. 1.6 The Asia Recovery 3 Fund, incorporated in Thailand since November 30, 1999 and located at Kasikorn Asset Management Company Limited, 6th floor Kasikorn Bank, 400/22 Phaholyothin Rd., Samsen Nai, Phayathai, Bangkok. The subsidiary’s main business is to invest in rights of claims which are business or other loans of financial institutions. 1.7 Thai Restructuring Fund, incorporated in Thailand since September 30, 1999 and located at 989, 24th floor Siam Tower, Rama 1 Rd., Pathumwan, Bangkok. The subsidiary’s main business is to invest in property or rights of claims.
144 KIATNAKIN BANK
Annual Report 2011
1.8 Asia Recovery Property Fund 1, incorporated in Thailand since August 22, 2001 and located at One Assets Management Limited 989, 24th floor Siam Tower, Rama 1 Rd., Pathumwan, Bangkok. The subsidiary’s main business is to invest in real estate property and/or rights of claims with property as collateral. 1.9 Asia Recovery Property Fund 3, incorporated in Thailand since August 1, 2001 and located at One Assets Management Limited 989, 24th floor Siam Tower, Rama 1 Rd., Pathumwan, Bangkok. The subsidiary’s main business is to invest in real estate property and/or rights of claims with property as collateral. 1.10 Bangkok Capital Fund, incorporated in Thailand since April 30, 1999 and located at One Assets Management Limited 989, 24 th floor Siam Tower, Rama 1 Rd., Pathumwan, Bangkok. The subsidiary’s main business is to invest primarily in distressed commercial loans in Thailand. 1.11 Gamma Capital Fund, incorporated in Thailand since April 30, 1999 and located at One Assets Management Limited 989, 24 th floor Siam Tower, Rama 1 Rd., Pathumwan, Bangkok. The subsidiary’s main business is to invest primarily in distressed commercial loans in Thailand.
2. BASIS FOR PREPARATION OF THE CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2.1 Basis for Preparation of the Financial Statements
The consolidated and the Bank’s financial statements are prepared in accordance with the regulation of the Stock Exchange of Thailand dated January 22, 2001, regarding the Preparation and Filing of Financial Statements and Reports on Financial Status and Results of Operations of Listed Companies, B.E. 2544, where the form of financial statements is based on Thai Account Standard No. 1 (Revised 2009) “Presentation of Financial Statements”, including the Procedures, Policies and Presentation in accordance with the Bank of Thailand (“BOT”) Notification regarding the Preparation and Announcement of Financial Statements of Commercial Banks and Holding Companies of Financial Industry dated December 3, 2010. The financial statements for the year ended December 31, 2010, presented for comparison, have been reclassified accordingly (see Note 7.45). The financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies. The Bank maintains its accounting records in Thai Baht and prepares its statutory financial statements in the Thai language in conformity with financial accounting standards used by the banking industry in Thailand. The financial statements are prepared in accordance with accounting principles and practices generally accepted in Thailand and the Bank of Thailand’s guidelines.
145
Thai Financial Reporting Standards announced but not yet effective in 2011
The Federation of Accounting Professions has issued the Notifications regarding the Thai Financial Reporting Standards, which are effective for the accounting periods beginning on or after January 1, 2013 onwards. The Thai Financial Reporting Standards which are related to the Bank and subsidiaries are as follows: TAS TAS 12 (Revised 2009) Income Taxes TAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange Rates TFRI TFRI 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets TFRI 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders TFRI 31 Revenue - Barter Transactions Involving Advertising Services The Bank and subsidiaries’ managements anticipate that the Bank and subsidiaries will adopt the above Thai Financial Reporting Standards relevant to the Bank and subsidiaries in the preparation of the Bank and subsidiaries’ financial statements when they become effective. The Bank and subsidiaries’ managements are still evaluating the first-year impact on the financial statements.
2.2 Basis for Preparation of the Consolidated Financial Statements
The consolidated financial statements include the accounts of the Bank and the subsidiaries where more than 50% of the shares are owned by the Bank. Significant related party transactions and balances have been eliminated. The subsidiaries which were incorporated in Thailand are as follows: Type of Business
Kiatnakin Securities Co., Ltd. Kiatnakin Fund Management Co., Ltd. Erawan Law Office Co., Ltd. Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Asia Recovery Property Fund 1 Asia Recovery Property Fund 3 Bangkok Capital Fund Gamma Capital Fund
146 KIATNAKIN BANK
Annual Report 2011
Securities Fund Management Law Office Investments Investments Investments Investments Investments Investments Investments Investments
Ownership Interest (%) As at As at December 31, 2011 December 31, 2010 99.99 99.99 60.00 99.93 99.93 99.95 99.95 99.59 99.59 99.97 99.97 98.91 98.91 99.50 99.50 98.77 98.77 95.72 95.72 94.03 94.03
3. ADOPTION OF NEW AND REVISED THAI FINANCIAL REPORTING STANDARDS
Since January 1, 2011, the Bank and its subsidiaries have adopted the new and revised Thai Financial Reporting Standards (TFRS) issued by the Federation of Accounting Professions, which are effective for the financial statements for the accounting periods beginning on or after January 1, 2011 onwards. Such TFRS have no significant impact on the Bank and its subsidiaries’ financial statements except for the following TFRS:
3.1 TAS 1 (Revised 2009) “Presentation of Financial Statements”
TAS 1 (Revised 2009) “Presentation of Financial Statements” changed requirements about the presentation in the financial statements. Therefore, it affected the presentation in the consolidated and the Bank’s statements of financial position for the year ended December 31, 2010, presented for comparison (see Notes 2.1 and 7.45).
3.2 TAS 19 “Employee Benefits”
Since January 1, 2011, the Bank and its subsidiaries have adopted TAS 19 “Employee Benefits” for the first time by calculating the post-employment benefits obligation by an actuary under the Thai Labor Protection Act based on actuarial assumptions at the end of reporting period. The Bank and its subsidiaries elected to recognize past service costs by adjusting the beginning retained earnings. However, as the impact is immaterial, the Bank and subsidiaries did not adjust the financial statements because they have already recorded provision for the post-employment benefits in the consolidated and the Bank’s financial statements for the year ended December 31, 2010. For short-term benefits (annual leave), the Bank and its subsidiaries elected to record as expenses in the statements of comprehensive income for the year ended December 31, 2011 because the amount is immaterial.
4. SIGNIFICANT ACCOUNTING POLICIES 4.1 Cash and cash equivalents
Cash and cash equivalents in the Bank’s statements of cash flow include cash on hand and cash on collection according to the Bank of Thailand’s Notification. Cash and cash equivalents in the consolidated statements of cash flows include cash on hand and cash on collection of the Bank and current accounts, savings accounts, time deposits with no more than 3 months remaining to maturity and without commitments, call notes receivable and term notes receivable maturing within 3 months of subsidiaries.
147
4.2 Investments in securities
4.2.1 Basis of investment classification Investments other than investments in subsidiaries and interest in joint ventures are classified into the following four categories: trading, held-to-maturity, available-for-sale and general investments. The classification is dependent on the purpose for which the investments were acquired. Management determines the appropriate classification of its investments at the time of the purchase and re-evaluates such designation on a regular basis. Investments that are acquired principally for the purpose of generating a profit from short-term fluctuations in price are classified as trading investments. Investments with fixed maturity that the management has the intent and ability to hold to maturity are classified as held-to-maturity. Investments intended to be held for an indefinite period of time, which may be sold in response to liquidity needs or changes in interest rates, are classified as available-for-sale. Investments in non-marketable equity securities are classified as general investments. 4.2.2 Trading and available-for-sale investments Trading and available-for-sale investments are stated at fair value. The fair value of debt securities traded in the established market is based on the quoted prices or yields of the debt securities at the reporting date, or the latest trading date prior to the reporting date if there was no trading on that date. If the debt securities are not traded in the established market, the fair value is calculated by reference to the risk-free yield curve adjusted by an appropriate risk premium. The fair value of equity securities is based on the last bid price quoted by the Stock Exchange of Thailand at the reporting date. The fair value of unit trusts is determined from the net assets value (NAV) published by mutual fund management companies as the fund managers. Unrealized gain or loss resulting from changes in fair value of trading investments are recognized in the statements of comprehensive income. Unrealized gain or loss resulting from changes in fair value of available-for-sale investments are reported as a component of equity through other comprehensive income until realized, after which gain or loss on disposal of the investments will be recognized as net gain (loss) on investments. 4.2.3 Held-to-maturity investments Held-to-maturity investments are carried at amortized cost using the effective yield method. 4.2.4 General investments General investments are stated at cost less allowance for impairment in value.
148 KIATNAKIN BANK
Annual Report 2011
4.2.5 Investments in subsidiaries Investments in subsidiaries are stated at the cost method in the Bank’s financial statements. Subsidiaries are entities in which the Bank has an interest of more than one half of the voting rights or otherwise has power to exercise control over the financial and operating policies. Such subsidiaries are consolidated from the date on which control is transferred to the group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs directly attributable to the acquisition. All intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated; unrealized losses are also eliminated unless cost cannot be recovered. The significant accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Bank. Separate disclosure is made for non-controlling interest in the consolidated statement of financial position and consolidated statement of comprehensive income. A list of the subsidiaries is set out in Note 1 and Note 2.2 4.2.6 Impairment of investments in subsidiaries A test of impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying amount of the investments is higher than its recoverable amount, impairment loss is charged to the statements of comprehensive income. 4.2.7 Income recognition relative to investments On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of comprehensive income. When a particular investments in debt or equity securities is partly disposed of, the carrying amount of disposed part is determined by the weighted average method of the carrying amount of the total holding of such investment.
4.3 Valuation of investments in receivables
The investments in receivables are the investments in commercial and hire-purchase loans with or without collateral. These commercial and hire-purchase loans have no readily ascertainable market values available and, therefore, are reported at estimated fair value. Fair value of investments in receivables is determined by the net present value of estimated future cash flows from selling of collateral.
149
Unrealized gain or loss resulting from changes in fair value of investments in receivables is reported as a net amount in a separate component of equity, except where the investments are sold out, the realized gain or loss will be recognized in the statements of comprehensive income. A test for impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying value of the investments is higher than its recoverable amount, impairment loss is charged to the statement of comprehensive income. For the Bank, where there is a change in terms or contracts, the investments in receivables will be transferred to loans account to comply with the Bank of Thailand’s Notification Sor Nor Sor. 67/2551 Re: Accounting procedures for financial institution. The Bank will record the transfer at fair value on the day the transfer occurred. The difference between book value and fair value will be recognized immediately in the statement of comprehensive income. In case where there is a gain, the Bank will take into consideration of the probability of future cash flow to be received.
4.4 Valuation of investments in property
The investments in property are the investments in real estate business of the subsidiaries, which are mutual funds. These investments generally have no readily ascertainable market values available and, therefore, are reported at the lower of cost or fair value. Fair value is calculated from the appraisal value, appraised by an external independent valuer or internal valuer according to the Bank of Thailand’s guidelines and discounted by the risk premium according to the holding period.
4.5 Loans
Overdrafts are stated at the principal amounts including interest. Other loans are stated at the principal amount. Unearned discounts received in advance are presented as deduction from the loans. Hire purchase and finance lease receivables are stated at the contract value of the hire purchase and finance lease receivables net of unearned income, which is presented after netting prepaid commission expenses and initial direct costs at the inception of the contracts. Securities and derivatives business receivables comprise the net securities business receivables and derivatives business receivables. Securities business receivable comprise the receivable of credit balance accounts for which the securities purchased are used as collateral, and other receivables such as overdue amounts in cash accounts and securities receivables which are under legal proceedings, are undergoing restructuring, or are being settled in installments. The receivable balances of cash accounts are presented under the caption of Securities and derivative business receivables.
150 KIATNAKIN BANK
Annual Report 2011
4.6 Allowance for doubtful accounts
The Bank classifies its loan portfolios into categories and sets allowance for doubtful accounts for loans in accordance with the Bank of Thailand’s Notification dated August 3, 2008 and with the management estimation over the allowance for doubtful accounts from the ending balance of loans. The period of time that a loan is past due and the ability to repay the debt are the principal criteria utilized in classifying a loan. The valuation of collateral depends on each type of collateral. The Bank categorizes their loan portfolios into six categories and determines allowance for doubtful accounts subject to different levels of provisioning. Allowance for doubtful accounts for loans classified as normal and special mention are calculated based on the minimum percentage in accordance with the BOT’s guidelines by using the value of collateral for calculation of reserve. For loans classified as substandard, doubtful and doubtful of loss, the allowance rate is 100 percent of the difference between the outstanding loan value and present value of expected cash flow from proceeds from disposal of the collateralized assets which excludes collateral in the form of machinery. With the exception of a subsidiary that carries out a leasing business, the reserve calculation is determined by including the value of machinery as collateral. In addition, the Bank and subsidiaries estimate an additional allowance for doubtful debts over the minimum percentage as specified in the BOT’s guidelines. The Bank’s subsidiaries operating as securities companies have provided for an allowance for doubtful accounts on securities and derivatives business receivables based on management’s review and assessment of the status of individual debtor as well as the requirements as stated in the Office of the Securities and Exchange Commission’s Notifications Nos. Kor Thor. 33/2543 and Kor Thor. 5/2544 dated August 25, 2000 and February 15, 2001, respectively. Such assessment takes into consideration various factors including the risks involved and the value of collateral. Allowance is made for the estimated losses that might be incurred where the debts are not fully secured and/or there exists a possibility that principal and interest cannot be recovered in full. The increase or decrease in allowance for doubtful accounts is recorded as an expense or decrease in expenses during the accounting period. Bad debts are written off during the period in which they are identified. Bad debts recovery is recorded by reducing bad debts and doubtful accounts expenses in the statements of comprehensive income.
4.7 Troubled debt restructuring
The Bank accounts for troubled debt restructuring in accordance with guidelines approved by the Bank of Thailand. The Bank records the assets or equity securities transferred to the Bank for debt settlements at the lower of fair values of the assets or equity securities, less estimated selling expenses, or the amount of investments in receivables (including non-accrued interest income at the restructuring date).
151
In case that the debt restructuring involves modifications to terms of receivables as accepted by the Bank, the fair value of investments in receivables after restructuring is based on the net present value of expected future cash flows discounted using the Minimum Lending Rates (MLR) prevailing at the restructuring date. Losses arising from restructuring by waiver of loan principal or recorded accrued interest receivables, less recorded allowance, are recognized in the Statement of Comprehensive income when incurred. Legal fees and other direct costs incurred as a result of the debt restructuring are expensed when incurred.
4.8 Properties foreclosed
Properties foreclosed includes land and/or construction, leasehold, condominium and repossessed vehicles. Repossessed land and/or construction, leasehold and condominium are stated at the lower of the outstanding loan principal including accrued interest or fair value. Repossessed vehicles are stated at the lower of cost or fair value at the transferred date. Fair value is calculated by using market value (Red book). Gains (losses) on disposal of properties foreclosed are recorded as income or expenses in the statements of comprehensive income when the disposal is made. Impairment loss (if any) is recognized as expense in the statements of comprehensive income.
4.9 Land, premises and equipment
Land is stated at historical cost, while buildings and equipment are stated at historical cost less accumulated depreciation. Depreciation is calculated on a straight-line basis to write off the cost of each asset, except for land, to its residual value over its estimated useful life as follows: Premises 20 years Equipment 3 - 5 years Furniture and fixtures 5 years Vehicles 5 years Gains or losses on disposal of fixed assets are determined by comparing proceeds with the carrying amount and are included in statement of comprehensive income.
152 KIATNAKIN BANK
Annual Report 2011
4.10 Goodwill in a business combination
Goodwill in a business combination represents the excess of the cost of acquisition over the Bank’s interest in the fair value of the identifiable net assets acquired as at the date of acquisition. The Bank recognizes goodwill in a business combination as an asset recorded as of the acquisition date in the consolidated financial statements. Goodwill is stated at cost less allowance for impairment (if any). For excess of net fair value of the identifiable net assets over purchase cost as at the date of acquisition, the Bank recognizes that excess as a revenue recorded in the consolidated financial statements.
4.11 Intangible assets
4.11.1 Computer software Acquired computer software licenses are capitalized when the Bank use the specific software. These costs are amortized over their estimated useful lives of 10 years. 4.11.2 TFEX membership license The subsidiary, which is the securities business, recognized TFEX membership license as intangible asset without amortization. The Company tests it for impairment annually and allowance for impairment, if any, will be set up and recorded as loss on impairment in the Statement of Comprehensive Income.
4.12 Foreign currency transactions
Foreign currency transactions are translated using the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities at the reporting date denominated in foreign currencies are translated into Baht using the reference rates of exchange of the Bank of Thailand ruling as of that date. Gains or losses on exchange resulting from the settlements and the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the statement of comprehensive income.
4.13 Accounting for lease
Leases of premises or equipment which substantially all the risks and rewards of ownership are transferred to the lessee are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period.
153
Leases which a significant portion of the risks and rewards of ownership retained with the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of income on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which such termination takes place.
4.14 Interest income on loans and deposits
Interest income on loans and deposits are recognized as income on an accrual basis, except in the case of interest on loans which is over three months past due from the due date where interest is recognized on collection basis. The Bank reverses accrued interest income on loan when its principal or interest payment has become over three months past due to comply with the Bank of Thailand’s Notification dated August 3, 2008. The Bank continues its income recognition on the accrual basis when the entire amount of the principal and overdue interest has been paid.
4.15 Hire-purchase and finance lease income
Income from hire-purchase contracts is recognized based on the effective interest method. Interest on hire-purchase and financial lease income are recognized on an accrual basis. The Bank reverses accrued interest income on hire-purchase when its principal or interest payment has become over three months past due to comply with the Bank of Thailand’s Notification dated August 3, 2008. The Bank continues its income recognition on the accrual basis when the entire amount of the principal and overdue interest has been paid. Income from finance lease contracts are recognized on the effective interest method over the period of contracts.
4.16 Interest and dividend income from investment in securities
Interest income on investments is recognized as income on an accrual basis except in the case of interest on debt securities which is over three months past due from the due date where interest is recognized on collection basis. Dividend income is recognized when dividend is declared.
4.17 Income from investments in receivables
Interest income on investments in receivables are recognized as income on the collection basis based on the outstanding loans multiplied by the effective yield according to contract or new agreement.
154 KIATNAKIN BANK
Annual Report 2011
4.18 Fees and services income
Fees and services are recognized as income when services are rendered.
4.19 Recognition of expenses and dividend payment
Expenses are recognized on an accrual basis. Dividends are recorded in the consolidated and the Bank’s financial statements in the period in which they are approved by the shareholders.
4.20 Income tax
Income tax expense is based on tax paid and accrued for the year.
4.21 Earnings per share
Basic earnings per share are computed by dividing the net profit for the year by the weightedaverage number of paid-up ordinary shares in issue during the year. The diluted earnings per share are computed by dividing the net profit for year adjusted by expense (after tax effect) saved from the conversion of dilutive potential ordinary shares, by the weighted-average number of ordinary shares (included potentially dilutive shares).
4.22 Employment benefit
Provident fund The group operates a provident fund that is a defined contribution plan, the assets of which are held separately from the group and managed by an authorized fund manager. The provident fund is funded by payments from employees and by the relevant group companies. Contributions to the provident fund are charged to the statements of comprehensive income in the period to which they relate. The group and every employee are required to make contributions at the same rates as follows: Service periods Contribution rate (%) Less than 5 years 5 Over 5 years 10 Post-employment benefit obligation Legal severance payment plan All employees will receive severance payment upon retirement in accordance with the Labor Protection Act. The obligation of this plan considered unfunded defined benefit obligation of TAS 19 “PostEmployment bandit obligation” and is separately measured by an actuary using the projected unit credit method to determine the present value of employee benefit cash flows to be paid in the future. Under this method, the obligation is based on an actuarial calculation including the employee’s expected salary,
155
employees turnover rate, salary increase rate, mortality rate, discount rate, years of service and other factors. Actuarial gains (losses) are recognized in other comprehensive income. The Bank and its subsidiaries recognize the expenses for the defined benefit plan as personnel expenses in the statement of comprehensive income. Benefit from carried forward leave The benefit from cumulative carried forward leave is recognized as a liability in the statement of financial position and personnel expenses in the statement of comprehensive income.
4.23 Derivatives
The Bank enters into off-balance sheet transactions involving derivative financial instruments in order to support its customers’ needs and as part of risk management. Financial derivative contracts are recorded as off-balance sheet items. Forward foreign exchange contracts are marked to fair value using the market price at the reporting date. Gains or losses from the translation are included in the statement of comprehensive income. For interest rate swap contracts, the Bank recognized the net amount of interest to be received from or paid to the counterparty under the interest rate swap contracts as income or expenses on an accrual basis in the statement of comprehensive income. Derivatives financial instruments of a securities business subsidiary include futures contracts and options contracts with the Thailand Future Exchange Public Company Limited (TFEX), which are classified as trading derivatives. For futures contracts, cash pledged as collateral for the futures contracts are recorded as receivables from Thailand Clearing House. Gain or loss from changes in the fair value of futures contracts are recorded in the statements of comprehensive income against receivables from Thailand Clearing House. The fair value of futures contract is based on the daily settlement price quoted by TFEX. For options contracts, the subsidiary recorded the premium paid (long position) and the premium received (short position) under SET 50 index options contracts at trade date as other derivative assets and other derivative liabilities, respectively. Gains or losses from changes in the fair value of the options contracts are recorded in the statements of comprehensive income. The fair value of options contract is based on the daily settlement price quoted by TFEX.
5. RISK MANAGEMENT
The risk management policy of the Group is emphasized on managing overall risks as a Group wide in order to ensure appropriateness and effectiveness of the enterprise wide risk management. While each related business and department unit is required to sufficiently understand and effectively manage its risks incurred under the centralized framework and risk management policy of the Group, risk management
156 KIATNAKIN BANK
Annual Report 2011
department also plays important roles to control and review each business unit to ensure the sufficient risk management and control system. Significant financial assets carried on the statement of financial position include cash, interbank and money market items, investments in securities, investments in receivables and loans. Significant financial liabilities carried on the statement of financial position include deposits, interbank and money market items, and borrowings. Risks relating to significant financial instruments held by the Bank are summarized below:
5.1 Credit risk
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in a financial loss to the Bank. The Bank has adopted the policy of dealing with counterparties and obtaining sufficient collateral or other security where appropriate, as a mean of mitigating the risk of financial losses from defaults. In the case of recognized financial assets, the carrying amount of the assets recorded in the statement of financial position, net of a portion of allowance for doubtful accounts (see Note 7.9), represents the Bank’s maximum exposure to credit risk. The Bank considers that there is no significant concentration of credit risk due to a large number of customers and counterparties in different industries. Credit risk also arises from the possibility that the counterparty to off-statement of financial position financial instruments will not adhere to the terms of the contract with the Bank when settlement becomes due. The Bank’s exposure to credit loss in the event of non-performance by the other party to the offstatement of financial position financial instruments for commitments to extend credit, standby letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-financial statement financial instruments. For interest rate swap and forward foreign exchange contracts, the contract or notional amount does not represent exposure to credit loss. The Bank controls the credit risk of its financial instruments through prudent credit approvals, limits, and strict monitoring procedures. The group has policies in place to ensure that loans are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The group has policies that limit the duration of credit exposure to any client or financial institution.
