stanbic ibtc annual report 2008

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08 Annual Report RC 125097

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Page 1: Stanbic ibtc annual report 2008

08

Annual Report

RC 125097

Page 2: Stanbic ibtc annual report 2008

� �

Being part of a bigger picture is exactly how we see our purpose in the financial services environment.

In such a diverse world, finances are not just about money. They define how communities grow, work together and help connect solid ideas and practical innovations through improved networks.

Our aim is to ensure that our customers are at the centre of our business and reap the reward of our combined strengths. This kind of cause and effect is no puzzle to us at Stanbic IBTC Bank PLC.

We will continue to elevate the bar in real service delivery to all our customers. It is our connections and interlocking abilities that allow us to find the correct solution that really fits. From customers to shareholders to the capability of our people; every piece is essential for our vision.

Overview

Our vision & values 4

Highlights 6

Stanbic IBTC - the group in brief 7

Recognition �0

Standard Bank Group at a glance ��

Business review �4

Chairman’s statement �6

Chief executive’s review �0

Economic review ��

Financial review �5

Executive committee �4

Personal and Business Banking �6

Corporate and Investment Banking 40

- Case study: The Lagos State Bond 44

- Case study: Lekki Concession Company (“LCC”) 46

- Case study: Lafarge Cement WAPCO Nigeria Limited 48

- Case study: MTN Nigeria Communications Limited (MTN Nigeria) 50

Wealth 5�

Corporate governance & risk management 54

Board of directors 56

Corporate governance report 58

Risk management 70

Annual financial statements 84

Directors’ report 86

Audit committee report 9�

Consolidated financial statements 9�

Report of the independent auditor 94

Statement of directors’ responsibilities 95

Statement of significant accounting policies 96

Balance sheet �00

Profit and loss account �0�

Statement of consolidated cash flows �0�

Notes to the consolidated financial statements �04

Statement of value added ���

Five year consolidated financial summary ��4

Other information ��6

Management team ��8

Branch network �4�

www.stanbicibtcbank.com

Contents

Page 3: Stanbic ibtc annual report 2008

4 5

Respecting each other

We have the highest regard

for the dignity of all people.

We respect each other and

what Stanbic IBTC stands for.

We recognise that there are

corresponding obligations

associated with our

individual rights.

Our vision& values

One vision

To be the best financial solutions team - the customer’s choice.

We will deploy our local knowledge and global emerging market expertise to deliver superior value to all our stakeholders,

We will only succeed if we are able to attract, retain, develop and deploy teams of people with energy, passion and skills.

Eight values

Growing our people

We encourage and help our people

to develop to their full potential and

measure our leaders on how well

they grow and challenge the people

they lead.

We, and all aspects of our

work, are interdependent.

We appreciate that, as

teams, we can achieve

much greater things than

as individuals. We value

teams within and across

business units, divisions and

countries.

Working in teamsServing our customers

We do everything in our power

to ensure that we provide our

customers with the products,

services and solutions to suit their

needs, provided that everything

we do for them is based on sound

business principles.

We strive to stay ahead by

anticipating rather than reacting,

but our actions are always

carefully considered.

Delivering to our shareholders

We understand that we earn

the right to exist by providing

appropriate long-term returns

to our shareholders. We try

extremely hard to meet our

various targets and deliver on

our commitments.

Guarding against arrogance

We have confidence in our ability

to achieve ambitious goals and we

celebrate success, but we never

allow ourselves to become arrogant.

Upholding the highest levels of integrity

Our entire business model is

based on trust and integrity as

perceived by our stakeholders,

especially our customers.

Being proactive

Overview

Page 4: Stanbic ibtc annual report 2008

6 7

Stanbic IBTC the group in brief

Stanbic IBTC highlights

Stanbic IBTC bank’s results reflect the resilience of the group amidst continued global financial market turmoil. The strong capital position and healthy liquidity profile has positioned the bank to take advantage of business opportunities in its chosen growth markets.

Subsidiaries

Stanbic IBTC Asset Management Ltd.

Stanbic IBTC Ventures Ltd.

Stanbic IBTC Pension Managers Ltd.

R.B. Resources Ltd.

Stanbic Equities Ltd.

Stanbic Nominees (Nigeria) Ltd.

Overseas correspondent banks

Australia and New Zealand Banking Group

Citibank

Commerzbank

Credit Suisse

Den Norske

Deutsche Bank

HSBC

ING Financial Institutions

Nordea Bank

Standard Bank Group

Standard Chartered

Registered address & head office

Stanbic IBTC Bank PLC

I.B.T.C. Place

Walter Carrington Crescent

P. O. Box 7�707

Victoria Island

Lagos, Nigeria

Telephone: +��4 (�) �7��400

Swift: SBICNGLX

Facsmile: +��4 (�) �6�654�/�

E-Mail: [email protected]

Web: www.stanbicibtcbank.com

114%

Gross revenue growth 32%

Total loan growth

33%Deposit growth

52%

Profit after tax

growth

15%Return on equity

Stanbic IBTC Bank PLC, a member of the Standard Bank Group is a full service universal bank with a clear focus on three main business pillars - Corporate & Investment Banking, Personal & Business Banking and Wealth Management.

The Standard Bank Group, which has a controlling stake of 50.7% in Stanbic IBTC, has been in business for �46 years and is Africa’s largest banking group ranked by assets and earnings.The Stanbic IBTC Bank launch was announced in Lagos on �� March �008, signaling the successful conclusion of the merger.

The launch of the merged entity was a significant step in the evolution of a new era of banking in Nigeria; assuming a leadership role in the transformation of the industry.

Overview

N61.2 billion

Grossrevenue Profit before

tax

Shareholders funds

AAA

Fitch rating

N14.6 billion

N80.7billion

Page 5: Stanbic ibtc annual report 2008

8 9

OverviewA broad-based financial services business

Stanbic IBTC has consolidated its position in Nigeria over the past �8 months as a diversified business with a strong capital position and proven track record. Through focusing on the three key business segments – Corporate & Investment Banking, Personal & Business Banking and Wealth, we have continued to leverage the skills, economies of scale and synergies that come from being part of an international group and our excellent Nigerian pedigree.

Personal & Business Banking (PBB)

Gross revenue

N�4.4 billion

Banking and other financial services

to individual customers and small to

medium sized enterprises.

Wealth

Gross revenue

N9.0 billion

Investment management, pension

fund administration and pension

asset management

Corporate & Investment Banking (CIB)

Gross revenue

N�9.8 billion

Corporate and investment banking

services to larger corporates, financial

institutions and international counter-

parties in Nigeria.

�4%

��%

6�%

CIB

PBB

Wealth

CIB

PBB

Wealth

�%

�4%

7�%

CIB

PBB

Wealth

5�%

�7%

�0%

Gross revenue contribution Total Assets Profit before tax contribution

Page 6: Stanbic ibtc annual report 2008

�0 ��

Recognition

4. Euromoney, African PPP Deal of the year 2008

– Standard Bank Group and Stanbic IBTC Bank PLC served as international arranger and biggest lender for the Lekki – Epe express way project. The project and structured finance team received this award for this groundbreaking project.

Overview

2. This Day Awards 2009, Pension Fund Managers of the Year

– Stanbic IBTC Pensions Managers Ltd has been awarded ‘Pension Fund Managers’ of the year �009. SIPML remains Nigeria’s largest PFA (Pensions Fund Administrator), with over 600,000 retirement savings accounts and retirement assets in excess of N�00 billion under management. SIPML currently pays over N550 million to over ��,000 retirees monthly.

5. Project Finance International, Africa Infrastructure Deal of the year

- the project and structured finance team received this award for the Lekki – Epe express way deal

3. Bank of the Year, ACQ Finance Magazine Global Awards 2009

– The ACQ Finance Magazine Global Awards is an annual event that celebrates the top mergers and acquisitions dealmakers and their transactions. Stanbic IBTC Bank has been awarded ‘Bank of the Year, Africa, �009. Getting an accolade of this value amidst several other notable competitors is a very important nod for Stanbic IBTC.

1. Ai Analyst of the Year, 2009

– Stanbic IBTC was awarded Analyst of the Year �009, for raising awareness about African Capital Market opportunities. The Ai Financial Reporting Awards are the only African Awards that recognise the crucial importance professional financial reporting plays in informing investors and decision makers contemplating investments in Africa. This inaugural, but highly contested Analyst of the Year Award for the Banking Sector, was won by Yemi Kale and Muyiwa Oni of the research department in Stanbic IBTC.

6. 2009 Global Finance Magazine Award for the Best Investment Bank in Nigeria

– this award was in recognition of Stanbic IBTC’s market share, number of deals as well as innovation in the Investment Banking Industry.

7. 2008 Nigeria Investment Banking League Award for Best Private Equity Deal in Nigeria

– this award was in respect of the $550 million Private Placement by Starcomms Plc. Stanbic IBTC Bank PLC acted as a Joint Issuing House to the Placement.

Page 7: Stanbic ibtc annual report 2008

�� ��

Standard Bank Group at a glance

�� ��

Overview

* MarketcapitalisationR127billion(US$14billion)

* TotalassetsR1.5trillion(US$162billion)

* Operatingin17Africancountriesand16countriesoutsideAfrica

* 50,321employees(1941inNigeria)

* 1,106branches(62inNigeria)

* 5,174ATMs(68inNigeria)

Branches in Nigeria

Lagos Island - �4 South South - 8

Lagos Mainland - �� North West - 6

South West - 7 FCT Abuja - 5

South East - 5 North East - 5

ATM

Lagos Island - �0 South South - 7

Lagos Mainland - �� North West - 6

South West - 9 FCT Abuja - 6

South East - 4 North East - 5

Page 8: Stanbic ibtc annual report 2008

�4 �5

Business review

�5

• Chairman’s statement

• Chief executive’s review

• Economic review

• Financial review

• Executive committee

• Personal and Business Banking

• Corporate and Investment Banking

• Case studies:

* The Lagos State Bond

* Lekki Concession Company

* Lafarge Cement WAPCO Nigeria Limited

* MTN Nigeria Communications Limited

• Wealth

Business review

Page 9: Stanbic ibtc annual report 2008

�6 �7

It gives me great pleasure to preside over this 20th Annual General Meeting of our bank

(AGM), which is coming shortly after we marked our 20th anniversary as a legal entity on

2 February 2009. It is particularly pleasing for me to be able to stand before you today to

confirm unequivocally that, unlike many other financial institutions around the globe, Stanbic

IBTC Bank remains in very sound financial shape. This is in spite of the twin effects of the global

financial crisis which has ravaged several leading financial institutions and the economic recession,

which is eroding income per capita in several leading economies. Stanbic IBTC Bank has retained its

triple A (AAA) rating from Fitch.

Our parent, the Standard Bank Group (“SBG”) achieved satisfactory results in 2008, reflecting the

diversification and resilience of their businesses amidst continued global financial market turmoil.

The capital injection from Industrial and Commercial Bank of China (ICBC) in March 2008 helped

to ensure that SBG’s capital position remained strong. SBG’s liquidity profile remains healthy with

liquidity management practices rigorously applied within a liquidity management framework. SBG’s

vision of growing a full service, emerging markets financial organisation is unchanged and SBG

continues to seek organic and acquisitive growth opportunities in Africa and other chosen markets

which would enhance our own opportunities to service our customers wherever they operate. SBG

remains committed to Nigeria.

It is perhaps pertinent to emphasise that at Stanbic IBTC Bank we learnt several important

lessons along the way in 2008. In my opinion, the single most important lesson is that we

must continually uphold all those good habits, discipline and rigour that enabled us to

speedily put up our “defences” even at the risk of being branded alarmists. Our board

and management team were unanimous in recognising, relatively early, that what we were

facing in 2008 was a global financial crisis of epic proportions.

The accompanying credit crunch and de-leveraging led to falling asset values across

several asset classes around the globe, including equities quoted on The Nigerian Stock

Exchange (NSE). Commodity prices also collapsed very rapidly in some cases. Indeed,

the severe and rapid fall in crude oil prices (a key determinant of Nigeria’s total export

earnings) in the second half of 2008, from $147 a barrel to close to $40 a barrel, took

Nigeria from an unprecedented boom into a period of severe belt-tightening in the space

of a few months.

The financial markets in Nigeria experienced significant volatility. In the first half of the year,

on the back of an exceptional stock market performance in 2007 (The Nigerian Stock Exchange

All Share Index gained 74% in 2007) and supported by a strong naira and growing foreign

exchange reserves, the market was down by only 4% at 30th June 2008, an excellent return

compared to the turmoil that was being experienced in other developed and emerging markets. With

the benefit of hindsight it is easy to see that the high oil prices (surging towards $150 per barrel)

and the ‘intervention’ of sovereign wealth funds in the financial crisis in the more developed markets

helped mask the underlying weakness of the Nigerian market, especially the slower growth and high

valuations, and encouraged the feeling of insulation from the world financial crises.

The reality was that Nigeria was in fact not immune to the global financial problems as shown in the

second half of the year. The market slowdown of the second quarter turned to a full scale crash as

oil prices reversed sharply; foreign investors scrambled to exit the markets as their domestic liquidity

crises deepened and the local financial markets witnessed their own share of liquidity squeeze. The

impact was significant as the first half performance turned to second half blues and the market lost

over 61% of its value from its all time high during the year and was down 45% for the year.

Chairman’s statement

“Stanbic IBTC Bank PLC remains in very sound financial shape. This is in spite of the twin effects of the global financial crisis which has ravaged several leading financial institutions and the economic recession, which is eroding income per capita in several leading economies. Stanbic IBTC Bank has retained its triple A (AAA) rating from Fitch”

�6

Business review

Page 10: Stanbic ibtc annual report 2008

�8 �9

Chairman’s statement

Our bank participated in providing margin lending facilities to

clients who were purchasing equities on the NSE. However, internal

concentration guidelines, and a reduced risk appetite for this type of

product stemming from the falling equity markets across the globe,

resulted in a gradual reduction in our exposure to margin facilities

from the first quarter of �008. Unfortunately, due to the sharp

decline in the stock prices during the last quarter of �008, a number

of borrowers were unable to keep up with the contractual margin

requirements and thus, as a result of the strict application of the terms

of these facilities, forced sales of these equities became necessary.

Not withstanding our meticulous monitoring of these facilities, we

sustained some losses, largely as a result of the NSE’s unexpected

rule change via the sudden introduction of a more severe “circuit

breaker”, which operated for a few months in the second half of �008

and did not allow share prices to fall by more than �% a day.

In this atmosphere, several equities became unsaleable because

the market felt they were overpriced but the stock prices were not

allowed to speedily adjust downwards. We therefore witnessed a

sustained erosion of the agreed margins, whilst being unable to trade

significant volumes of equities. The circuit breaker was reinstated

to the historical 5% level by the NSE in late �008 which resulted

in an increase in volumes to allow for the execution of a number of

outstanding trades. Given the severity of the downturn by year end,

a portion of our loan book reflected collateral shortfalls. To ensure

that we complied with our historical accounting policies, which

remain unaltered, it necessitated a N�.6 billion loan loss provision

linked specifically to margin lending facilities. Our gross outstanding

balance as at �� December �008 for margin lending was down to

N8.�0 billion.

Accordingly, the financial statements which are being put before

shareholders today for approval, have been prepared on the same

conservative basis that our bank group has always utilised and after

adjusting for the full impact of all known loan losses. The results are

pleasing because they were achieved against a backdrop of severe

financial turmoil.

Income statement

Gross earnings increased from N�8.65 billion in the 9-month period

ended �� December �007 to N6�.�4 billion for the year ended

�� December �008. The ��4% increase in Stanbic IBTC and its

subsidiaries (“the group”) gross income is extremely pleasing and also

demonstrates some of the immediate benefits of the merger with the

Standard Bank Group. As part of gross income, non-interest revenue

recorded an impressive increase of 57% from N��.88 billion in the

9-month period ended �� December �007 to N�0.�7 billion for the

year ended �� December �008, stemming mainly from significant

capital market transactions and activities during the first half of the

year. The group’s net interest income increased correspondingly

by ���% from N9.60 billion to N��.�7 billion. The net interest

increases are a result of transactional volume increases and an

expanding customer base.

The group’s operating expenses similarly increased by �4�% from

N9.44 billion to N��.98 billion in the corresponding period. The

significant cost increase is a result of the groups continued investment

in infrastructure and skills in order to build a base for sustainable

future growth, and this is expected to continue in �009 as we

prepare a scalable platform. In addition cognisance must be taken of

the fact that the previous financial year had nine months.

A provision of N5.0� billion for loan and other asset impairments

resulted in the group profit before tax amounting to N�4.6� billion,

which is a ��% increase over the N�0.99 billion profit before tax for

the nine months ended �� December �007. Group profit after tax

and minority interest increased by 5�% from N7.58 billion in the nine

month period ended �� December �007 to N��.56 billion for the

year ended �� December �008.

Balance Sheet

The Group’s total assets grew by ��% from N��5.�� billion as at

�� December �007 to N�5�.�5 billion as at �� December �008; while

the total liabilities grew by ��% in the same period from N��9.09

billion to N�69.88 billion. Shareholders’ funds grew by 7% from

N75.57 billion to N80.67 billion. The change in shareholders’ funds

merely represents the undistributed portion of the current year’s

profits.

The loans and advances portfolio has been conservatively and well

provided against. At �� December �008 the total non - performing

loan (NPL) book amounted to N�5.54 billion representing �4% of the

total loans and advances. Against this book are specific provisions of

N9.4� billion representing 6�% of the NPL’s.

Your directors have recommended a dividend payout of 40 kobo per

ordinary share of 50 kobo, amounting to N7.50 billion which is 60%

higher than the dividend of �5 kobo paid last year for the nine month

period ended �� December �007.

Shareholders will recall that at an extra-ordinary general meeting

held on �4 February �009 they approved, subject to the approval

of the Federal High Court, the write off of the losses that arose

from the reinstatement and impairment of the goodwill attributable

to our �005 and �007 mergers, which was previously written off

directly against shareholders funds (capital) and is now required to

be impaired through the profit and loss account. The reinstatement

and impairment was done in accordance with the Nigerian Accounting

Standard on Business Combinations (SAS �6). It should be noted that

this change did not impact total shareholders funds.

During the course of �008, two new directors were appointed to

the board of directors. The directors in question are Dr Alewyn

Burger and Mr Rahtan Mahtani. Their appointments will be tabled

for approval at this meeting. Mr Bond resigned from the board on

account of his redeployment to China by the Standard Bank Group.