157
Concentration of credit risk relative to the Bank’s loans summarized by type of industry are as follows:
Agriculture and mining Manufacturing and commerce Real estate and constructions Public utilities and services Housing loans Hire-purchase - automobile Leasing loans Others Total loans and receivables
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
22,056 4,034,858 23,263,128 1,081,574 1,538,483 100,810,164 574,317 4,424,193 135,748,773
22,056 4,034,858 23,263,128 1,081,574 1,538,483 100,810,164 574,317 3,977,944 135,302,524
752 2,916,701 20,607,465 942,524 1,653,395 77,019,719 325,297 3,847,008 107,312,861
752 2,916,701 20,607,465 942,524 1,653,395 77,019,719 325,297 3,506,902 106,972,755
5.2 Interest rate risk and liquidity risk
The matching of the long-term source of funds and investment or long-term loans is the fundamental policy of the Bank’s liquidity risk management policy. In addition, the management over liabilities with the proper maturity and low funding cost is also the Bank’s fundamental policy. It is unusual for the Bank to completely match theses criterion since business transacted is often of uncertain term and of different types. The Bank has a committee to oversee interest rate risk and liquidity risk by having weekly meeting to balance the two risks to be at an acceptable cost. 5.2.1 Interest rate risk Most of the Bank’s assets and liabilities are subject to fluctuations in interest rates in the market. Interests on loans and receivables are mainly based on fixed rate. Certain loans and receivables are based on floating rates, linked to, for examples, Minimum Lending Rate (MLR) plus or Minimum Overdraft Rate (MOR) plus. Loans and receivables summarized under fixed and floating interest rate classifications are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Loans and receivables with fixed interest rate Loans and receivables with floating interest rate Total loans and receivables
158 KIATNAKIN BANK
Annual Report 2011
110,593,157 25,155,616 135,748,773
85,912,001 21,400,860 107,312,861
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 110,593,157 24,709,367 135,302,524
85,912,001 21,060,754 106,972,755
The Bank and its subsidiaries have summarized financial assets and liabilities classified on maturity of interest repricing period as at December 31, 2011 and 2010 are as follows: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 3-12 1-5 years Over NonNonmonths 5 years performing interest loans bearing
0-3 months Financial assets Interbank and money market items, net Investments in securities, net Investments in receivables, net Investments in properties, net Securities and derivative business receivables Receivables from clearing house Loans Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Securities and derivative business payables
14,323,268 19,118,462 70,604 -
784,583 1,265,674 4,597,186 717,455 4,503,671 -
Total
- 1,757,814 16,081,082 - 987,445 26,753,350 - 5,291,730 77,518 77,518
30,862,422 22,053,575 73,729,251 4,361,252 4,742,273
279,192 279,192 33,168 33,168 - 135,748,773
32,122,763 25,802,273 10,584,735
-
-
529,810 69,039,581
2,522,854 1,169,400 1,511,000 38,583,260 40,081,268 4,348,293 3,000,000
-
17,128 5,220,382 231,839 231,839 - 86,012,821
-
170,996
-
-
-
-
170,996
159
Unit : Baht’000
0-3 months
CONSOLIDATED FINANCIAL STATEMENTS 2010 3-12 1-5 years Over NonNonmonths 5 years performing interest loans bearing
Total
Financial assets Interbank and money market items, net 6,669,459 - 1,242,687 7,912,146 Investments in securities, net 1,618,707 243,418 3,605,140 5,846,807 - 978,484 12,292,556 Investments in receivables, net 105,992 56,597 6,248,856 287,164 1,193 6,699,802 Investments in properties, net 78,070 78,070 Securities and derivative business receivables - 413,556 413,556 Receivables from clearing house - 140,780 140,780 Loans 26,307,829 17,247,662 55,890,918 2,892,122 4,974,330 - 107,312,861 Financial liabilities Deposits 29,556,822 27,428,037 18,898,860 47,550 75,931,269 Interbank and money market items, net 1,378,800 352,000 1,470,000 1,142 3,201,942 Liabilities payables on demand - 282,604 282,604 Debt issued and borrowings 9,883,499 13,982,576 11,441,777 - 35,307,852 Payables to clearing house 16,135 16,135 Securities and derivative business payables - 475,853 475,853
160 KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000
0-3 months Financial assets Interbank and money market items, net Investments in securities, net Investments in receivables, net Loans Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings
THE BANK’S FINANCIAL STATEMENTS 2011 3-12 1-5 years Over NonNonmonths 5 years performing interest loans bearing
13,808,410 - 1,757,814 15,566,224 19,118,462 784,583 1,265,674 4,597,186 - 594,194 26,360,099 23 696,634 1,044,951 - 1,741,608 30,422,951 22,053,575 73,729,251 4,361,252 4,735,495 - 135,302,524 32,597,262 25,819,077 10,584,735
-
-
529,810 69,530,884
2,551,344 1,169,400 1,511,000 42,183,260 40,081,268 4,348,293 3,000,000
-
17,128 5,248,872 231,839 231,839 - 89,612,821
Unit : Baht’000
0-3 months Financial assets Interbank and money market items, net Investments in securities, net Investments in receivables, net Loans Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings
Total
THE BANK’S FINANCIAL STATEMENTS 2010 3-12 1-5 years Over NonNonmonths 5 years performing interest loans bearing
Total
6,413,307 - 1,082,912 7,496,219 1,368,727 243,418 3,605,140 5,846,807 - 653,572 11,717,664 446 934 2,331,572 194,431 1,193 2,528,576 25,974,090 17,247,662 55,890,918 2,892,122 4,967,963 - 106,972,755 29,557,942 27,428,037 18,898,860
-
-
47,550 75,932,389
1,494,838 352,000 1,470,000 12,443,499 13,982,576 11,441,777
-
-
9,388 3,326,226 282,604 282,604 - 37,867,852
161
The average balances of significant performing financial assets and financial liabilities, including the average interest and dividend income are summarized as follows: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2011 Average Interest and Average outstanding dividend Rate balances income %
Significant performing financial assets Interbank and money market items, net Investments in securities Investments in receivables Loans Significant financial liabilities Deposits and interbank and money market items, net Debt issued and borrowings
Significant financial liabilities Deposits and interbank and money market items, net Debt issued and borrowings
KIATNAKIN BANK
716,762 398,165 740,478 9,440,980 11,296,385
4.22 2.00 13.44 7.51 6.72
75,136,971 71,538,931 146,675,902
2,251,066 2,275,614 4,526,680
3.00 3.18 3.09
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2010 Average Interest and Average outstanding dividend Rate balances income %
Significant performing financial assets Interbank and money market items, net Investments in securities Investments in receivables Loans
162
16,970,900 19,902,387 5,509,293 125,728,633 168,111,213
Annual Report 2011
7,821,844 13,248,655 6,984,433 97,913,791 125,968,723
91,688 470,913 669,856 7,534,797 8,767,254
1.17 3.55 9.59 7.70 6.96
74,740,959 33,649,441 108,390,400
1,806,101 830,496 2,636,597
2.42 2.47 2.43
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS For the year ended December 31, 2011 Average Interest and Average outstanding dividend Rate balances income % Significant performing financial assets Interbank and money market items, net Investments in securities Investments in receivables Loans Significant financial liabilities Deposits and interbank and money market items, net Debt issued and borrowings
23,263,569 12,939,136 2,827,820 122,682,073 161,712,598
717,850 397,179 227,777 9,417,140 10,759,946
3.09 3.07 8.05 7.68 6.65
76,205,301 71,429,919 147,635,220
2,257,718 2,374,301 4,632,019
2.96 3.32 3.14
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS For the year ended December 31, 2010 Average Interest and Average outstanding dividend Rate balances income % Significant performing financial assets Interbank and money market items, net Investments in securities Investments in receivables Loans Significant financial liabilities Deposits and interbank and money market items, net Debt issued and borrowings
7,348,953 23,175,850 2,884,455 95,575,876 128,985,134
89,101 470,913 364,307 7,526,220 8,450,541
1.21 2.03 12.63 7.87 6.55
74,516,977 36,233,486 110,750,463
1,808,017 877,933 2,685,950
2.43 2.42 2.43
5.2.2 Liquidity risk Liquidity risk means risk resulting from failure to pay its debts and obligations when due because of its inability to convert assets into cash, or its failure to procure enough fund, or, if it can, that the fund comes with an exceptionally high cost that may affect incomes and capital fund now and in the future.
163
The Bank maintains excess liquidity cushion at a level commensurated with the economic situation. The Bank seeks to ensure that there is adequate cash for its business and its subsidiaries’ business operations. Liquidity management utilizes qualitative and quantitative approaches to ensure appropriate risk diversification. The structure and behavior of customers’ deposits/ withdrawals and competitive situation are considered in order to ensure efficient alignment with the cash flow demand for each time period and at an appropriate cost level. The Bank uses tools to manage liquidity risk such as the liquidity gap analysis including behavioural adjustment, and liquidity ratio analysis. This task is done in addition to the requirement to maintain liquid assets according to the Bank of Thailand’s requirements. In addition, the Bank establishes liquidity cushion and adjusts the strategies to deal with the Deposit Insurance Act in order to buttress liquidity management tools and customer savings alternatives by the continuous issuance of bills of exchange and debentures within the limits approved by the Bank’s Board of Directors. Significant assets and liabilities of the Bank analyzed by relevant maturity groupings are as follows: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 On demand Within 1 year 1 - 5 years Over 5 years
Total
Financial assets Cash Interbank and money market items, net Investments in securities, net Investments in receivables, net Investments in properties, net Securities and derivative business receivables Receivables from clearing house Hire-purchase receivables Leasing receivables Loans and receivables Total financial assets
381,614 164,376 1,821,813 2,367,803
15,916,706 20,672,679 38,021 279,192 33,168 27,954 60,968 2,626,538 39,655,226
6,080,671 5,196,995 77,518 38,018,099 513,349 17,222,275 67,108,907
381,614 - 16,081,082 - 26,753,350 56,714 5,291,730 77,518 279,192 33,168 62,764,111 100,810,164 574,317 12,693,666 34,364,292 75,514,491 184,646,427
Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Securities and derivative business payables Total financial liabilities
11,951,044 2,011,507 231,839 21,430,950 35,625,340
35,237,708 1,368,975 54,525,531 170,996 91,303,210
21,850,829 1,839,900 10,056,340 33,747,069
- 69,039,581 5,220,382 231,839 - 86,012,821 170,996 - 160,675,619
164 KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2010 On demand Within 1 year 1 - 5 years Over 5 years
Total
Financial assets Cash Interbank and money market items, net Investments in securities, net Investments in receivables, net Investments in properties, net Securities and derivative business receivables Receivables from clearing house Hire-purchase receivables Leasing receivables Loans and receivables Total financial assets
282,132 3,010,086 37,160 3,329,378
4,902,060 2,821,051 2,682,133 413,556 140,780 31,140 852,303 11,843,023
9,471,505 3,917,666 78,070 31,675,254 318,728 7,461,983 52,923,206
282,132 7,912,146 - 12,292,556 100,003 6,699,802 78,070 413,556 140,780 45,313,324 77,019,718 6,569 325,297 21,616,400 29,967,846 67,036,296 135,131,903
Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Securities and derivative business payables Total financial liabilities
4,807,359 2,530 282,604 353 5,092,846
29,515,302 1,665,912 12,728,691 16,135 475,853 44,401,893
41,608,608 1,533,500 22,578,808 65,720,916
- 75,931,269 3,201,942 282,604 - 35,307,852 16,135 475,853 - 115,215,655
165
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 On demand Within 1 year 1 - 5 years Over 5 years
Total
Financial assets Cash Interbank and money market items, net Investments in securities, net Investments in receivables, net Hire-purchase receivables Leasing receivables Loans and receivables Total financial assets
380,384 638,875 1,821,813 2,841,072
14,927,349 20,279,428 27,954 60,968 2,187,067 37,482,766
6,080,671 1,741,608 38,018,099 513,349 17,215,497 63,569,224
380,384 - 15,566,224 - 26,360,099 1,741,608 62,764,111 100,810,164 574,317 12,693,666 33,918,043 75,457,777 179,350,839
Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Total financial liabilities
12,425,543 2,011,507 231,839 21,430,950 36,099,839
35,254,512 1,397,465 58,125,531 94,777,508
21,850,829 1,839,900 10,056,340 33,747,069
- 69,530,884 5,248,872 231,839 - 89,612,821 - 164,624,416 Unit : Baht’000
THE BANK’S FINANCIAL STATEMENTS 2010 On demand Within 1 year 1 - 5 years Over 5 years
Total
Financial assets Cash Interbank and money market items, net Investments in securities, net Investments in receivables, net Hire-purchase receivables Leasing receivables Loans and receivables Total financial assets
280,882 2,594,159 37,160 2,912,201
4,902,060 2,254,444 31,140 518,590 7,706,234
9,463,220 2,528,576 31,675,254 318,728 7,455,589 51,441,367
280,882 7,496,219 - 11,717,664 2,528,576 45,313,324 77,019,718 6,569 325,297 21,616,401 29,627,740 66,936,294 128,996,096
Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Total financial liabilities
4,808,479 10,776 282,604 353 5,102,212
29,515,302 1,781,950 15,288,691 46,585,943
41,608,608 1,533,500 22,578,808 65,720,916
- 75,932,389 3,326,226 282,604 - 37,867,852 - 117,409,071
166 KIATNAKIN BANK
Annual Report 2011
5.3 Foreign exchange rate risk
Foreign exchange risk refers to the loss affecting income and/or equity from exchange rate fluctuations that affect foreign currency transactions and foreign currency assets and liabilities. The foreign exchange risk of the Bank is low since few related foreign exchange transactions are exposed causing direct impact of the transactions to be insignificant.
5.4 Equity price risk
Equity price risk refers to the loss affecting income and/or equity from a movement in equity price. The Bank assess the potential of securities issuer companies and has a policy to buy/sell equity securities mainly for medium-term and long-term investments. In managing equity position risk which is held, according to initial intention, as long-term, the Bank monitors and reports the equity price risk and ensures that the level of capital fund is appropriate and sufficient to absorb losses arising from movement in equity prices.
5.5 Fair value
The fair value of financial instruments has been estimated by the Bank using available market information and appropriate valuation methodologies for each type of financial instruments. A summary of carrying amounts and fair value of financial instruments as at December 31, 2011 and 2010 are as follows:
167
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Carrying amount Fair value Carrying amount Fair value Financial assets Cash Interbank and money market items, net Investments in securities, net Investments in receivables, net Investments in properties, net Loans and accrued interest receivables, net Securities and derivative business receivables Receivables from clearing house Total
381,614 16,081,082 26,753,350 5,291,730 77,518 131,426,966 279,192 33,168 180,324,620
381,614 16,081,082 26,820,697 5,291,730 77,518 131,426,966 279,192 33,168 180,391,967
282,132 7,912,146 12,292,556 6,699,802 78,070 103,664,147 413,556 140,780 131,483,189
282,132 7,912,146 12,342,657 6,699,802 78,070 103,664,147 413,556 140,780 131,533,290
Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Payables to clearing house Securities and derivative business payables Accrued interest payables Total
69,039,581 5,220,382 231,839 86,012,821 90,294 170,996 872,048 161,637,961
69,039,581 5,220,382 231,839 86,065,361 90,294 170,996 872,048 161,690,501
75,931,269 3,201,942 282,604 35,307,852 16,135 475,853 453,762 115,669,417
75,931,269 3,201,942 282,604 35,327,903 16,135 475,853 453,762 115,689,468
168 KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 Carrying amount Fair value Carrying amount Fair value Financial assets Cash Interbank and money market items, net Investments in securities, net Investments in receivables, net Loans and accrued interest receivables, net Total
380,384 15,566,224 26,360,099 1,741,608 130,985,145 175,033,460
380,384 15,566,224 26,425,946 1,741,608 130,985,145 175,099,307
280,882 7,496,219 11,717,664 2,528,576 103,329,131 125,352,472
280,882 7,496,219 11,765,375 2,528,576 103,329,131 125,400,183
Financial liabilities Deposits Interbank and money market items, net Liabilities payables on demand Debt issued and borrowings Accrued interest payables Total
69,530,884 5,248,872 231,839 89,612,821 892,917 165,517,333
69,530,884 5,248,872 231,839 89,665,489 892,917 165,570,001
75,932,389 3,326,226 282,604 37,867,852 460,908 117,869,979
75,932,389 3,326,226 282,604 37,887,947 460,908 117,890,074
The following methods and assumptions are used in estimating fair value of financial instruments as disclosed herein: Cash and interbank and money market items (assets): The carrying amounts of cash and interbank and money market items (assets) presented in the statement of financial position approximate fair values. Investments, net: The determination of fair value for investments, net, is as disclosed in note 4.2 to the financial statements except for non-listed equity securities which are presented at net book value and listed equity securities acquired from troubled debt restructurings and having an obligation to hold such securities according to debt restructuring agreements which are presented at cost. Investments in receivables, net: The carrying amount of investments in receivables presented in the statement of financial position approximates fair value.
169
Loans to customers and accrued interest receivables, net: Loans to customers and accrued interest receivables include non-performing loans. Interest on the majority of non-performing loans are fixed rate. The fair value is the outstanding balance of loans to customers and accrued interest receivables less allowance for doubtful accounts. Deposits: The carrying amount of deposits presented in the statement of financial position approximates fair value. Interbank and money market items (Liabilities): The carrying amount of interbank and money market items (liabilities) presented in the statement of financial position approximates fair value. Liabilities payable on demand: The carrying amount of liabilities payable on demand presented in the statement of financial position approximates fair value. Debt issued and borrowings: The fair values of debts issued and borrowings is based on the market values or amortized cost. Payables to clearing house: The carrying amount of payable to clearing house presented in the statement of financial position approximates fair value. Securities and derivative business payables: The carrying amount of securities and derivative business payables presented in the statement of financial position approximates fair value. Accrued interest payables: The carrying amount of accrued interest payable presented in the statement of financial position approximates fair value.
5.6 Derivatives
The Bank has set up objectives and policies to manage the foreign exchange risk and interest rate risk from the volatility of foreign exchange rates and interest rates by using the derivatives for serving the client’s need and the Bank’s assets and liabilities management purpose. The Bank controls the counterparty risks by setting-up the credit limit based on the normal lending procedures. The notional amount and the fair value of derivatives as at December 31, 2011 and 2010 are as follows:
170
KIATNAKIN BANK
Annual Report 2011
Interest rate swap contracts Cross currency swap contracts
Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 Notional amount Net fair value of Less than Over Over Total derivatives 1 year 1- 5 years 5 years 14,005.00 2,000.00 16,005.00 (46.20) 299.79 1,387.97 390.88 2,078.64 (27.06) Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2010 Notional amount Net fair value of Less than Over Over Total derivatives 1 year 1- 5 years 5 years
Forward contracts Interest rate swap contracts Cross currency swap contracts
10.40 -
2,000.00 2,265.79
798.52
10.40 2,000.00 3,064.31
0.01 (8.28) 298.18
5.7 Capital fund
According to the Financial Institutions Business Act B.E. 2551 and the related Bank of Thailand’s Notification, the Bank has to maintain capital funds in proportion to assets and contingent liabilities at not less than 8.5% on the condition that the Tier 1 capital funds shall not be less than 4.25% of such assets and contingent liabilities and the maximum amount of the Tier 2 capital funds must not exceed the Tier 1 capital funds. Capital funds as at December 31, 2011 and 2010 are as follows: Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010
Tier 1 capital Issued and paid-up capital Share premium Legal reserve General reserve Retained earnings after appropriation Total tier 1 capital Tier 2 capital Allowance for normal classification loans Gain on revaluation of available-for-sale equity securities Total tier 2 capital Total capital fund
6,343,289 3,715,267 722,846 380 10,498,780 21,280,562
5,658,258 3,062,445 722,846 380 8,607,086 18,051,015
978,903 25,138 1,004,041 22,284,603
738,832 39,503 778,335 18,829,350
171
As at December 31, 2011 and 2010, capital adequacy ratios maintained by the Bank in accordance with the notification of the BOT are as follows:
Tier 1 capital to risk weighted assets Capital funds to risk weighted assets
THE BANK’S FINANCIAL STATEMENTS 2011 2010 Bank ratio Minimum Bank ratio Minimum required required by BOT by BOT 14.70% 4.25% 14.55% 4.25% 15.40% 8.50% 15.18% 8.50%
Disclosure of Capital Maintenance information under the Notification of the Bank of Thailand Re : Public Disclosure of Capital Maintenance for Commercial Banks Location of disclosure : www.kiatnakin.co.th Date of disclosure : Within April 2012 Information Date : December 31, 2011
6. ESTIMATES AND ASSUMPTIONS
Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions in certain circumstances, affecting reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from these estimates. The significant areas requiring management to make judgments and estimates that affect reported amounts and disclosures are as follows:
6.1 Allowance for doubtful accounts
6.1.1 Loans The Bank classifies its loan portfolios into categories and sets allowance for doubtful accounts for loans in accordance with the Bank of Thailand’s Notification dated August 3, 2008 and with the managements, estimation over the allowance for doubtful accounts from the outstanding balance of loans at the year-end date. The period of time that a loan is past due and the ability to repay the debt are the principal criteria utilized in classifying a loan. The collateral value (appraised by an independent valuer or internal valuer every 3 years) used in calculating the required allowance for doubtful accounts is based on the type of collateral according to the Bank of Thailand’s guideline. The Bank sets loans reserve at the rate 100% of the difference between the carrying amount and net present value of estimated future cash flows from sales of collateral except for the normal and special mentioned debts where reserve is set at the rates of 1% and 2% per annum, respectively.
172 KIATNAKIN BANK
Annual Report 2011
6.1.2 Hire-purchase receivables The Bank provides allowance for doubtful accounts on hire-purchase loans by using the Collective Approach method which considers historical loss suffered and is calculated using the probability of default and the percentage of loss given default. In addition, the Bank adjusted historical loss experienced with the significant factor related to the ability to repay loan in the future such as the increase of loss on sales of foreclosed assets. In addition, the Bank considers the additional allowance for doubtful accounts for hirepurchase receivables by considering the difference between outstanding receivables and present value of estimated cash flow from sales of collateral under the Bank of Thailand’s collateral guideline and in order to comply with the Bank of Thailand’s Notification dated August 3, 2008. The Bank provides the allowance for doubtful accounts for hire-purchase receivables at the rate of 100% of the difference between the carrying amount and net present value of estimated future cash flow from sales of collaterals. Discount rate and holding periods used is in compliance with the Bank of Thailand’s guideline. For the normal and special mentioned debts, the Bank provided the allowance for doubtful accounts at the rate of 1% and 2%, respectively. 6.1.3 Securities business receivables The Bank’s subsidiary operating as a security company has provided for an allowance for doubtful accounts on securities and derivatives business receivables based on management’s review and assessment of the status of individual debtor as well as requirements stated in the Office of the Securities and Exchange Commission’s Notifications Nos. Kor Thor. 33/2543 and Kor Thor. 5/ 2544 dated August 25, 2000 and February 15, 2001, respectively. Such assessment takes into consideration various factors including the risks involved and the value of collateral. Allowance is made for the estimated losses that might be incurred where the debts are not fully secured and/or there exists a possibility that principal and interest cannot be recovered in full. As such debtors’ classifications and provisions are as follows: a) Assets classified as loss are: 1) Loan balances which the subsidiary has already made every effort to collect, but remains unpaid and which the subsidiary has already written off in accordance with the tax law. 2) Loan balances which the subsidiary has written off outstanding balances. b) Doubtful debt is defined as the uncollateralized portion of outstanding debt balance which meets the following criteria:
173
1) General loans, troubled financial institution loans, and other loans for which the collateral value is less than outstanding loan balances. 2) Installment loans with repayments frequency of less than 3 months and for which principal or interest is overdue for more than 3 months. 3) Installment loans with repayments scheduled no less frequently than every 3 months unless there is clear evidence and a high degree of certainty that full repayment will be received. c) Substandard debt is defined as the collateralized portion of loans which meet the criteria in b). Loans classified as bad debt will be written off when identified. Provision will be set aside for loans classified as doubtful at not less than 100% of the doubtful debt balance. The increase or decrease in allowance for doubtful accounts is recorded as expense or decrease in expense during the accounting period.
6.2 Valuation of investments in receivables
Fair value of investments in receivables is determined by the net present value of estimated future cash flows from selling of collateral, appraised by an external independent valuer or internal valuer according to the Bank of Thailand’s guideline, discounted by interest rate at 7% per annum with the expected selling period of 4-5 years but not exceeding the balance in the original contract. The values assigned to the investment portfolio are based upon available information and assumptions which do not necessarily represent amounts which might ultimately be realized because of the uncertainty of economic’s circumstance which is the significant factor to determine the fair value. The subsidiaries, which are mutual funds, which invest in the investments in receivables measured the fair values of the investments in restructured commercial loans based upon net present value of estimated future cash flows (interest rate as identified in restructuring agreements). Fair value of the investments in non-restructured commercial loans is based upon the net present value of estimated future cash flows from selling of collateral, appraised by an external independent valuer or internal valuer according to the Bank of Thailand’s guideline, discounted by interest rate at 7% per annum with the expected selling period of 4-5 years but not exceeding the balance in the original contract. For Bangkok Capital Fund and Gamma Capital Fund, fair value of investments in receivables is calculated based upon the net present value of estimated future cash flows from selling of collateral, appraised by an external independent valuer or internal valuer according to the Bank of Thailand’s guideline, discounted by interest rate with the expected selling period of 2.4-8.4 years but not exceeding the balance in the original contract.
174
KIATNAKIN BANK
Annual Report 2011
6.3 Valuation of investments in properties
Fair value is calculated from the appraisal value, appraised by an external independent valuer or internal valuer according to the Bank of Thailand guideline and discounted by the risk premium according to the holding period. The values assigned to the investments portfolio are based upon available information and assumptions which do not necessarily represent amounts which might ultimately be realized because of the uncertainty of economic’s circumstance which is the significant factor to determine the fair value.
6.4 Valuation of properties foreclosed
Fair value of immovable assets are calculated from the appraisal value, appraised by an external independent valuer or internal valuer of the Bank every year and less estimated selling expenses and discounted by the risk premium according to the holding period. The Bank provided allowance for impairment of repossessed vehicles at 100% of their valuation. For Bangkok Capital Fund and Gamma Capital Fund, fair value is calculated from appraisal value, appraised by an external independent valuer or internal valuer of the Bank every year less estimated selling expenses and discounted by rate of refund which is expected to be sold in within 2.4 years.
7. ADDITIONAL INFORMATION
7.1 Supplementary disclosures of cash flow information
Non-cash transactions related to other comprehensive income for the years ended December 31, are as follows:
Transfer of assets for loan settlement Transfer of investments in receivables to loans Increase (decrease) in fair value reserves on investments in receivables Increase (decrease) in fair value reserves on available-for-sale securities
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 1,797 3,078 560 455
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010 1,468 2,535 560 455
(72)
(88)
(12)
33
(18)
405
(23)
396
175
7.2 Interbank and money market items, net (assets)
Interbank and money market items, net - domestic items (assets) as at December 31, 2011 and 2010 are as follows: Unit : Baht’000
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Term Total On demand Term
Total
1,300,445 1,347,545
8,700,000 3,300,000
10,000,445 4,647,545
673,603 2,338,033
4,900,000
673,603 7,238,033
450,000 3,097,990
1,000,000 13,000,000
1,000,000 450,000 16,097,990
3,011,636
4,900,000
7,911,636
-
942
942
-
2,060
2,060
(7,850) 3,090,140
(10,000) 12,990,942
(17,850) 16,081,082
(1,550) 3,010,086
4,902,060
(1,550) 7,912,146
On demand The Bank of Thailand and FIDF Commercial Banks Special purpose financial institutions Other financial institutions Total Add Accrued interest Receivables Less Allowance for doubtful accounts Total
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS On demand The Bank of Thailand and FIDF Commercial Banks Special purpose financial institutions Other financial institutions Total Add Accrued interest Receivables Less Allowance for doubtful accounts Total
176
KIATNAKIN BANK
2011 Term
Total
On demand
2010 Term
Total
1,300,445 697,687 -
8,700,000 3,300,000 1,000,000
10,000,445 3,997,687 1,000,000
673,603 1,767,106 -
4,900,000 -
673,603 6,667,106 -
585,000 2,583,132 -
13,000,000 942
585,000 15,583,132 942
155,000 2,595,709 -
4,900,000 2,060
155,000 7,495,709 2,060
(7,850)
(10,000)
(17,850)
(1,550)
-
(1,550)
2,575,282
12,990,942
15,566,224
2,594,159
4,902,060
7,496,219
Annual Report 2011
7.3 Derivatives for hedging
Derivatives for hedging as at December 31, 2011 and 2010 are as follows:
Type Risk Exchange Rate Total
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 2010 Fair Value Fair Value Notional Notional Amount Amount Liabilities Liabilities Assets Assets 701 2,078,644 278,853 42 3,074,710 701 2,078,644 278,853 42 3,074,710
7.4 Investments in securities, net 7.4.1 Classification of investments in securities As at December 31, 2011 and 2010, the Bank and subsidiaries classify their investments in securities as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Fair value Fair value Trading securities Domestic marketable equity securities Total
302,505 302,505
299,451 299,451
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Fair value Fair value Available-for-sale securities Government and state enterprise securities Foreign debt securities Domestic marketable equity securities Total
23,744,224 2,096,322 589,045 26,429,591
8,384,354 2,929,718 642,695 11,956,767
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Fair value Fair value General investment Domestic non-marketable equity securities Less Allowance for impairment Total Total investments in securities, net
47,016 (25,762) 21,254 26,753,350
63,639 (27,301) 36,338 12,292,556
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 Fair value Fair value -
-
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 Fair value Fair value 23,670,929 2,096,322 579,869 26,347,120
8,134,374 2,929,718 642,299 11,706,391
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 Fair value Fair value 13,756 (777) 12,979 26,360,099
12,053 (780) 11,273 11,717,664
177
7.4.2 Investments in companies with holdings of 10% and upwards As at December 31, 2011 and 2010, investments in companies other than subsidiaries, of which the Bank and subsidiaries hold 10% and upwards of the paid-up capital in each company, classified by industry are as follows: CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 Investment Principal activities Holding amount At cost (%) Baht
Other companies BTMU Leasing Co., Ltd. Attakorn Co., Ltd. CMIC Development Co., Ltd.* Fund (which is not a legal juristic entity) Ayudhya Tuntawee Fund 5** KK FIXIN6M4/11**
Leasing Hire-purchase Real estate Investing in debt and equity securities Investing in debt
3,085,200 1
10.00 10.00 80.58
50,000,000 45,000,000
38.81 32.37
CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2010 Investment Principal activities Holding amount At cost (%) Baht
Other companies BTMU Leasing Co., Ltd. Attakorn Co., Ltd. CMIC Development Co., Ltd.* Fund (which is not a legal juristic entity) Ayudhya Tuntawee Fund 5**
Leasing Hire-purchase Real estate Investing in debt and equity securities
3,085,200 1
10.00 10.00 80.58
50,000,000
46.49
* The consolidated financial statements for the year ended December 31, 2011 do not include the financial statements of CMIC Development Co., Ltd. which the Bank holds 80.58% of common shares since the shares were received from conversion of debts to equity according to the debt restructuring agreement and the Bank has intend to hold these investments temporarily and has no control. In the unaudited financial statements as at December 31, 2011 of CMIC Development Co., Ltd., total assets show amounted to Baht 1,323.34 million (December 31, 2010: Baht 1,446.88 million), total liabilities show amounted to Baht 908.30 million (December 31, 2010: Baht 1,237.70 million) and equity show amounted to Baht 415.04 million (December 31, 2010: Baht 209.08 million). ** The Bank has no control over operations therefore the Bank did not include the financial statements of this fund in the consolidated financial statements.
178
KIATNAKIN BANK
Annual Report 2011
179
Ordinary shareholder Fund Management Ordinary shareholder Law office Ordinary shareholder Investments* Unit trust Investments* Unit trust Investments* Unit trust Investments* Unit trust Investments** Unit trust Investments*** Unit trust Investments* Unit trust Investments* Unit trust
Securities
Securities investment type
* Investments in commercial loans auctioned from Financial Restructuring Authority (FRA). ** Investments in receivables, which have properties as collateral or properties *** Investments in receivables or properties **** Dividend received for the year ended December 31, 2011
Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Asia Recovery Property Fund 1 Asia Recovery Property Fund 3 Bangkok Capital Fund Gamma Capital Fund
Erawan Law Office Co., Ltd.
Kiatnakin Fund Management Co., Ltd.
Kiatnakin Securities Co., Ltd.
Business type
314,187 1,522,198 1,063,415 705,703 43,817 933,405 369,685 324,882
1,000
300,000
650,000
Paid-up capital/ outstanding capital
324,381 1,594,998 1,122,521 698,421 45,932 941,000 1,936,238 1,466,749 9,015,239
999
234,000
650,000
Cost
(22,584) (255,035) (3,580) (281,199)
-
-
-
Cost method Impairment
2011
301,797 1,339,963 1,122,521 698,421 42,352 941,000 1,936,238 1,466,749 8,734,040
999
234,000
650,000
Net cost
Unit : Baht’000
99.95 99.59 99.97 98.91 99.50 98.77 95.72 94.03
99.93
60.00
-
-
-
Dividend received from subsidiaries **** 99.99 -
Holding (%)
THE BANK’S FINANCIAL STATEMENTS
As at December 31, 2011 and 2010, the Bank has investments in subsidiaries as follows:
7.5 Investments in subsidiaries, net
180 KIATNAKIN BANK
Annual Report 2011 Law office Investments* Investments* Investments* Investments* Investments** Investments*** Investments* Investments*
Erawan Law Office Co., Ltd.
Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Asia Recovery Property Fund 1 Asia Recovery Property Fund 3 Bangkok Capital Fund Gamma Capital Fund
Ordinary shareholder Ordinary shareholder Unit trust Unit trust Unit trust Unit trust Unit trust Unit trust Unit trust Unit trust
Securities investment type
* Investments in commercial loans auctioned from Financial Restructuring Authority (FRA). ** Investments in receivables, which have properties as collateral or properties *** Investments in receivables or properties **** Dividend received for the year ended December 31, 2010
Securities
Kiatnakin Securities Co., Ltd.
Business type
356,332 1,613,001 1,412,543 738,547 43,817 933,405 389,891 341,596
1,000
650,000
Paid-up capital/ outstanding capital
367,893 1,690,143 1,491,053 730,926 45,932 941,000 2,042,065 1,542,209 9,502,220
999
650,000
Cost
(39,770) (300,778) (1,763) (342,311)
-
-
Cost method Impairment
2010
328,123 1,389,365 1,491,053 730,926 44,169 941,000 2,042,065 1,542,209 9,159,909
999
650,000
Net cost
99.95 99.59 99.97 98.91 99.50 98.77 95.72 94.03
99.93
153,801 577,460 248,012 1,181,632 2,160,905
-
Dividend received from subsidiaries **** 99.99 -
Holding (%)
THE BANK’S FINANCIAL STATEMENTS
Unit : Baht’000
7.5.1 Acquisition of units in mutual funds On March 23, 2010 (closing date), the Bank acquired investments units of Bangkok Capital Fund and Gamma Capital Fund. The total investments value under the Units Sale and Purchase Agreements was Baht 4,210.88 million and the Bank paid Baht 3,769.79 million to the seller and deposited amounting to Baht 441.09 million in the Escrow Account in order to be adjustable to the net assets value of Gamma Capital Fund and Bangkok Capital Fund. According to such sale and purchase agreement, the Bank obliged to pay 5 percent of purchase price or Baht 220.54 million after 30 days from the closing date and another 5 percent of purchase price or Baht 220.54 million after 90 days from the closing date by transferring from Escrow Account to the seller’s account. On April 23, 2010, which was the due date of 30 days after closing date, the Bank transferred Baht 186.37 million from the Escrow Account to the seller’s account. In addition, on June 29, 2010, which was the due date of 90 days after the closing date, the Bank adjusted the valuation of net assets of such funds. This results in the payment by the Bank of Baht 207.63 million by transferring from the Escrow Account to the seller’s account and also received payment from the Escrow Account of Baht 47.08 million then the Escrow Account was closed. On May 13, 2010, the Bank sold 180,587 units of Bangkok Capital Fund and 206,142 units of Gamma Capital Fund to non-related party totally Baht 20 million while cost was Baht 19.78 million so net purchase was Baht 4,144.01 million and the percentage of the Bank holding those funds were 95.72% and 94.03%, respectively. As at March 22, 2010, book value and fair value of identifiable assets and liabilities of subsidiaries of each item are as follows: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS Book value and Fair value Bangkok Capital Gamma Capital Total Fund Fund Assets Deposits at financial institutions Investments in securities, net Investments in receivables, net Properties foreclosed, net Others Liabilities Net assets Cash payment for share purchase The excess of the interest in the fair values of net assets acquired over the cost of acquisition
37,749 1,886,961 669,200 13,829 2,607,739 19,005 2,588,734
43,621 613 947,944 593,338 10,718 1,596,234 17,544 1,578,690
81,370 613 2,834,905 1,262,538 24,547 4,203,973 36,549 4,167,424 4,144,023 23,401
181
The Bank recognizes the excess of the interest in the fair value of the net assets acquired over the cost of acquisition as at the date of acquisition as other income recorded in the consolidated financial statements (see Note 7.42). 7.5.2 Acquisition of investment in Kiatnakin Fund Management Co., Ltd. On June 15, 2011, the Bank entered into the Share Purchase Agreement in order to acquire shares of Siam City Asset Management Co., Ltd. (“SCI-Asset”) at 60% of total issued and paid-up shares of SCI-Asset in the amount of Baht 234 million from the Government Pension Fund (“GPF”), as approved by the Board of Directors’ Meeting No. 5/2011 on April 25, 2011. On July 12, 2011, the Bank and GPF had successfully completed the transaction with cash settlement and share transfer. Therefore, the Bank and GPF hold 60% and 40% of total issued and paid-up shares of SCI-Asset respectively. Additionally, SCI-Asset has changed its name to Kiatnakin Fund Management Company Limited, registered with the Ministry of Finance already. As at July 12, 2011, book value and fair value of each item of identified assets and liabilities of subsidiary are as follows: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS Book value and Fair value Assets Cash Deposits at financial institutions Investments in securities, net Equipment, net Intangible asset, net Others asset Total Liabilities Net assets Goodwill Cash payment for share purchase
182 KIATNAKIN BANK
Annual Report 2011
6 16,810 139,340 6,930 9,334 10,669 183,089 5,160 177,929 56,071 234,000
7.5.3 Reduction of the capital of the mutual funds As the Notification of the Capital Market Supervisory Board No. ThorNor. 22/2552: Rules, Conditions and Procedures for Establishment and Management of Mutual Funds for Solving Financial Institutions Problems which was amended by the Notification of the Capital Market Supervisory Board No. ThorNor. 10/2553 specified that in case management company of the funds (“the asset management company”) has already acquired, by way of debt repayment, property from foreclosure of the mortgage, or public auction in the category which a mutual fund cannot invest or possess prior to March 1, 2006, the asset management company shall dispose of such property when the first opportunity arises by taken into account the best interest of unitholders, but in any case no later than December 31, 2010 and that of the capital reduction of the mutual fund by pay-inkind whether in whole or in part to be approved by the unanimous resolution of unitholders. The asset management company must reduce the number of units and transfer the non-cash assets and cash (if any) to the unitholders. As the asset management company cannot dispose of such assets within December 31, 2010, thus it proceeded with the capital reduction of the mutual fund, which obtained the unanimous resolutions from unitholders by pay-in-kind assets to the Bank and pay in cash to other unitholders. During the year 2010, from the capital reduction of 6 mutual funds (“the funds”) which consist of Asia Recovery 1 Fund, Asia Recovery 2 Fund, Asia Recovery 3 Fund, Thai Restructuring Fund, Bangkok Capital Fund and Gamma Capital Fund, the Bank received pay-in-kind as the properties foreclosed in the amount of Baht 1,206.19 million and investments in securities in the amount of Baht 6.36 million, which resulted in loss from capital reduction in the amount of Baht 62.07 million and deferred gain from capital reduction in the amount of Baht 100.22 million, which will be recognized when the properties foreclosed have been sold. For the year ended December 31, 2011, from the capital reduction of 5 mutual funds which consist of Asia Recovery 2 Fund, Asia Recovery 3 Fund, Thai Restructuring Fund, Bangkok Capital Fund and Gamma Capital Fund, the Bank has received the pay-in-kind as properties foreclosed in the amount of Baht 333.52 million, which results in loss from capital reduction in the amount of Baht 4.05 million and deferred gain from capital reduction in the amount of Baht 58.11 million, which will be recognized when the properties foreclosed have been sold.
183
7.6 Investments in receivables, net
As at December 31, 2011 and 2010, the details of investments in receivables auctioned from the Financial Restructuring Authority (FRA), the Legal Execution Department (LED) and other companies are as follows:
Purchase date Kiatnakin Bank Public Company Limited Receivables auctioned from FRA September 30, 1999 December 15, 1999 Receivables purchased January 2009 - December 2011 Investments in hire-purchase from Nakornluang Surat Leasing Co., Ltd. Receivables auctioned from LED Total Subsidiaries (Fund)
Purchase date Kiatnakin Bank Public Company Limited Receivables auctioned from FRA September 30, 1999 December 15, 1999 Receivables purchased January 2009 - December 2011 Investments in hire-purchase from Nakornluang Surat Leasing Co., Ltd. Receivables auctioned from LED Total Subsidiaries (Fund)
184 KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 Number of Outstanding balance Cost Fair value customers per original and renewed agreements
324 165
2,293,344 458,459
287,393 12,212
176,223 12,510
8
498,922
420,276
439,646
3 1,333 1,833 3,257 5,090
24 12,392,344 15,643,093 58,663,054 74,306,147
24 1,393,187 2,113,092 2,700,850 4,813,942
23 1,113,206 1,741,608 3,550,122 5,291,730
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2010 Number of Outstanding balance Cost Fair value customers per original and renewed agreements
335 174
2,353,192 475,309
327,082 15,265
211,507 14,465
10
1,992,701
889,614
931,052
43 1,383 1,945 3,539 5,484
1,536 12,799,670 17,622,408 61,581,850 79,204,258
1,543 1,605,240 2,838,744 3,276,382 6,115,126
944 1,370,608 2,528,576 4,171,226 6,699,802
7.7 Loans and accrued interest receivables, net 7.7.1 Classified by product as at December 31, 2011 and 2010:
Banking business loans Overdrafts Loans Bills Hire-purchase receivables Leasing receivables Less Deferred revenue Total banking business loans net of deferred revenue Add Accrued interest receivables Total banking business loans and accrued interest receivables net of deferred revenue Less Allowance for doubtful accounts 1. Minimum allowance per BOT guideline - Individual Approach - Collective Approach 2. Surplus reserve Less Allowance for troubled debt restructuring Net banking business loans and accrued interest receivables Securities business receivables Margin accounts Other receivables Total securities business receivables Add Accrued interest receivables Less Allowance for doubtful accounts Net securities business receivables and accrued interest receivables Total loans and accrued interest receivables, net
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2010 2011
596,113 33,246,365 78,920 117,355,791 645,118 (16,619,783) 135,302,524 795,848
493,291 28,926,072 218,000 89,182,546 365,226 (12,212,380) 106,972,755 584,928
596,113 33,246,365 78,920 117,355,791 645,118 (16,619,783) 135,302,524 795,848
493,291 28,926,072 218,000 89,182,546 365,226 (12,212,380) 106,972,755 584,928
136,098,372
107,557,683
136,098,372
107,557,683
(1,007,756) (2,098,668) (2,006,070) (733) 130,985,145
(1,193,459) (1,694,651) (1,338,791) (1,651) 103,329,131
(1,007,756) (2,098,668) (2,006,070) (733) 130,985,145
(1,193,459) (1,694,651) (1,338,791) (1,651) 103,329,131
439,331 6,918 446,249 2,350 (6,778) 441,821
333,739 6,367 340,106 1,402 (6,492) 335,016
-
-
131,426,966
103,664,147
130,985,145
103,329,131
Deferred interest revenue of hire-purchase and finance lease contracts are stated net of commissions and direct expenses incurred at the initiation of hire-purchase.