We thank Mr Craig Bond for his immense contribution to our bank

while he served on the board.

In accordance with Article 8� of the Bank’s Memorandum and

Articles of Association, six directors – Mr Ahmed Dasuki, Mrs Sola

David-Borha, Mrs Ifeoma Esiri, Mr Ben Kruger, Mr Bhagwan Mahtani

and Ms Marna Roets are retiring today as directors and, being

eligible, are offering themselves for re-election.

Later in the meeting, we will also be required to vote on nominations

received in relation to our audit committee.

As a group we are committed to upholding the highest levels of

corporate governance and have implemented a comprehensive

governance framework. Full details of this framework are provided

elsewhere in this annual report.

We are making significant investments in recruiting, retaining and

managing highly talented people as this is a critical success factor

in maintaining a competitive advantage. We believe that to be an

employer of choice, a total value proposition to our staff needs to

be considered. In this regard training, and in particular leadership

development, has become a key differentiating factor for your

bank. Amongst other forms of exposure and learning, the Standard

Bank Group’s Global Leadership Centre (GLC) situated in South

Africa plays an important role in developing excellence among our

executive and senior management. The GLC offers internationally

designed management development programmes aligned to global

best practice and the group’s values and strategy.

We also launched the Stanbic IBTC Bank training centre situated in

Ikeja, which opened on �� August �008. The training centre can

accommodate 90 learners across four classrooms. A total of 646

staff, participating in �,��8 learning interventions, have passed

through the centre since inauguration.

During �008 we continued to donate funds towards various

organisations. For �009, as part of our corporate social responsibilities,

we will be focusing particularly on the health and education sectors.

The outlook for global economic growth has deteriorated significantly

in the past six months. Dislocations in developed financial markets

have inevitably had a knock-on effect in developing markets and

Nigeria has not been immune. Growth rates are expected to slow

in �009.

In this regard a number of temporary measures were put in place

by the Central Bank of Nigeria (“CBN”) to stabilise and protect

the Nigerian economy. To stem the rapid decline in the naira from

N��7:�US$ to a high of N�50 in the first quarter of �009, tighter

controls over foreign currency trading were instituted. These primarily

made the CBN the primary buyer and seller of foreign currency

effectively closing down the interbank currency market, significantly

reducing the allowed net open position held by banks and limiting the

spread/margin allowed on foreign currency transactions. In addition,

in an effort to limit upward pressure on interest rate stemming from

tighter liquidity in the market, maximum deposit and lending rates of

�5% and ��% respectively were also introduced in the first quarter

of �009. We are pleased to note that all of these “extreme” measures

have subsequently been relaxed.

The outlook for global economic growth deteriorated significantly

in the latter part of �008 and early part of �009. Dislocations in

developed financial markets have inevitably had a knock-on effect

in developing markets and Nigeria has not been immune thereto,

particularly given the importance of oil revenues. Growth rates are

expected to slow in �009. Trading conditions will continue to be

tough, largely impacting our businesses that are directly or indirectly

dependent on the capital market, at the same time the market

is expected to remain extremely competitive. These operating

conditions will create both risks and opportunities across the group’s

diverse financial services operations. The board is confident that with

our skilled and passionate people and highly disciplined approach to

risk management, the group is well positioned. Our focus will however

remain on prudent risk management and the preservation of liquidity

and capital.

Finally, I would like to thank all the clients, shareholders and staff

who have continued to stand with our institution during a very trying

period of considerable financial turmoil.

ATEDO N.A. PETERSIDE OON

CHAIRMAN

Business review

Page 11: Stanbic ibtc annual report 2008

�0 ��

It is a pleasure to report on the first full trading year as a merged entity.

2008 for Nigeria was a year characterized by mixed fortunes. The early part of the year saw

a continuation of the growth trend of 2007 across most sectors of the economy, while the

second half of the year saw the impacts of a sharply lower capital market and the global financial

crisis taking hold. Stanbic IBTCs’ performance for 2008 in many ways mirrors that of the macro

environment. However, overall we are pleased with the banks financial performance for 2008.

You will find included herein a number of reports outlining individual business unit performances.

As one might expect certain of the businesses found the environment considerably tougher in the

second half, while others continued to make great strides. Notable contributions were made by Global

Markets, Investment Banking, Stock Broking and Pension Managers businesses. We set ourselves

ambitious targets for the banking businesses which in general were not fully achieved. However to

describe this as a failure would not be doing justice to the many individuals who have built a great

platform from which we would hope to see notable returns from in 2009.The launch of our new

Business Online platform in December 2008 is an example thereof.

The Bank made considerable and necessary investments in building capacity and improving the

integrity of systems for today and the future, as well as in People and Infrastructure in general.

While endeavouring to maximize returns from our existing and potential market leading

businesses to compensate therefore, such investments have had a negative impact on

certain efficiency ratios. Such ratios however were broadly in line with expectations.

We are grateful that as an indicator of some key successes, 2008 saw Stanbic IBTC

receiving a number of accolades and awards, including:

• Best Issuing House in Africa-African Bankers Award

• Award of Excellence as Global Custodian in Nigeria

• African PPP Deal of the Year-Lekki-Epe Expressway-Euromoney

• African Infrastructure Deal of the Year-Lekki-Epe Expressway-Project

Finance International

• Best Bond House-Euromoney

• This Day Awards 2009, Pension Fund Managers of the Year

• 2009 Global Finance Magazine Award for the Best Investment Bank in Nigeria

• 2008 Nigeria Investment Banking League Award for Best Private Equity Deal in Nigeria

A big thank you to all our customers and staff without whom none of the above would have

been possible.

�0

Chief executive’s review

2008 for Nigeria was a year characterised by mixed fortunes. The early part of the year saw a continuation of the growth trend of 2007 across most sectors of the economy, while the second half of the year saw the impacts of a sharply lower capital market and the global financial crisis taking hold. Stanbic IBTCs’ performance for 2008 in many ways mirrors that of the macro environment. However, overall we are pleased with the banks financial performance for 2008.

Business review

Page 12: Stanbic ibtc annual report 2008

�� ��

Chief executive’s review

Globally, �008 has demonstrated the value and importance of

a universal banking model, alongside the need for the skills and

disciplines required for effective risk management. The value of

the universal banking model is now far better understood. We are

already such an institution, however continue to strive to achieve a

more balanced contribution from our three core franchises. On the

risk side we have implemented and continuously endeavour to refine

an Enterprisewide Risk Management Framework which we adopted in

line with global and Standard Bank Group best practices.

To all our stakeholders who have assisted in making �008 a reality

– thank you. I particularly would like to thank our Customers, the

executive committee team, my deputy – Sola David-Borha, the

chairman – Atedo Peterside and the board for their commitment,

contribution and invaluable support.

Given that global and domestic markets have contrived to present

a very challenging landscape for �009, we will continue to adopt a

measured approach to short term gains versus long term sustainability.

We however enter the year with a quiet optimism and sense of

anticipation of what could be achieved.

CHRIS NEWSON

CHIEF EXECUTIVE

Stanbic IBTC continues to believe and invest in its People. The

launching of the new brand in March �008, incorporating our core

values, was an important step in ensuring all staff feel part of a new

beginning, understand what it is we stand for and act appropriately

with each other, customers and all stakeholders. Our training and

development drive has received a considerable boost with the

opening of our own training centre in Ikeja - The Blue Academy.

Already we have seen the number of training interventions with our

staff increase dramatically. We also firmly believe that our ability to

develop true leaders will sustain and grow our organisation into the

future. In this regard the ability to leverage off the Standard Banks’

Global Leadership Centre is fantastic. A number of our senior staff

members have already attended courses in Johannesburg.

Critical to our future success will be the ability to ensure that

an appropriate performance based culture prevails in the bank.

Significant effort has gone into designing processes, educating staff

and defining key measures aligned to each function and individual.

Equally part of building the right performance culture is also the

ability to attract and retain great talent – something which is a key

responsibility of all management.

As mentioned in my report last year, we have organized ourselves

around three core business units being Corporate & Investment

Banking, Personal & Business Banking and Wealth. Such a structure

is designed around customer needs and to facilitate our ability to

cross sell and work in teams. We believe that customers and the bank

are starting to extract the benefits there from but a continued focus

thereon remains a priority.

A key aspect of teamwork is the ability to leverage off our parentage,

that being the Standard Bank Group. We continue to strive to ensure

that customers and staff benefit from the value that this relationship

brings. �008 has seen the launching of new localised products, the

building of new business initiatives, the execution of significant

transactions, the building of infrastructure and the acquisition of new

customers as a direct consequence thereof. The recent affirmation by

Fitch of Stanbic IBTCs’ AAA local rating (the only bank in Nigeria to

attain this) is a further tangible benefit of being part of the Standard

Bank Group.

Business reviewEconomic review

Global economic environment

The first half of �008 saw a gradual but managed unwinding of

excess leverage by the international financial system, combined with

a slowdown in developed economies. Financial and real economy

asset prices started to fall sharply, but growth continued to be robust

across all emerging markets.

The strong outlook for growth in these newly established economies,

combined with a lack of alternative asset classes to absorb excessive

global liquidity, led to a rapid rise in commodity prices. In particular,

oil prices rose rapidly to over US$ �00/bbl, and this put further

downward pressure on growth in developed markets.

However, in August �008, a series of correlated shocks hit OECD

financial markets, as underlying problems with mortgage backed

securities caused instability in financial institutions. This in turn led

to the collapse of Lehman Brothers and government intervention to

rescue key financial players such as AIG, with later equity injections

into most large financial institutions. The bankruptcy of Lehman led

to the effective closure of key credit and commercial paper markets.

These financial shocks helped to significantly enhance the slowdown

in OECD growth, and a fall in export demand combined with a freeze

in international lending and a rapid decline in commodity prices have

placed significant downward pressure on growth across all emerging

markets. �009 will see one of the sharpest periods of global slowdown

in the last century.

Impact on commodity prices

In the first half of �008, global commodity prices rose very rapidly due

to a combination of short-term supply constraints and a perception in

the financial markets of continued demand from emerging markets.

Commodity prices became extremely overbought due to a rapid

increase in financial flows into commodity indexes.

The rapid slowdown in the global growth outlook since August

�008, combined with enormous wealth destruction in the financial

markets, led to a swift reversal of this final leg of the commodity

cycle. The price of oil fell from US$ �47/bbl in July �008 to around

US$45/bbl in December. Whilst financial de-leveraging continues and

more negative news on global growth emerges, the price of oil may

fall further, although supply constraints will provide more support to

commodities in general in the second half of �009.

Impact of international capital flows

In the second half of �008, international capital flows dropped

sharply. At the same time, many asset classes around the world sold

off heavily, pushing up yields on investment grade credits to over

�0%. At the same time, banks efforts to delever their balance sheets

led to a contraction in trade financing.

Nigeria felt the effects of these global shifts, with international

credit lines squeezed in the fourth quarter of �008. With relative

yields in the international markets much higher going into �009,

Nigerian banks and corporates will face greater challenges in raising

international financing.

Official foreign exchange assets: CBN reserves and sovereign savings

0

10000

20000

30000

40000

50000

60000

H2:08fH1:08H2:07H1:07H2:06H1:06

US$ m

CBN foreign exchange Reserves

Sovereign Savings

Page 13: Stanbic ibtc annual report 2008

�4 �5

Financial review

Nigerian policy environment

Nigeria’s policy environment continued to reflect the benefits derived

from the last five years of reform in a range of economic policy areas.

Government continued to employ a benchmark budget oil price to

insulate spending from the high levels of volatility in oil price, while oil

savings are being earmarked for key power infrastructure spending.

The local debt markets continued to evolve, with the yield curve

lengthened to twenty years and local government debt also being

developed. The ongoing growth of the Nigerian private pension

industry continues to add investor funds in the market, supporting

liquidity.

The Central Bank of Nigeria (CBN) continued to develop its

frameworks on monetary policy management, moving towards an

interest rate framework based around a single lending (repo) rate,

with open market operations increasingly important for managing

liquidity. Interest rates trended marginally up during the first half of

the year as the CBN tightened rates to fight inflation, but have fallen

sharply since September as the CBN allowed more liquidity in part to

offset the impact of the global crisis.

Credit growth and core inflation

-20

0

20

40

60

80

100

Oct’08Apr’08Oct’07Apr’07Oct’06Apr’06Oct’05Apr’05Oct’04Apr’04Oct’03Apr’03Oct’02Mar-02

Broadway Y/Y%CPI EXC FOOD Y/Y%

In the dynamic environment of Nigeria’s growing economy, inflation

management continued to be challenging, with inflation rates rising in

the second half of �008 due to rapid increases in bank lending to the

private sector. This will continue to be a challenge in �009.

Crucially, towards the end of �008, the CBN has also chosen to

reflect the changing macroeconomic fundamentals of lower oil prices

by allowing the naira to depreciate against the US dollar, to ensure

Nigeria remains in external equilibrium. This trend will continue into

the early part of �009 until oil prices recover later in the year.

Real economy developments

The real economy continued to grow rapidly at around 8.5% year-on-

year in �008, as increased government spending helped to support

continued rapid expansion of banking and other service sectors. This

momentum showed in strong corporate earnings across a range of

sectors, in turn ensuring that increased employment continues to

expand the size and potential of the domestic market.

In �009, with prudent fiscal spending based on a US$ 45/bbl oil

price limiting the role of government spending in further expansion,

we expect GDP growth to cool. Still, with strong domestic demand

particularly for services, we expect 5% non-oil economic growth,

which will be above average for emerging markets.

Summary

The first half of �008 saw Nigeria sustain strong economic

performance alongside a strong naira. However, testing global

conditions have since begun to feed through to the local economy

through tighter international credit and a softer oil price, which has

caused the naira to weaken and will lead to lower fiscal spending in

�009. Nonetheless, with very low external debt levels and strong

domestic demand, the economy will remain well positioned to

strengthen again as oil prices rise in the second half of next year.

Business reviewEconomic review

Overview of financial results

The Group posted strong results in the first half of the year, contrasted

by a tougher second half which was characterised by more challenging

local and international markets. Profit after tax grew by 5�% and the

group achieved an after tax return on average equity of �5%. The

relatively high return on equity reflects a continued philosophy to

maximise shareholder returns by engaging in profitable business

relationships (quality) without an undue focus on volumes or short

term gains while still investing for the future.

The tougher trading conditions and decreased liquidity in the second

half of the year adversely affected the business segments that derive

their revenue primarily from capital market activities. The impacted

business segments are:

• Asset management

• Stockbroking

• Corporate finance due to limited capital raising opportunities

• Custody services

Despite the tougher trading conditions, the group continued to grow

transactional banking and foreign exchange volumes in the second

half of the year.

Return on equity

Return on equity (profit before tax) �9% �9%

Return on equity (profit after tax) �5% �4%

�007

During the year the bank made considerable and necessary investments

in people and infrastructure. As part of our focus on talent, we

invested in recruiting skilled people. Furthermore, we concentrated

on building the capacity and integrity of our platforms, risk systems

and businesses for today and for future growth. Such investment has

had a negative impact on certain of the banks’ efficiency ratios and is

set to continue during the coming year.

Economic factors impacting the results

Globally, the systemic credit and liquidity crisis deepened as

interbank and wholesale funding markets stalled in the wake of fading

confidence amongst financial institutions. Significant deleveraging

followed as financial institutions realised assets to cover liquidity

shortfalls, resulting in dramatic repricing. The lack of liquidity and the

dramatically reduced risk appetite severely limited both the ability and

willingness of global financial institutions to finance normal corporate

requirements, bringing about a slowdown in market activity and a

collapse in commodity prices. This market turmoil and consequent loss

of confidence resulted in investors withdrawing funds from emerging

markets and currencies devalued significantly.

On the back of rising inflation in the second half of �008 and reduced

liquidity, lending rates increased. The bank’s prime lending rate had

increased to �0.5% at the end of the December �008.

December’08December’07March’07March’06

Shareholders’ fund (average) ROE (PAT)

Funds

0

10,000

20,000

30,000

40,000

50,000

60,000

70000

80,000

90,000

0%

5%

10%

15%

20%

25%

30%

ROE

�008

Oct’0� Oct’0� Oct’04 Oct’05 Oct’06 Oct’07 Oct’08

Page 14: Stanbic ibtc annual report 2008

�6 �7

Profit and loss analysis

0

10

20

30

40

50

60

70

80

Dec’08Dec’07Mar’07Mar’06

Earnings per share (Kobo)

Net interest income

Interest income 40,97�,�7� �5,77�,0�8 �60%

Interest expense (�8,6��,�00) (6,�70,948) �0�%

Net interest income ��,�6�,07� 9,60�,070 ���%

Growth in net interest income of ���% was supported by strong

growth in all asset classes coupled with wider interest margins due to

rising interest rates. Significant growth areas were commercial paper,

medium term advances and infrastructure financing to corporate

customers. Net interest margin (“NIM”) was 6.04% compared to

the prior year of 5.79%. The improvement in NIM was largely due

to the endowment impact of higher interest rates on shareholder‘s

funds and the growth in transactional deposits in Personal & Business

Banking coupled with higher lending rates.

Financial review

Net interest income and net interest margin

CAGR (�006-�008) 66%

Non-interest revenue

Net fees and commission increased significantly by 65%. Strong

growth in fee income was experienced in all major product categories

supported by strong investment banking flows, significant volume

increases within our asset management and stockbroking businesses

and growth in transactional banking volumes.

Fee and commissions �4,995,807 9,088,6�4 65%

Trading revenue 4,��5,4�� �,990,�70 �07%

Other revenue �,�55,90� �,800,0�4 (�6%)

Non interest income �0,�67,�4� ��,879,0�8 57%

Trading revenue grew significantly by �07%. An excellent trading

performance was achieved in foreign exchange and debt capital

markets. Foreign exchange trading revenue improved significantly on

the back of increased customer flows, the repatriation of investments

by foreign investors in response to the global financial crisis and

increased volatility. Debt capital market trading posted strong results

in the first half of the year but this was not sustained in the second

half due to the reduced liquidity and investment flows in the market,

both locally and offshore.

Decline in other income by �6% resulted mainly from the non-

recurrence of substantial gains from the sale of property and equity

investments in the prior period.