185
7.7.2 Classified by currency and residence of customers as at December 31, 2011 and 2010: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 135,748,773 107,312,861 135,748,773 107,312,861
Baht - Domestic Total loans
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 135,302,524 106,972,755 135,302,524 106,972,755
7.7.3 Classified by business type and loans classification as December 31, 2011 and 2010: Unit : Baht’000
Normal Agriculture and mining Manufacturing and commerce Property development and construction Public utilities and services Housing loans Hire-purchase loans Leasing loans Others Total loans Accrued interest receivables Total
19,516 3,773,684 19,728,435 881,453 1,176,505 90,675,749 564,164 4,003,033 120,822,539 646,290 121,468,829
186 KIATNAKIN BANK
Annual Report 2011
CONSOLIDATED FINANCIAL STATEMENTS 2011 Special Substandard Doubtful Doubtful mentioned loss 2,540 40,249 10,679 25,176 185,070 653,606 16,662 96,955 9,125,005 1,542 247,402 10,183,961 151,810 10,335,771
648,042 5,734 57,521 478,745 54,191 1,254,912 1,254,912
151,196 51,849 84,892 377,331 62,826 753,270 753,270
Total
22,056 4,034,858
2,081,849 23,263,128 125,876 1,081,574 122,610 1,538,483 153,334 100,810,164 8,611 574,317 56,741 4,424,193 2,734,091 135,748,773 98 798,198 2,734,189 136,546,971
Unit : Baht’000
Normal Agriculture and mining Manufacturing and commerce Property development and construction Public utilities and services Housing loans Hire-purchase loans Leasing loans Others Total loans Accrued interest receivables Total
752 2,584,538 16,645,531 800,277 1,383,420 69,102,482 316,686 3,524,316 94,358,002 461,478 94,819,480
CONSOLIDATED FINANCIAL STATEMENTS 2010 Special Substandard Doubtful Doubtful mentioned loss 25,221 41,232 32,169 233,541 633,094 96,743 7,054,705 170,766 7,980,529 124,754 8,105,283
535,502 17,568 36,447 426,063 49,991 1,106,803 1,106,803
520,815 81,483 12,793 309,496 50,388 1,007,144 1,007,144
752 2,916,701
2,272,523 20,607,465 43,196 942,524 123,992 1,653,395 126,973 77,019,719 8,611 325,297 51,547 3,847,008 2,860,383 107,312,861 98 586,330 2,860,481 107,899,191
Unit : Baht’000
Normal Agriculture and mining Manufacturing and commerce Property development and construction Public utilities and services Housing loans Hire-purchase loans Leasing loans Others Total loans Accrued interest receivables Total
Total
19,516 3,773,684 19,728,435 881,453 1,176,505 90,675,749 564,164 3,563,562 120,383,068 644,038 121,027,106
THE BANK’S FINANCIAL STATEMENTS 2011 Special Substandard Doubtful Doubtful mentioned loss 2,540 40,249 10,679 25,176 185,070 653,606 16,662 96,955 9,125,005 1,542 247,402 10,183,961 151,810 10,335,771
648,042 5,734 57,521 478,745 54,191 1,254,912 1,254,912
151,196 51,849 84,892 377,331 62,826 753,270 753,270
Total
22,056 4,034,858
2,081,849 23,263,128 125,876 1,081,574 122,610 1,538,483 153,334 100,810,164 8,611 574,317 49,963 3,977,944 2,727,313 135,302,524 795,848 2,727,313 136,098,372
187
Unit : Baht’000
Normal Agriculture and mining Manufacturing and commerce Property development and construction Public utilities and services Housing loans Hire-purchase loans Leasing loans Others Total loans Accrued interest receivables Total
752 2,584,538 16,645,531 800,277 1,383,420 69,102,482 316,686 3,190,577 94,024,263 460,174 94,484,437
188 KIATNAKIN BANK
Annual Report 2011
THE BANK’S FINANCIAL STATEMENTS 2010 Special Substandard Doubtful Doubtful mentioned loss 25,221 41,232 32,169 233,541 633,094 96,743 7,054,705 170,766 7,980,529 124,754 8,105,283
535,502 17,568 36,447 426,063 49,991 1,106,803 1,106,803
520,815 81,483 12,793 309,496 50,388 1,007,144 1,007,144
Total
752 2,916,701
2,272,523 20,607,465 43,196 942,524 123,992 1,653,395 126,973 77,019,719 8,611 325,297 45,180 3,506,902 2,854,016 106,972,755 584,928 2,854,016 107,557,683
7.7.4 Loans classification and allowance as at December 31, 2011 and 2010: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 Loans classification
Normal Loans Hire-purchase receivables - New car - Used car Special mentioned Loans Hire-purchase receivables - New car - Used car Substandard Loans Hire-purchase receivables - New car - Used car Doubtful Loans Hire-purchase receivables - New car - Used car Doubtful loss Total loans and accrued interest receivables Additional allowance for some doubtful accounts General reserve Allowance for troubled debt restructuring Total
Loans outstanding and interest receivables
30,348,006
Loans net of collateral/ Present value of cash flow
Allowance %
Allowance for doubtful accounts
Allowance per BOT’s guideline %
Increase (Decrease) allowance per BOT *
Total allowance per BOT’s guideline
5,429,583
1.00
54,265
1.00
-
54,265
50,912,853 50,737,149 40,207,970 39,938,599
1.00 1.00
507,371 399,386
1.00 1.00
-
507,371 399,386
1,070,043
204,949
2.00
4,099
2.00
-
4,099
3,278,758 5,986,970
3,244,890 5,880,115
4.19 6.09
135,961 358,099
2.00 2.00
(71,064) (240,497)
64,897 117,602
776,167
106,961
100.00
106,961
100.00
-
106,961
132,862 345,883
132,862 345,883
22.17 21.40
29,456 74,019
100.00 100.00
103,406 271,864
132,862 345,883
375,939
139,653
100.00
138,433
100.00
-
138,433
99,589 277,742 2,734,189
99,589 277,742 864,209
22.17 21.40 100.00
22,079 59,437 864,112
100.00 100.00 100.00
77,510 218,305 -
99,589 277,742 864,112
2,753,678
359,524
3,113,202
1,582,970 423,100
-
1,582,970 423,100
733 4,760,481
359,524
733 5,120,005
136,546,971 107,402,184
189
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2010 Loans classification
Loans outstanding and interest receivables
Normal Loans Hire-purchase receivables - New car - Used car Special mentioned Loans Hire-purchase receivables - New car - Used car Substandard Loans Hire-purchase receivables - New car - Used car Doubtful Loans Hire-purchase receivables - New car - Used car Doubtful loss Total loans and accrued interest receivables Additional allowance for some doubtful accounts General reserve Allowance for troubled debt restructuring Total
25,400,049
Loans net of collateral/ Present value of cash flow
Allowance for doubtful accounts
Allowance per BOT’s guideline %
Increase (Decrease) allowance per BOT *
Total allowance per BOT’s guideline
4,625,712
1.00
46,227
1.00
-
46,227
41,034,474 40,901,972 28,384,957 28,200,509
1.00 1.00
409,020 282,005
1.00 1.00
-
409,020 282,005
941,294
277,451
2.00
5,549
2.00
-
5,549
3,002,154 4,161,835
2,967,229 4,087,476
2.57 2.94
76,258 120,172
2.00 2.00
(16,913) (38,422)
59,345 81,750
680,740
193,510
100.00
193,510
100.00
-
193,510
173,120 252,943
173,120 252,943
11.84 9.59
20,497 24,257
100.00 100.00
152,623 228,686
173,120 252,943
697,648
169,348
100.00
168,128
100.00
-
168,128
109,801 199,695 2,860,481
109,801 199,694 913,510
11.84 9.59 100.00
13,000 19,151 913,510
100.00 100.00 100.00
96,801 180,543 -
109,801 199,694 913,510
2,291,284
603,318
2,894,602
214,791 1,124,000
-
214,791 1,124,000
1,651 3,631,726
603,318
1,651 4,235,044
107,899,191 83,072,275
190 KIATNAKIN BANK
Allowance %
Annual Report 2011
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 Loans classification
Normal Loans Hire-purchase receivables - New car - Used car Special mentioned Loans Hire-purchase receivables - New car - Used car Substandard Loans Hire-purchase receivables - New car - Used car Doubtful Loans Hire-purchase receivables - New car - Used car Doubtful loss Total loans and accrued interest receivables Additional allowance for some doubtful accounts General reserve Allowance for troubled debt restructuring Total
Loans outstanding and interest receivables
29,906,283
Loans net of collateral/ Present value of cash flow
Allowance %
Allowance for doubtful accounts
Allowance per BOT’s guideline %
Increase (Decrease) allowance per BOT *
Total allowance per BOT’s guideline
5,429,583
1.00
54,265
1.00
-
54,265
50,912,853 50,737,149 40,207,970 39,938,599
1.00 1.00
507,371 399,386
1.00 1.00
-
507,371 399,386
1,070,043
204,949
2.00
4,099
2.00
-
4,099
3,278,758 5,986,970
3,244,890 5,880,115
4.19 6.09
135,961 358,099
2.00 2.00
(71,064) (240,497)
64,897 117,602
776,167
106,961
100.00
106,961
100.00
-
106,961
132,862 345,883
132,862 345,883
22.17 21.40
29,456 74,019
100.00 100.00
103,406 271,864
132,862 345,883
375,939
139,653
100.00
138,433
100.00
-
138,433
99,589 277,742 2,727,313
99,589 277,742 857,334
22.17 21.40 100.00
22,079 59,437 857,334
100.00 100.00 100.00
77,510 218,305 -
99,589 277,742 857,334
2,746,900
359,524
3,106,424
1,582,970 423,100
-
1,582,970 423,100
733 4,753,703
359,524
733 5,113,227
136,098,372 107,395,309
191
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2010 Loans classification
Loans outstanding and interest receivables
Normal Loans Hire-purchase receivables - New car - Used car Special mentioned Loans Hire-purchase receivables - New car - Used car Substandard Loans Hire-purchase receivables - New car - Used car Doubtful Loans Hire-purchase receivables - New car - Used car Doubtful loss Total loans and accrued interest receivables Additional allowance for some doubtful accounts General reserve Allowance for troubled debt restructuring Total
25,065,006
Loans net of collateral/ Present value of cash flow
Allowance %
Allowance for doubtful accounts
Allowance per BOT’s guideline %
Increase (Decrease) allowance per BOT *
Total allowance per BOT’s guideline
4,625,712
1.00
46,227
1.00
-
46,227
41,034,474 40,901,972 28,384,957 28,200,509
1.00 1.00
409,020 282,005
1.00 1.00
-
409,020 282,005
941,294
277,451
2.00
5,549
2.00
-
5,549
3,002,154 4,161,835
2,967,229 4,087,476
2.57 2.94
76,258 120,172
2.00 2.00
(16,913) (38,422)
59,345 81,750
680,740
193,510
100.00
193,510
100.00
-
193,510
173,120 252,943
173,120 252,943
11.84 9.59
20,497 24,257
100.00 100.00
152,623 228,686
173,120 252,943
697,648
169,348
100.00
168,128
100.00
-
168,128
109,801 199,695 2,854,016
109,801 199,694 907,018
11.84 9.59 100.00
13,000 19,151 907,018
100.00 100.00 100.00
96,801 180,543 -
109,801 199,694 907,018
2,284,792
603,318
2,888,110
214,791 1,124,000
-
214,791 1,124,000
1,651 3,625,234
603,318
1,651 4,228,552
107,557,683 83,065,783
* The Bank considered the additional allowance for doubtful accounts for hire-purchase receivables in order to comply with the Bank of Thailand’s Notification dated August 3, 2008 by considering the valuation of collateral regarding the Bank of Thailand’s guideline. The Bank provided the allowance for doubtful accounts for hirepurchase receivables at the rate of 100% for the differences between the carry amounts and net present value of estimated future cash flow from selling of collaterals and discounted for the holding period regarding the Bank of Thailand’s guideline. For the normal and special mentioned loans, the Bank provided the allowance for doubtful accounts at the rate of 1% and 2%, respectively.
192 KIATNAKIN BANK
Annual Report 2011
7.7.5 Non-performing loans As at December 31, 2011 and 2010, the Bank has the following non-performing loans, defined according to the BOT’s Notification as loan classified as substandard, doubtful, doubtful loss, including interbank and money market items, but excluding accrued interest receivables, as follows:
Non-performing loans (excluded accrued interest receivables) % of Non-performing loans to total loans (included loans to financial institutions) Non-performing loans net of allowance for doubtful accounts (excluding accrued interest receivables) % of Non-performing loans net of allowance for doubtful accounts to total loans net of allowance for doubtful accounts (included loans to financial institutions) % of Non-performing loans to the total of each type of loans - Loans - Hire-purchase receivables - Securities and derivative business receivables
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 4,742,273 4,974,330
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2010 2011 4,735,495 4,967,963
3.37
4.41
3.37
4.43
2,599,952
2,878,555
2,599,952
2,878,653
1.87
2.60
1.88
2.62
10.80 1.00 1.52
13.71 1.12 0.85
10.80 1.00 -
13.71 1.12 -
Loans and accrued interest receivables from which recognition of income has been discontinued based on accrual basis are as follows:
Loans and bills receivables Securities business receivables Hire-purchase receivables Total loans from which recognition of income has been discontinued
Loans and bills receivables Hire-purchase receivables Total loans from which recognition of income has been discontinued
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Principal Interest Principal Interest receivables receivables 3,726,085 4,105,431 6,301 98 6,367 98 1,009,410 862,532 -
4,741,796
98 Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 Principal Interest Principal Interest receivables receivables 3,726,085 4,105,431 1,009,410 862,532 4,735,495
98
4,974,330
-
4,967,963
-
193
7.8 Hire-purchase and finance lease receivables
As at December 31, 2011, net receivables of the Bank and subsidiaries under hire-purchase and finance lease agreements are Baht 101,384 million (December 31, 2010: Baht 77,345 million) and mostly comprise hire-purchase agreements for cars, machine and equipment for business operation. The terms of the agreements are generally between 1 to 7 years and under most agreements interest is charged at a fixed rate as specified in agreements.
Gross investment in the agreements Less Unearned income* Present value of minimum lease payment per agreement Less Allowance for doubtful accounts Hire-purchase and finance lease receivables, net
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 Amounts of installments due under lease agreements Less than 1 year 1-5 years Over 5 years Total 34,050,736 79,901,205 4,048,968 118,000,909 (16,616,428)
* Net of commission and direct expenses incurred at the initiation of hire purchase.
Gross investment in the agreements Less Unearned income * Present value of minimum lease payment per agreement Less Allowance for doubtful accounts Hire-purchase and finance lease receivables, net
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2010 Amounts of installmentsdue under lease agreements Less than 1 year 1-5 years Over 5 years Total 26,434,687 60,695,736 2,417,349 89,547,772 (12,202,756)
* Net of commission and direct expenses incurred at the initiation of hire purchase.
194
KIATNAKIN BANK
Annual Report 2011
101,384,481 (2,386,921) 98,997,560
77,345,016 (1,705,075) 75,639,941
7.9 Allowance for doubtful accounts
Allowance for doubtful accounts as at December 31, 2011 and 2010 are as follows:
Normal At beginning of year Add Allowance for doubtful accounts (reversal) Less Bad debt written-off At end of year
854,106 865,832 1,719,938
CONSOLIDATED FINANCIAL STATEMENTS 2011 Special SubstanDoubtful Doubtful General mentioned dard loss reserve 159,484 623,642 505,354 966,807 1,124,000 674,429 833,913
(7,289) 616,353
29,627 534,981
673,416 (649,236) 990,987
(700,900) 423,100
Unit : Baht’000 Total 4,233,393 1,535,115 (649,236) 5,119,272 Unit : Baht’000
At beginning of year Add Allowance for doubtful accounts (reversal) Less Bad debt written-off At end of year
CONSOLIDATED FINANCIAL STATEMENTS 2010 Normal Special Substandard Doubtful Doubtful General mentioned loss reserve 674,251 150,611 638,908 445,991 1,076,291 784,000 179,855 8,873 (15,266) 59,363 444,955 340,000 -
854,106
-
159,484
-
623,642
505,354
(554,439) 966,807
1,124,000
Total 3,770,052 1,017,780 (554,439) 4,233,393 Unit : Baht’000
At beginning of year Add Allowance for doubtful accounts (reversal) Less Bad debt written-off At end of year
THE BANK’S FINANCIAL STATEMENTS 2011 Normal Special Substandard Doubtful Doubtful mentioned loss 854,106 159,484 623,642 505,354 960,315 865,832 674,429 (7,289) 29,627 673,130 1,719,938
833,913
616,353
534,981
(649,236) 984,209
General reserve 1,124,000 (700,900)
Total 4,226,901 1,534,829
423,100
(649,236) 5,112,494 Unit : Baht’000
At beginning of year Add Allowance for doubtful accounts (reversal) Less Bad debt written-off At end of year
THE BANK’S FINANCIAL STATEMENTS 2010 Normal Special Substandard Doubtful Doubtful mentioned loss 674,251 150,611 638,908 445,991 1,069,729 179,855 8,873 (15,266) 59,363 445,025
General reserve 784,000 340,000
3,763,490 1,017,850
854,106
1,124,000
(554,439) 4,226,901
159,484
623,642
505,354
(554,439) 960,315
Total
195
7.10 Troubled debt restructuring
As at December 31, 2011 and 2010, the Bank’s has troubled debt restructuring classified by default period are as follows: Overdue period 0 - 1 month More than 1 month - 3 months More than 3 months - 6 months More than 6 months - 12 months More than 12 months Total
Overdue period 0 - 1 month More than 1 month - 3 months More than 3 months - 6 months More than 6 months - 12 months More than 12 months Total
Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 Number of Principal Loans net of Allowance for customers balance collateral doubtful accounts 93 2,349 139 405 15 161 59 27 558 57 63 41 232 84 102 98 1,472 572 625 274 4,772 852 1,254 Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2010 Number of Principal Loans net of Allowance for customers balance collateral doubtful accounts 93 2,878 246 27 22 563 110 15 41 546 153 157 51 556 118 143 90 1,389 607 660 297 5,932 1,234 1,002
As at December 31, 2011, the Bank has loss on debt restructuring with debtors (December 31, 2010: 10 debtors) having the outstanding balance before restructuring amounting to Baht 14.00 million (December 31, 2010: Baht 213.13 million). For the year ended December 31, 2011, the Bank recognized loss on restructuring amounting to Baht 2.11 million (for the year ended December 31, 2010: Baht 32.29 million) in the statement of comprehensive income under loss on troubled debt restructuring.
196
KIATNAKIN BANK
Annual Report 2011
Restructuring type Transfer of properties Modifications of payment terms Total
Restructuring type Transfer of properties Modifications of payment terms Transfer of properties and modifications of payment terms Total
Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 Number of Outstanding Outstanding Type of Fair loans balance balance assets value of before TDR (1) after TDR (1) transferred assets 2 0.51 - Condominium 0.40 1 13.49 3 14.00 Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2010 Number of Outstanding Outstanding Type of Fair loans balance balance assets value of before TDR (1) after TDR (1) transferred assets 5 99.10 Land and 88.43 buildings 2 1.80 3 112.23 1.74 Land and 79.18 buildings 10 213.13 1.74
(1) Presented at net book value (principal and accrued interest receivables).
7.11 Allowance for troubled debt restructuring
Allowance for troubled debts restructuring as at December 31, 2011 and 2010 are as follows:
At beginning of year Decrease during year At end of year
Unit : Baht’000 CONSOLIATED AND THE BANK’S FINANCIAL STATEMENTS 2011 2010 1,651 25,711 (918) (24,060) 733 1,651
197
7.12 Properties foreclosed, net
Properties foreclosed as at December 31, 2011 and 2010 are as follows: Unit : Baht’000
Properties foreclosed Less Provision for diminution in value Net properties foreclosed
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 8,041,878 9,345,621 (1,498,574) (1,609,322) 6,543,304 7,736,299
THE BANK’S FINANCIAL STATEMENTS 2011 2010 7,540,651 8,514,902 (1,448,282) (1,527,929) 6,092,369 6,986,973
Properties foreclosed are acquired by assets transferred, by auction and by the repossession for the debt settlement.
At beginning of year Additions Disposals At end of year Less Provision for diminution in value Net properties foreclosed
At beginning of year Additions Disposals At end of year Less Provision for diminution in value Net properties foreclosed
198 KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 Immovable assets Movable assets Total 9,299,494 46,127 9,345,621 885,502 911,374 1,796,876 (2,198,228) (902,391) (3,100,619) 7,986,768 55,110 8,041,878 (1,443,489) (55,085) (1,498,574) 6,543,279 25 6,543,304 Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2010 Immovable assets Movable assets Total 8,650,262 101,871 8,752,133 3,162,956 1,250,241 4,413,197 (2,513,724) (1,305,985) (3,819,709) 9,299,494 46,127 9,345,621 (1,563,495) (45,827) (1,609,322) 7,735,999 300 7,736,299
At beginning of year Additions Disposals At end of year Less Provision for diminution in value Net properties foreclosed
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 Immovable assets Movable assets Total 8,468,991 45,911 8,514,902 890,008 911,374 1,801,382 (1,873,242) (902,391) (2,775,633) 7,485,757 54,894 7,540,651 (1,393,388) (54,894) (1,448,282) 6,092,369 6,092,369
At beginning of year Additions Disposals At end of year Less Provision for diminution in value Net properties foreclosed
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2010 Immovable assets Movable assets Total 7,770,211 101,871 7,872,082 2,496,728 1,250,025 3,746,753 (1,797,948) (1,305,985) (3,103,933) 8,468,991 45,911 8,514,902 (1,482,108) (45,821) (1,527,929) 6,986,883 90 6,986,973
The details of assets at fair value where the Bank granted an option to debtors for repurchasing classified by outstanding term of contract as at December 31, 2011 and 2010 are as follows:
Less than 2 months 2 - 12 months Over 12 months but less than 24 months Over 24 months but less than 36 months Over 36 months but less than 60 months Total
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 2010 2,500 380,234 297,459 361,864 106,529 342,838 26,816 1,084,936 433,304
199
The Bank received assets as loan settlement from a debtor having troubled debt restructuring on June 27, 2011, and the debtor transferred the right and ownership of the mortgaged assets on June 29, 2011. However, such debtor was filed for a bankruptcy on May 12, 2011. The Bank has already considered the risk and impact from the above issue. Immovable properties foreclosed classified by external and internal appraisers as at December 31, 2011 and 2010 are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Immovable properties foreclosed - Appraised by external appraisers - Appraised by internal appraisers Total
5,116 2,871 7,987
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010
5,293 4,007 9,300
4,941 2,545 7,486
4,853 3,616 8,469
7.13 Land, premises and equipment, net
Lands, Premises and Equipment Asat December 31, 2011 and 2010 are as followa:
Unit : Million Baht
CONSOLIDATED FINANCIAL STATEMENTS 2011 Beginning balance
Land 94,968 Premises 76,552 Equipment 900,266 Furniture and fixtures 646,662 Vehicles 222,723 Total 1,941,171
Cost Accumulated depreciation Land Balance of Additions Disposals/ Ending Beginning Balance of Addition Disposals/ Ending premises Subsidiary Transfer balance balance Subsidiary Transfer balance and As at As at EquipAcquisition Acquisition ment, net Date Date - balance - 94,968 76,552 (33,805) (3,825) - (37,630) 38,922 17,743 158,229 (58,633) 1,017,605 (598,498) (11,460) (153,797) 58,057 (705,698) 311,907 11,681 1,916 31,340
111,007 (62,991) 706,359 (308,406) 76,212 (18,320) 282,531 (99,315) 345,448 (139,944) 2,178,015 (1,040,024)
200 KIATNAKIN BANK
Annual Report 2011
(6,415) (114,816) (1,916) (44,882) (19,791) (317,320)
61,826 (367,811) 338,548 17,715 (128,398) 154,133 137,598 (1,239,537) 938,478
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2010 Beginning balance Land Premises Equipment Furniture and fixtures Vehicles Total
99,548 73,034 742,647 504,227 186,020 1,605,476
Depreciation for the year ended
Cost Additions Disposals/ Transfer 10,293 177,771 201,333 64,650 454,047
(4,580) (6,775) (20,152) (58,898) (27,947) (118,352)
Ending balance
Beginning balance
Accumulated depreciation Addition Disposals/ Transfer
94,968 76,552 900,266 646,662 222,723 1,941,171
(36,456) (483,077) (266,149) (91,988) (877,670)
(3,586) (135,161) (97,142) (34,437) (270,326)
- December 31, 2011 : Baht - December 31, 2010 : Baht
317,320 270,326
Ending balance
6,237 (33,805) 19,740 (598,498) 54,885 (308,406) 27,110 (99,315) 107,972 (1,040,024)
Land, premises and equipment, net 94,968 42,747 301,768 338,256 123,408 901,147
Thousand Thousand
As at December 31, 2011 and 2010 the Bank and subsidiaries had premises and equipment, fully depreciated but still in use, at the original costs amounting to Baht 516.21 million and Baht 404.62 million, respectively. Unit : Baht’ 000
THE BANK’S FINANCIAL STATEMENTS 2011
Land Premises Equipment Furniture and fixtures Vehicles Total
Cost Disposals/ Transfer
Beginning balance
Additions
94,968 76,552 699,643 598,182 205,547 1,674,892
145,447 103,355 69,792 318,594
(55,780) (62,991) (11,368) (130,139)
Ending balance
Beginning balance
Accumulated depreciation Addition Disposals/ Transfer
Ending balance
94,968 76,552 789,310 638,546 263,971 1,863,347
(33,805) (417,485) (272,363) (86,925) (810,578)
(3,825) (142,624) (110,285) (42,941) (299,675)
(37,630) (504,887) (320,822) (119,103) (982,442)
55,222 61,826 10,763 127,811
Land, premises and equipment, net 94,968 38,922 284,423 317,724 144,868 880,905
201
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2010
Land Premises Equipment Furniture and fixtures Vehicles Total
Beginning balance
Cost Addition Disposals/ Transfer
99,548 67,052 545,520 423,626 158,255 1,294,001
10,293 164,847 192,595 63,834 431,569
Depreciation for the year ended
(4,580) (793) (10,724) (18,039) (16,542) (50,678)
Ending balance
Beginning balance
Accumulated depreciation Addition Disposals/ Transfer
94,968 76,552 699,643 598,182 205,547 1,674,892
(30,474) (302,502) (192,126) ( 70,189) (595,291)
(3,586) (125,315) (94,472) (32,801) (256,174)
- December 31, 2011 : Baht - December 31, 2010: Baht
299,675 256,174
255 10,332 14,235 16,065 40,887
Ending balance (33,805) (417,485) (272,363) (86,925) (810,578)
Land, premises and equipment, net 94,968 42,747 282,158 325,819 118,622 864,314
Thousand Thousand
As at December 31, 2011 and 2010 the Bank had equipment, fully depreciated but still in use, at the original costs amounting to Baht 301.89 million and Baht 193.22 million, respectively.
7.14 Goodwill and Intangible assets, net
Goodwill and Intangible assets as at December 31, 2011 and 2010 are as follows: Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2011 Cost Accumulated amortization Beginning Balance of Additions Disposals/ Ending Beginning Balance of Addition Disposals/ Ending Intangible balance Subsidiary Transfer balance balance Subsidiary Transfer balance Assets, As at As at net Acquisition Acquisition Date Date
Software TFEX Membership Goodwill Total
388,058 6,918 394,976
27,087 134,661 - 56,071 27,087 190,732
202 KIATNAKIN BANK
Annual Report 2011
(5,296) 544,510 (163,432) (11,529) (87,868) 6,918 (1,462) - 56,071 (5,296) 607,499 (164,894) (11,529) (87,868)
5,295 (257,534) 286,976 - (1,462) 5,456 - 56,071 5,295 (258,996) 348,503
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS 2010
Software TFEX Membership Total
Beginning balance 271,868 6,918 278,786
Amortization for the year ended
Cost Disposals/ Transfer 116,190 116,190 -
Additions
Ending balance 388,058 6,918 394,976
- December 31, 2011 : Baht - December 31, 2010 : Baht
Beginning balance (102,264) (1,462) (103,726) 87,868 61,168
Accumulated amortization Addition Disposals/ Transfer (61,168) (61,168) -
Ending balance (163,432) (1,462) (164,894)
Intangible Assets, net 224,626 5,456 230,082
Thousand Thousand
As at December 31, 2011 and 2010 the Bank and subsidiaries had software, fully amortized but still in use, at the original costs amounting to Baht 48.36 million and Baht 28.38 million, respectively.
Unit : Baht’000
THE BANK’S FINANCIAL STATEMENTS 2011
Software Total
Beginning balance 354,494 354,494
Cost Disposals/ Transfer 131,140 (5,296) 131,140 (5,296)
Additions
Ending balance 480,338 480,338
Beginning balance (134,075) (134,075)
Accumulated amortization Addition Disposals/ Transfer (83,002) 5,295 (83,002) 5,295
Ending balance (211,782) (211,782)
Intangible Assets, net 268,556 268,556
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2010
Software Total
Beginning balance 240,688 240,688
Amortization for the years ended
Cost Disposals/ Transfer 113,806 113,806 -
Additions
Ending balance 354,494 354,494
- December 31, 2011 : Baht - December 31, 2010 : Baht
Beginning balance (76,052) (76,052) 83,002 58,023
Accumulated amortization Addition Disposals/ Transfer (58,023) (58,023) -
Ending balance (134,075) (134,075)
Intangible Assets, net 220,419 220,419
Thousand Thousand
As at December 31, and 2011 and 2010, the Bank had software, fully amortized but still in use, at the original costs amounting to Baht 20.72 million and Baht 7.78 million, respectively.
203
7.15 Other assets
Other assets as at December 31, 2011 and 2010 are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 111,644 167,918 12,544 4,307 68,624 47,684 77,411 50,473 298,838 303,599 5,619 117,295 71,603 41,520 26,246 221,162 301,203 76,441 87,937 146,350 203,928 1,171,829 1,270,517
Interest and dividend income receivables Other income receivables Prepaid expenses and deferred fee expenses Prepaid output tax for hire-purchase receivables* Other receivables, net* Receivables from trading securities Refundable deposit Withholding income tax Input VAT - pending tax invoice Prepayment for leasehold right Others* Total other assets
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 108,048 167,619 5,870 3,966 56,521 39,123 77,411 50,473 272,009 285,715 5,619 106,982 65,174 33,796 25,193 219,917 299,958 67,098 76,565 52,390 66,723 1,000,042 1,086,128
* These transactions are shown net of doubtful accounts of Baht 54.99 million and Baht 46.25 million in the consolidated and the Bank’s financial statements, respectively as at December 31, 2011 (December 31, 2010: Baht 24.41 million and Baht 15.66 million, respectively).
7.16 Deposits 7.16.1 Classified by type of deposit as at December 31, 2011 and 2010 CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 164,375 254,048 11,769,864 4,553,311 57,105,342 71,123,910 69,039,581 75,931,269
Current accounts Savings accounts Term deposits Total deposits
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 638,875 254,048 11,786,668 4,554,431 57,105,341 71,123,910 69,530,884 75,932,389
7.16.2 Classified by currency and residence of depositors as at December 31, 2011 and 2010
Thai Baht Total
Domestic 68,739,206 68,739,206
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Foreign Total Domestic Foreign 300,375 69,039,581 75,716,116 215,153 300,375 69,039,581 75,716,116 215,153 THE BANK’S FINANCIAL STATEMENTS
Thai Baht Total
204 KIATNAKIN BANK
Domestic 69,230,509 69,230,509
Unit : Baht’000
2011 Foreign 300,375 300,375
Annual Report 2011
Total 69,530,884 69,530,884
Domestic 75,717,236 75,717,236
Total 75,931,269 75,931,269 Unit : Baht’000
2010 Foreign 215,153 215,153
Total 75,932,389 75,932,389
7.17 Interbank and money market items, net (liabilities)
Interbank and money market items, net - domestic (liabilities) as at December 31, 2011 and 2010 are as follows:
On demand Commercial banks Other financial institutions Total
CONSOLIDATED FINANCIAL STATEMENTS Total
On demand
2010 Term
Total
112,788
-
112,788
31
250,000
250,031
10,035 122,823
5,097,559 5,097,559
5,107,594 5,220,382
2,529 2,560
2,949,382 3,199,382
2,951,911 3,201,942
On demand Commercial banks Other financial institutions Total
2011 Term
Unit : Baht’000
2011 Term
THE BANK’S FINANCIAL STATEMENTS Total
On demand
Unit : Baht’000 2010 Term
Total
112,651
-
112,651
-
250,000
250,000
18,856 131,507
5,117,365 5,117,365
5,136,221 5,248,872
10,776 10,776
3,065,450 3,315,450
3,076,226 3,326,226
7.18 Debt issued and borrowings
Domestic debt issued and borrowings domestics as at a December 31, 2011 and 2010 are as follows:
Debentures Bills of exchange Other borrowing Total
Currency
Interest Rate (%)
Maturity
THB THB THB
2.10 - 5.10 1.50 - 5.25 0.50 - 3.15
2018 2016 2012
Unit : Baht’000
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 17,707,000 14,262,000 67,651,871 21,045,499 653,950 353 86,012,821 35,307,852
Unit : Baht’000
Debentures Bills of exchange Other borrowing Total
Currency
Interest Rate (%)
Maturity
THB THB THB
2.10 - 5.10 1.50 - 5.25 0.50 - 3.15
2018 2016 2012
THE BANK’S FINANCIAL STATEMENTS 2011 2010 20,777,000 14,902,000 68,181,871 22,965,499 653,950 353 89,612,821 37,867,852
205
7.19 Provision
Provisions as at December 31, 2011 and 2010 are as follows:
Post-employment benefits obligation Others Total
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 171,914 139,480 51,762 53,159 223,676 192,639
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 136,181 110,806 51,057 53,159 187,238 163,965
Post-employment benefits obligation The Bank and its subsidiaries have post-employment benefits plan under the Thai Labor Protection Act, which is considered as unfunded defined benefit plans. Amounts recognized in statements of comprehensive income in respect of the defined benefit plans for the years ended December 31, 2011 and 2010 are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 19,609 28,150 5,386 9,923 39,359 64,354 38,073
Current service cost Interest on obligation Actuarial loss Total
206 KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 17,098 13,042 4,347 3,156 32,420 53,865 16,198
Movements in the present value of the defined benefit obligation for the years ended December 31, 2011 and 2010 are as follows:
Beginning defined benefit obligation Current service cost Interest cost Defined benefit obligation transferred from subsidiary company Actuarial loss Benefits paid Ending defined benefit obligation
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 139,480 111,320 19,609 28,150 5,386 9,923 1,239 39,359 (33,159) 171,914
(9,913) 139,480
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 110,806 103,785 17,098 13,042 4,347 3,156 32,420 (28,490) 136,181
(9,177) 110,806
For the first-time adoption of TAS 19 “Employee Benefits”, the Bank and its subsidiaries elected to recognize past service costs by adjusting the beginning retained earnings. However, the impact is immaterial because the Bank and its subsidiaries had already recorded provision for the post-employment benefits in the consolidated and the Bank’s financial statements for the year ended December 31, 2010. The Bank and its subsidiaries retrospectively disclosed the details of post-employment benefits obligation in order to conform with TAS No. 19 “Employee Benefits” for the comparison purpose. The principal actuarial assumptions used to calculate the obligation under the defined benefit plans as at December 31, 2011 and 2010 are as follows. 2011 2010 Financial assumptions Discount rate 3.7 - 4.0% 4.1% Expected rate of salary increase 6.0 - 7.0% 6.0% Turnover rate 8.0 - 15.0% 8.0 - 14.0% Retirement age 55 years and 60 years 55 years
207
7.20 Other accounts payable
Other accounts payable as at December 31, 2011 and 2010 are as follows:
Insurance premium payables Dealer payables Trading securities payables Margin payables Other refund payables to customers Others Total other accounts payable
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 433,744 253,141 462,700 323,722 3,541 93,000 47,477 593,805 420,654 1,537,726 1,094,058
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 433,744 253,141 462,700 323,722 3,541 93,000 47,477 454,556 355,984 1,398,477 1,029,388
7.21 Legal Execution Department payables
As at December 31, 2011 and 2010, the Bank had the Legal Execution Department payables amounting to Baht 575.38 million with the loss amounting to Baht 582.75 million, which incurred from the breach of bidding contract from the foreclosed assets between the first and the final bidding. Meanwhile, the Bank recorded the portion to be received from the collateral pool of such foreclosed assets by reversing impairment of investments in receivables amounting to Baht 278.44 million.
7.22 Other liabilities
Other liabilities as at December 31, 2011 and 2010 are as follows:
Stock subscription payables Accrued bonus Accrued fee and other expenses Front - end fees Income received in advance Deposits Suspense accounts cash received from customer Others Total other liabilities
208 KIATNAKIN BANK
Annual Report 2011
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 9,349 1,337,853 399,263 387,513 368,286 291,201 297,631 222,019 302,352 243,176 171,949 104,114 65,327 67,157 80,208 58,796 1,694,365 2,711,829
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 9,349 1,337,853 354,299 340,000 328,539 270,887 297,631 222,019 438,064 343,393 171,900 102,770 65,300 66,592 61,145 46,015 1,726,227 2,729,529
7.23 Share capital
The annual Shareholders’ Meeting for the year 2011 on April 21, 2011, passed a resolution to reduce the Bank’s registered capital from the original amount of Baht 6,960,999,870 to Baht 6,603,288,640 by reducing 35,771,123 unissued ordinary shares. The Bank registered the reduction in share capital with the Ministry of Commerce on May 9, 2011. The annual Shareholders’ Meeting for the year 2010 on April 22, 2010, passed a resolution to reduce the Bank’s registered capital from the original amount of Baht 7,228,455,710 to Baht 6,700,999,870 by reducing 52,745,584 unissued ordinary shares and to increase the registered capital from Baht 6,700,999,870 to Baht 6,960,999,870 by allotting additional 26,000,000 ordinary shares with a par value of Baht 10 per share, in order to facilitate the exercise of ESOP warrants. The Bank registered the reduction and increase in share capital with the Ministry of Commerce on May 10, 2010 and May 11, 2010, respectively Details of warrant holders exercising their rights in 2011 and 2010 are as follows: The 19,570,202 unit of warrants have been converted into 19,570,202 ordinary shares. The Bank registered the increase in share capital with the Ministry of Commerce on April 7, 2010. The 11,618,200 unit of warrants have been converted into 11,618,200 ordinary shares. The Bank registered the increase in share capital with the Ministry of Commerce on July 12, 2010. The 11,484,960 unit of warrants have been converted into 11,484,960 ordinary shares. The Bank registered the increase in share capital with the Ministry of Commerce on October 7, 2010. The 68,503,036 unit of warrants have been converted into 68,503,036 ordinary shares. The Bank registered the increase in share capital with the Ministry of Commerce on January 7, 2011. Thus, the issued and paid up share capital as at December 31, 2011 and 2010 increased to Baht 6,343,288,640 and Baht 5,658,258,280, respectively.
209
210 KIATNAKIN BANK
Annual Report 2011
-
111,329,209 6,000 111,335,209
Unit
-
จำนวน (หน่วย)
Exercise (Unit)
Exercise (Unit)
19.53 15.62 29.27
Unit
833,352 68,658,847 47 3,000 - 25,890,000 833,399 94,551,847
Amount (Baht’000)
-
-
-
Price per Amount unit (Baht’000)
Ending balance as at December 31, 2010
-
Ending balance as at December 31, 2011 Unit Price per Amount unit (Baht’000)
1,337,806 47 - 25,890,000 1,337,853 25,890,000
Amount (Baht’000)
Exercise price
19.53 15.62 29.27
Exercise price
Amount Exercise rate to Share capital (Baht’000) purchase issued during ordinary share year per 1 unit of (Share) warrant 1.00000 42,670,362 1.00000 3,000 1.00000 42,673,362
Decrease during the year
Amount Exercise rate to Share capital (Baht’000) purchase issued during ordinary share year per 1 unit of (Share) warrant 1.00000 68,500,036 1.00000 3,000 1.00000 68,503,036
- 42,670,362 3,000 110,000 110,000 42,673,362
Cancel (Unit)
158,811 68,500,036 3,000 158,811 68,503,036
Increase (Unit)
-
- 26,000,000 - 26,000,000
Price Amount per unit (Baht’000)
Beginning balance as at December 31, 2019
68,658,847 3,000 25,890,000 94,551,847
Cancel (Unit)
Decrease during the year
Warrant KK#4 can be exercised on the 30th of every quarters ended starting from March 30, 2001 to December 30, 2010. ESOP-W1 warrant which are offered to the management and directors of the Bank and of its subsidiaries can be exercised on the 30th of every quarter end starting from December 31, 2002 to March 30, 2011. ESOP-W2 warrant which are offered to the management and directors of the Bank and of its subsidiaries can be exercised on the 30th of every quarter end starting from September 30, 2011 to June 30, 2015.
KK#4 ESOP-W1 ESOP-W2
KK#4 ESOP-W1 ESOP-W2
Beginning balance as at December 31, 2010 Unit Price Amount per unit (Baht’000)
Warrants as at December 31, 2011 and 2010 are as follows:
7.24 Warrants
7.25 Legal reserve
Under the Public Companies Act, the Bank which is public company is required to set aside as legal reserve at least 5% of its net profit, net of accumulated deficit brought forward (if any), until the reserve is not less than 10% of the registered capital.
7.26 Dividend On April 22, 2010, the meeting of the ordinary shareholders for the year 2010 approved the
resolutions regarding the payment of dividend for the year 2009 at the rate of Baht 2.00 per ordinary share, a part of which had been paid as interim dividend at the rate of Baht 0.75 per share on August 21, 2009, amounting to Baht 392,342,524 and the remaining amount was paid on May 20, 2010 at the rate of Baht 1.25 per share, amounting to Baht 678,380,710. On July 22, 2010, the meeting of the Board of Directors of the Bank No. 5/2010 approved the resolutions regarding the payment of interim dividend from the half-year operating performance at the rate of Baht 1.00 per ordinary share. The dividend was paid on August 20, 2010, amounting to Baht 554,273,668. On April 21, 2011, the meeting of the ordinary shareholders for the year 2011 approved the resolutions regarding the payment of dividend for the year 2010 at the rate of Baht 2.40 per ordinary share, a part of which had been paid as interim dividend at the rate of Baht 1.00 per share on August 20, 2010, amounting to Baht 554,273,668 and the remaining amount was paid on May 20, 2011 at the rate of Baht 1.40 per share, amounting to Baht 888,042,070. On August 26, 2011, the meeting of the Board of Directors of the Bank No. 9/2011 approved the resolutions regarding the payment of interim dividend from the half-year operating performance at the rate of Baht 1.00 per ordinary share. The dividend was paid on September 23, 2011, amounting to Baht 634,307,664.
7.27 Other reserves
Other reserves for the years ended December 31, 2011 and 2010 are as follows:
Opening balance as at January 1, 2010 Comprehensive income Closing balances as at December 31, 2010 Opening balance as at January 1, 2011 Comprehensive income Closing balances as at December 31, 2011
Unit : Baht’000 CONSOLIDATED FINANCIAL STATEMENTS Equity Attributable to the Bank’s shareholders Other reserves Fair value reserves on investments Gain (loss) on available-for-sale in receivables securities 1,218,803 (236,266) (88,144) 405,438 1,130,659 169,172 1,130,659 (71,786) 1,058,873
169,172 (17,662) 151,510
211
Opening balance as at January 1, 2010 Comprehensive income Closing balances as at December 31, 2010
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS Other reserves Fair value reserves on investments Gain (loss) on available-for-sale in receivables securities 131,602 (227,209) 33,412 396,302 165,014 169,093
Opening balance as at January 1, 2011 Comprehensive income Closing balances as at December 31, 2011
165,014 (12,289) 152,725
169,093 (23,321) 145,772
7.28 Assets with obligations and restrictions
As at December 31, 2011 and 2010, assets with obligations and restrictions of the Bank, are stated in Note 7.12.
7.29 Contingencies
As at December 31, 2011 and 2010, contingencies of the Bank and subsidiaries are as follows:
Aval to bills of exchange Letters of credit Other contingencies - Other guarantee - Unused overdraft credit facilities Total
212
KIATNAKIN BANK
Annual Report 2011
Unit : Baht’000 CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS 2011 2010 106,240 12,974 17,238 1,350,459 156,825 1,613,524
1,281,157 114,117 1,425,486
7.30 Earnings per share
Earnings per share in the consolidated and the Bank’s financial statements for the years ended December 31, 2011 and 2010 are calculated as follows: CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2011 Net profit Ordinary shares Earnings per (Baht’000) share (Baht)
Basic earnings per share Net profit available to ordinary shareholders Effect of assumed conversion Warrants Diluted earnings per share Net profit available to ordinary shareholders plus assumed conversions
Basic earnings per share Net profit available to ordinary shareholders Effect of assumed conversion Warrants Diluted earnings per share Net profit available to ordinary shareholders plus assumed conversions
Basic earnings per share Net profit available to ordinary shareholders Effect of assumed conversion Warrants Diluted earnings per share Net profit available to ordinary shareholders plus assumed conversions
2,858,963
633,202,787
-
2,828,518
2,858,963
636,031,305
4.52
4.50
CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2010 Net profit Ordinary shares Earnings per (Baht’000) share (Baht) 2,840,152
545,976,985
-
26,009,899
2,840,152
571,986,884
5.20
4.97
THE BANK’S FINANCIAL STATEMENTS For the year ended December 31, 2011 Net profit Ordinary shares Earnings per (Baht’000) share (Baht) 1,927,371
633,202,787
-
2,828,518
1,927,371
636,031,305
3.04
3.03
213
THE BANK’S FINANCIAL STATEMENTS For the year ended December 31, 2010 Net profit Ordinary shares Earnings per (Baht’000) share (Baht) Basic earnings per share Net profit available to ordinary shareholders Effect of assumed conversion Warrants Diluted earnings per share Net profit available to ordinary shareholders plus assumed conversions
3,431,993
545,976,985
-
26,009,899
3,431,993
571,986,884
6.29
6.00
7.31 Information on quality of assets
The quality of assets classified in accordance with the guidelines of the Securities Exchange Commission as at December 31, 2011 and 2010 are as follows: 7.31.1 Investments in securities The Bank has investments in debt instruments in companies which were ordered to discontinue their operations and defaulted their debts as at December 31, 2011 and 2010 as follows:
Non-listed company which has defaulted on interest payment
214
Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS Type of Numbers Cost Market Value Provision investment Senior debenture 1 0.04 0.04 0.04 0.04
The Bank has recognized impairment loss on such debt instruments to the statement of comprehensive income in the period when incurred.
KIATNAKIN BANK
Annual Report 2011
7.31.2 Loans and accrued interest receivables The Bank had given loans, receivables and accrued interest receivables to companies which faced the financial operational difficulties and provided related allowance for doubtful accounts in the consolidated and the Bank’s financial statements as follows:
Listed company which is under restructuring plan Companies which are under default problem
Listed company which is under restructuring plan Companies which are under default problem
Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS December 31, 2011 Numbers Total debts Collateral Allowance for doubtful accounts 1 71 31 52 66 3,005 5,188 819 67 3,076 5,219 871 Unit : Million Baht CONSOLIDATED AND THE BANK’S FINANCIAL STATEMENTS December 31, 2010 Numbers Total debts Collateral Allowance for doubtful accounts 1 106 35 84 71 3,261 5,370 853 72 3,367 5,405 937
7.32 Related parties transactions
Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Bank, including holding companies, subsidiaries and fellow subsidiaries are related parties of the Bank. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Bank that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Bank and close members of the family of these individuals and entities associated with these individuals also constitute related parties.
215
In considering each possible related party relationship, attention is directed to the substance of the relationship rather than the legal form. According to the Bank of Thailand’s Notification Sor.Nor.Sor. 66/2551 regarding the Guideline on Consolidated Supervision dated August 3, 2008, the Bank is required to disclose the Inter-Group Transactions in the Financial Business Group Policy and the Risk Management for Inter-Group Transactions in the Financial Business Group Policy as follows: 1. The Inter-Group Transactions in the Financial Business Group Policy The inter-group transactions shall be the same conditions or criteria, including interest rate or service fee charged, as applied when the Bank conducts the transactions with general customers with the same risk level and the Bank does not allow the companies in the financial business group borrow from or lend to each other. 2. The Risk Management for Inter-Group Transactions in the Financial Business Group Policy To manage the operation and consolidated supervision, the Board of Directors assigned the Risk Management Committee to take the policy into action, control and monitor business and supporting unit to conform with the Financial Business Group Policy. Moreover, the Board of the Bank shall be informed the significant risk of the Financial Business Group based on the regularly basis. Furthermore, the Risk Management Committee of each company in the Financial Business Group is responsible to perform the risk assessment according to its policy, and report the results to the Bank’s Risk Management Committee on a regularly basis. In case there is any significant change or any circumstance that will impact the current business operation, the Risk Management Committee shall report such matters immediately. The following material transactions were carried out with related parties for the years ended December 31, 2011 and 2010.
216
KIATNAKIN BANK
Annual Report 2011
7.32.1 Income
Interest and dividend income Kiatnakin Securities Co., Ltd. Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Fee and services income Kiatnakin Securities Co., Ltd. Kiatnakin Fund Management Co., Ltd. Erawan Law Office Co., Ltd. Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Bangkok Capital Fund Gamma Capital Fund Gain (loss) on resales of unit trust Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Bangkok Capital Fund Gamma Capital Fund Other income Kiatnakin Securities Co., Ltd. Erawan Law Office Co., Ltd.