Business review

Year ended�� Dec �008

9 months ended �� Dec �007 Change

N 000’s

Mar’06 Mar’07 Dec’07 Dec’08

0

5,000

10,000

15,000

20,000

25,000

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

Net Interest income Margin before impairment charges

Margin after impairment charges

N’mn

Year ended�� Dec �008

9 months ended �� Dec �007

ChangeN 000’s

Composition of non interest revenue

CAGR (�006-�008) 7�%

Non interest revenue

Mar’06 Mar’07 Dec’07 Dec’08

Fees & Commission Trading income Other income

N’mn

0

5,000

10,000

15,000

20,000

25,000

Mar’06 Mar’07 Dec’07 Dec’08

Non-interest revenue Percentage of total revenue

0

5,000

10,000

15,000

20,000

25,000

0%

10%

20%

30%

40%

50%

60%

70%

N’mn

Credit impairment charges

Specific provisions 4,540,86� �,68�,9�� �70%

General provisions 478,974 �6�,770 ��%

Total 5,0�9,8�5 �,04�,68� �46%

The �46% increase in credit impairment charges is due to our continued

prudent provisioning policy in light of deteriorating economic

conditions. As a function of the depreciating currency, rapid fall in

oil prices and general predictions for slow growth in Nigeria, we have

taken a prudent stance in classifying potential exposures in sectors

that are likely to be affected; coupled with additional provisioning in

respect of margin facilities as a consequence of declining share prices.

A N�.6 billion loan loss provision specifically for margin facilities was

raised during the year. Consequently the credit loss ratio deteriorated

from �.5% to 5.�% The group has not modified its provisioning policy

and continues to impair assets using the same principles it used in the

previous years.

The group’s gross exposure to margin loans continues to be prudently

managed, and as at �� December �008 the gross margin lending

book at N8.� billion represents 8% of the gross loan book.

Credit impairment charges

�� months ended�� Dec �008

9 months ended �� Dec �007

ChangeN 000’s

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

Mar’06 Mar’07 Dec’07 Dec’08

Credit impairment charges on NPLs Credit loss ratio

Credit impairment charges on PLs

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

N millions

Earnings per share (Kobo)

Page 15: Stanbic ibtc annual report 2008

�8 �9

Non-performing loans (NPL) increased by �9% to N�5.5billion which

represents �4% of the gross loan book an increase from ��% in �007.

The marginal increase is a reflection of the increased inherent risk

partly offset by our comprehensive risk management framework and

prudent provisioning policies. The group continues to hold adequate

credit provision. Provision adequacy after taking into account the net

present value (NPV) of security held stands at �88%. The group has

not modified its provision policy and continues to impair assets using

the same principles it used in previous years.

Total deposits and current accounts increased by ��% to N95 billion.

Customer liabilities increased following the growth in our demand

deposit customer base and increased term funding as we continued

to structure products and facilities to attract term funding from a very

competitive market.

Liquidity

Liquidity conditions in international money markets and debt capital

markets tightened considerably during �008, and ongoing risk

aversion of investors remains evident. In response to the adverse

market conditions, heightened focus was placed on the frequency

and rigour of the application of prudent practices within the bank’s

liquidity management framework. Surplus liquidity buffers, comprising

unencumbered and readily available marketable assets, amounted to

N�04 billion as at �� December �008. Further information on the

group’s liquidity management is contained in the risk management

section starting on page 70.

Operating expense

Operating expenses increased significantly by �4�%, comprising

��4% growth in staff costs and �64% in other operating expenses

respectively. On an annualised basis operating expenses increased by

68%. The cost-to-income ratio deteriorated from 4�% to 54%. This

was a year in which the two legacy banks integrated their systems,

operations and brands and therefore incurred significant one-off

expenses. Excluding the effect of non-recurring integration costs

incurred in �008, operating expenses grew by �06% and the cost to

income ratio was 48%.

Staff costs �0,8�4,8�0 4,84�,��0 ��4%

Auditor’s remuneration ��0,000 88,870 46%

Communication �59,89� �5�,648 ��6%

Depreciation �,4��,��� 77�,��6 86%

Information technology 8�4,60� �54,009 ���%

Marketing expenses 460,765 46�,�88 0%

Premises 756,�00 8��,50� -8%

Training, travel

& accomodation �,�4�,794 �00,�44 �47%

Other 4,�58,7�4 �,65�,060 �5�%

Total other operating

Expenses 9,467,09� 4,60�,057 �06%

Integration costs �,680,56� – n/a

Total operating expeses ��,98�,484 9,444,�77 �4�%

Variable remuneration as

a % of fixed remuneration 4�% ��% –

Variable remuneration as

a % of total staff costs �8% ��% –

Cost-to-income ratio 54% 4�% –

The significant cost increases are as a result of the group continuing

its investment and growth strategy, and as such, is investing in

infrastructure that is designed to ensure scalability and sustainable

growth in the future. There has been significant investment in the

following:

• IT infrastructure

• IT systems

• Branch network

In addition, in order to improve our service offering and delivery

especially in the personal and business banking market, the staff

headcount increased by 6�% to �94�. The investment is starting to

bear fruit as customer numbers, transactional volumes and service

levels are all increasing.

Balance sheet analysis

Key balance sheet indicators

Loans & advances

to banks ���,59�,�59 79,578,685 40%

Net loans and

advance to customers 98,�98,�7� 79,464,605 �4%

Total loans & advances �09,990.5�� �59,04�,�90 ��%

Deposits & current acc. 95,�40,�75 7�,�90,744 ��%

Shareholders funds 80,665,04� 75,56�,��5 7%

The loans and advances book grew by ��% to N��0 billion, comprising

a 40% growth in loans and advance to banks and a �4% increase

in net loans and advances to customers from N79 billion to N98

billion despite a significant decrease in margin facilities during the

year under review. The increase in customer loans and advances is

primarily attributable to increased utilisation by corporate clients and

sign-on of new clients. Corporate loans and advances grew by 54%

on the back of increased overdrafts, term lending and commercial

paper. Significant projects financed in �008 include the Lekki-Epe

Expressway.

Personal & business banking loans and advances declined by �0%

largely due to a deliberate slow down of margin lending from March

�008, coupled with a further reduction from July �008 in light of the

declining capital market. The decision to restrict this type of facility

was informed by internal concentration guidelines, and a reduced risk

appetite for this type of product stemming partly as a function of the

falling equity markets across the globe and in Nigeria, resulted in a

gradual reduction in our exposure to margin facilities from the first

quarter of �008. Mortgage lending and overdraft balances increased

significantly but were fully offset by the reduction of margin facilities.

N 000s �� Dec �008 �� Dec �007 Change

�� Dec �008 �� Dec �007 Change

Gross loans and advances to customers

Composition of gross loans and advances

Mar’06 Mar’07 Dec’07 Dec’08

Gross loan & advances NPLs

0

20

40

60

80

100

120

N billions

Commercial paper

Medium Term Finance

Margin facilities

Overdrafts

Home Loans

Instalment Sales (VAF)

Commercial paper

Medium Term Finance

Margin facilities

Overdrafts

Home Loans

Instalment Sales (VAF)

33%

28%

4% 2%

25%

8%

Financial review Business review

Year ended 9 months ended

Year ended 9 month ended N’000s

N 000s �008 �007

Marketeable assets 58,�54 8�,657

Short-term foreign currency placements 40,546 �0,657

Total unencumbered marketable assets 98,700 �04,��4

Other readily accessible liquidity 5,500 –

Total unencumbered surplus liquidity �04,�00 �04,��4

Provision adequacy

N’000s balance suspense value (NPV) NPL adequacy

Margin lending �,995 6 �,�89 700 �,67� ��9%

Other balances ��,54� �,�55 6,968 4,��0 7,759 �80%

Total �5,5�8 �,�6� 9,�57 5,0�0 9,4�� �88%

Gross NPL Interest in Security Net Provision Provision

Page 16: Stanbic ibtc annual report 2008

�0 ��

Capital

Total shareholder funds grew by 7% to N8� billion on the back of a

solid financial performance in �008. The bank continues to be well

capitalised. Regulatory capital increased by 4% from N7� billion to

N76 billion during the period under review. Capital adequacy at ��

December �008 was �6% against a regulatory requirement of �0%.

N 000s �008 �007 Growth

Tier I capital 74,797,845 7�,609,�97 �%

Tier II capital �,00�,7�� 5��,85� 96%

Total qualifying capital 75,80�,578 7�,���,050 4%

Risk weighted assets ��0,56�,98� �80,67�,670 �7%

Capital adequacy

Tier I �6% 40%

Total �6% 40%

Proposed dividend

The board of directors has proposed a dividend of 40kobo per

share, amounting to N7,500,000,000 for the �� months ended ��

December �008 on the issued share capital of �8.75billion ordinary

shares, subject to the approval by the shareholders at the next

annual general meeting. This represents an increase of 60% over the

dividend paid for the period ended �� December �007 of �5kobo

per share on the issued share capital of �8.75billion ordinary shares

amounting to N4,687,500,000.

Accounting policies

Basis of preparation

The balance sheet and profit and loss account and specific disclosures

are published in compliance with section �7 (�) of BOFIA Cap B� Laws

of the Federation of Nigeria �004. The information disclosed has been

extracted from the full financial statements of the bank and the group

and cannot be expected to provide as full an understanding of the

financial performance, financial position and financing and investing

activities of the bank and the group as the full financial statements.

Year ended �� Dec �008 Year ended �� Dec �007 Change (%)

Net operating income 4�,6�9,��4 �9,696,�69 44%

Operating expenses (��,98�,484) (��,7��,7�7) 68%

Provision for losses (5,0�9,8�5) (4,098,705) ��%

Profit before tax �4,6�6,895 ��,88�,747 ��%

Taxation (�,6��,465) (�,�79,�04) -�7%

Profit after tax ��,994,4�0 8,704,54� �8%

Minority interest (4�0,�79) (�65,0�4) 6�%

Profit after tax and minority interest ��,564,�5� 8,4�9,5�9 �7%

Key Ratios

Earnings per share (kobo) 64 46 �8%

Cost to income ratio 5�.9% 46.�%

Net interest margin 6.04% 5.56%

Return on equity �5.�% �5.6%

Credit loss ratio 5.�% 5.�%

Financial review

Annualised results

Business review

Changes in accounting policies

The accounting policies are consistent with those adopted in the

previous year except for:

• The adoption of SAS �6 Business Combinations with an effective

date of � January �008 and retrospective application for all

transactions subsequent to � January �005. This new standard

requires that goodwill arising from an acquisition is not amortised but

instead tested for impairment at least annually. The goodwill arising

from the acquisition of Chartered Bank and Stanbic Bank Nigeria has

been reinstated and tested for impairment in accordance with the new

standard. The goodwill arising from the purchase of both Chartered

Bank and Stanbic Bank Nigeria has been found to fully impaired.

Annualised results (unaudited)

The group’s consolidated financial statements are prepared in

accordance with, and comply with generally accepted accounting

practice (GAAP) as issued by the Nigerian Accounting Standards

Board (NASB). However to allow for effective comparison annualised

results have been prepared to take into account the changes the

company has undergone in the recent past.

Following the successful completion of the merger arrangement

between IBTC Chartered Bank and Stanbic Bank Nigeria in September

�007, the group changed its accounting year to �� December with

effect from the �007 year end. This resulted in financial statements

for �007 being prepared for a nine month period. To allow for

effective comparison the �007 financial results shown below have

been annualised. The annualised results were arrived at by summing

the published results for the 9 month period ended �� December

�007 with the group’s published results for the quarter ended ��st

March �007.

Page 17: Stanbic ibtc annual report 2008

�� ��

Financial review Business review

IFRS Results

The Standard Bank Group (‘SBG’) reports its results in accordance with International Financial Reporting Standards (IFRS). Accordingly the

group prepares IFRS results for inclusion in SBG’s results. Below are extracts of the income statement and balance sheet for the year ended ��

December �008 prepared in accordance with IFRS.

The fundamental differences between Nigerian GAAP (NGAAP) and IFRS are:

• NGAAP employs a historical cost convention whereas IFRS employs fair value.

• Credit impairments are calculated based on expected losses (a set percentage based on prudential guidelines) instead of the IFRS

incurred loss methodology with fair value calculations for security

• Under NGAAP revenue on yield instruments is recognised purely on an accrual basis with no mark to market adjustments

Assets

Cash and balances with central banks 9,604,745

Pledged assets �6,876,4�8

Derivative assets 5�8,��4

Trading securities 59,8��,04�

Financial investments �8,4�7,474

Loans and advances ��9,�90,96�

Loans and advances to customers ���,0�4,�0�

Loans and advances to banks �08,�56,86�

Other assets �9,4��,978

Equity investment �,�00

Other intangible assets ���,60�

Property and equipment 8,��9,8��

Total assets �9�,��9,508

Equity and liabilities

Equity 8�,959,�7�

Equity attributable to ordinary shareholders 8�,�59,��7

Ordinary share capital 9,�75,000

Ordinary share premium 84,�0�,797

Reserves (�0,4�9,660)

Minority interest 700,��5

Liabilities �08,�60,��6

Trading liabilities 6�,698,�4�

Deposit and current accounts �47,9��,566

Deposits and current accounts with Customers 90,885,4�4

Deposits and current accounts with Banks 57,048,���

Other liabilities 90,540,067

Current and deferred tax liabilities 7,�88,�6�

Total equity and liabilities �9�,��9,508

Year ended

�� December �008

N 000

Balance Sheet

Income Statement Year ended

�� December �008

N 000

Interest income �8,586,��6

Interest expense (��,698,�69)

Net interest income �5,887,847

Non-interest revenue �7,764,495

Net Fees and commissions revenue �4,4��,���

Fees and commission revenue �4,554,755

Fees and commission expense (���,444)

Trading revenue ��,�50,4��

Other revenue �,�9�,77�

Total income 4�,65�,�4�

Credit impairment charges (�,96�,649)

Credit Impairment charges on non-performing loans (�,���,78�)

Credit Impairment charges on performing loans (7�9,866)

Income after credit impairment charges 40,690,69�

Operating expenses (��,786,9��)

Staff costs (�0,606,86�)

Other operating expenses (��,�80,05�)

Profit before tax �6,90�,780

Page 18: Stanbic ibtc annual report 2008

�4 �5

Executive committee

Kayode SololaDr Demola Sogunle

Obinnia Abajue

�5

Chris Newson (44)Chief executive officer

B.Com CA (SA), CSEP

Oversees all business activities of Stanbic IBTC Bank

South African institute of Chartered Accontants, CIBN

Kandolo Kasongo (53)Head of credit

MBA

Oversees the credit function, application of best practice underwriting principles and subsequent credit management practices to minimise credit losses.

Marna Roets (42)Executive director, Business support

B.Com (Hons) CA (SA)

Oversees and co-ordinated the activites of business support unit heads

South Afrian Institute of Chartered Accountants

Angela Omo-Dare (49)Company secretary and head, legal

LLB, BL, LLM

Oversees and coordinates the company secretariat and legal functions of the bank

CIBN, NBA

Sola David-Borha (48)Deputy managing director; Executive director, Corporate & Investment Banking

B.Sc, MBA

Oversees and co-ordinates the activities of all Business unit heads under CIB

CIBN, NESG, FITC

Isioma Ogodazi (5�)Head of human resources

BA, Post Graduate Diploma

Responsible for setting the strategic people agenda for the bank and providing consulting support for executive management.

Institute of Personel Developmemt UK & Nigeria

Sola David-BorhaChris Newson Marna Roets Jacques Troost Yinka Sanni

Angela Omo-DareIsioma OgodaziKandolo Kasongo

Yinka Sanni (4�)Executive director, Corporate & Investment Banking

BA (Hons), MBA ACS

Co-Head of CIB, responsible for providing oversight for Transactional Products & Services. This includes Institutional and Corporate Banking, Private Client Services, Investor services, Corporate Affairs and Research

CIS, CIBN

Ronald Pfende (37)Chief financial officer (West Africa)

B.Com (Hons), MBL, CA (SA), CA(Z)

Responsible for finance in the West Africa region (Nigeria and Ghana) which encompasses financial control, reporting, planning and management. Also oversees the bank’s tax administration.

South African Institute of Chartered Accountants, Institute of Chartered Accountants of Zimbabwe

Obinnia Abajue (33)Head - wealth group

B.Sc, MBA, FCA

Head of wealth division which includes Stanbic IBTC Pension Managers Limited and Stanbic IBTC Asset Management Limited

ACIB, ACS, – Institute of Chartered Accountants of Nigeria

Kayode Solola (4�)Head of global markets

MBA, ACA

Oversees treasury activities which include foreign currency, money and fixed income trading and asset and liability management

Institute of Chartered Accountants of Nigeria

Jacques Troost (45)Executive director, Personal & Business Banking

B.Com (Hons)

Oversees and coordinates the activities of all business unit heads under PBB

Dr. Demola Sogunle (44)Head, group risk

B.Sc, M.Sc, PhD, MBA

Overseeing the development and implementation of a risk management framework that is consistent with the complexity of the group.

CIBN, MMAN

Business review

Ronald Pfende

Page 19: Stanbic ibtc annual report 2008

�6 �7

0

20000

40000

60000

80000

100000

DecNovOctSepAugJulJunMayAprMarFebJan

Us-on-us Them-on-us Us-on-them

0

30000

60000

90000

120000

150000

DecNovOctSepAugJulJunMayAprMarFebJan

0

10000

20000

30000

40000

50000

60000

70000

80000

DecemberNovemberOctoberSeptemberAugustJulyJuneMayAprilMarchFebruaryJanuary

Monthly SMS notifications

Monthly email notifications

ATM withdrawal transactional volumes per usage type

ATM volumes of all transaction types per month

0

100000

200000

300000

400000

500000

DecemberNovemberOctoberSeptemberAugustJulyJuneMayAprilMarchFebruaryJanuary

Overview

The Personal & Business Banking (“PBB”) division focuses on

personal customers of all income levels and business clients excluding

large corporations, government and institutions. The division provides

products and services to clients through the following channels:

• suites

• branch network

• self service channels (ATM and internet banking).

Products offered include vehicle and assets finance, unsecured

personal loans, bancassurance, mortgage loans, a range of trade

finance products. current accounts, savings accounts and various

investment products.

For PBB �008 was about establishing the necessary base to become

a competitive personal and business banking entity.

Resources were utilised to introduce a proven branch operating

model, determine the strategy for upgrading and expanding the

footprint of both direct and indirect channel, while also ensuring that

branches are correctly positioned from a foot flow, customer reach

and customer experience perspective.

The other key focus was to ensure that basic lending products were

made available while upgrading the current range of liability products

with a view to reactivating the existing client base, penetrating the

mid and upper end of the formal market while improving the service

experience of our clients. As a catalyst to achieving the above,

significant emphasis was placed on the training and development of

our staff and introducing world class people management practices.

During �008 significant investment was made towards upgrading the

communication and information technology infrastructure to ensure

continued availability of services to customers. Dual communications

links were introduced to 5� branches, with the remaining branches

being scheduled for completion during the first half of �009. Uptimes

of branches and ATMs are closely monitored to ensure continued

improvement to the availability.

A detailed review of the PBB concentration in the asset book in the

early part of �008 highlighted an unacceptably high exposure to

margin facilities and in light of global trends a decision was quickly

taken to reduce the bank’s exposure to this product.

Although this decision had a negative impact on the asset book, it

ensured that the bank was not exposed to an undue level of risk. By

December �008 the gross margin lending balance had been reduced

to N8.� billion.

In addition the bank continues to follow its conservative credit

provisioning policy, and an additional N�.6 billion provision was raised

in respect of margin facilities.

In summary, �008 year was about getting the basics right and building

a sound foundation for future growth.

Strategy

Our strategy is to serve both the personal as well as the business

banking client requirements, from the most basic to the most

sophisticated financial service needs, to maintain high standards of

customer service by utilising cost efficient delivery channels while

significantly growing the transactional volumes.

A new branch operating model was introduced, which focuses on an

improved customer service experience and at the same time, providing

a more effective sales platform for our sales and relationship teams.

Where appropriate, processing and back office functions have been

centralised.

At the same time, alternative service channels are also in the process

of being upgraded and rolled out. This will ensure that our clients have

a choice of channel for the delivery of their financial needs including

ATM and internet banking solutions.

The bank continued to invest in its branch and ATM networks

through revamping, relocating, and opening branches, replacing and

introducing additional ATMs.

New products were launched, which include Vehicle and Asset

Finance (VAF), mortgage loans and unsecured personal loans while

transactional, savings and investment products were upgraded.

Business reviewPersonal and

Business Banking

Page 20: Stanbic ibtc annual report 2008

�8 �9

Financial performance

Despite the fact that operating costs grew in absolute terms

due to headcount increases in the distribution network, product

development, VAF fulfilment, customer strategy and direct channels.

This investment in new talent had a positive effect on new customer

acquisitions, customer service experience and increased product take

up by the customers. The investment in the upgrade of our branch and

ATM network also added to the growth in overall operational costs.

Notwithstanding all of this transaction volumes grew at an acceptable

level during �008 which had a positive impact on gross revenues

which increased to N�4.4 billion.

Financial highlights N millions

Gross revenue �4,�78

Total cost �0,0�4

Tax provision 6�8

Profit after tax �,7�5

Net asset ��,486

Looking ahead

In �009 we foresee a more challenging environment due to rising

interest rates, the devaluation of the Naira and reduced government

revenue. These factors will impact consumers and could reduce the

demand for certain banking products.

We want to continue to grow our market share by investing in new

branches and ATMs, while also continuing to upgrade and relocate

existing branches to ensure that they are all well positioned for

increased client activity.

More focus will also be placed on cross sell opportunities to the

current PBB account base and leveraging off corporate relationships

within a framework of operational efficiency.

Further to this, additional channels and products will be introduced

to the current client base while customers in segments previously not

focused on will be catered for by introducing segment specific service

and product types. This will be underpinned by continuous investment

in our staff through training and development opportunities and in

infrastructure.

Personal and Business Banking

Monthly internet banking transaction volumes

Sales volumes

DecemberNovemberOctoberSeptemberAugustJulyJune

0

30000

60000

90000

120000

150000

DecNovOctSepAugJulJunMayAprMarFebJan

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

20000

6591

Business review

Page 21: Stanbic ibtc annual report 2008

40 4�

Corporate and Investment Banking

Overview

Stanbic IBTC’s Corporate & Investment Banking (CIB) division serves

a wide range of local and international corporate and institutional

clients. The services offered include debt and equity advisory,

structured and project finance, trades services, transactional banking

and lending, global markets, custody, private clients services and

private equity funding.

We have built up a strong track record in the past and have further

enhanced our offering with a structure that facilitates client focus.

This will position the bank to participate effectively in growing

Nigerian capital markets and financing infrastructure projects.

Our CIB franchise has evolved in line with the growing sophistication

of clients transactional and financing requirements in Nigeria and

continues to enhance its reputation as one of Nigeria’s leading

investment banks with a number of landmark transactions in �008.

These include:

• The arrangement and co-financing of a N�0 billion senior �5-year

facility for the construction of additional lanes, rehabilitation,

tolling and modernization of the existing 46km Lekki-Epe

expressway by Lekki Concession Company being the first successful

Public Private Partnership (PPP) project in Nigeria.

• Sole issuing house to the private placement of a 9.45% stake

up to US$944.7m by MTN Nigeria Communications Limited.

This is reputed to be one of the largest successful private

placements in the history of the Nigerian Capital Market.

• Joint issuing house to the hybrid offerings of N�98 billion done by

Zenith Bank Plc which was oversubscribed as over N400 billion

was raised.

• US$550 million (N64.�5 billion) private placement of new and

existing shares by Starcomms Plc, the first telecommunications

company to be listed on the Nigerian Stock Exchange.

• Mandated as one of the joint financial advisers / issuing house

to the on-going N�75 billion debt issuance programme by the

Lagos State Government.

Stanbic IBTC remains Nigeria’s pre-eminent investment banking

institution and leading issuing house by transaction value. At the

�008 African Banker Awards, the bank retained the Best Issuing

House award for the second year running. We also won the Best Bond

House in Nigeria at the �008 Euromoney Awards and received a

“Commended” rating for �007/�008 at the Global Custodian Award

for Excellence. In addition, the Lekki-Epe expressway PPP project

earned the bank the African PPP and African Infrastructure Deal of

the Year Awards from Euromoney and Project Finance International

respectively.

Strategy

The year was characterised by taking advantage of the positive

synergies arising from the merger of the Stanbic and IBTC brands.

Given IBTC’s excellent local pedigree as a leading investment bank and

wealth manager in the country and riding upon the strong international

experience and reputation of the Standard Bank Group, we were able

to strengthen our CIB franchise within the local market.

In positioning the bank for a better transactional banking pedigree, we

launched new Business Online (nBOL), an electronic banking solution

which provides access to electronic statements, electronic transaction

initiation, levels of authorisation and enhanced reconciliation of

accounts through an internet-based solution. With this, we are

well placed to partner with the public and private sectors to deploy

electronic payment solutions. This capability will help strengthen our

annuity businesses by improving on deposit collections and Web Pay

transactions.

Our strategy is to consolidate our existing CIB franchise by building

expertise in debt capital markets, infrastructural financing, derivatives,

private equity funding and private client services. Subject to receiving

regulatory approvals, a private equity fund of US$�00 million is being

launched in conjunction with Standard Bank for investment in selected

private companies.

Business review

Page 22: Stanbic ibtc annual report 2008

4� 4�

Corporate and Investment Banking

Looking ahead

We plan to take full advantage of all opportunities offered us by the

current global financial turmoil by strengthening our risk management

capabilities. One of the things the global financial crisis has highlighted

is the importance of an annuity business to a universal banking

franchise. Our primary focus in �009 will be to grow our deposit base

by driving collections and generating more sectoral focused quality

loan assets, ensuring that all risks are priced correctly.

Although revenue will increasingly be under pressure, we intend to

focus on cost management to reduce the strain to the bank’s bottom

line.

Given the unprecedented collapse of the global financial markets,

more focus is aimed at sourcing US dollar funding, capital, liquidity

and credit risk management.

Our strategy is to move to a product neutral operating model before

the end of �009. This will make us customer-centric with relationship

managers who have a sound knowledge of the bank’s products and

services, supported by product specialists to ensure we can service all

the financial needs of our customers.

Business review

CIB is also well placed to maximize our cross border capabilities by

linking potential investors in South Africa, China, Russia and other

emerging markets with Nigerian businesses. We will work with ICBC

China, Standard Bank London and Standard Bank South Africa in

promoting our custodial and trade businesses. We are also at the

forefront of working with key regulators in shaping the regulatory

framework to align with global best practices.

Our Global Markets expertise remains strong, providing a full range of

risk management products, services and structured solutions to our

clients. Our presence in the market is evident in the areas of foreign

exchange and currency risk, fixed income, interest rate management,

money market and securities trading. With this, and our strong

international network, we aim to continue to maximise business

opportunities and minimise risk in such a way that adds value to our

corporate and institutional clientele, most especially in this volatile

global economic situation.

Investments have been made in recruiting highly skilled people, and

we have focused on new products, risk systems to develope scalable

infrastructure. This investment is set to continue during the coming

year.

Financial performance

The events in the global financial market and the Nigerian capital

markets notwithstanding, the combination of our knowledge of the

local market and strong international network and support contributed

positively to our financial performance.

Financial Highlights N millions

Gross revenue �9,7�4

Total cost ��,�4�

Tax provision 6�8

Profit after tax 7,�60

Net asset 56,9�8

Page 23: Stanbic ibtc annual report 2008

44 45

Case study: Lagos State Bond

Stanbic IBTC has worked closely with the Lagos State

Government (“the State ”) over the years to structure

innovative solutions to the State’s long term financing

needs. In 2002, Stanbic IBTC acted as lead issuing and

underwriter to a N15 billion, 7 year redeemable bond

issue, which was the largest public debt issue in the

history of the Nigerian capital markets at that time.

The proceeds of that bond issue, which was recently

completely redeemed by the State, were utilised to

finance various developmental projects embarked

upon by the State at that time.

The Programme

Stanbic IBTC is currently acting as joint issuing house/arranger

and primary dealer to the Lagos State N�75 billion debt issuance

programme (“the programme”), under which the State expects

to issue a series of bonds of varying maturity up to an aggregate

amount of N�75 billion. The programme, which was approved by

the Lagos State Executive Council in January �009, was created to

give the State access to the capital markets as the need arises to

finance various infrastructure initiatives through the issuance of long

term investment vehicles such as bonds, notes and other securities.

These infrastructure initiatives include the construction/upgrade of

roads and bridges, water transportation projects, a rail transportation

systems, environmental projects, housing sector initiatives, health

care initiatives and improvement in the educational system.

Financing

The first issuance under the programme was a N50 billion 5 year

fixed rate bond (Series �) issued by way of a public offering in

January �009. The bond was issued at a fixed rate coupon of ��%

per annum and is the largest state government debt offering ever

undertaken in Nigeria. The proceeds of the bond issue, which was

oversubscribed, will be utilised to finance ongoing infrastructure

projects and refinance loans obtained to make down payments

on these infrastructure projects. The distribution of the issue was

diverse with the majority being placed with financial institutions,

pension funds and asset managers. The issue received an A+ rating

from Agusto & Co, while Lagos State was assigned an AA (national)

and BB- (long term international) rating by Fitch Ratings.

Lagos State

Lagos State was created in May �967 and is Nigeria’s financial,

commercial and industrial nerve centre. At its current growth rate

it is forecast to be the third largest mega city in the world by

�0�5 and is the only state in Nigeria that generates a significant

majority of its revenues internally: the State’s internally generated

revenue currently exceeds �00% of its statutory allocation from

the Federation Account. The State has developed a medium-term

strategy intended to address the issues of accelerated economic

growth and sustainable urban development through both government

initiatives and public-private partnerships. This should result in a

marked increase in productivity, growth and overall development of

the State’s economy, and prepare Lagos State for its emergence as a

internationally-recognised mega city.

Stanbic IBTC will be there to assist the State to achieve its

objectives.

45

Business review

Page 24: Stanbic ibtc annual report 2008

46 47

Case study: Lekki Concession Company (“LCC”)

Lekki Concession Company (“LCC”) – a special

purpose company, has partnered with the

Lagos State Government for construction of the

Lekki-Epe expressway on a build, operate and maintain

agreement. The agreement is for 30 years, after

which the asset will be handed over to the State

Government.

The Programme

Phase � of the project is the upgrading of the first 49.4km of the

Lekki-Epe road. Phase � of the project involves the development

of the first �0km of the coastal road with an option to develop the

southern bypass. Benefits of the project to the population of Lagos

State will be traffic decongestion and a number of services that will be

available on the road such as street lighting, break-down assistance,

an ambulance service and a customer call centre.

The expressway will also have much improved security, and the project

will have spillover effects such as employment creation and increased

real estate values.

Financing

Standard Bank Group alongside the Lekki Concession Company closed

financing for the US$4�6 million (N50.�bn) Lekki-Epe Expressway

PPP on �7th October �008. Standard Bank, South Africa, acted as

co-financial advisor while Standard Bank London and Stanbic IBTC

acted as arranger, underwriter and largest lender to the project.

Funding for the project, which should take three years to complete,

comes from the Lagos State Government which invested US$4�

million (N5 billion) in a twenty year mezzanine debt tranche. The

African Development Bank provided US$85 million (N�0 billion)

senior debt over �5 years. Local lenders, including First Bank of

Nigeria and United Bank for Africa, provided a ��-year note issuance

facility of US$80 million (N9.4 billion). Other banks that partcipated

in this tranche were Zenith Bank, First Inland Bank, Diamond Bank

and Fidelity Bank. The remaining term funding was provided by

Standard Bank London which became the sole arranger of the US$9�

million (N�� billion) �5-year international tranche – underwritten by

Standard Bank London and Stanbic IBTC Bank PLC.

The project represents a milestone as it is the largest PPP deal closed

in Nigeria to date and is the first �5-year tenured financing and

longest tenured cross-currency swap.

Total equity for the deal is US$58.9 million (N6.9� billion) and was

provided by:

• Asset & Resource Management Co Ltd (“ARM”);

• Africa Infrastructure Investment Fund (“AIIF);

• Larue Projects; and

• Hi-Tech Construction.

The debt to equity ratio is 68:��, and the total project value of N50

billion comprises of the senior debt tranche of N30.4 billion, equity

of N6.9 billion, mezzanine debt of N5 billion, and the balance from

other sources including pre-completion revenues.

Business review

Page 25: Stanbic ibtc annual report 2008

48 49

Lafarge Cement WAPCO Nigeria Plc, one of the

largest cement producing companies in Nigeria plans

to increase its production capacity over the next few

years.

To achieve this, the company is embarking upon an

expansion plan which will increase its production by

2.2 million metric tonnes per annum and will also

construct a 70MW captive power plant operated by

natural gas and / or low pour fuel Oil (“LPFO”) which

will replace its existing power source.

The programme

Since conceptualisation of the project in December �007, a

feasibility study on the expansion project has been undertaken and

an environmental impact assessment (EIA) study, which is mandatory

in Nigeria for a project of this size was completed. The construction

phase commenced in mid �008, and is expected to be completed by

Q� / Q� of �0�0. It is expected that the expanded plant will become

fully operational by the first half of �0�� following installation of

electricity supply and plant commissioning.

Stanbic IBTC Bank PLC has been appointed by the company as the

global coordinator for the expansion project funding and as co-lead

arranger on both the Naira and US$ tranches with two other banks.

Financial closure on the transaction was achieved in May �009.

Financing

The estimated project cost (including power station investments of

€55 million), will be financed through a mix of internal cash flows and

external debt financing. The debt portion of the project amounting

to €��5 million is to be financed on the balance sheet of Lafarge

WAPCO.

Total estimated capital expenditure of €�54 million will be incurred

equally over a three year period commencing in �008: ��% in �008,

��% in �009 and ��% in �0�0.

Debt tranches - The expansion project funding will comprise of three

tranches (each with a tenor of four years):

• Facility A - The US Dollar equivalent of €85 million, in the form of

a foreign currency term loan.

• Facility B - The Naira equivalent of €�40 million, in the form of

a syndicated medium term discounted note issuance facility.

• Facility C - The Naira equivalent of €85 million, in the form of

a syndicated medium term discounted note issuance facility.

Facility C is, a stand-by facility which may be called or drawn at the

option of the company exclusively, to refinance the total amount

outstanding under Facility A, on the date when the option is being

exercised.

49

Business reviewCase study:

Lafarge Cement WAPCO Nigeria Limited

Page 26: Stanbic ibtc annual report 2008

50 5�

MTN Nigeria is the largest mobile network operator in

Nigeria, the second largest in Africa and is one of the

most recognised brands in Nigeria. As at 31 December

2008, MTN Nigeria had over 23 million subscribers

and a 36% market share of the entire Nigerian

telecommunications market. MTN and Stanbic IBTC

have a relationship spanning over a decade. From

underwriting and co-arranging a US$ 450 million

facility for the MTN Group in 2001 in anticipation

of the Nigerian GSM licence auction, to arranging a

US$ 2 billion loan syndication for MTN Nigeria in

2007, Stanbic IBTC has been intimately involved in

MTN Nigeria’s expansion from inception.

The programme

In �008, Stanbic IBTC acted as sole issuing house to a private placement

of a 9.45% equity stake in MTN Nigeria which was undertaken to

broaden the Nigerian shareholder base of MTN Nigeria. MTN Group

and some of the founding shareholders of MTN Nigeria provided the

shares on offer and participation in the placement was restricted

to Nigerian individual and institutional investors who met stringent

Know Your Cusomer requirements as specified by MTN Nigeria.

All prospective investors were specifically invited to participate in

compliance with regulatory restrictions.

The private placement

A total of �8 465 �8� linked units comprising �8 465 �8� ordinary

shares and �8 465 �8� preference shares were sold at a price of

US$�4.46 per linked unit, yielding proceeds of close to

US$� billion. The minimum subscription was US$�0 million for financial

institutions and US$5 million for other investors, and investors

were given an option to pay in either US$ or Naira. Given the high

minimum subscription and the limited universe of possible investors,

the placement had to be uniquely structured and marketed to ensure

success. The placement generated unprecedented domestic demand

from Nigerian institutional and individual investors and the securities

on offer were placed with less than 80 investors, with an average

subscription amount of US$�� million per investor. The placement is

currently the largest concluded private placement in the history of

the Nigerian capital markets.

The market

The Nigerian mobile telecommunications market is currently the

largest and fastest growing market in Africa. Significant growth is

expected in this market given the relatively low penetration levels

and the increasing demand for access to communication. MTN Nigeria

is well placed to participate in the expected growth in the mobile

market, due to its extensive established network infrastructure,

market prominence, knowledge and experience of the Nigerian

market. Stanbic IBTC will continue to assist MTN Nigeria to maintain

its leadership position in the Nigerian telecommunications market.