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010 9.52 9.52
18.06 153.80 577.46 248.01 1,181.63 2,178.96
5.11 3.44 2.33 0.26 0.26 0.36 0.76 1.92 2.64 17.08
4.40 2.33 0.36 0.36 0.36 0.36 8.17
(3.53) (16.02) 26.99 14.16 3.87 3.20 28.67
(17.63) (44.44) 9.02 (53.05)
4.46 0.89 5.35
3.87 0.89 4.76
217
The consolidated financial statements for the year ended December 31, 2011 included the brokerage income received from Kiatnakin Bank Public Company Limited and the directors and management at the position of department head and above amounting to Baht 0.52 million and Baht 1.15 million, respectively (2010: Baht 0.87 million and Baht 6.93 million, respectively). During the year ended December 31, 2011, the Bank sold an asset which had the net book value of Baht 1 to the director at Baht 1.5 million, which was its fair value. 7.32.2 Expenses
Interest and discounts on borrowings Kiatnakin Securities Co., Ltd. Kiatnakin Fund Management Co., Ltd. Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Asia Recovery Property Fund 3 Bangkok Capital Fund Gamma Capital Fund Directors and management at the position of department head including their related persons who have control or significant influences Rental and services expenses CMIC Development Co., Ltd. (1) Chodthanawat Co., Ltd. (2) Ruam Wattana Co., Ltd. (2) Other services Erawan Law Office Co., Ltd. Relationship details: (1) Shares received from troubled debts restructuring (2) Major shareholder is an authorized director
218
KIATNAKIN BANK
Annual Report 2011
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010 18.94 0.30 1.30 7.63 10.33 19.71 35.51 10.01 13.90
8.15 1.03 3.55 6.01 16.94 17.21 0.69 2.01
9.13 126.76
11.33 66.92
54.19 8.89 0.48 63.56
24.75 8.40 0.44 33.59
65.25 65.25
64.80 64.80
7.32.3 Outstanding balances as at December 31, 2011 and 2010 are as follows:
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010
Loans to financial institutions / Loans Kiatnakin Securities Co., Ltd. CMIC Development Co., Ltd. Directors and management at the position of department head including their related person who have control or significant influences Accounts receivable/Other assets Kiatnakin Securities Co., Ltd. CMIC Development Co., Ltd. Other liabilities/Accrued interest expenses Kiatnakin Securities Co., Ltd. Kiatnakin Fund Management Co., Ltd. Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Asia Recovery Property fund 3 Bangkok Capital Fund Gamma Capital Fund
135.00 491.33
155.00 521.33
626.33
0.23 676.56
0.96 13.31 14.27
0.82 10.81 11.63
16.03 0.30 0.01 0.10 0.06 1.06 1.76 0.77 0.78 20.87
5.91 0.01 0.11 0.03 0.33 0.58 0.04 0.14 7.15
219
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS 2011 2010 Deposits Kiatnakin Securities Co., Ltd. Erawan Law Office Co., Ltd. Bangkok Capital Fund Gamma Capital Fund Directors and management at the position of department head including their related person who have control or significant influences Short term borrowings Kiatnakin Fund Management Co., Ltd. Asia Recovery 1 Fund Asia Recovery 2 Fund Asia Recovery 3 Fund Thai Restructuring Fund Asia Recovery Property Fund 3 Bangkok Capital Fund Gamma Capital Fund Directors and management at the position of department head including their related persons who have control or significant influences
28.63 16.80 348.64 125.86
124.32 1.12 -
267.36 787.29
207.88 333.32
30.00 35.00 275.00 190.00 745.00 1,235.00 540.00 550.00
26.00 225.00 54.00 640.00 1,235.00 80.00 300.00
42.79 3,642.79
140.63 2,700.63
7.32.4 Pricing policies Transactions between the Bank and related parties have been priced as follows: • Fee and services income, which the funds paid to the Bank is calculated at the rate specified in the service agreement. • Income under commitment agreement under securities business receivables is calculated based on outstanding balance which the Bank could not claim from securities business receivables. • Other income is based on actual cost incurred. • Interest income is based on market price. • Dividend income is received at the rate declared by the fund. • Gain on resale of unit trust is calculated from net asset value of unit trust at the repurchase date deducted by the carrying value. • Brokerage commission is charged at the same rate given to third parties. • Interest and discounts on borrowing are based on market price. • Rental and service income are based on rates identified in rental and services contracts
220 KIATNAKIN BANK
Annual Report 2011
7.33 Benefits paid to directors and executives
The Bank has no special benefits given to the directors and executives beyond the general benefits made as usual such as directors remuneration, executives salary and bonus (if any) included ESOP warrants as disclosed in Note 7.24. For the years ended December 31, 2011 and 2010, compensations paid to key management personnel under TAS 24 (Revised 2009) “Related Party Disclosures” are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 133,846 89,615 4,819 3,199 138,665 92,814
Short-term employee benefits Post-employment benefits Total
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 94,026 58,507 3,918 2,350 97,944 60,857
7.34 Operating lease commitments
As at December 31, 2011 and 2010, the Bank has operating lease commitments in respect of office space, computer software and maintenance expenses from the statements of financial position dates as follows:
Within one year Within two years Over three years Total
Vehicle rental expenses
1 1
CONSOLIDATED FINANCIAL STATEMENTS 2011 Office space Computer software expenses expenses 145 44 113 44 140 47 398 135
Unit : Million Baht Total 190 157 187 534
221
Unit : Million Baht CONSOLIDATED FINANCIAL STATEMENTS 2010 Office space Computer software Total expenses expenses 88 43 131 59 44 103 126 91 217 273 178 451
Within one year Within two years Over three years Total
Within one year Within two years Over three years Total
THE BANK’S FINANCIAL STATEMENTS 2011 Office space Computer software expenses expenses 125 44 97 44 126 47 348 135
Within one year Within two years Over three years Total
THE BANK’S FINANCIAL STATEMENTS 2010 Office space Computer software expenses expenses 76 43 52 44 113 91 241 178
222 KIATNAKIN BANK
Annual Report 2011
Unit : Million Baht Total 169 141 173 483 Unit : Million Baht
Total 119 96 204 419
7.35 Segment information 7.35.1 As at December 31, 2011 and 2010, the financial position classified by banking and securities businesses are as follows:
Interbank and money market items, net Investments in securities, net Investments in receivables, net Investments in properties, net Loans and accrued interest receivables, net Other assets Total assets Deposits Interbank and money market items, net Debt issued and Borrowings Other liabilities Total liabilities
Banking business 15,934 26,360 5,292 78 130,985 9,233 187,882 69,040 5,279 86,013 5,094 165,426
CONSOLIDATED FINANCIAL STATEMENTS 2011 Securities business Elimination 341 (194) 393 442 480 1,656 135 381 516
(17) (211) (194) (17) (211)
Unit : Million Baht
Total 16,081 26,753 5,292 78 131,427 9,696 189,327 69,040 5,220 86,013 5,458 165,731 Unit : Million Baht
Interbank and money market items, net Investments in securities, net Investments in receivables, net Investments in properties, net Loans and accrued interest receivables, net Other assets Total assets
Banking business 7,940 11,959 6,700 78 103,329 10,604 140,610
CONSOLIDATED FINANCIAL STATEMENTS 2010 Securities business Elimination 251 (279) 334 335 656 1,576
(7) (286)
Total 7,912 12,293 6,700 78 103,664 11,253 141,900
223
Unit : Million Baht
Deposits Interbank and money market items, net Debt issued and Borrowings Other liabilities Total liabilities
Banking business 75,931 3,326 35,308 5,935 120,500
CONSOLIDATED FINANCIAL STATEMENTS 2010 Securities business Elimination 155 (279) 620 (7) 775 (286)
Total 75,931 3,202 35,308 6,548 120,989
7.35.2 The results of operations classified by banking and securities businesses for the years ended December 31, 2011 and 2010 are as follows: Unit : Million Baht
Interest income Interest expenses Net interest income Net fees and services income Other operating income Total operating income Other operating expense Impairment loss of loans and debt securities (reversal) Profit before income tax Income tax Net profit Other comprehensive loss Total comprehensive income
224 KIATNAKIN BANK
Banking business 11,279 (4,828) 6,451 1,034 1,607 9,092 (4,465)
Annual Report 2011
(1,277) 3,350 (510) 2,840 (124) 2,716
CONSOLIDATED FINANCIAL STATEMENTS 2011 Securities business Elimination 47 (29) (22) 29 25 391 (6) 28 444 (6) (372) 6 (1) 71 (25) 46 46
-
Total 11,297 (4,821) 6,476 1,419 1,635 9,530 (4,831) (1,278) 3,421 (535) 2,886 (124) 2,762
Unit : Million Baht
Interest incomes Interest expenses Net interest income Net fees and services income Other operating income Total operating income Other operating expenses Impairment loss of loans and debt securities (reversal) Profit before income tax Income tax Net profit Other comprehensive income Total comprehensive income
Banking business 8,759 (2,942) 5,817 896 1,987 8,700 (4,315) (470) 3,915 (1,166) 2,749 318 3,067
CONSOLIDATED FINANCIAL STATEMENTS 2010 Securities business Elimination 15 (7) (6) 7 9 260 (4) 110 379 (4) (214) 4 165 (47) 118 118
-
Total 8,767 (2,941) 5,826 1,152 2,097 9,075 (4,525) (470) 4,080 (1,213) 2,867 318 3,185
The Bank operates only in Thailand thus no segment information by geographical area is presented.
7.36 Interest income
Interest income for the years ended December 31, 2011, and 2010 are as follows:
Interbank and money market items Investment in debt securities Investments in receivables Loans Hire-purchase and financial leases Total interest income
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 716,762 91,688 398,165 470,913 740,478 669,856 2,875,617 2,331,239 6,565,363 5,203,558 11,296,385 8,767,254
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 717,850 89,101 397,179 470,913 227,777 364,307 2,851,777 2,322,661 6,565,363 5,203,559 10,759,946 8,450,541
225
7.37 Interest expenses
Interest expenses for the years ended December 31, 2011 and 2010 are as follows:
Deposits Interbank and money market items Interbank and money market items Deposit Protection Agency Debt issued - Debenture - Others Fees and charges on borrowings Total interest expenses
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 2,083,789 1,742,073 167,277 64,026
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 2,071,501 1,735,835 186,216 72,181
286,517
291,240
286,517
291,240
557,145 1,718,469 7,462 4,820,659
342,514 487,984 13,806 2,941,643
606,771 1,767,530 7,462 4,925,997
359,805 518,129 13,806 2,990,996
7.38 Net fees and services income
Net fees and services income for the years ended December 31, 2011 and 2010, are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
Fees and services income - Brokerage fees - Bancassurance fees - Acceptance, avals and guarantees - Others Total Fees and services expenses Net fees and services income
226 KIATNAKIN BANK
Annual Report 2011
420,158 666,378 22,562 464,330 1,573,428 154,092 1,419,336
420,835 435,351 22,957 376,413 1,255,556 103,542 1,152,014
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 666,378 22,562 451,476 1,140,416 98,625 1,041,791
435,351 22,957 382,064 840,372 62,679 777,693
7.39 Gain (loss) on tradings and foreign exchange transactions
Gain (loss) on tradings and foreign exchange transactions for the years ended December 31, 2011 and 2010 are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Gain (loss) on tradings and foreign exchange transactions - Foreign exchange - Debt securities - Equity securities Total
(33,543) 3,218 18,685 (11,640)
1,855 (8,301) 114,974 108,528
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
(33,544) 3,218 (30,326)
1,853 (8,301) (6,448)
7.40 Gain (loss) on investments
Gain (loss) on investments for the years ended December 31, 2011 and 2010 are as follows: CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
Gain (loss) on selling investments - Securities available for sales - General investments - Investments in subsidiaries Total Reversal of impairment loss on investments - Securities available-for-sales - General investments - Investments in subsidiaries Total Total gain (loss) on investments
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
179,695 (1) 179,694
259,395 259,395
177,667 (1) 28,671 206,337
260,882 (52,831) 208,051
(153) 3 (150) 179,544
(1,193) 105 (1,088) 258,307
(153) 3 61,112 60,962 267,299
(1,193) 105 (342,311) (343,399) (135,348)
227
7.41 Impairment loss of loans and debt securities
Impairment loss of loans and debt securities for the years ended December 31, 2011 and 2010, are as follows:
Interbank and money market items and loans Loss on trouble debt restructuring (Gain) loss on revaluation and impairment of investments in receivables Gain from transferring investments in receivables to loans Less Bad debts recovered Total
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010
1,549,677 2,106
962,975 32,288
1,549,391 2,106
955,919 32,288
104,360
(153,148)
114,361
(120,941)
(154,359) 1,501,784 (224,142) 1,277,642
(2,334) 839,781 (369,820) 469,961
(154,359) 1,511,499 (224,142) 1,287,357
(2,334) 864,932 (380,684) 484,248
7.42 Other income
Other income for the years ended December 31, 2011 and 2010 are as follows:
Penalty income Profit from sales of fixed assets Excess of net fair value of the identifiable net assets over purchase cost (see Note 7.5.1) Other income Total other income
228 KIATNAKIN BANK
Annual Report 2011
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 124,424 107,498 7,451 12,486
35,026 166,901
23,401 39,099 182,484
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 124,175 107,310 4,738 7,282
18,497 147,410
12,495 127,087
7.43 Other expenses
Other expenses for the years ended December 31, 2011 and 2010 are as follows:
Repossessed cars expenses Properties foreclosed expenses Transportation expenses Advertising and promotion expenses Management fee of subsidiaries Goodwill and other intangible assets expense Other expenses Total other expenses
CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 67,275 82,250 88,371 73,084 123,428 98,740 541,825 282,022 96,974 162,025 87,868 61,168 451,858 372,824 1,457,599 1,132,113
Unit : Baht’000 THE BANK’S FINANCIAL STATEMENTS 2011 2010 67,275 82,250 88,371 73,084 115,421 89,914 535,312 276,415 83,002 58,023 392,026 329,134 1,281,407 908,820
7.44 Income tax
Income tax for the years ended December 31, 2011 and 2010 are as follows:
Profit before income tax Income not subject to tax or additional deductible expenses Expense not deductible for tax purposes Taxable income Corporate income tax Add (less) Adjustment of income tax of last year Total income tax
1) The adjustment of income tax of last year was due to changes in estimate.
Unit : Baht’000
THE BANK’S FINANCIAL STATEMENTS 2011 2010 2,433,521 4,585,755 (1,065,335) (2,458,678) 387,300 1,750,484 1,755,486 3,877,561 526,646 1,148,268 1) (20,496) 5,4941) 506,150 1,153,762
The consolidated financial statements for the year ended December 31, 2011 included the income tax expenses of subsidiaries of Baht 29.06 million (December 31, 2010 : Baht 59.67 million). According to the Royal Decree No. 475 B.E. 2551 issued under the Revenue Code regarding the corporate income tax rate deduction effective on August 7, 2008, the corporate income tax for listed companies in the Stock Exchange of Thailand was reduced from 30% to 25% of net profit which did not exceed Baht 300 million. This remained in effect for three consecutive accounting periods beginning on or after January 1, 2008.
229
7.45 Reclassifications
TAS 1 (Revised 2009) “Presentation of Financial Statements” changed requirements about the presentation in the financial statements. Therefore, it affected the reclassification in the consolidated and the Bank’s financial statements for the year ended December 31, 2010, presented for comparison, as follows: CONSOLIDATED FINANCIAL STATEMENTS Previous Current classifications classifications STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2010 Assets Derivatives assets Loans and accrued interest receivable Deferred revenue Receivables from purchase and sale securities and derivatives Other assets, net Liabilities Deposits Debt issued and borrowings Provisions Other accounts payable Other liabilities
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010 Interest income Interest expenses Fees and service expenses Other operating income Other operating expenses Impairment loss of loans and debt securities
230 KIATNAKIN BANK
Annual Report 2011
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS Previous Current classifications classifications
108,313 -
279 120,112 (12,212)
107,558 -
279 119,770 (12,212)
1,549
413 1,270
1,365
1,086
75,932 35,307 928 3,071
75,931 35,308 193 1,094 2,712
75,933 37,867 867 3,056
75,932 37,868 164 1,029 2,730
CONSOLIDATED FINANCIAL STATEMENTS Previous Current classifications classifications 8,841 2,650 407 2,200 4,513 647
8,767 2,942 103 2,097 4,525 470
Unit : Million Baht THE BANK’S FINANCIAL STATEMENTS Previous Current classifications classifications 10,683 2,700 243 678 4,043 629
8,451 2,991 63 2,765 3,932 484
After December 31, 2010, the Bank adjusted fair value of each asset and liability of subsidiaries which were acquired from the acquisition of units in mutual funds on March 23, 2010. Therefore, the relevant assets and liabilities presented in the statements of cash flows for the year ended December 31, 2010, presented for comparison, have been reclassified in according to the change in fair value.
7.46 Flooding impact
From October 2011 to the year ended, Thailand was faced with severe flooding. The Bank’s management has evaluated and concluded that the Bank’s operations were not significantly affected by the disaster. However, the Bank has implemented measures to aid debtors affected by the disaster. These measures include the postponement of principal and/or interest payments, extending loan duration. These measures have been endorsed by the Bank of Thailand.
7.47 Significant Event
The Memorandum of Agreement (the “MOA”) for the Merger with Phatra Capital Public Company Limited. (“Phatra”) was approved and announced by the Bank on December 9, 2011. The cooperation aimed to jointly establish the financial businesses, consisting of commercial banking, securities, and other supporting businesses together. This collaboration has been agreed in respect of both existing and new business of the financial institution and securities business under these frame principles: High Net Worth Client Business, Finance and Debt Instruments for Medium and Large Enterprises, Derivatives Business, Investment Business, Fund Management Business, and Securities Business for Retail Investors. Phatra’s shareholders who consider accepting the tender offer will receive a share swap in return. The swap ratio is 1 share of Phatra : 0.9135 share of the Bank. Then the Bank will make a delisting tender offer to purchase all securities from entire Phatra’s shareholders for delisting the securities of Phatra from the Stock Exchange of Thailand. However, the delisting tender offer will be fulfilled only by the condition that at the end of the tender offer period Phatra’s shareholders accepting the tender offer shall not represent less than 75% of the total number of shares sold of Phatra (under the condition of the waiver of the Takeover Panel). If the result of this delisting tender offer is successful and has the Bank to hold shares on Phatra up to 90% or more of the total number of issued shares, the Bank will transfer all shares of Kiatnakin Securities Company Limited (“Kiatnakin Securities”) and Kiatnakin Fund Management Company Limited (KK-Fund) held by the Bank to Phatra. However, the Merger is subject to the completion of specified conditions agreed by all parties, including due diligence, Share Purchase Agreement approval, and Government Regulators’ approval before presenting to the Bank’s board and shareholders for a final approval. Then the Bank will make a tender offer to purchase all Phatra’s securities in the third quarter of 2012.
7.48 Event after the reporting period
The number of 319,400 units of warrants have been converted into 319,400 ordinary shares. The Bank registered the increase of share capital with the Ministry of Commerce on January 6, 2012, resulting in the increase in paid-up share capital of Baht 3,194,000 to Baht 6,346,482,640.
7.49 Approval of financial statements
These financial statements have been approved for issuing by the Bank’s authorized director on February 20, 2012.
231
Board of Directors’ Profiles Mr.Supol Wattanavekin
Age : 56 years
Position : Chairman of the Board of Directors and Chairman of the Risk Management Committee
Education :
• Master of Business Administration (Executive), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Bachelor of Law, Ramkhamhaeng University
Director Training Programs :
• Financial Institutions Governance Program (FGP 2/2011), Thai Institute of Directors Association (IOD) • 5th SEACEN / ABAC / ABA / PECC Public Private Dialogue for the Asia Pacific Region (2009), The South East Asia Central Bank Research and Training Center, Malaysia • Leadership, Strategic Growth, and Change (2006), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Organizing and Managing Strategic Alliances for Success and Profit (2006), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Director Certification Program (DCP 76/2006), Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 56/2006), Thai Institute of Directors Association (IOD) • Orchestrating Winning Performance (2005), IMD International, Switzerland • Board & CEO Assessment (2003), Thai Institute of Directors Association (IOD) • The Role of the Chairman Program (RCP 1/2000), Thai Institute of Directors Association (IOD) KK Shareholding* : 12,426,850 shares Family Relationship with the Executive : Ms. Thitinan Wattanavekin’s Brother Brother of Mrs. Suwannee Wattanavekin’s Husband
Experiences in the Past 5 Years :
2011-Present 2004-Present 1990-Present 1999-2011 2007-2010 2005-2007
Chairman of the Board of Directors and Chairman of the Risk Management Committee, Kiatnakin Bank Public Company Limited Director, The Erawan Group Public Company Limited Chairman, BTMU Leasing (Thailand) Company Limited Director, Kiatnakin Securities Company Limited Chairman of the Executive Board, Chairman of the Risk Management Committee, and Director, Kiatnakin Bank Public Company Limited Chairman of the Board of Directors, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
232 KIATNAKIN BANK
Annual Report 2011
Mr.Pichai Dachanapirom
Age : 65 years
Position : Independent Director and Chairman of the Audit Committee
Education :
• Bachelor of Accountancy (Accounting), Thammasat University • Certified Public Accountant, Registration No.2421
Director Training Programs :
• Monitoring Fraud Risk Management (MFM 1/2009), Thai Institute of Directors Association (IOD) • Monitoring the Internal Audit Function (MIA 4/2008), Thai Institute of Directors Association (IOD) • Monitoring the System of Internal Control and Risk Management (MIR 1/2007), Thai Institute of Directors Association (IOD) • Audit Committee Program (ACP 9/2005), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 32/2003), Thai Institute of Directors Association (IOD) KK Shareholding* : 50,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2007-Present 2005-2007 2001-2005 2001-Present 1998-Present 1998-Present 1990-Present 1989-Present 1986-Present
Independent Director and Chairman of the Audit Committee, Kiatnakin Bank Public Company Limited Independent Director and Member of the Audit Committee, Kiatnakin Bank Public Company Limited Independent Director and Member of the Audit Committee, Kiatnakin Finance Public Company Limited Executive Director, Dharmniti Press Company Limited Executive Director, Dharmniti Seminar and Training Company Limited . Executive Director, Dharmniti Office of Management Development Company Limited . Executive Director, Grand Success Company Limited Executive Director, Dharmniti Public Company Limited Managing Director, Dharmniti Auditing Company Limited
Associate Professor Manop Bongsadadt
Age : 70 years
Position : Independent Director, Chairman of the Nomination and Remuneration Committee, and Member of the Audit Committee
Education :
• Master of Regional Planning, Institute of Social Studies, The Netherlands • Master of Architecture, Kansas State University, U.S.A. • Bachelor of Architecture, Chulalongkorn University Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
233
Director Training Programs :
• Role of The Nomination and Governance Committee (RNG 1/2011), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 150/2011), Thai Institute of Directors Association (IOD) • Role of The Compensation Committee (RCC 8/2009), Thai Institute of Directors Association (IOD) • Role of the Chairman Program (RCP 17/2007), Thai Institute of Directors Association (IOD) • Audit Committee Program (ACP 10/2005), Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 8/2004), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2006-Present 2005-Present 2004-2005 2006-Present 2004-Present 2003-Present 2002-Present 1992-Present
Chairman of the Nomination and Remuneration Committee, Kiatnakin Bank Public Company Limited Independent Director and Member of the Audit Committee, Kiatnakin Bank Public Company Limited Independent Director, Kiatnakin Finance Public Company Limited Director, Krungthep Thanakom Company Limited Member of the Audit Committee, The Erawan Group Public Company Limited Chairman of the Board of Director, Rasa Property Development Public Company Limited Associate Professor, Faculty of Architecture, Chulalongkorn University Executive Director, Tubkaew-Hori Kindergarten School and Nursery
Mr.Chet Pattrakornkul
Age : 63 years
Position : Independent Director, Chairman of the Compliance and Governance Committee, Member of the Audit Committee, and Member of the Nomination and Remuneration Committee
Education :
• Master in Marketing (Certificate program), Thammasart University • Bachelor of Political Science (Public Administration), Ramkhamhaeng University
Director Training Programs :
• Role of The Nomination and Governance Committee (RNG 1/2011), Thai Institute of Directors Association (IOD) • The Board’s Role on Fraud Prevention and Detection (2010), Thai Institute of Directors Association (IOD) • Monitoring the System of Internal Control and Risk Management (MIR 5/2009), Thai Institute of Directors Association (IOD) • Monitoring of the Quality of Financial Reporting (MFR 7/2009), Thai Institute of Directors Association (IOD) • Monitoring Fraud Risk Management (MFM 1/2009), Thai Institute of Directors Association (IOD) • Board and Director Performance Evaluation (R-WS workshop 2/2008), Thai Institute of Directors Association (IOD) Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
234 KIATNAKIN BANK
Annual Report 2011
• Monitoring the Internal Audit Function (MIA 1/2007), Thai Institute of Directors Association (IOD) • Audit Committee Program (ACP 17/2007), Thai Institute of Directors Association (IOD) • Role of the Compensation Committee (RCC 1/2006), Thai Institute of Directors Association (IOD) • DCP Refresher Course (3/2006), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 9/2001), Thai Institute of Directors Association (IOD) KK Shareholding* : 10,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011-Present 2007-Present 2006-Present 2005-Present
Chairman of the Compliance and Governance Committee, Kiatnakin Bank Public Company Limited Member of the Audit Committee, Kiatnakin Bank Public Company Limited Member of the Nomination and Remuneration Committee, Kiatnakin Bank Public Company Limited Independent Director, Kiatnakin Bank Public Company Limited
Mr.Pravit Varutbangkul
Age : 64 years
Position : Independent Director, Member of the Audit Committee, and Member of the Compliance and Governance Committee
Education :
• Master of Business Administration (Operations Research and General), University of Santa Clara, Santa Clara, California, U.S.A. • Bachelor of Science (Operations Research & Finance), Brigham Young University, Provo, Utah, U.S.A.