5�

Business reviewCase study:

MTN Nigeria Communications Limited (MTN Nigeria)

Page 27: Stanbic ibtc annual report 2008

5� 5�

Wealth

Overview

In �008, the Group’s wealth business comprised four separate but

related companies and business:

• private non-pension asset management and stock broking (asset

management)) through Stanbic IBTC Asset Management•

pension fund administration (PFA) and management through

Stanbic IBTC Pension Managers

• proprietary investments (Ventures) through Stanbic IBTC Ventures

• stock broking through Stanbic Equities Limited.

The wealth businesses form an integral part of the investment banking

franchise of Stanbic IBTC upon which the bank’s reputation has been

built.

These businesses have remained as separate companies due to the

local regulatory requirements for participation in each of the sectors.

As a result of the merger of Stanbic Bank Nigeria and IBTC Chartered

Bank PLC, the Stanbic IBTC Group held two stock broking licences as

both banks had stock broking subsidiaries. To comply with regulatory

requirements the two stock broking businesses will be consolidated

under one licence in �009. In addition, effective �009, the stock

broking businesses and Ventures will be moved to CIB leaving only

the investment management businesses (pension and non-pension

management) in Wealth.

Over the years, the asset management and PFA businesses have

become the largest players in their various business areas in Nigeria.

In �008, despite the significant fall in equities values, our asset

management operations remained the largest in Nigeria, measured by

assets under management and we continued to manage the largest

mutual fund in Nigeria, the Stanbic IBTC Nigerian Equity Fund. We

were also the largest stock broking house in Nigeria by transaction

value, out of over �50 stockbrokers, trading close to ��% of the

market turnover in �008.

Our pension fund administration business on its part remained

the largest pension fund administrator in Nigeria by assets under

management and number of clients. The PFA won the prestigious

Pension Fund Manager of the Year �008 award from This Day

newspapers, one of Nigeria’s leading newspapers, whilst the asset

management business had previously won the Fund Manager of the

Year award from This Day for its success in the asset management

business.

During the year, we increased out shareholding in the PFA from 65%

to 70.59%. Our shareholding in Stanbic Equities Limited remained at

9�.57%. All other businesses are fully owned by the group.

An important factor to understanding the wealth business is the

management of the regulatory environment in Nigeria. Each of

the businesses is subject to a different regulator with different

preferences and each with a strong requirement for independence

of the business.

This is however most pronounced in the PFA business where the

regulator, the National Pension Commission, requires a completely

independent business and restricts group cooperation with a

particular focus on the investment transaction side. Similar tendencies

are exhibited by the Securities & Exchange Commission in regulating

the asset management business and to a more limited extent, The

Nigerian Stock Exchange, for the stock broking business.

Needless to say, regulatory compliance is a major activity within the

wealth business, ensuring that the business structures and activities

are completely compliant with regulatory demands.

Following the recapitalisation and consolidation of the Nigerian

banking sector and the strong market performance that followed,

most banks gradually transformed into financial services groups and

acquired or established their own wealth management subsidiaries

and businesses. In addition, the more forward looking boutiques have

seized the opportunity to grow their balance sheets while a number

of foreign players also entered the market actively.

The year �008 was therefore focused on restructuring and

consolidating the wealth businesses to position them for what is

expected to be fierce competition in the market place in the face of

increasing globalisation of the Nigerian financial sector. For the PFA

business, we are also playing a leading role in the development of

self regulatory capacity in line with the requirements of the National

Pension Commission.

Business review

Strategy

The wealth business model has been focused essentially on

building its fee generation capability while minimising the capital

requirements. The businesses were traditionally designed to operate

in a ‘hub and spoke’ arrangement from the financial tripod in Nigeria

– Lagos, Abuja and Port Harcourt – and provide access to the capital

markets for individual and institutional investors on an agency basis.

Consequently, the companies held little or no positions in the markets

in which they traded, merely acting as agents and providing (and

managing) vehicles for investment access to the markets. All of the

group’s proprietary investments were therefore made through the

Ventures to eliminate potential conflicts with clients.

In �008, the main focus was to consolidate on the strengths of

the businesses while repositioning them to extend their lead in

the market place. The challenge was therefore to position both

businesses for extensive retail expansion and penetration. In the

pension space, significant mileage has been achieved with close to

700,000 individual clients and over 7,000 employers representing

an estimated �0% of the registered individual pension market now

being managed by the PFAs. The asset management and mutual fund

business grew its client base across its funds to just over �0,000,

while the stockbroking business enjoyed a market share of close to

��% by transaction value.

The strategic focus on consolidation paid off handsomely as the

businesses successfully seized the opportunity of a buoyant first

half to restructure and reposition for the future. Operating platform

changes and investments were carried out to position the wealth

group as a knowledge business on a sales-and-service platform. The

wealth businesses essentially provide our clients with the know-how

to grow and preserve their wealth through managed vehicles that are

available on a retail (versus wholesale) basis. Appropriate emphasis

is now being placed on customer segmentation and on driving

group and institutional schemes without neglecting the high net

worth individuals.

A key result of this consolidation is the focus on integration and cross

selling with the bank – on the buy side by providing access to clients

for CIB products and on the sell side by providing investment products

for the retail platform. This not only creates a formidable distribution

platform for the wealth business but also positions the businesses as

major counterparties in the Nigerian financial market with significant

leverage in the market place.

Financial performance

Despite the market difficulties, revenues and net earnings grew by

over �6% and 8% respectively over the �007 results for the wealth

group. The key driver for �008 was the PFA business where revenue

and earnings growth over �007 exceeded �00%, reflecting the

strength of its underlying business. Total assets under management

grew by �9% to N�87 billion (ie over US$� billion).

Incentive fees virtually disappeared with the poor equities market

performance while stockbroking revenues showed a solid performance

largely based on the high market activity of the early part of the year.

The �008 market performance certainly tested the resilience of the

wealth business model which was based on helping clients invest

predominantly in the equities and fixed income markets in Nigeria.

The model has proved to be successful. The gains of the first three

quarters could not be reversed by the weakness of the last quarter

while the pain was well distributed through the business units with

the volatility experienced by the asset management and stockbroking

businesses significantly offset by the stability of the PFA’s revenues.

Although operating costs grew in absolute terms with headcount

increases and depreciation of increasing capital expenditure, significant

operating efficiencies were extracted leading to improvements in key

operating metrics and in our growth and scaling capabilities.

Looking ahead

Without doubt, the volatility and challenges of �008 will ensure

that most clients will consider a different approach to investments in

�009 and beyond. With an increasing and more diversified pipeline of

mutual funds, we expect that the accumulation of investment assets

in �009 will remain a key driver to income growth.

The ongoing and continued flight to safety by local investors provides

an excellent opportunity to leverage the heritage of the Standard

Bank Group in the local market and provide secure investment options

for our clients. We anticipate that opportunities to access, pool and

diversify investments conveniently on our wealth platform will provide

the necessary attraction to current and potential clients.

Recognising the need to provide clients with increased convenience in

handling and discussing their personal finances, in �009, the wealth

businesses will be relocating to new premises in Lagos and Abuja as

well as expanding the number of hubs throughout the country. The

investment in distribution infrastructure, as well as the attendant

increase and upskilling of the staff, is expected to yield significant

results quickly and ensure that we remain the wealth manager of

choice in Nigeria.

Page 28: Stanbic ibtc annual report 2008

54 5555

• Board of directors

• Corporate governance

• Risk management

Corporate governanceCorporate

governance & risk management

Page 29: Stanbic ibtc annual report 2008

56 57

Atedo N.A. Peterside OON (5�)BSc, MBAAppointed: Director �989 Chairman �007

Directorships: Stanbic IBTC Bank PLC, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Ventures Limited, Stanbic IBTC Asset Management Limited, Nigerian Breweries Plc, Presco Plc

Committee member: None

Chris Newson (44)B. Com, CA (SA) CSEPAppointed: �008

Directorships: Stanbic IBTC Bank PLC, Stanbic Equities Nigeria Limited, Stanbic Nominees Nigeria Limited, Stanbic IBTC Asset Management Limited

Committee member: Board credit committee, Board risk management committee

Yinka Sanni (43)BA, MBA, ACSAppointed: �005

Directorships: Stanbic IBTC Bank PLC, Stanbic IBTC Asset Management Limited, Stanbic IBTC Pension Managers Limited

Committee member: Board risk management committee

Jacques Troost (45)B.Comm (Hons)Appointed: �007

Directorships: Stanbic IBTC Bank PLC

Committee member: Board credit committee, Board risk management committee

Moses Adedoyin (60)Appointed: �005

Directorships: Stanbic IBTC Bank PLC

Committee member: Board credit committee, Statutory audit committee

Ben Kruger (49)B. Com (Hons) CA (SA)Appointed: �007

Directorships: Stanbic IBTC, Standard Bank Plc, SSA Trading (Pty) Ltd

Committee member: Chairman. Board credit committee, Board risk management committee, Board remuneration committee

Bhagwan Mahtani (55)Appointed: �005

Directorships: Stanbic IBTC Bank PLC, Aegean Investments Limited, Churchgate Nigeria Limited, First Century International Limited, Foco International Investments Limited, T F Kuboye & Co, International Seafoods Limited, International Glass Limited.

Committee member: None

Atedo N.A. Peterside OON, Chairman

Moses Adedoyin, Non-Executive DirectorJacques Troost, Executive DirectorYinka Sanni, Executive DirectorMarna Roets, Executive Director

Dr Christopher Kolade CON,Non-Executive Director

Ben Kruger, Non-Executive Director Bhagwan Mahtani, Non-Executive Director

Chris Newson, Chief Executive Officer

Board of directors

Sola David-Borha (48)BSc, MBAAppointed: �994

Directorships: Stanbic IBTC Bank PLC, Stanbic Nominees Nigeria Limited, Stanbic Equities Nigeria Limited, Stanbic IBTC Asset Management Limited, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Ventures Limited, Board Member-Financial Institutions TrainingCentre (FITC)

Committee member: Board credit committee, Board risk managementcommittee

Marna Roets (4�)B.Com (Hons) CA (SA) Appointed: �007

Directorships: Stanbic IBTC Bank PLC, Stanbic Equities Nigeria Limted, Stanbic Nominees Limted

Committee member: Board risk management committee

Dr Alewyn Burger (57)Msc, Ph.D, AEP UNISA SPL, AMP

Appointed: November �008

Directorships: Stanbic IBTC Bank PLC, SAP Banking Advisory Board, CIO advisory Board of Accenture Europe, Integrated Process Solutions, MTN Banking

Committee member: None

Mallam Ahmed Dasuki (50)BSc, MSCAppointed: �989

Directorships: Stanbic IBTC Bank PLC, MTN Nigeria Communications Limited, Phillips Project Centre Limited, Tinapa Business Resorts Limited, SASpv Limited, Islama Financial and Investment Trust, Interglobal Limited, Celtelcom Investment Limited

Committee member: Board remuneration committee

Ifeoma Esiri (56)LL, BL, LLMAppointed: �004

Directorships: Stanbic IBTC Bank PLC, Stanbic IBTC Asset Management Limited, Podini International Limited, Veritas Geophysical Nigeria Limited, Ashburt Leisures Limited, Ashburt Beverages Limited, Ashburt Oil and Gas Limited

Committee member: Chairperson. Board risk management committee, Statutory audit committee

Dr Christopher Kolade CON (76)BA, Dip.EdAppointed: �008

Directorships: Stanbic IBTC Bank PLC, Acorn Petroleum PLC, System Specs Nigeria Limited, Cornerstone Insurance PLC

Committee member: Board credit committee, Board remuneration committee

Ratan Mahtani (5�)Appointed: November �008

Directorships: Stanbic IBTC Bank PLC, Aegean Investments Limited, Churchgate Nigeria Limited, First Century International Limited, Foco International Investments Limited, T F Kuboye & Co, International Seafoods Limited

Committee member: None

Jacko Maree (5�)B. Com, MA, PMD Appointed: �007

Directorships: Stanbic IBTC Bank PLC, Standard Bank Group, The Standard Bank of South Africa, Standard Bank Plc,Liberty Group, Liberty Holdings, Standard International Holding SA

Committee member: Chairman. Board remuneration committee

Sam Unuigbe (66)BSc Econs, FCA (Eng & Wales) FCA (Nig) FCTIAppointed: �99�

Directorships: Stanbic IBTC Bank PLC, Philips Project Centre Limited, Delta Afrik Limited, Delta Tek Engineering Limited, Delta Terra Tek Limited

Committee member: Board credit committee, Statutory audit committee

Lt Gen (rtd) Mohammed Inuwa Wushishi CFR GCON (69)PSIAppointed: �005

Directorships: Stanbic IBTC Bank PLC, UAC of Nigeria Plc, UACN Property Development Company PLC Automotive Components Industries Limited, Acorn Petroleum Limited, Umfat Holdings Limited

Committee member: Board risk management committee

Ifeoma Esiri, Non-Executive DirectorDr Alewyn Burger, Non-Executive Director

Ratan Mahtani, Non-Executive Director Lt Gen (rtd) Mohammed Inuwa Wushishi CFR GCON,Non-Executive Director

Sam Unuigbe, Non-Executive Director Jacko Maree, Non-Executive Director

Mallam Ahmed Dasuki, Non-Executive Director

Sola David-Borha, Deputy Chief Executive Officer

57

Corporate governance

Page 30: Stanbic ibtc annual report 2008

58 59

Corporate governance report

Introduction

The bank is a member of the Standard Bank Group, which holds

a 50.7% equity holding in the bank.

Standard Bank Group (“SBG”) is committed to implementing

initiatives that improve corporate governance for the benefit of

all stakeholders. SBG’s board of directors remains steadfast in

implementing governance practices that comply with international

best practice, where substance prevails over form.

Subsidiary entities within SBG are guided by these principles in

establishing their respective governance frameworks, which are

aligned to SBG’s standards in addition to meeting the relevant

jurisdictional requirements in their areas of operation.

Stanbic IBTC Bank Plc (“Stanbic IBTC or the bank”), and its

subsidiaries (“the group”), as a member of SBG, operates under a

governance framework which enables the board to balance its role

of providing oversight and strategic counsel with its responsibility to

ensure conformance with regulatory requirements, group standards

and acceptable risk tolerance parameters.

The major subsidiaries of the bank; Stanbic IBTC Asset Management

Limited and Stanbic IBTC Pension Managers Limited have their

own distinct boards and take account of the particular statutory

and regulatory requirements of the businesses they operate. These

subsidiaries are currently implementing a governance framework

that will enable their boards to balance their roles in providing

oversight and strategic counsel with their responsibility for ensuring

compliance with the regulatory requirements that apply in their

areas of operation and the standards and acceptable risk tolerance

parameters adopted by the group. In doing so, they are committed to

aligning their respective governance frameworks to that of the group.

As the bank is the holding company for the subsidiaries in the group,

the bank’s board also acts as the group board, with oversight of the

full activities of the group.

A number of committees have been established by the group’s

board that assist the board in fulfilling its stated objectives. The

committees’ roles and responsibilities are set out in their mandates,

which are reviewed annually to ensure they remain relevant. The

mandates set out their roles, responsibilities, scope of authority,

composition and procedures for reporting to the board.

Codes and regulations

The group operates in highly regulated industries and compliance with

applicable legislation, regulations, standards and codes, including

transparency and accountability, remain an essential characteristic of

its culture. The board monitors compliance with these by means of

management reports, which include information on the outcome of

any significant interaction with key stakeholders such as the group’s

various regulators.

The group complies with all applicable legislation, regulations,

standards and codes.

Shareholders’ Responsibilities

The shareholders’ role is to approve the appointments of the board of

directors and the external auditors. This role is extended to holding

the board accountable and responsible for efficient and effective

corporate governance.

Developments during 2008

During �008, the following developments in the group’s corporate

governance practices occurred:

• integration of the two legacy banks, requiring ongoing efforts to

align governance practices with SBG standards;

• established and implemented the mandates of a number of board

and management committees;

• ensured all the requirements of the Investment and Securities Act

�008, whether they apply to the bank, its directors or employees

as capital market operators and/or as a public liability company

quoted on the Nigerian Stock Exchange, were communicated to all

directors and staff;

• ongoing focus on directors’ training with particular emphasis on

attending a directors conference for all Standard Bank Africa

directors where experiences across the continent could be

shared;

• our Code of Ethics was rolled out to all staff across the

organisation:

• implemented new governance committees and reporting

structures; and

• implemented a personal account trading policy, which regulates

the trading in group securities during sensitive periods where

access to privileged information could occur.

Focus areas for 2009

The Bank intends during �009 to:

• fully comply with CBN requirements on independent directors;

• develop its own Code of Corporate Governance which it will

operate alongside the CBN Code of Corporate Governance;

• finalise the governance framework for subsidiaries;

• continue the focus on directors’ training via formal training

sessions and information bulletins on issues that are relevant;

• develop sustainability reporting; and

• enhance the level of information provided to and interaction with

shareholders.

Board and directors

Board structure and composition

Ultimate responsibility for governance rests with the board of directors

of the group, who ensure that appropriate controls, systems and

practices are in place. The group has a unitary board structure and the

roles of chairman and chief executive are separate and distinct. The

group’s chairman is a non-executive director. The number and stature

of non-executive directors ensures that sufficient consideration and

debate are brought to bear on decision making, thereby contributing

to the efficient running of the board.

One of the features of the manner in which the board operates is the

role played by board committees, which facilitate the discharge of

board responsibilities. The committees each have a board approved

mandate that is regularly reviewed. Details on how these committees

operate are provided elsewhere in this report.

Strategy

The board considers and approves the group’s strategy. Once the

financial and governance objectives for the following year have been

agreed, the board monitors performance against financial objectives

and detailed budgets on an on-going basis, through quarterly

reporting.

Regular interaction between the board and the executive is encouraged.

Management is invited, as required, to make presentations to the

board on material issues under consideration.

Directors are provided with unrestricted access to the group’s

management and company information, as well as the resources

required to carry out their responsibilities, including external legal

advice, at the group’s expense.

It is the board’s responsibility to ensure that effective management

is in place to implement the agreed strategy, and to consider issues

relating to succession planning. The board is satisfied that the current

pool of talent available within the bank and the group, and the ongoing

work to deepen the talent pool, provides adequate succession depth

in both the short and long term.

Skills, knowledge, experience and attributes of directors

The board ensures that directors possess the skills, knowledge and

experience necessary to fulfil their obligations. The directors bring a

balanced mix of attributes to the board, including:

• international and domestic experience;

• operational experience;

• knowledge and understanding of both the macroeconomic and the

microeconomic factors affecting the group;

• local knowledge and networks; and

• financial, legal, entrepreneurial and banking skills.

The credentials and demographic profile of the board are regularly

reviewed to ensure the board’s composition remains both operationally

and strategically appropriate.

Appointments philosophy

The appointments philosophy ensures alignment with all necessary

legislation and regulations which include, but are not limited to the

requirements of the Companies & Allied Matters Act Cap C�0 Laws

of the Federation of Nigeria �004 and the Banks & Other Financial

Institutions Act Cap B� Laws of the Federation of Nigeria �004 as

well as the Companies and Banks Act of SBG’s home country.

Consideration for the appointment of directors and key executives

take into account compliance with legal and regulatory requirements

and appointments to external boards to monitor potential for

conflicts of interest and ensure directors can dedicate sufficient

focus to the group’s business. The board takes cognisance of the

skills, knowledge and experience of the candidate, as well as other

attributes considered necessary to the prospective role.

The board, on �� July �008 appointed two new directors, while

one director resigned his appointment. The new appointments took

effect when the required regulatory approvals were obtained to

same. In terms of the articles of association, the appointments are

only effective until the next annual general meeting, at which time

the shareholders will be asked to approve each appointment.

As at �� December �008, the board had appointed four executive

directors and �� non-executive directors. On 7 April �009, Central

Bank of Nigeria approval was obtained to the appointment of an

additional executive director, whom had formerly been a member of

the board in a non – executive capacity. Regulatory approvals are also

being sought for an additional non – executive director, who is to be

designated an independent director

The board has the right mix of competencies and experience.

Corporate governance

Page 31: Stanbic ibtc annual report 2008

60 6�

Board responsibilities

The key terms of reference in the board’s mandate, which forms the

basis for its responsibilities, are to:

• agree the group’s objectives, strategies and plans for achieving

those objectives;

• annually review the corporate governance process and assess

achievement against objectives;

• review its mandate at least annually and approve recommended

changes;

• delegate to the chief executive or any director holding any

executive office or any senior executive any of the powers,

authorities and discretions vested in the board’s directors, including

the power of sub-delegation; and to delegate similarly such

powers, authorities and discretions to any committee and subsidiary

company boards as may exist or be created from time to time;

• determine the terms of reference and procedures of all board

committees and review their reports and minutes;

• consider and evaluate reports submitted by members of

the executive;

• ensure that an effective risk management process exists and

is maintained throughout the bank and its subsidiaries to ensure

financial integrity and safeguarding of the group’s assets

• review and monitor the performance of the chief executive and

the executive team;

• ensure consideration is given to succession planning for the chief

executive and executive management;

• establish and review annually, and approve major changes to,

relevant group policies;

• approve the remuneration of non-executive directors on the

board and board committees, based on recommendations made by

the remuneration committee, and recommended to shareholders

for approval;

• approve capital funding for the group, and the terms and conditions

of rights or other issues and any prospectus in connection

therewith;

• ensure that an adequate budget and planning process exists,

performance is measured against budgets and plans, and approve

annual budgets for the group;

• approve significant acquisitions, mergers, take-overs, divestments

of operating companies, equity investments and new strategic

alliances by the group;

• consider and approve capital expenditure recommended by the

executive committee;

• consider and approve any significant changes proposed in

accounting policy or practice, and consider the recommendations

of the statutory audit committee;

Corporate governance report

• consider and approve the annual financial statements, quarterly

results and dividend announcements and notices to shareholders,

and consider the basis for determining that the group will be a

going concern as per the recommendation of the statutory audit

committee;

• assume ultimate responsibility for financial, operational and

internal systems of control, and ensure adequate reporting on

these by committees to which they are delegated;

• take ultimate responsibility for regulatory compliance and ensure

that reporting to the board is comprehensive;

• ensure a balanced and understandable assessment of the group’s

position in reporting to stakeholders;

• review non financial matters that have not been specifically

delegated to a management committee; and

• specifically agree, from time to time, matters that are reserved for

its decision, retaining the right to delegate any of these matters

to any committee from time to time in accordance with the articles

of association.

Delegation of authority

The ultimate responsibility for the bank’s and group’s operations

rests with the board. The board retains effective control through a

well-developed governance structure of board committees. These

committees provide in-depth focus on specific areas of board

responsibility.

The board delegates authority to the chief executive to manage the

business and affairs of the group. The executive committee assists the

chief executive when the board is not in session, subject to specified

parameters and any limits on the board’s delegation of authority to

the chief executive.

Membership of the executive committee is set out on pages �4

and �5.

In addition, a governance framework for executive management

assists the chief executive in his task. Board-delegated authorities

are regularly monitored by the company secretary’s office.

The corporate governance framework adopted by the board on

�5 October �007 and formalised with mandate approvals on

�9 January �008 is set out opposite:

The corporate governance framework adopted by the board on �5 October �007 and formalised with mandate approvals on �9 January �008

is set out below:

Stanbic IBTC board Shareholders

Credit committee Remuneration commitee (REMCO)

Risk managementcommitee

Audit commitee

Creditcommittee

Country risk commitee

Executive committee

Personal & Business Banking exco

Corporate &investment banking exco

Business Supportexco

Wealth exco

Board commitees

Statutory

Management

IT & programme of works

Operational risk & compliance committee

Investment committee

Career Management commitee

Corporate governance

Asset & liabilitycommittee (ALCO)

Page 32: Stanbic ibtc annual report 2008

6� 6�

Members’ attendance at credit committee meetings during the

financial year ended �� December �008 are stated below:

Name Jan April July Oct

Ben Kruger (Chairman) P P P P

Chris Newson P P P P

Sola David-Borha P P P P

Jacques Troost P P P P

Sam Unuigbe P P P P

Moses Adedoyin P P P P

Dr Christopher Kolade CON P P A P

P = Attendance A = Apology

Risk management committee

The board is ultimately responsible for risk management. The main

purpose of the risk management committee, as specified in its

mandate, is the provision of independent and objective oversight

of risk management within the group. The committee is assisted in

fulfilling its mandate by a number of management committees.

To achieve effective oversight, the committee reviews and assesses

the integrity of risk control systems and ensures that risk policies

and strategies are effectively managed and contribute to a culture of

discipline and control that reduces the opportunity for fraud.

The risk management committee was vested, among others, with the

following responsibilities:

• to oversee management’s activities in managing credit, market,

liquidity, operational, legal and other risks of the bank;

• to periodically review the group’s risk management systems and

report thereon to the board;

• to ensure that the group’s material business risks are being

effectively identified, quantified, monitored and controlled and

that the systems in place to achieve this are operating effectively

at all times; and

• such other matters relating to the group’s risk assets as may be

specifically delegated to the committee by the board.

The committee’s mandate is in line with SBG’s standards, while taking

account of local circumstances.

A more in-depth risk management section, which provides details of

the overall framework for risk management in the group commences

on page 70 of this report.

The committee consisted of the eight directors, four of whom, including

the chairman were non – executives.

Corporate governance report

Induction and training

An induction programme designed to meet the needs of each new

director is being implemented. One-on-one meetings are scheduled

with management to introduce new directors to the group and

its operations. The company secretary manages the induction

programme.

The CBN’s code of conduct is provided to new directors on their

appointment.

Directors are kept abreast of all relevant legislation and regulations

as well as sector developments leading to changing risks to the

organisation on an on - going basis. This is achieved by way of

management reporting and quarterly board meetings, which are

structured to form part of ongoing training.

A number of non-executive directors attended a group workshop

and conference in October �008, while some directors attended

a workshop for directors conducted by the Financial Institutions

Training Centre in December �008. These workshops were aimed at

enhancing the skills of bank directors.

Board meetings

The board meets, at a minimum, once every quarter with ad-hoc

meetings being held whenever deemed necessary. One ad - hoc

meeting was held during the period under review. Directors, in

accordance with the Articles of Association of the bank, attend

meetings either in person or via tele conferencing.

Directors are provided with comprehensive board documentation at

least four days prior to each of the scheduled meetings.

Board effectiveness and evaluation

The board is focused on continued improvements in its corporate

governance performance and in its effectiveness.

During the year the board of directors underwent an evaluation

conducted by an independent consultant. The aim of this evaluation

was to assist the board and committees to constantly improve their

effectiveness. The assessment conducted in �008 focused on

structure, process and effectiveness.

The report on this evaluation was discussed at a board meeting and

relevant action points have been noted for implementation to further

improve board functioning.

The performance of the chairman and chief executive are assessed

annually, providing a basis to set their remuneration.

Board committees

Some of the functions of the board have been delegated to board

committees, consisting of board members appointed by the board,

which operate under mandates established on �9 January �008.

Credit committee

The credit committee during the period under review was vested with

the following responsibilities:

• recommend for the board’s approval the bank’s credit policies and

guidelines;

• review and approve credit facilities to be granted by the bank that

are within such monetary amounts as may from time to time be set

by the board;

• approval of credit granted to insiders and staff in the cadres AGM and

above; and

• such other matters relating to the credit operations of the bank

as may be specifically delegated to the committee by the board.

The committee’s mandate is in line with SBG’s standards, while taking

account of local circumstances.

The mandate ensures that effective frameworks for credit governance

are in place across the bank. This involves ensuring that the

committees within the structure operate according to clearly defined

mandates and delegated authority, and providing for the adequate

management, measurement, monitoring and control of credit risk,

including country risk. The committee reports on credit portfolios,

adequacy of provisions and status of non-performing loans.

The credit committee met its objectives in the year under review.

Attendance at board meetings from � January to �� December �008 is set out in the following table:

Name Jan Feb Apr July Oct

Atedo N.A.Peterside OON (Chariman) P P P P P

Chris Newson P P P P P

Sola David-Borha P P P P P

Marna Roets P P P P P

Jacques Troost P P P P P

Moses Adedoyin P P P P P

Craig Bond � A P A A –

Mallam Ahmed Dasuki P P P A P

Ifeoma Esiri P P P P P

Dr Christopher Kolade CON P P P P P

Ben Kruger P P P P P

Bhagwan Mahtani P P P P –

Jacko Maree P P P P A

Yinka Sanni P P P P P

Sam Unuigbe P P P P P

Lft. Gen. (rtd) M.I. Wushishi CFR GCON A A P A A

Dr Alewyn Burger � – – – – –

Ratan Mahtani � – – – – –

P = Attendance

A = Apology

- = Not applicable� Resigned from Board on �� July �008� Regulatory approvals to appointments were fully obtained after October �008 Board Meeting

Corporate governance

Page 33: Stanbic ibtc annual report 2008

64 65

criteria set in advance. This incentivises the commitment and focus

required to achieve targets.

Long-term incentives seek to ensure that the objectives of

management and shareholders are broadly aligned over longer time

periods.

Remuneration policy

The group has always had a clear policy on the remuneration of staff,

executive and non-executive directors which sets such remuneration

at levels that are fair and reasonable in a competitive market for the

skills, knowledge, experience required.

REMCO assists the group’s board in monitoring the implementation of

the group remuneration policy, which ensures that:

• salary structures and policies, as well as cash and share-based

incentives, motivate sustained high performance and are linked to

corporate performance objectives;

• stakeholders are able to make a reasonable assessment of reward

practices and the governance process; and

• the group complies with all applicable laws and codes.

Remuneration structure

Non-executive directors

Terms of service

Directors are appointed by the shareholders at the AGM, although

board appointments may be made between AGMs. These appointments

are made in terms of the group’s policy. Shareholder approvals for

such interim appointments are sought at the annual general meeting

that holds immediately after such appointments are made.

Non-executive directors are required to retire after three years and

may offer themselves for re-election. If recommended by the board,

their re-election is proposed to shareholders at the AGM.

In terms of regulations, a non-executive director can not hold office

for more than �� consecutive years. If a director over the age of 70

is seeking re-election to the board, his age must be disclosed to

shareholders at the meeting at which such re-election is to occur.

REMCO utilises the services of a number of suppliers and advisors

to assist it in tracking market trends relating to all levels of staff,

including fees for non-executive directors. In �008 the following

suppliers were used:

• KPMG

• PricewaterhouseCoopers

• Hay Group;

• IRRC

The board reviews REMCO’s proposals and, where relevant, will submit

them to shareholders for approval at the Annual General Meeting. The

board remains ultimately responsible for the remuneration policy.

At � January �008 the committee consisted of four directors, all of

whom were non –executives.

Craig Bond, who resigned from the board on �� July �008, was

replaced on the committee by Ben Kruger.

Members’ attendance at REMCO meetings during the financial year

ended �� December �008 is stated below:

Name Jan Apr July Oct

Jacko Maree (Chairman) P P P A

Craig Bond � A P P –

Mallam Ahmed Dasuki P P A P

Dr Christopher Kolade CON P P P P

Ben Kruger � – – – P

P = Attendance

A = Apology

- = Not applicable � Resigned from committee on �� July �008. � Appointed to committee on �� July �008

Remuneration

Introduction

The purpose of this section is to provide stakeholders with an

understanding of the remuneration philosophy and policy applied

across the group for executive management, employees, and directors

(executive and non-executive).

Members’ attendance at risk management committee meetings

during the financial year ended �� December �008 is stated below:

Name Jan April July Oct

Ifeoma Esiri (Chairman) P P P P

Lt. Gen M.I. Wushishi CFR GCON P P P P

Ben Kruger P P P P

Yinka Sanni � – P P P

Chris Newson P P P P

Sola David-Borha P P P P

Marna Roets P P P P

Jacques Troost P P P P

P = Attendance A = Apology - = Not applicable � Yinka Sanni was appointed to the committee at the January �008

board meeting and attended committee meetings from April �008.

Remuneration committee

The remuneration committee (REMCO) was vested with responsibilities

during the year under review that included:

• reviewing remuneration philosophy and policy;

• considering the guaranteed remuneration, annual performance

bonus and pension incentives of the group’s highest-paid executive

directors and managers;

• reviewing the performance measures and criteria to be used for

annual incentive payments for all employees;

• determining the remuneration of executive directors;

• determining the remuneration of the chairman and non-executive

directors, which are subject to board and shareholder approval;

• considering the average percentage increases of the guaranteed

remuneration of executive management across the group,

as well as long-term and short-term incentives; and

• agreeing incentive schemes across the group.

The chief executive and deputy chief executive attend meetings by

invitation. Other members of executive management are invited to

attend when appropriate. No individual, irrespective of position, is

expected to be present when his or her remuneration is discussed.

When determining the remuneration of executive and non-executive

directors as well as senior management, REMCO is expected to

review market and competitive data, taking into account the group’s

performance using indicators such as earnings.

Remuneration philosophy

The group’s board and remuneration committee set a remuneration

philosophy which is guided by SBG’s philosophy and policy as well as

the specific social, regulatory, legal and economic context of Nigeria.

In this regard, the group employs a cost to company structure, where

all benefits are included in the listed salary and appropriately taxed.

The following key factors have informed the implementation of

reward policies and procedures that support the achievement of

business goals:

• the provision of rewards that enable the attraction, retention and

motivation of employees and the development of a high

performance culture;

• maintaining competitive remuneration in line with the market,

trends and required statutory obligations;

• rewarding people according to their contribution;

• allowing a reasonable degree of flexibility in remuneration

processes and choice of benefits by employees;

• moving to a cost-to-company remuneration structure; and

• educating employees on the full employee value proposition.

The group’s remuneration philosophy aligns with its core values,

including growing our people, upholding the highest levels of integrity

and delivering value to our shareholders. The philosophy emphasises

the fundamental value of our people and their role in ensuring

sustainable growth. This approach is crucial in an environment where

skills remain scarce.

The group board sets the principles for the group‘s remuneration

philosophy in line with the approved business strategy and objectives.

The philosophy aims to maintain an appropriate balance between

employee and shareholder interests. The deliberations of REMCO

inform the philosophy, taking into account reviews of performance

at a number of absolute and relative levels – from a business, an

individual and a competitive point of view.

A key success factor for the group is its ability to attract, retain and

motivate the talent it requires to achieve its strategic and operational

objectives. The group’s remuneration philosophy includes short-term

and long-term incentives to support this ability.

Short-term incentives, which are delivery specific, are viewed as strong

drivers of competitiveness and performance. A significant portion of

top management’s reward is therefore variable, being determined

by financial performance and personal contribution against specific

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Fees

Non-executive directors receive fixed annual fees and sitting

allowances for service on boards and board committees in line

with the Central Bank of Nigeria’s guidelines on the remuneration

payable to such directors. There are no contractual arrangements

for compensation for loss of office. Non-executive directors do not

receive short-term incentives, nor do they participate in any long-

term incentive schemes.

REMCO reviews the non-executive directors’ fees annually and make

recommendations on same to the board for consideration.

Fees are payable for the reporting period � January to �� December

of each year.

Category �009� �008

Chairman ��,�00 000 �8,747 000

Director 8,950 000 7,990 �50

Board committees �05,000 90,000

Ad hoc meeting attendance� �05,000 90,000

�Proposed for approval by shareholders at the �009 AGM. � Fees quoted for meetings other than board meetings represent per diem

sitting allowance as no annual fees are payable to committee members.

Retirement benefits

Non-executive directors do not participate in the pension scheme.

Executive directors

Executive directors receive a remuneration package and qualify for

long-term incentives on the same basis as other employees.

Executive directors’ bonuses and pension incentives are subject to

an assessment by REMCO of performance against various criteria.

The criteria include the financial performance of the group, based on

key financial measures and qualitative aspects of performance, such

as effective implementation of group strategy and human resource

leadership.

The employment contracts of executive directors have a termination

clause of three months.

Group Bank

Fees & Sitting Allowance �4�,64� �4�,4��

Executive Compensation 409,�40 �64,065

Total 550,86� 505,508

Remuneration for 2009

The group will continue to ensure its remuneration policies and

practices remain competitive, incentivise performance and are aligned

across the group and with its values.

Statutory audit committee

The role of the audit committee is defined by the Companies & Allied

Matters Act Cap C�0 Laws of the Federation of Nigeria �004 and

includes making recommendations to the board on financial matters.

These matters include assessing the integrity and effectiveness of

accounting, financial, compliance and other control systems. The

committee also ensures effective communication between internal

auditors, external auditors, the board and management.

The committee’s key terms of reference comprise various categories

of responsibilities and include the following:

• review the audit plan with the external auditors with specific

reference to the proposed audit scope, and approach to risk

activities and the audit fee;

• meet with external auditors to discuss the audit findings and

consider detailed internal audit reports with the internal auditors;

• annually evaluate the role, independence and effectiveness of the

internal audit function in the overall context of the risk management

systems;

• review the accounting policies adopted by the group and all

proposed changes in accounting policies and practices;

• consider the adequacy of disclosures;

• review the significant differences of opinion between management

and internal audit;

• review the independence and objectivity of the external auditors;

and

• all such other matters as are reserved to the audit committee by

the Companies & Allied Matters Act Cap C�0 Laws of the Federation

of Nigeria �004 and the bank’s Articles of Association.