Director Training Programs :
• Effective Business Performance Leadership (5/2008), Thai Institute of Directors Association (IOD) • Monitoring Strategy Implementation and Execution (2008), Thai Institute of Directors Association (IOD) • Improving The Quality of Financial Reporting (QFR 5/2007), Thai Institute of Directors Association (IOD) • Audit Committee Program (ACP 16/2007), Thai Institute of Directors Association (IOD) • DCP Refresher Course (3/2006), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 5/2001), Thai Institute of Directors Association (IOD) KK Shareholding* : 280,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years : 2011-Present 2010-Present
Member of the Audit Committee, and Member of the Compliance and Governance Committee, Kiatnakin Bank Public Company Limited Independent Director, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
235
2009-2011 2007-2011 2006-2010
Member of the Audit Committee, Kiatnakin Securities Company Limited Director, Kiatnakin Securities Company Limited Director, Kiatnakin Bank Public Company Limited
Mr.Tanin Chirasoonton
Age : 59 years
Position : Director, and Member of the Compliance and Governance Committee
Education :
• Bachelor of Law, Ramkamhaeng University
Director Training Programs :
• Role of The Nomination and Governance Committee (RGN 1/2011), Thai Institute of Directors Association (IOD) • DCP Refresher Course (5/2007), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 10/2001), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011-Present 2011-Present 2009-Present 2009-2011 2006-2009
Member of the Compliance and Governance Committee, Kiatnakin Bank Public Company Limited Chairman of the Board of Directors, Erawan Law Office Company Limited Director, Kiatnakin Bank Public Company Limited Managing Director, Erawan Law Office Company Limited Independent director, Kiatnakin Bank Public Company Limited
Mr.Suraphol Kulsiri
Age : 59 years
Position : Director, Member of the Nomination and Remuneration Committee, and Member of the Main Credit and Foreclosed Property Committee
Education :
• Bachelor of Business Administration (Marketing), Bangkok University
Director Training Programs :
• Role of the Chairman Program (RCP 23/2010), Thai Institute of Directors Association (IOD) • Successful Formulation and Execution of Strategy (SFE 7/2010), Thai Institute of Directors Association (IOD) • Role of the Compensation Committee (RCC 3/2007), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 13/2001), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : - Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
236 KIATNAKIN BANK
Annual Report 2011
Experiences in the Past 5 Years :
2011-Present 2004-Present 2003-2010 2005-2009 2005-2007 2005-2007
Member of the Main Credit and Foreclosed Property Committee, Kiatnakin Bank Public Company Limited Director and Member of the Nomination and Remuneration Committee, Kiatnakin Bank Public Company Limited Director and Chairman of the Executive Board, Kiatnakin Securities Company Limited Chairperson of Information Technology Club, Association of Securities Companies Director, The Stock Exchange of Thailand Director, Settrade Company Limited
Mr.Tawatchai Sudtikitpisan
Age : 51 years
Position : Director, Chief Executive Officer and President, Chairman of the Main Credit and Foreclosed Property Committee, Member of The Executive Committee, and Member of the Risk Management Committee
Education :
• Master of Business Administration, University of Texas at Austin, U.S.A. • Master of Science (Electrical Engineering), University of Texas at Austin, U.S.A. • Bachelor of Science (Electrical Engineering), University of Texas at Austin, U.S.A.
Director Training Programs :
• Financial Institutions Governance Program (FGP 3/2011), Thai Institute of Directors Association (IOD) • The Job of the Chief Executive (2007), Singapore Institute of Management (SIM) • Senior Executive Program (2005), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Director Certification Program (DCP 31/2003), Thai Institute of Directors Association (IOD) KK Shareholding* : 100,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011-Present 2011-Present 2011-Present 2006-2011 2005-2010
Director, Chief Executive Officer and President, Chairman of the Main Credit and Foreclosed Property Committee, Member of The Executive Committee, and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited Chairman of the Board of Directors, Kiatnakin Securities Company Limited Chairman of the Board of Directors, Kiatnakin Fund Management Company Limited Director, Kiatnakin Securities Company Limited Director, President, Member of the Executive Committee and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
237
Mr.Pracha Chumnarnkitkosol
Age : 49 years
Position : Director, Member of the Executive Committee, Member of the Risk Management Committee, and Member of the Main Credit and Foreclosed Property Committee
Education :
• Master of Business Administration (Finance), University of Texas Arlington, U.S.A. • Bachelor of Engineering, Chulalongkorn University
Director Training Programs :
• TCLA Executive Development Program (EDP 8/2011), Thai Listed Companies Association • Senior Executive Program (SEP-22) (2008), Sasin Graduate Institute of Business Administration of Chulalongkorn University • EVA : Managing for Value Creation (2006), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Director Certification Program (DCP 75/2006), Thai Institute of Directors Association (IOD) • Risk Management (2005), The Thai Institute of Banking and Finance Association KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011-Present 2006-2011
Director, Member of the Executive Committee, Member of the Risk Management Committee and Member of the Main Credit and Foreclosed Property Committee, Kiatnakin Bank Public Company Limited Director, Head of Risk Management, and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited
Miss Thitinan Wattanavekin
Age : 54 years
Position : Director, Head of Wealth Management, Member of the Executive Committee, and Member of the Risk Management Committee
Education :
• Master of Management, Sasin Graduate Institute of Business Administration of Chulalongkorn University • Bachelor of Public Affairs, University of Southern California, U.S.A.
Director Training Programs :
• Financial Planning for Executive (2012), Thai Professional Finance Academy • Corporate Governance and Social Responsibility (CSR 1/2007), Thai Institute of Directors Association (IOD) • Capital Market for Executives (CMA/2006), Capital Market Academy
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
238 KIATNAKIN BANK
Annual Report 2011
• Board Performance Evaluation (2006), Thai Institute of Directors Association (IOD) • DCP Refresher Course (1/2005), Thai Institute of Directors Association (IOD) • Directors Certification Program (DCP 1/2000), Thai Institute of Directors Association (IOD) KK Shareholding* : 34,782,761 shares Family Relationship with the Executive : Mr. Supol Wattanavekin’s Sister Sister of Mrs. Suwannee Wattanavekin’s Husband
Experiences in the Past 5 Years : 2011-Present 1999-Present 2006-Present 2005-2010
Director, Head of Wealth Management, Member of the Executive Committee, and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited Director, Kiatnakin Securities Company Limited Director, Chai Talay Hotel Company Limited Head of Deposit and Marketing, Member of the Executive Committee, and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
239
Management Team’s Profiles Mr.Tawatchai Sudtikitpisan
Age : 51 years
Mr.Pracha Chumnarnkitkosol
Age : 49 years
Miss Thitinan Wattanavekin
Age : 54 years
Mr.Sarawut Charuchinda
Age : 53 years
Position : Director, Chief Executive Officer and President, Chairman of the Main Credit and Foreclosed Property Committee, and Member of the Risk Management Committee Detail are in page 237 Position : Director, Member of the Risk Management Committee, and Member of the Main Credit and Foreclosed Property Committee Detail are in page 238 Position : Director, Head of Wealth Management, and Member of the Risk Management Committee Detail are in page 238
Position : Head of Debt Restructuring, Member of the Risk Management Committee and Member of the Main Credit and Foreclosed Property Committee
Education :
• Master of Business Administration (Finance), University of Mississippi, U.S.A. • Bachelor of Accountancy (2nd Class Honors), Chulalongkorn University
Director Training Programs :
• Director Certification Program (DCP 31/2003), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years : 2011 - Present 2005 - Present
Managing Director , Erawan Law Office Company Limited Head of Debt Restructuring, Member of the Executive Committee, Member of the Risk Management Committee and Member of the Main Credit and Foreclosed Property Committee, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
240 KIATNAKIN BANK
Annual Report 2011
Mr.Patom Amorndechawat
Age : 54 years
Position : Head of Operations, and Member of the Risk Management Committee
Education :
• Master of Accountancy, Thammasat University • Bachelor of Law, Thammasat University • Bachelor of Accountancy, Chulalongkorn University
Director Training Programs :
• Monitoring of the Quality of Financial Reporting (MFR 13/2011), Thai Institute of Directors Association (IOD) • Monitoring the system of Internal Control and Risk Management (MIR 11/2011), Thai Institute of Directors Association (IOD) • Monitoring the internal Audit Function (MIA 10/2011), Thai Institute of Directors Association (IOD) • Monitoring Fraud Risk Management (MFM 5/2011), Thai Institute of Directors Association (IOD) • Audit Committee Program (ACP 34/2011), Thai Institute of Directors Association (IOD) • Director Certification Program (DCP 121/2009), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years : 2010 - Present 2009 - Present 2007 - Present 2000 - 2007
Member of the Audit Committee, Kiatnakin Securities Company Limited Director, Kiatnakin Securities Company Limited Head of Operations, Member of the Executive Committee, and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited Executive Vice President of Operation and Retail, Bank Thai Public Company Limited
Mr.Chavalit Chindavanig
Age : 48 years
Position : Head of Finance and Budgeting, Head of Strategy and Organization Development and Member of the Risk Management Committee
Education :
• Master of Business Administration, Eastern Michigan University, U.S.A. • Bachelor of Engineering (Mechanical Engineering), Chulalongkorn University
Director Training Programs :
• Monitoring the internal Audit Function (MIA 11/2011), Thai Institute of Directors Association (IOD) • Monitoring Fraud Risk Management (MFM 6/2011), Thai Institute of Directors Association (IOD) • Audit Committee Program (ACP 37/2011), Thai Institute of Directors Association (IOD)
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
241
• TLCA Executive Development Program (EDP 2/2008), Thai Listed Companies Association • Director Certification Program (DCP 76/2006), Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 21/2004), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011 - Present 2011 - Present 2010 - Present 2009 - Present 2009 - Present 2007 - Present
Head of Strategy and Organization Development, Kiatnakin Bank Public Company Limited Director and Member of The Audit Committee, Kiatnakin Fund Management Company Limited Member of The Audit Committee, Kiatnakin Securities Company Limited Director, Kiatnakin Securities Company Limited Director, Erawan Law Office Company Limited Head of Finance and Budgeting, Member of the Executive Committee, and Member of the Risk Management Committee, Kiatnakin Bank Public Company Limited
Miss Nujaree Sithasrivong
Position : Head of Human Resources
Age : 48 years
Education :
• Bachelor of Political Science (Honors), Chulalongkorn University
Director Training Programs :
• Director Certification Program (DCP 151/2011), Thai Institute of Directors Association (IOD) • Role of the Compensation Committee (2007), Thai Institute of Directors Association (IOD) KK Shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2012 - Present Head of Human Resources, Kiatnakin Bank Public Company Limited 2011 - Present Member of the Executive Committee, Kiatnakin Bank Public Company Limited 2005 - Present Executive Vice President, Human Resources, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
242 KIATNAKIN BANK
Annual Report 2011
Mr.Siri Senajak
Position : Head of Retail Banking
Age : 46 years
Education :
• Master of Economics, The University of Michigan, Ann Arbor, USA • Bachelor of Economics, Chulalongkorn University Director Training Programs : - KK shareholding* : - Family Relationship with the Executive : -
Experiences in the Past 5 Years : 2012 - Present 2011 - Present 2007 - Present 2005 - 2007
Head of Retail Banking, Kiatnakin Bank Public Company Limited Member of the Executive Committee, Kiatnakin Bank Public Company Limited Executive Vice President, Retail Lending, Kiatnakin Bank Public Company Limited Senior Vice President, Retail Lending, Kiatnakin Bank Public Company Limited
Mrs.Piradee Chongsiriwanchai Age : 57 years
Position : Executive Vice President, Wealth Management CRM
Education :
• Bachelor of Business Administration (Finance), Dhurakijbundit University
Director Training Programs :
• Director Certification Program (DCP 146/2011), Thai Institute of Directors Association (IOD) KK shareholding* : 10,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011 - Present Member of the Executive Committee, Kiatnakin Bank Public Company Limited 2008 - Present Executive Vice President, Wealth Management, Kiatnakin Bank Public Company Limited 1995 - 2008 Senior Vice President, Deposit and Marketing, Kiatnakin Bank Public Company Limited
Mr.Somkiat Pongjunyakul
Age : 56 years
Position : Executive Vice President, Office of the Directors
Education :
• Master of Science (Computer), Chulalongkorn University • Master of Science (Statistic), National Institute of Development Administration (Nida) • Bachelor of Education (Mathematics), Khon Kaen University Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
243
Director Training Programs :
• Director Certification Program (DCP 151/2011), Thai Institute of Directors Association (IOD) KK shareholding* : 50,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2012 - Present Executive Vice President, Office of the Directors, Kiatnakin Bank Public Company Limited 2011 - Present Member of the Executive Committee, Kiatnakin Bank Public Company Limited 2004 - Present Executive Vice President, Information Technology, Kiatnakin Bank Public Company Limited
Mr.Verasak Tantinikorn
Age : 50 years
Position : Executive Vice President, Region Selling Office - Eastern and Southen Region
Education :
• Master of Public Administration, The National Institute of Development Administration (NIDA) • Bachelor of Law, Ramkhamhaeng University
Director Training Programs :
• Director Certification Program (DCP 151/2011), Thai Institute of Directors Association (IOD) KK shareholding : 8,000 shares Family Relationship with the Executive : -
Experiences in the Past 5 Years :
2011 - Present 2010 - Present 2006 - 2010
Member of the Executive Committee, Kiatnakin Bank Public Company Limited Executive Vice President, Region Selling Office - Eastern and Southen Region, Kiatnakin Bank Public Company Limited Senior Vice President, Retail Lending, Kiatnakin Bank Public Company Limited
Mr.Sathit Bovornsantisuth
Age : 50 years
Position : Executive Vice President, HR Strategic Planning
Education :
• Master of Business Administration (Marketing), The National Institute of Development Administration (NIDA) • Bachelor of Pharmacy, Mahidol University
Director Training Programs :
• Director Certification Program (DCP 151/2011), Thai Institute of Directors Association (IOD)
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
244 KIATNAKIN BANK
Annual Report 2011
KK shareholding : Family Relationship with the Executive : Experiences in the Past 5 Years : 2012 - Present 2011 - Present 2010 - 2012 2009 - 2010 2007 - 2009 2006 - 2007
- -
Executive Vice President, HR Strategic Planning, Kiatnakin Bank Public Company Limited Member of the Executive Committee, Kiatnakin Bank Public Company Limited Executive Vice President, Invesment Planning, Kiatnakin Bank Public Company Limited First Senior Vice President, Agency Marketing Division, Muang Thai Life Assurance Company Limited Executive Vice President, Investment Marketing Department, Kiatnakin Securities Company Limited Executive Vice President, Asset Plus Fund Management
Mrs.Suwannee Wattanavekin
Age : 49 years
Position : Executive Vice President, Asset Management, Debt Restructuring
Education :
• Master of Business Administration, New Hampshire College, New Hampsire, USA • Bachelor of Science in Management, Northeastern University, Boston, USA
Director Training Programs :
• Financial Statements for Directors (FSD 13/2011), Thai Institute of Directors Association (IOD) KK shareholding : - Family Relationship with the Executive : Mr. Supol Wattanavekin’s sister-in-law
Experiences in the Past 5 Years :
2011 - Present 2009 - Present 2006 - 2009
Member of the Executive Committee, Kiatnakin Bank Public Company Limited Executive Vice President, Asset Management, Debt Restructuring, Kiatnakin Bank Public Company Limited Senior Vice President, Asset Management, Debt Restructuring, Kiatnakin Bank Public Company Limited
Mr.Chaiwat Lertvanarin
Age : 53 years
Position : Head of Information Technology
Education :
• Master of Business Administration, Ramkhamhaeng University • Bachelor of Science, Kasetsart University
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
245
Director Training Programs : KK shareholding : Family Relationship with the Executive : Experiences in the Past 5 Years : 2012 - Present 2007 - 2011 2006 - 2011
- - -
Head of Information Technology, Kiatnakin Bank Public Company Limited Vice President, Information Technology, United Overseas Bank (Thai) Public Company Limited Associate Judge, Central Intellectual Property and International Trade Court
Ms.Suree Harnpinijsak
Age : 53 years
Position : Senior Vice President, Accounting Department
Education :
• Master Program in Accountancy, Chulalongkorn University • Master of Political Science, Thammasat University • Bachelor of Accountancy (1st Class Honors), University of the Thai Chamber of Commerce • Diploma in Accounting, Thammasat University • Certified Public Accountant, registration No. 3432 Director Training Programs : - KK shareholding : - Family Relationship with the Executive : -
Experiences in the Past 5 Years : 2005 - Present
Senior Vice President, Kiatnakin Bank Public Company Limited
Note *Including shareholder of a spouse and minor(s), as of December 31, 2011
246 KIATNAKIN BANK
Annual Report 2011
Details of Directors in Subsidiaries Director
Kiatnakin Securities Co., Ltd.
Kiatnakin Fund Management Co., Ltd
1. Mr.Tawatchai Sudtikitpisan
C
D
2. Ms.Thitinan Wattanavekin
D
3. Mr.Patom Amorndechawat
D, AC
4. Mr.Chavalit Chindavanig
D, AC
D, AC
5. Mr.Charnsak Thanataecha
D, MD
D
6. Mr.Pichit Akrathit
D
C
7. Mr.Supakorn Soontornkit
D, MD
8. Mr.Yingyong Nilasena
D, AC
9. Mr.Teerapong Ninvoraskul
Erawan Law Office Co., Ltd.
D
10. Mr.Tarnin Chirasoonton
C
11. Mr.Sarawut Charuchinda
D, MD
C = D = AC = MD =
Chairman Director Audit Committee Managing Director
247
General Information Name of Company Stock Quote Type of Business Number of shares Authorized share capital Issued and fully paid-up share capital Address Company Registration Number
Kiatnakin Bank Public Company Limited “KK� Commercial bank business, Securities business, and Other Related Business under the Financial Institution Business Act, Securities and Exchange Act and other related regulations 634,328,864 Ordinary shares (of Baht 10 Each), with none of preferred stock (As of December 31, 2011) 6,603,288,640 Baht (As of December 31, 2011) 6,343,288,640 Baht (As of December 31, 2011) 12th Floor, Amarin Tower, 500 Ploenchit Road, Lumpini, Pathumwan, Bangkok, Thailand 10330 Telephone 0-2680-3333 Fax 0-2256-9933 Website www.kiatnakin.co.th 0107536000986
Names, Offices, Telephone and Fax Numbers of Referenced Entities
Registrar Thailand Securities Depository Company Limited 62, Stock Exchange of Thailand Building, Rachadapisek Road, Klongtoey, Bangkok, Thailand 10110 Tel: 0-2229-2800 Fax: 0-2359-1259 Authorized Auditor : Mr.Supamitr Techamontrikul Deloitte Touche Tomatsu Jaiyos Auditing Company Limited 25th Floor, Rajanakarn Building, 183 South Sathorn Road, Yannawa, Sathorn, Bangkok, Thailand 10120 Tel: 0-2676-5700 Fax: 0-2676-5757 Legal Adviser : Erawan Law Office Company Limited 12th Floor, K Tower B, 209/1 Sukhumwit 21 Road, KlongToey-Nua, Wattana, Bangkok, Thailand 10110 Tel: 0-2664-1396-7 Fax: 0-2664-2163
248 KIATNAKIN BANK
Annual Report 2011
Capital Structure Securities Information
1) Common Shares and Preferred Shares
1.1) The Bank is a listed company on SET (the Stock Exchange of Thailand) under the stock symbol “KK”. As of December 31, 2011, the total paid-up share capital is 634,328,864 ordinary shares
(of Baht 10 each), such that • Total authorized share capital 6,603,288,640 Baht • Total issued and fully paid-up share capital 6,343,288,640 Baht 1.2) As of December 31, 2011, none of preferred share was issued from the Bank.
2) Debentures
As of December 31, 2011, the debentures’ outstanding of both long-term and short-term totals Baht 17,707 million (referred to the Notes to the financial statements no. 7.18 of consolidated financial statements) as follows: 2.1) Long-term Debentures: Unsecured and unsubordinated THB debentures No.
Symbol
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
KK122A KK123A KK123B KK135A KK123C KK127A KK128A KK129A KK12OA KK12NA KK132A KK186A KK187A KK188A KK18DA KK16DA KK18DB Total
Face Value (Baht Million) 1,000 600 1,000 1,000 320 2,493 500 1,310 2,000 1,300 2,000 650 240 500 625 975 10 16,523
Issue Date 24/02/2010 05/03/2010 12/03/2010 17/03/2010 19/03/2010 28/07/2010 17/08/2010 20/09/2010 14/10/2010 25/11/2010 17/02/2011 01/06/2011 22/07/2011 23/08/2011 02/12/2011 07/12/2011 07/12/2011
Tenor (Year) 2 2 2 3.17 2 2 2 2 2 2 2 7 7 7 7 5 7
Maturity Date 24/02/2012 05/03/2012 12/03/2012 17/05/2013 19/03/2012 28/07/2012 17/08/2012 20/09/2012 14/10/2012 25/11/2012 17/02/2012 01/06/2018 22/07/2018 23/08/2018 02/12/2018 07/12/2016 07/12/2018
Outstanding (Baht Million) 1,000 600 1,000 1,000 320 2,493 500 1,310 2,000 1,300 2,000 650 240 500 625 975 10 16,523
Coupon Rate (% p.a.) 6m. FD+1.00* 2.87 6m. FD+1.00* 3.35 2.90 2.83 2.88 2.85 2.88 2.88 3.45 4.62 5.00 4.80 5.10 5.10 5.05
* Calculated by 6 month-Fixed deposit rate + 1.00% per annum
249
No. 1 2 3 4 5 6 7 8 9 10 11
2.2) Short-term Debentures (maximum of 270 Days): Unsecured and unsubordinated THB debentures Symbol
KK12109A KK12109B KK12109C KK12113A KK12112A KK12202A KK12209A KK12223A KK12309A KK12315A KK12322A Total
Face Value (Baht Million) 48 200 11 50 54 110 110 50 250 170 131 1,184
3) Warrants
Issue Date
30/06/2011 04/07/2012 07/07/2011 14/07/2011 14/07/2011 14/07/2011 05/08/2011 25/08/2011 08/09/2011 15/09/2011 22/09/2011
Tenor (Year) 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5
Maturity Date (Baht Million) 09/01/2012 09/01/2012 09/01/2012 13/01/2012 12/01/2012 02/02/2012 09/02/2012 23/02/2012 09/03/2012 15/03/2012 22/03/2012
Outstanding 48 200 11 50 54 110 110 50 250 170 131 1,184
Coupon Rate (% p.a.) 3.47 3.67 3.67 3.77 3.77 3.77 3.75 3.62 3.62 3.62 3.62
In year 2011, the Bank has only one issued ESOP Warrant No.2 (ESOP-W2) remaining for a further exercise. According to the Annual General Meeting of Shareholders for 2010 approval regarding the issuance of the warrants (ESOP-W2) to purchase new ordinary shares offered to Directors and/or employees of the Bank and/or its subsidiaries, the number of warrant issuance allotment was 25,890,000 units (the initial warrants issuance approved was 26,000,000 units but 110,000 units were cancelled). Therefore, the total number of ordinary shares that was primarily issued to reserve for this warrant exercise was 26,000,000 shares. The exercise date was initiated on 30th of each March, June, September, and December; the first exercise date was on September 30, 2011 and the final exercise will be on June 30, 2015. The swap ratio becomes 1 ESOP-W2: 1 ordinary share with the exercise price at 29.27 Baht each. In year 2011, two ESOPW2 exercises have been placed as follows:
250 KIATNAKIN BANK
Annual Report 2011
Details Exercise date Exercising Holder (Persons) Exercised Warrant (Units) Swapped Ordinary Share (Shares) Remaining Warrant (Units) Remaining Reserved Share (Shares) Receiving Amount from the Exercise (Baht)
Exercise of ESOP-W2 First September 30, 2011 25,890,000 26,000,000 -
Second December 30, 2011 31 319,400 319,400 25,570,600 25,680,600 9,348,838
As a result of the ESOP-W2 exercises, the changes in the Bank’s ordinary shares and paid-up capital have become:
Details Previous Ordinary Share (Shares) New Ordinary Shares (Shares) Fully Paid-Up Capital (Baht)
Exercise of ESOP-W2 First 634,328,864 634,328,864 6,343,288,640
Second 634,328,864 634,648,264* 6,346,482,640*
* The increasing amount of ordinary shares, resulting from the ESOP-W2 exercise, will be trading on January 11, 2012. Then the Bank’s fully paid-up capital will be extended.