As specified in the Central Bank of Nigeria (CBN) Code of Corporate

Governance (“the CBN code”), the audit committee members have

recent and relevant financial experience.

Executive directors, other than the CEO, are required to retire from

the board by rotation in the same manner as non-executive directors

and may offer themselves for re-election. If recommended by the

board, their re-election is proposed to shareholders at the AGM.

Management and general

Total remuneration package for employees comprises the following:

• guaranteed remuneration – based on market value and the role

played;

• annual bonus and pension incentive – used to incentivise the

achievement of group objectives;

• share-based incentives – rewards the sustainable creation of

shareholder value and aligns behaviour to this goal;

• pension – provides a competitive post-retirement benefit in line

with other employees; and

• where applicable, expatriate benefits in line with other expatriates

in Nigeria.

Terms of service

The minimum terms and conditions for managers are governed by

relevant legislation and the notice period is one month.

Employees on international assignments both into Nigeria and

redeployment to other parts of the group, have notice periods of

three months.

Fixed remuneration

Managerial remuneration is based on a total cost-to-company

structure. Cost-to-company comprises a fixed cash portion,

compulsory benefits (medical aid and retirement fund membership)

and optional benefits. Market data is used to benchmark salary levels

and benefits. Salaries are normally reviewed annually in March.

For all employees, performance-related payments have formed an

increasing proportion of total remuneration over time to achieve

business objectives and reward individual contribution.

All employees (executives, managers and general staff) are rated on

the basis of performance and potential and this is used to influence

performance-related remuneration.

Rating and the consequent pay decision is done on an individual

basis. There is therefore a link between rating, measuring individual

performance and reward.

Short-term incentives

All staff participate in a performance bonus scheme. Individual

awards are based on a combination of business unit performance, job

level and individual performance. In keeping with the remuneration

philosophy, the bonus scheme seeks to attract and retain high-

performing managers.

As well as taking performance factors into account, the size of the

award is assessed in terms of market-related issues and pay levels for

each skill set, which may for instance be influenced by the scarcity of

skills in that area.

Long-term incentives

It is essential for the group to retain key skills over the longer term.

The group is establishing an equity growth scheme for qualifying

managers and is in the process of obtaining the relevant consent to

same from Central Bank of Nigeria. Participation rights in such scheme

will be granted to qualifying managers in accordance with the rules of

the scheme approved by the board.

The scheme is designed to align the interests of the group, its

subsidiaries and key employees, as well as to attract and retain skilled,

competent people.

Retention agreements

As part of the group’s strategy to retain highly mobile and talented

employees, the group has selectively entered into agreements in

terms of which retention payments are made. Retention payments

have to be repaid should the individual concerned leave within a

stipulated period.

Post-retirement benefits - Pension

Retirement benefits are typically provided on the same basis for

employees of all levels and are defined contribution benefits.

Remuneration for 2008

The amounts specified below represent the total remuneration paid to

executive and non-executive directors for the period under review:

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Composition

The committee is made up of six members, three of whom are

non - executive directors while the remaining three members are

shareholders elected at the Annual General Meeting (AGM). The

committee, as required by the CBN code, chaired by a shareholder

representative.

At the AGM held on 5 September �008, Sam Cookey, who did not

stand for re-election to the committee was replaced as a shareholder

representative by Waheed Adegbite.

Members’ attendance at audit committee meetings during the

financial year ended �� December �008 is stated below

Name Feb April July Oct

Oluyomi Adeyemi – Wilson SR P P P P

(Chairman)

Sam UnuigbeNE P P P P

Ifeoma EsiriNE P P P P

Moses AdedoyinNE P P P P

Oshuwa Gbadebo – Smith SR P A P P

Sam Cookey SR A A P –

Waheed Adegbite – – – P

SR = Shareholders representative NE = Non Executive Director

P = Attendance

A = Apology

- = Not applicable

� Resigned from committee on 5 September �008

� Appointed to the committee on 5 September �008

Management committees

The group has the following management committees:

Stanbic IBTC Group executive committee (exco)

• CIB exco

• PBB exco

• Wealth exco

• Business support exco

• Credit committee

• Asset and liability committee (ALCO)

• IT steering committee (“program of works”)

• Investment committee

• Operational risk and compliance committee

• Career management committee

Company secretary

It is the role of the company secretary to ensure the board remains

cognisant of its duties and responsibilities. In addition to providing

the board with guidance on its responsibilities, the company

secretary keeps the board abreast of relevant changes in legislation

and governance best practices. The company secretary oversees the

induction of new directors, including subsidiary directors, as well as

the ongoing training of directors. All directors have access to the

services of the company secretary.

Going concern

On the recommendation of the statutory audit committee, the board

annually considers and assesses the going concern basis for the

preparation of the financial statements at the year end.

The board continues to view the company as a going concern for the

foreseeable future.

Relationship with shareholders

As an indication of its fundamental responsibility to create shareholder

value, effective and ongoing communication with shareholders is seen

as essential. In addition to the ongoing engagement facilitated by the

company secretary, the group encourages shareholders to attend the

AGM and other shareholder meetings where interaction is welcomed.

The chairman of the group’s statutory audit committee is available at

the meeting to respond to questions from shareholders.

Voting at general meetings is conducted by way of poll rather than

a show of hands to give full effect to the provisions of Section �0 of

the Banks & Other Financial Institutions Act Cap B� LFN �004 and

separate resolutions are proposed on each significant issue.

Dealing in securities

In line with its commitment to conduct business professionally and

ethically, the group has introduced policies to restrict the dealing

in securities by directors, shareholder representatives on the audit

committee and employees. A personal account trading policy is

in place to prohibit employees and directors from trading in group

securities during closed periods, which period commences from

� December to publication of final results. Compliance with this policy

is monitored on an ongoing basis.

Sustainability

Social and environmental responsibility remains an important part of

the group’s culture. The monitoring and reporting of sustainability

issues is still an evolving discipline within our organisation. Based on

input received from all members of SBG (including Nigeria) the SBG

board of directors identified and approved the following sustainability

issues as material to the group as a whole:

• Liquidity and capital

• Customer satisfaction

• Regulation

• Infrastructure

• People practice

• HIV/AIDS

• Supply change management

• Supporting communities

• Environment

Social responsibility

As an Nigerian business, the group understands the challenges and

benefits of doing business in Africa, and owes its existence to the

people and societies within which it operates.

The group is committed therefore not only to the promotion of

economic development but also to the strengthening of civil society

and human well being.

The group intends to concentrate its social investment expenditure

in defined focus areas in order to make the greatest impact. These

areas of focus will be subject to annual revision as the country’s

socio-economic needs change. The group has established a CSR unit

that will handle this issue. Our focus in �009 will be on health and

education.

Ethics and organisational integrity

A Code of Ethics was rolled out in the bank during the year.

Breaches of the Code

Although Section 5.�.6 of the CBN Code provides that at least two

non – executive directors of the bank should be independent directors,

the bank currently has only one independent non – executive director.

The bank however recently identified a second independent

non – executive director and is in the process of obtaining the required

regulatory approvals to his appointment.

The bank on a number of occasions breached the requirement that

anticipatory approvals granted by board committees should be ratified

at a committee meeting held within �0 days of the grant of such

approval. However, all such anticipatory approvals were subsequently

ratified by the relevant committee, albeit outside of the specified

time line.

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Risk management

Overview

Introduction

The effective management of risk is fundamental to the business

activities of Stanbic IBTC, as the group remains committed to the

objective of increasing shareholders’ value by developing and growing

business that is consistent with agreed risk appetite. The group seeks

to achieve an appropriate balance between risk and reward in its

businesses, and continues to build and enhance the risk management

capabilities that will assist in delivering its growth plans in a controlled

environment.

Risk management is at the core of the operating and management

structures of the group. The group seeks to limit adverse variations in

earnings and equity by managing the balance sheet and capital within

specified levels of risk appetite. Managing and controlling risks, and

in particular avoiding undue concentrations of exposure and limiting

potential losses from stress events are essential elements of the

group’s risk management and control framework, which ultimately

leads to the protection of the group’s reputation.

Responsibility and accountability for risk management resides

at all levels within the group, from the executive down through

the organisation to each business manager and independent risk

officer. Internal audit provides an independent assessment of the

adequacy and effectiveness of controls and procedures and reports

independently to the statutory audit committee, whilst external audit

reports independently on the group annual financial statements.

Subsidiary entities within the group are guided by the group enterprise

risk management (ERM) framework in establishing their respective

risk management frameworks.

The major subsidiaries of the bank; Stanbic IBTC Asset Management

Limited, Stanbic Equities Limited and Stanbic IBTC Pension Managers

Limited are committed to aligning their respective risk management

practices to that of the group and adopting acceptable risk tolerance

parameters in line with the group.

Key aspects of risk management are the risk governance and the

organisational structures established by the group to manage

risk according to a set of risk governance standards, which are

implemented across the group and are supported by appropriate risk

policies and procedures.

Risks are controlled at the level of individual exposure, at a portfolio

level, and in aggregate across all business and risk types. The bank and

its subsidiaries has an independent control process which provides an

objective view of risk taking activities where required. All exposures

are independently monitored and reviewed.

Key achievements in �008

The past year has been very challenging and, at the same time, very

enriching in terms of key lessons learnt. Some of the challenges

included the integration of the legacy banks, implementation and roll-

out of all risk governance standards, mandates, policies and procedures

approved by the board early in the year and the development of a

risk culture in a rapidly expanding group. Simultaneously, the group

had to cope with extreme degrees of volatility in world markets. The

group’s existing control framework and procedures performed well

in the midst of rising levels of risk while monitoring and reporting

lines were strengthened through the implementation of an escalation

matrix. The executive continually communicated to all levels of staff

to enhance awareness and vigilance.

Highlights were:

• The group developed and started monitoring key risk indicators for

the whole bank and a number of key business units;

• The risk self assessment (RSA) of some business units as well as

the bank’s risk control self assessment (RCSA) were conducted and

concluded;

• In spite of market volatility, the bank’s value at risk (VaR) models

performed well with no breaches and conservative VaR utilisation;

• The automated anti-money laundering monitoring and detection

system was implemented. With this system, alerts were generated

for suspicious transactions and hot listed names;

• The know your customer (KYC) compliance project completed;

• The group developed its business continuity management (BCM)

plan and conducted a desktop walkthrough test.

Focus areas for �009

Given the continued turmoil in the world financial markets, risk

management will continue to receive significant focus with particular

attention paid to enhancing the systems capability surrounding all

levels of risk management. In particular, we will focus on:

• Implementation of automated scoring, collections management,

intuitive credit and treasury systems;

• Localisation of a robust system to enhance monitoring and

management capability of market and liquidity risks;

• Continued enhancement of the group’s management standards,

practices and systems with a focus on employing, training and

retaining talented staff;

• On-going embedding of an operational risk management framework

within the group by conducting RSAs for other key business units;

• Facilitating an enhanced control environment and direct risk

oversight by deploying designated independent risk officers to

more business units and implementing a risk assurance functions;

• Enhancing the quality and depth of the operational risk database for

the bank;

• Enhancement of the anti-money laundering system to provide

for monitoring of transactions above specific value and frequency

thresholds

• Continued maintenance of a conservative structural liquidity

mismatch profile, supported by adequate levels of marketable

assets; and

• Conduct a BCM simulation exercise

Risk management framework

Governance structure

The group’s activities are complex, diverse and expanding rapidly into

market segments and regions with different challenges. Hence, it is

imperative that there is strong and independent oversight at all levels

across the group.

The risk governance structure (see diagram overleaf) provides

executive management and the board, through the various committees,

with the forums to evaluate, consider and debate key risks faced by

the group and assess the effectiveness of the management of these

risks through a number of reports received from the chief risk officers

across Stanbic IBTC. The board committees comprise the statutory

audit committee, credit board committee, risk management board

committee, while executive management oversight at a bank and

group level is achieved through management committees focusing

on specific risks. Each of these committees has a mandate which

describes the membership and responsibilities of such committees.

Approach and structure

The group’s approach to risk management is based on well established

governance processes and relies both on individual responsibility and

collective oversight, supported by comprehensive reporting. This

approach balances strong corporate oversight at senior management

level with independent risk management structures in the business.

Business unit heads are specifically responsible for the management

of risk within their business. As such, they are responsible for ensuring

that they have appropriate risk management frameworks that are

adequate in design, effective in operation and meet minimum group

standards.

This responsibility is achieved either through the establishment

of dedicated business unit risk management functions in some

subsidiary companies or through centralised risk functions servicing a

number of business units. In the former case, adequate provision for

the independence of the business unit risk management structures is

essential in recognition of different regulatory requirements.

An important element that underpins the group’s approach to the

management of all risk is independence and appropriate segregation

of responsibilities between business and risk. Risk officers report

separately through to the head of group risk who reports to the chief

executive officer of Stanbic IBTC and also through a matrix reporting

line to the Standard Bank Group (SBG). All key risks are supported by

the risk department.

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Risk managementStanbic IBTC Bank PLC Board

Exco Risk CreditAudit

Management committees Board sub-committees

ALCOOperational risk& compliance

Risk governance standards, policies and procedures

The group has developed a set of risk governance standards for each

major risk type. The standards set out and ensure alignment and

consistency in the manner in which the risk types across the group are

governed, identified, measured, managed, controlled and reported.

All standards are applied consistently across the group and are

approved by the board. It is the responsibility of business unit

executive management to ensure that the requirements of the risk

governance standards, policies and procedures are implemented

within the business units.

Each standard is supported by group policies and business unit

policies and procedural documents as required. Business units and

group risk functions are required to self assess, at least annually, their

compliance with group risk standards and policies. Risk governance

standards set out the framework for managing each major risk type

and policies are developed where required on specific items as stated

within the standards. Details with regards to the implementation of

these policies within each particular business unit are set out in the

processes and procedures documentation.

Risk appetite

Risk appetite is an expression of the maximum level of residual risk

that the group is prepared to accept in order to deliver its business

objectives. It is the balance of return and risk determined by the board

through the board and executive risk committees in consultation

with the business units as the group implements business plans,

recognising a range of possible outcomes.

The board establishes the group’s parameters for risk appetite by:

• providing strategic leadership and guidance;

• reviewing and approving annual budgets and forecasts for the

group and each business unit; and

• regularly reviewing and monitoring the group’s performance in

relation to risk through quarterly board reports.

Risk appetite is expressed by balancing:

• budgetary provisions for expected losses that are consistent with

the risk appetite implied by the business plans;

• an agreed tolerance for profit and loss volatility – an acceptable

scenario that is lower than budget by an amount that is consistent

with the risk appetite implied by the business plans;

• the risk adjusted returns generated from risk-taking being

acceptable; and

• in the context of stress tests, portfolio analyses and concentration

limits, risk assessments, risk indicators and other measures

devised by the business unit risk functions which serve to identify

and constrain threats to earnings and capital.

Risk appetite is determined with reference to measures such as:

• budgeted loss write-offs and provisions;

• limits on exposures to individual counterparties, sectors, industries

or geographies

• limits on trading exposures; and

• Interest rate movements.

Stress testing

Stress testing serves as a diagnostic and forward looking tool to

improve the group’s understanding of its market and liquidity risks

profile under event based scenarios.

Management reviews the outcome of stress tests and selects

appropriate mitigating actions to minimise and manage the risks to

the group. Residual risk is then evaluated against the risk appetite.

Examples of potential action to take are:

• reviewing and changing limits;

• limiting exposures in selected sectors or products; and

• re-balancing of portfolio’s to reduce risk sensitivity.

Risk categories

The bank’s enterprise risk management framework is designed to

govern, identify, measure, manage, control and report on the principal

risks to which the group is exposed. These risks, with applicability as

appropriate, are defined as follows:

Credit risk

Credit risk arises primarily in the bank operations where an obligor

fails to perform obligations, in accordance with agreed terms or

the counterparty’s ability to meet such contractual obligation is

impaired.

Credit risk comprises counterparty risk, settlement risk, country risk

and concentration risk.

Counterparty risk is the risk of loss to Stanbic IBTC as a result of

failure by a counterparty to meet its financial and/or contractual

obligations to the bank. It has three components:

• primary credit risk which is the exposure at default (EAD) arising

from lending and related banking product activities, including their

underwriting;

• pre-settlement credit risk which is the EAD arising from unsettled

forward and derivative transactions, arising from the default of the

counterparty to the transaction and measured as the cost of

replacing the transaction at current market rates; and

• issuer risk which is the EAD arising from traded credit and equity

products, and including their underwriting.

Settlement risk is the risk of loss to Stanbic IBTC from a transaction

settlement, where value is exchanged, failing such that the counter

value is not received in whole or part.

Country and cross border risk is the risk of loss arising from political

or economical conditions or events in a particular country which

reduce the ability of counterparties (including the relevant sovereign

and other members of the Standard Bank Group internationally) in

that particular country to fulfil their obligations to Stanbic IBTC. Cross

border risks is the risk of restriction on the transfer and convertibility

of local currency funds, into foreign currency funds thereby limiting

payment by offshore counterparties to the bank.

Concentration risk refers to any single exposure or group of

exposures large enough to cause credit losses which threaten Stanbic

IBTC’s capital adequacy or ability to maintain its core operations. It

is the risk that a common factor within a risk type or across risk types

causes credit losses or an event occurs within a risk type which results

in credit losses.

Market risk

Market risk is defined as the risk of a decrease in the actual or

effective market value of a portfolio of financial instruments caused

by adverse moves in market variables such as equity and bond prices,

currency exchange and interest rates, credit spreads, and correlations

and implied volatilities in all of the above. Market risk covers both

the impact of these risk factors on the market value of traded

instrument as well as the impact on the bank’s net interest margin as

a consequence of interest rate risk on banking assets and liabilities.

Liquidity risk

Liquidity risk arises when a bank is unable to meet its payment

obligations as and when they fall due. This may be caused by the

bank’s inability to liquidate assets or to obtain funding to meet its

liquidity needs.