251
Kiatnakin Bank holds over 10% of shares in the following juristic persons (As of December 31, 2011) Type of Business
Shareholding (%)
Number of Fully Paid-up Shares (Shares)
Kiatnakin Securities Company Limited 7th Floor, Amarin Tower, 500 Ploenchit Road, Lumpini, Pathumwan, Bangkok, Thailand 10330 Tel: 0-2680-2222 Fax: 0-2680-2233
Securities
99.99
65,000,000.00
Kiatnakin Fund Management Company Limited 4th Floor, Charn Issara Tower 1, 942/135 Rama 4 Road, Suriyawong, Bang Rak, Bangkok, Thailand 10500 Tel: 0-2624-8555 Fax: 0-2624-8599
Asset Management
60.00
30,000,000.00
Erawan Law Office Company Limited 12th Floor, K Tower B, 209/1 Sukhumvit 21 Road, KhlongToey-Nua, Wattana, Bangkok, Thailand 10110 Tel: 0-2664-1396-7 Fax: 0-2664-2163
Legal and Consulting Services
99.93
10,000.00
CMIC Development Company Limited 10th Floor, K Tower, 209/1 Sukhumwit 21 Road, KlongToey-Nua, Wattana, Bangkok, Thailand 10110 Tel: 0-2664-1396-7 Fax: 0-2664-2163
Space Rental Services
80.58
230,000,000.00
BTMU Leasing (Thailand) Company Limited 4th Floor, Harinthorn Tower, 54 Sathorn Nua Road, Silom, Bangrak, Bangkok, Thailand 10500 Tel: 0-2266-3060 Fax: 0-2266-3067
Hire-Purchase and Leasing
10.00
600,000.00
Attakorn Company Limited 456 Petchakasem Road, Amphoe Hat Yai, Songkhla, Thailand 90110 Tel: 0-7436-6034-40 Fax: 0-7423-5819
Hire-Purchase
10.00
800,000.00
Asia Recovery 1 Fund Kasikorn Asset Management Company Limited 6th Floor, Kasikorn Bank Building, 400/22 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok, Thailand 10400 Tel: 0-2673-3999 Fax: 0-2673-3900
Investment Fund*
99.95
35,633,197.47
Asia Recovery 2 Fund Kasikorn Asset Management Company Limited 6th Floor, Kasikorn Bank Building, 400/22 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok, Thailand 10400 Tel: 0-2673-3999 Fax: 0-2673-3900
Investment Fund*
99.59
159,159,528.48
Asia Recovery 3 Fund Kasikorn Asset Management Company Limited 6th Floor, Kasikorn Bank Building, 400/22 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok, Thailand 10400 Tel: 0-2673-3999 Fax: 0-2673-3900
Investment Fund*
99.97
137,158,032.29
Juristic Person Name / Address 1.
2.
3.
4.
5.
6.
7.
8.
9.
252 KIATNAKIN BANK
Annual Report 2011
Type of Business
Shareholding (%)
Number of Fully Paid-up Shares (Shares)
10. Thai Restructuring Fund One Asset Management Limited 24th Floor, Siam Tower (Siam Discovery), 989 Rama 1 Road, Pathumwan, Bangkok, Thailand 10330 Tel: 0-2659-8888 Fax: 0-2659-8860-1
Investment Fund*
98.91
70,570,317.78
11. Asia Recovery Property Fund 1 One Asset Management Limited 24th Floor, Siam Tower (Siam Discovery), 989 Rama 1 Road, Pathumwan, Bangkok, Thailand 10330 Tel: 0-2659-8888 Fax: 0-2659-8860-1
Investment Fund*
99.50
4,381,746.33
12. Asia Recovery Property Fund 3 One Asset Management Limited 24th Floor, Siam Tower (Siam Discovery), 989 Rama 1 Road, Pathumwan, Bangkok, Thailand 10330 Tel: 0-2659-8888 Fax: 0-2659-8860-1
Investment Fund*
98.77
93,340,500.29
13. Krungsri Tuntavee Fund 5 (Previous name: Ayudhya Tuntavee Fund 5) Krungsri Asset Management Company Limited 12th Floor, Ploenchit Tower, 898 Ploenchit Road, Lumpini, Pathumwan, Bangkok, Thailand, 10330 Tel: 0-2657-5757 Fax: 0-2263-0199
Investment Fund*
46.49
5,983,265
14. Bangkok Capital Fund One Asset Management Limited 24th Floor, Siam Tower (Siam Discovery), 989 Rama 1 Road, Pathumwan, Bangkok, Thailand 10330 Tel: 0-2659-8888 Fax: 0-2659-8860-1
Investment Fund*
95.72
36,968,549.75
15. Gamma Capital Fund One Asset Management Limited 24th Floor, Siam Tower (Siam Discovery), 989 Rama 1 Road, Pathumwan, Bangkok, Thailand 10330 Tel: 0-2659-8888 Fax: 0-2659-8860-1
Investment Fund*
94.03
32,488,154.04
Juristic Person Name / Address
Note: *More details presented in the Notes to the Financial Statements on General, No 1
253
Branch Offices Bank Branches : Total of 77 Branches Contact us : KK Contact Center 0-2680-3333 No.
Branch
Address
Fax
47/11 Ngamwongwan Road, Lad Yao, Jatujak Bangkok 10900 1448/4 Crystal Design Center (CDC)(Building J2 Room 108-109), Soi Lat Phrao, Klongjun, Bang Kapi, Bangkok 10240 273/8 Charoen Krung Road, Pom Prap, Pom Prap Sattru Phai, Bangkok 10100 Room no. 2A-C4A, The Mall Thaphra, 2nd Floor, 99 Ratchadaphisek Road, Bukkalo, Thonburi, Bangkok 10600 3522 The Mall Bangkapi Department Store, 2nd Floor, Lat Phrao Road, Khlong Chan, Bangkapi, Bangkok 10240 125/19, Soi Sukhumvit 55, Khlong Tan Nuea, Vadhana, Bangkok 10110 77/7 - 9 Borommaratchachonnani Road, Arun Amarin, Bangkok Noi, Bangkok 10700 493/4 - 6 Linchi Road, Chong Nonsi, Yannawa, Bangkok 10120 1032/7 - 8, Rama IV Road, Thungmahamek, Sathorn, Bangkok 10120 408/4 Phaholyothin Place Building, 1st Floor, Phaholyothin Road, Samsen Nai, Phaya Thai, Bangkok 10400 919/42-43 Petkasem Road, Bang Kae, Bangkok 10160 289 Yaowarat Road, Samphanthawong, Bangkok 10100 43,45,47,49 Ramintra Road, Minburi, Minburi, Bangkok 10510 903 ,905 Srinakarin Road, Suan Luang, Bangkok 10250 78 Trok Captain Bush (Charoen Krung 30), Bangrak, Bangkok 10500 323 United Center Building, 2nd Floor, Silom Road, Silom, Bang Rak, Bangkok 10500 178, 180, 182 Suksawas Road, Bangpakok, Ratburana, Bangkok 10140
0-2562-0017 0-210-22312
209 K Tower, Sukhumvit 21 (Asoke), Khlong Toey Nua, Wattana, Bangkok 10110
0-2664-1454
Bangkok and Perimeter 1 2 3
Kaset-Vibhavadi Crystal Design Center (CDC) Charoen Krung
4
The Mall Thaphra
5
The Mall Bangkapi
6
Thong Lor
7
Pin Klao
8 9
Rama 3 Rama IV
10
Phaholyothin Place
11 12 13 14 15
Petkasem-Kanjanapisek Yaowarat Ramintra Srinakarin Siphaya
16
Silom
17
Suksawas
18
Asoke
254 KIATNAKIN BANK
Annual Report 2011
0-2221-3148 0-2477-7162 0-2704-9110 0-2392-6662 0-2433-8635 0-2287-3230 0-2287-3579 0-2619-0136 0-2454-8657 0-2223-1372 0-2540-4552 0-2320-0623 0-2237-7884 0-2237-1952 0-2428-8798
No.
Branch
Address
Fax
19
Amarin Office (Head Office)
500 Amarin Tower, 11th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330
0-2257-0849
20
Nakhon Pathom
(034) 271-584
21
Nonthaburi
22
Bang Yai
23
Phatum Thani
24
Samut Prakan
25
Suvarnabhumi
26
Samut Sakhon
992/2-3 Petkasem Road, Tambon Huay Jarakae, Amphoe Muang, Nakhon Pathom 73000 68/30-32 Moo 8, Tambon Bangkrasor, Amphoe Muang, Nonthaburi 11000 80/155 Moo 6, Tambon Sao Thong Hin, Amphoe Bang Yai, Nonthaburi 11140 433, 435, 437 Rangsit-Nakhon Nayok Road, Tanbon Prachathipat, Amphoe Thanyaburi, Pathum Thani 12130 89/8-10 Moo 5, Tambon Bang Muang, Amphoe Muang, Samut Prakarn 10270 9/3 Moo 7, King Kaew Road, Tambon Racha Thewa, Amphoe Bangplee, Samut Prakan 10540 1400/98-101, Ekkachai Road, Tambon Mahachai, Amphoe Muang, Samut Sakhon 74000 546 Charoensuk Road, Tambon Nai Muang, Amphoe Muang, Kamphangphet 62000 78/2 - 5 Phahon Yothin Road, Tambon Ban Kluai, Amphoe Muang, Chai Nat 17000 1311/18-21 Moo 10, Tambon Nakornsawan Tok, Amphoe Muang, Nakhon Sawan 60000 100 Moo 1, Tambon Pailing, Amphoe Phranakorn, Sri Ayuthaya 10300 31/79-81 Sa Luang Road, Tambon Nai Mueng, Amphoe Mueang, Phichit 66000 286/10 Pichaisongkram Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok 65000
(055) 722-871
3/48 Samakkeechai Road, Tambon Nai Muang, Amphoe Muang, Petchabun 67000 205 Moo 2, Tambon The Sala, Amphoe Muang, Lop Buri 15000 568/7-9, Paholyothin Road, Tambon Pak Priao, Amphoe Muang, Saraburi 18000 290/3-6 Moo 4 Tambon Sanamchai, Amphoe Muang, Suphan Buri 72000
(056) 712-273
0-2525-3056 0-2903-3600 0-2533-0343 0-2703-2650 0-2738-4773 (034) 837-212
Central 1
Kamphangphet
2
Chai Nat
3
Nakhon Sawan
4
Ayuthaya
5
Phichit
6
Phitsanulok
7
Petchaboon
8 9
Lop Buri Saraburi
10
Suphan Buri
(056) 420-723 (056) 313-655 (035) 235-642 (056) 651-071 (055) 211-687
(036) 626-059 (036) 318-446 (035) 546-277
255
No.
Branch
Address
Fax
102, 102/1-3 Moo 13, Tambon Rob Wieng, Amphoe Muang, Chiang Rai 57000 33 Chiang Mai-Lampang Road, Tambon Chang Phueak, Amphoe Muang, Chiang Mai 50300 68/1 Don Sanam Road, Tambon Wiang, Amphoe Muang, Phayao 56000 162 Yantrakitkosol Road, Tambon Naiwiang, Amphoe Muang, Phrae 54000 142-144 Highaway-lampang-Ngua, Tambon Phra Bat, Amphoe Muang, Lampang 52000 99 Charoen Rat Road, Tambon Nai Muang, Amphoe Lamphun, Lamphun 51000
(053) 719-434
4/1-2-3 Thinanon Road, Tambon Kalasin, Amphoe Muang, Kalasin 46000 9/2 Prachasomosorn Road, Tambon Nai Muang, Ampho Muang, Khon Kaen 40000 31/12-14, Haruthai Road, Tambon Nai Muang, Amphoe Muang, Chaiyaphum 36000 192/1-4 Jomsurongyart Road, Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima 30000 560 Mittraphap Road, Tambon Pak Chong, Amphoe Pak Chong, Nakhon Ratchasima 30130 30/23-25 Thani Road, Tambon Nai Muang, Amphoe Muang, Buriram 77000 50 Pitakphanomket Road, Amphoe Muang, Mukdahan 49000
(043) 821-652
258/3-5 Chaeng Sanit Road, Tambon Nai Muang, Amphoe Muang, Yasothon 35000 49, 49/1-3 Tawapiban Road, Tambon Nai Muang, Amphoe Muang, Roi Et 45000 22/9 Chumsai Road, Tambon Kut Pong, Amphoe Muang, Loei 42000
(045) 720-677
North 1
Chiang Rai
2
Chiang Mai
3
Phayao
4
Phrae
5
Lampang
6
Lamphun
(053) 409-625 (054) 412-762 (054) 522-178 (054) 317-699 (053) 532-659
North East 1
Kalasin
2
Khon Kaen
3
Chaiyaphum
4
Nakhon Ratchasima
5
Pak Chong
6
Buriram
7
Mukdahan
8
Yasothon
9
Roi Et
10
Loei
256 KIATNAKIN BANK
Annual Report 2011
(043) 337-734 (044) 835-677 (044) 260-409 (044) 256-746 (044) 279-293 (044) 620-510 (042) 631-171
(043) 518-163 (042) 830-855
No.
Branch
11
Si Sa Ket
12
Sakhon Nakhon
13
Surin
14
Nong Khai
15
UdonThani
16
Ubon Rachathani
Address
Fax
151 Thepa Road, Tambon Muang Nuea, Amphoe Muang, Si Sa ket 33000 1773/63 Ratpattana Road, Tambon Thatchoengchum, Amphoe Muang, Sakhon Nakhon 47000 6/7 Lak Muang Road, Tambom Nai Muang, Amphoe Muang, Surin 32000 527 - 528 Moo 7, Tambon Nai Mueang, Amphoe Muang, Nong Khai 43000 215/25, 215/27 Udon Dusadee Road, Tambon Mak Keng, Amphoe Muang, Udon Thani 41000 466 Suriyat Road, Tambon Nai Muang, Amphoe Muang, Ubon Rachathani 34000
(045) 623-112
29/1-4 Moo 7, Tambon Chantanimitr, Amphoe Muang, Chantaburi 20000 508, 510 Chachengsao-Bang Pakong Road, Tambon Na Muang, Amphoe Muang, Chachengsao 24000 7/41 Moo 4, Sukhumvit Road, Tambon Huaykapi, Amphoe Muang, Chonburi 20130 120/17-18 Moo 6, Tambon Na Klua, Amphoe Bang Lamung, Chonburi 20150 41/18-20 Prachin Takarm Road, Tambon Nai Muang, Amphoe Muang, Prachin Buri 25000 375/4-7 Sukhumvit Road, Tambon Noenphra, Amphoe Muang, Rayong 21000 330 Suwansorn Road, Tambon Sa Kaeo, Amphoe Muang, Sa Kaeo 27000
(039) 343-615
275/1-2 Saeng Chootoh Road,Tambon baan Nua, Amphoe Muang, Kanchanaburi 71000 222/2 Salacheep Road, Tambon Prachuap Khiri Khan, Amphoe Muang, Prachuap Khiri Khan 77000
(034) 620-646
(042) 733-005 (044) 535-031 (042) 460-151 (042) 223-242 (045) 209-258
East 1
Chantaburi
2
Chachengsao
3
Chonburi
4
Pattaya
5
Prachin Buri
6
Rayong
7
Sa Kaeo
(038) 516-106 (038) 384-950 (038) 489-162 (037) 217-582 (038) 808-095 (037) 241-993
West 1
Kanchanaburi
2
Prachuap Khiri Khan
(032) 551-085
257
No.
Branch
3
Hua Hin
4
Phetchaburi
5
Ratchaburi
Address
Fax
60/27-28 Moo Ban Bor Fai, Tambon Hua Hin, Amphoe Hua Hin, Prachuab Kirikun 77110 132/8-10 Moo. 1, Tambon Tonmamuang, Amphoe Muang, Phetchaburi 76000 286/25-28 Srisuriyawong Road, Tambon Nai Muang, Amphoe Muang, Ratchaburi 70000
(032) 547-660
254, 254/1, 254/2 Moo 11, Tambon Krabi Noi, Amphoe Muang, Krabi 81000 67/4, 67/5 Krom Luang Chumphon Road, Tambon Tha Taphao, Amphoe Muang, Chumporn 86000 59/12-14 Huay Yod Road, Tambon Thap Thieng, Amphoe Muang , Trang 92000 111, 111/1-4 Pattanakarn kookwang Road, Tambon Klung, Amphoe Muang, Nakhon Si Thammarat 80000 63/714-716 Moo 4 Tambon Vichit, Amphoe Muang, Phuket 83000 20/1 Ratyindee Road, Tambon Hat Yai, Amphoe Hat Yai, Song Khla 90110 22/144-145-146, Raj-Uthit Road, Tambon Talad, Amphoe Muang, Surathani 84000
(075) 663-923
(032) 454-722 (032) 310-391
South 1
Krabi
2
Chumphon
3
Trang
4
Nakhon Si Thammarat
5
Phuket
6
Hat Yai
7
Surathani
(077) 570-509 (075) 223-293 (075) 317-171 (076) 522-310 (074) 343-309 (077) 217-408
Kiatnakin Car Auction Center Contact Us : KK Contact Center 0-2680-3333 No.
Branch
Address
Fax
1
Bang Na-Trat Rd. Km 8
0-2316-2730
2
UdonThani
43/4 Moo 4, Bang Na-Trat Road Km. 8, Tambon Bang Kaeo, Amphoe Bang Phli, Samut Prakan 10540 225 Moo 4, Udon-Nong Bua Lam Phu Road, Tambon Ban Luam, Amphoe Muang, Udon Thani 41000
258 KIATNAKIN BANK
Annual Report 2011
(042) 304-046
Kiatnakin Securities Branches : Total of 12 Branches No.
Branch
Address
Phone
Fax
1093/56 Central City Tower, 12th Floor, BangnaTrad Road, Bangna, Prakanong, Bangkok 10260 500 Amarin Tower, 7th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330
0-2745-6458-66
0-2745-6467
0-2680-2222
0-2680-2889
Bangkok and Perimeter 1
Bangna
2
Head Office
3
Asoke
4
Nonthaburi
5
Samut Sakhon
209 K Tower, 21st Floor, Sukhumvit 21 (Asoke), 0-2680-2900 0-2680-2995 Khlong Toey Nua, Wattana, Bangkok 10110 68/30-32 Moo 8, Tambon Bangkrasor, Amphoe 0-2527-8744 0-2965-4634 Muang, Nonthaburi 11000 1400/98-101, Ekkachai Road, Tambon Mahachai, (034) 837-246-64 (034) 423-565 Amphoe Muang, Samut Sakhon 74000 (034) 837-255
Central 6
Phitsanulok
169/2-3-4 Barommatrirokanard Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok 65000
(055) 243-060
(055) 259-455
Chiang Mai
33 Chiang Mai-Lampang Road, Tambon Chang Phueak, Amphoe Muang, Chiang Mai 50300
(053) 220-751-62 (053) 220-763 (053) 220-765
Khon Kaen
9/2 Prachasomosorn Road, Tambon Nai Muang, Amphoe Muang, Khon Kaen 40000
(043) 337-700-10 (043) 337-721
9
Chonburi
(038) 384-931-43 (038) 384-794
10
Rayong
7/18 Moo 4, Sukhumvit Road, Tambon Huaykapi, Amphoe Muang, Chonburi 20130 125/1 Chantaudom Road, Tambon Chungnuan, Amphoe Muang, Rayong 21000 200 Chulladit Plaza Hat Yai, 4th Floor, Room 414-424, Nipanudhit 3 Road, Tambon Hat Yai, Amphoe Hat Yai, Song Khla 90110 20/1 Ratyindee Road, Tambon Hat Yai, Amphoe Hat Yai, Song Khla 90110
(074) 354-747-51 (074) 239-515
North 7
North East 8 East
(038) 617-477-85 (038) 617-490
South 11
Hat Yai
12
Hat Yai (Mini Branch)
(074) 209-837-40 (074) 209-841
259
Summary of Specified Items per Form 56-2 Report from the Board of Directors.................................................................................................................................................... 16 Report of the Board of Directors’ Responsibility for Financial Statements............................................................................ 132 Report of the Audit Committee......................................................................................................................................................... 101 Report of the Compliance and Governance Committee........................................................................................................... 104 Report of the Nomination and Remuneration Committee......................................................................................................... 103 1. General Information 1.1 Company information......................................................................................................................... 245, 33 1.2 Other companies in which the proportion of shares held is 10% or greater.......................................... 252 1.3 Other references......................................................................................................................................... 245 2. Financial Summary 2.1 Data from financial statements.....................................................................................................................14 2.2 Financial ratios...............................................................................................................................................14 3. Nature of Business 3.1 Business undertaking of the Bank and affiliated companies......................................................................34 3.2 Income structure............................................................................................................................................72 3.3 Major changes in business operations.........................................................................................................16 4. Risk Factors....................................................................................................................................................................................... 56 5. Shareholders and Management 5.1 Shareholders............................................................................................................................................... 106 5.2 Management............................................................................................................................................... 107 5.2.1 Management structure...................................................................................................................... 107 5.2.2 Selection of Board members and management.............................................................................. 108 5.2.3 Remuneration to directors and executives....................................................................................... 119 5.2.4 Corporate governance.........................................................................................................................84 5.2.5 Rules of proper use of insider information...........................................................................................88 5.2.6 Internal control and auditing system...................................................................................................96 5.3 Dividend policy............................................................................................................................................ 126 6. Related Party Transactions......................................................................................................................................................... 130 7. Management Discussion and Analysis...................................................................................................................................... 70 8. Financial Statements 8.1 Consolidated and the Bank’s financial statements................................................................................... 134 8.2 Auditors’ fees.................................................................................................................................................82 9. Industry and Competition.............................................................................................................................................................. 41 10. Factors Affecting Investment Decisions.................................................................................................................................... 127 11. Information on Debentures......................................................................................................................................................... 249
260 KIATNAKIN BANK
Annual Report 2011