Credit

Shareholders

Statutory committees

SubsidiariesPricingCountry riskInvestment

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74 75

The bank’s capital adequacy ratio is shown in the table below

December 08 December 07

Capital Adequacy (actual in %) �6 40

Regulatory capital

The bank complied with minimum capital requirements imposed by

the regulators during the period under review. Apart from the local

requirements, the group is also required to comply with the capital

adequacy requirement in terms of South African banking regulations

measured on Basel II principles. This act of compliance coupled with

the risk governance structure and implementation of ERM framework

as well as collation of loss data, amongst others, have continued to

bolster the group’s readiness for a regulatory regime that is anchored

on Basel II principles in the near future.

Credit risk

Framework and governance

By the very nature of its business, credit risk remains a key

component of financial risks faced by any bank. As such, Stanbic IBTC

has established sound governance principles to ensure that credit

risk is managed within a comprehensive risk management control

framework.

The principles guiding the assumption of credit risk and the overall

framework for its application, governance, and reporting is defined in

the Stanbic IBTC credit risk standard.

The standard covers all forms of credit risk, intentional or otherwise,

and is supported by credit risk policies and procedures to the

extent required to further define the credit risk framework and its

implementation across the bank.

In reaching credit decisions and taking credit risk, both the credit and

business functions must consistently and responsibly balance risk and

return, as return is not the sole prerogative of business neither is risk

the sole prerogative of credit. Credit (and the other risk functions,

as applicable) and business must work in partnership to understand

the risk and apply appropriate risk pricing, with the overall aim of

optimising the bank’s risk adjusted performance.

The standard, policies and procedures and compliance therewith are

not substitutes for common sense and good business judgment.

Risk management

Credit risk management

In Stanbic IBTC, the reporting lines, responsibilities and authority for

managing credit risk are clear and independent. Ultimate responsibility

for credit risk rests with the board and which has delegated this to the

following organs:

Board credit committee

The purpose of the board credit committee is to ensure that effective

credit governance is in place in order to provide for the adequate

management, measurement, monitoring and control of credit

risk including country risk. In addition to its pre-existing role, the

committee has also been vested with the following responsibilities as

may be set by the board:

• setting overall risk appetite;

• review and approve credit facilities that are within monetary

amounts as determined by the board from time to time

• ensuring committees within the structure operate according to

defined mandates and delegated authorities;

• maintain overall accountability and authority for the adequacy and

appropriateness of all aspects of the bank credit risk management

process;

• utilise appropriate tools to measure, monitor and control credit

risk in line with the SBG policies whist taking into account local

circumstances;

• recommend the bank’s credit policies and guidelines for board

approval; and

• any other matters relating to credit as may be delegated to the

committee by the board.

Credit risk management committee

The credit risk management committee (CRMC) is the management

credit decision-making function and it operates within defined

authority as determined by the board credit committee.

The CRMC effectively enhances credit discipline within the bank

and is responsible for controlling, inter alia, delegated authorities,

concentration risk, distressed debt and regulatory issues pertaining

to credit, credit audits, policy and governance.

In addition to the above, the credit committee provides oversight of

governance; recommends to the board credit committee the level of

the bank’s risk appetite; monitors model performance, development

and validation; determine counterparty and portfolio risk limits and

approval, country, industry, market, product, customer segment and

maturity concentration risk; risk mitigation; impairments and risk

usage.

Head of credit

The head of credit has functional responsibility for credit risk

management across the bank and is positioned at a sufficiently senior

level in order to ensure the necessary experience and independence

of judgment.

The head of credit is responsible for providing an independent and

objective check on credit risk taking activities to safeguard the

integrity of the entire credit risk process.

Credit risk mitigation

Guarantees, collateral and the transaction structure are used by the

bank to mitigate credit risks both identified and inherent though

the amount and type of credit risk is determined on a case by case

basis. The bank’s credit policy and guidelines are used in a consistent

manner, security is valued appropriately and reviewed regularly for

enforceability and to meet changing business needs.

Credit risk measurement

A key element in the measurement of credit risk is the assignment

of credit ratings. All customers including corporate, individuals and

institutions and special purpose vehicles (SPVs) are awarded risk

gradings to determine expected defaults across asset portfolios and

risk bands. The risk ratings attributed to counterparties are based on

a combination of factors which cover business and financial risks:

• all counterparties for which the bank has facility limits in place are

assigned a credit rating. The rating is forward looking (i.e.

predictive in nature) and discriminatory (i.e. ability to rank order).

However, all local ratings are capped by the country rating;

• a foreign currency rating and associated probability of default (PD)

must be used for all exposures to counterparties in a currency

other than naira;

• facility risk arising from exposure and/or facility specific factors

such as collateral and seniority must be measured and addressed

as part of the credit risk mitigation analysis and should not affect

or impact on the counterparty rating;

• external support, as distinct from mitigants, can be recognised

in the rating process on a defined basis, provided it is consistently

applied;

• the process and methodology to assign a rating to each counterparty

and a PD to each rating must be the responsibility of, and signed

off by, the credit committee; and

• pricing must be based on the risk grades assigned to the

counterparty.

The bank currently uses an international comparable �5 point master

rating scale for all performing counterparties.

Operational risk

Operational risk is defined as the risk of loss resulting from inadequate

or failed processes, people and systems (including information

technology and infrastructure) or from external events.

The definition of operational risk also includes:

• information risk – the risk of unauthorised use, modification of

disclosure of information resources;

• fraud risk – the risk of losses resulting from fraudulent activities

• environmental risk – the risk of inadvertently participating in the

destruction of the environment

• legal risk - the risk that the bank will be exposed to litigation;

• taxation risk – the risk that the bank will incur a financial loss due

to incorrect interpretation and application of taxation legislation

or due to the impact of new taxation legislation on existing

business.

• compliance risk - the risk that the bank does not comply with

applicable laws and regulations or supervisory requirements.

Business risk

Business risk is the risk of loss due to adverse local and global operating

conditions such as decrease in demand, increased competition,

increased cost, or by entity specific causes such as inefficient cost

structures, poor choice of strategy and reputation damage.

Capital management - Basel 1

Capital adequacy

The bank manages its capital base to achieve a prudent balance

between maintaining capital ratios to support business growth

and depositors’ confidence, and providing competitive returns to

shareholders. Stanbic IBTC ensures that its actions do not compromise

sound governance and appropriate business practices and it eliminates

any negative effect on payment capacity, liquidity and profitability.

Capital adequacy ratios, which reflect the capital strength of an entity

compared to the minimum regulatory requirement, is calculated by

dividing the capital held by the bank by its risk weighted assets. Risk

weighted assets are determined by applying prescribed risk weighting

to on- and off- balance sheet exposures according to the relative

credit risk of the counterparty.

Corporate governance

Page 39: Stanbic ibtc annual report 2008

76 77

Risk management

Liquidity risk

Framework and governance

The nature of banking and trading activities results in a continuous

exposure to liquidity risk. The bank’s liquidity risk management

framework is designed to measure and manage the liquidity position

at various levels of consolidation such that payment obligations can

be met at all times, under both normal and considerably stressed

conditions. Under the delegated authority of the board of directors,

ALCO sets liquidity risk policies in accordance with regulatory

requirements and international best practice.

Limits and guidelines are prudently set and reflect the bank’s

conservative appetite for liquidity risk. ALCO is charged with ensuring

compliance with liquidity risk standards and policies.

Liquidity and funding management

The bank has incorporated the following elements as part of

a cohesive liquidity management process:

• short-term and long-term cash flow management;

• maintaining a structurally sound balance sheet;

• expanding a diversified funding base;

• undertaking regular liquidity stress testing; and

• maintaining adequate liquidity contingency plans.

The cumulative impact of the above elements is monitored, at least

monthly by ALCO and the process is underpinned by a system of

extensive controls. The latter includes the application of purpose built

technology, documented processes and procedures, independent

oversight and regular independent reviews and evaluations of the

effectiveness of the system.

Cash flow management

Active liquidity and funding management is an integrated effort

across a number of functional areas. Short-term cash flow projections

are used to plan for and meet the day-to-day requirements of the

business, including adherence to prudential and ALCO requirements.

Long-term funding needs are derived from projected balance sheet

structures and positions are regularly updated.

An active presence is maintained in professional markets, supported

by efforts in relationship management with corporate and institutional

clients.

Structural requirements

The maturity analysis for financial liabilities represents the basis

for effective management of exposure to structural liquidity risk.

Behavioural profiling is applied to assets, liabilities and off-balance

sheet commitments with an indeterminable maturity or draw-down

period, as well as to certain liquid assets. This process is used to

identify significant additional sources of structural liquidity in the

form of liquid assets and core deposits such as current and savings

accounts that although repayable on demand or at short notice,

exhibit stable behaviour.

Limits and guidelines are set to restrict the mismatch between the

expected inflows and outflows of funds in different time buckets. One

of the mechanisms employed to ensure adherence to these limits and

guidelines is the active management of the long-term funding ratio.

This ratio is defined as those funding-related liabilities to the public

with a remaining maturity of greater than six months, as a percentage

of total funding-related liabilities to the public.

The table - Static anticipated liquidity gap above - indicates that the

bank is well poised to adequately withstand any expected outflows in

all time buckets.

Diversified funding base

Concentration risk limits are used to ensure that funding diversification

is maintained across products, sectors, and counterparties. Primary

sources of funding are in the form of deposits across a spectrum

of retail and wholesale clients. As mitigants, the bank maintains

marketable securities in excess of regulatory requirement in order to

condone occasional breaches of concentration limits.

Liquidity stress testing

Anticipated on- and off-balance sheet cash flows are subjected to

a variety of bank specific and systemic stress scenarios in order to

evaluate the impact of unlikely but plausible events on liquidity

positions. Scenarios are based on both historical events, such as

past emerging markets crises, and hypothetical events, such as a

bank specific crisis. The results obtained from stress testing provide

meaningful input when defining target liquidity risk positions.

Liquidity contingency plans

Liquidity contingency plans are designed to, as far as possible, protect

stakeholder interests and maintain market confidence in order

to ensure a positive outcome in the event of a liquidity crisis. The

plans incorporate an extensive early warning indicator methodology

supported by a clear and decisive crisis response strategy. Early

warning indicators span both bank specific and systemic crises and

are monitored based on assigned frequencies and tolerance levels.

The crisis response strategy is formulated around the relevant

crisis management structures and addresses internal and external

communications, liquidity generation, operations, as well as

heightened and supplementary information requirements.

Market risk

The identification, management, control, measurement and reporting

of market risk is categorised as follows:

Trading market risk

These risks arise in trading activities where the bank acts as a principal

with clients in the market. The group policy is that all trading activities

are contained within the group’s Corporate & Investment Banking

trading operations.

Banking book interest rate risk

These risks arise from the structural interest rate risk caused by the

differing repricing characteristics of banking assets and liabilities.

Foreign currency risk

These risks arise as a result of changes in the fair value or future cash

flows of financial exposures as a result of changes in foreign exchange

rates other than those included in the Value at Risk (VaR) analysis for

Corporate & Investment Banking’s trading positions.

Equity investment risk

These risks arise from equity price changes caused by listed and unlisted

investments. This risk is managed through the equity investment

committee, which is a sub-committee of the executive committee.

Static anticipated liquidity gap

Cum. Gap

as a % of total deposit Overnight � month �-� months 4-6 months 7-�� months ��-�4 months

Local currency mismatches 69.4 94.5 �07.5 �06.6 ��5 �0�.�

Foreign currency mismatches 85.� ��6 9�.9 ��4.� 76.4 �5�.4

Non performing loans

N’000s CIB PBB Total

NPL net of IIS Specific provision NPL Net of IIS Specific provision NPL Net of IIS Specific provision

Substandard 90 9 �,�86 ��9 �,�76 ��8

Doubtful 7,98� �,95� �,70� 850 9,60� 4,80�

Lost �,098 �,�9� �,�00 �,�00 �,�98 4,49�

Total 9,090 6,�5� 5,�87 �,�79 �4,�77 9,4��

Non performing loan analysis

The tables below show analyses of non performing loans as at December �008.

The bank’s margin facilities which comprise 8% of the bank’s risk assets are soundly managed and within acceptable concentration limits.

Provisioning against these balances have been made on a basis consistent with prior years.

Provision adequacy

N’000s balance suspense value (NPV) NPL adequacy

Margin lending �,995 6 �,�89 700 �,67� ��9%

Other balances ��,54� �,�55 6,968 4,��0 7,759 �80%

Total �5,5�8 �,�6� 9,�57 5,0�0 9,4�� �88%

Gross NPL Interest in Security Net Provision Provision

Corporate governance

Page 40: Stanbic ibtc annual report 2008

78 79

Distribution of trading income in �008

The histogram above shows the distribution of daily income and

losses during �008. It captures trading income volatility and shows

the number of days in which the bank’s trading related revenues fell

within particular ranges. The distribution is skewed to the profit side.

The graph below shows the VaR analysis and actual income of the

foreign currency trading unit throughout the year.

Analysis of trading book market risk exposures

The table below shows the historical VaR utilisation for the bank’s

foreign currency trading positions. The maximum (and minimum) VaR

amounts show the bands in which the values at risk fluctuated.

Risk management

Framework and governance

The board approves the market risk appetite and standards for all

types of market risk. The board grants general authority to take on

market risk exposure to ALCO. ALCO sets market risk policies to ensure

that the measurement, reporting, monitoring and management of

market risk associated with operations of the bank follow a common

governance framework. The bank’s ALCO reports to exco and also

to board risk committee. In-country risk management is subject to

SBG oversight for compliance with group standards and minimum

requirements.

The market risk management unit, which is independent of trading

operations and accountable to ALCO, monitors market risk exposures

due to trading and banking activities. This unit monitors exposures

and respective excesses daily, report monthly to ALCO and quarterly

to the board risk committee.

Market risk measurement

The techniques used to measure and control market risk include:

• daily VaR;

• VaR back-testing;

• stress tests;

• PV0�;

• other market risk measures; and

• annual net interest income at risk.

Daily value-at-risk (VaR)

VaR is a statistical measurement of the potential loss of value resulting

from market movements over a period of time given a predetermined

probability (95% confidence level).

VaR limits and exposure measurements are in place for foreign

currency risks. The bank generally uses the historical VaR approach

to derive quantitative measures, specifically for market risk under

normal market conditions. Normal VaR is based on a holding period

of one day and a confidence level of 95%. Daily losses exceeding the

VaR are likely to occur, on average, �� times in every �50 days.

The use of historic VaR has limitations as it is based on historical

correlations and volatilities in market prices and assumes that future

prices will follow the observed historical distribution. Hence, there is

a need to back-test the VaR model regularly.

-400

-200

0

200

400

600

800

1000

1200

Jan 2008

FX P&L Norm al VaR

Dec

VaR back-testing

The bank back-tests its foreign currency exposure VaR model to

verify the predictive ability of the VaR calculations thereby ensuring

the appropriateness of the model. Back-testing compares the

daily hypothetical profit and loss under the one-day buy and hold

assumption to the prior day VaR. Profit or loss for back-testing is

based on the theoretical profits or losses derived purely from foreign

currency spot moves and it is calculated over �50 cumulative trading-

days at 95% confidence level.

Stress tests

Stress testing provides an indication of the potential losses that

could occur in extreme market conditions. The stress tests carried

out include individual market risk factor testing and combinations

of market factors per trading desk and for combinations of trading

desks. Stress tests include a combination of historical, hypothetical

and Monte Carlo type simulations.

PV01

PV0� is a risk measure used to assess the effect of a change in interest

rate of one basis point on the price of an asset. A limit is set for the

fixed income and money market trading portfolios.

Other market risk measures

Other market risk measures specific to individual business units include

permissible instruments, concentration of exposures, gap limits,

maximum tenor and stop loss triggers. In addition, only approved

products that can be independently priced and properly processed

are permitted to be traded.

The market risk unit independently validates and documents new pricing

models and perform an annual review of existing models to ensure

models are still relevant and behaving within expectations. In addition,

the market risk department assesses the daily liquid closing price inputs

used to value instruments and performs a review of less liquid prices

from a reasonableness perspective at least monthly. Where differences

are significant, mark-to-market adjustments are made.

Annual net interest income at risk

A dynamic forward-looking annual net interest income forecast is

used to quantify the banks’ anticipated interest rate exposure. This

approach involves the forecasting of both changing balance sheet

structures and interest rate scenarios, to determine the effect these

changes may have on future earnings. The analysis is completed under

both normal market conditions as well as stressed market conditions.

> 120> 105 =120

> 90 = 105

> 75 =90

> 60 =75

> 45 = 60

> 30 =45

> 15 =30

= 15= -15> -15 =-30

> -30

0

10

20

30

40

50

60

70

80

90

100

110

120

130

140

150

160 Loss Profit

N’millions

FX VaR (US$)

Minimum Average Maximum �� Dec �008

Normal VaR 964 �5,�08 ��4,008 60,478

Stress VaR 8,90� 9�7,0�9 �,4��,500 �,0�4,���

Analysis of banking book market risk exposures

Banking-related market risk exposure principally involves the

management of the potential adverse effect of interest rate movement

on net interest income.

This risk is transferred to and managed within the bank’s treasury

operations under supervision of ALCO. The main analytical techniques

used to quantify banking book interest rate risk are earnings and

valuation-based measures. In doing so, cognisance is taken of

embedded options, such as loan prepayments and accounts where

the behaviour differs from the contractual position.

In analysing the re-pricing gaps for the bank’s non-trading portfolios,

all assets and liabilities are sited in gap intervals based on their repricing

characteristics. Assets and liabilities for which no specific contractual

repricing or maturity dates exist are placed in gap intervals based on

management’s judgment and statistical analysis, as determined by the

most likely repricing behaviour.

Market risk on equity investments

The equity committee has governance and oversight of all investment

decisions. The committee is tasked with the formulation of risk

appetite and oversight of investment performance. Periodic reviews

and reassessments are undertaken on the performance of the

investments.

Operational risk

Approach to operational risk

The Stanbic IBTC approach to managing operational risk is to adopt

practices that are “fit for purpose”, in order to increase the efficiency

and effectiveness of the group’s resources, minimise losses and

utilise opportunities. This approach is aligned to Stanbic IBTC’s and

SGB’s enterprise risk management frameworks and adopts the sound

practices recommended by various sources, including the Basel II

Accord’s “Sound Practices for the Management and Supervision of

Operational Risk” and the regulators. The group continues to embed

operational risk practices into its day-to-day business activities.

Corporate governance

Page 41: Stanbic ibtc annual report 2008

80 8�

Risk management

Governance

The board risk management committee, as the delegated risk

oversight body on behalf of the board, has the ultimate responsibility

for operational risk. It ensures quality, integrity and reliability of

operational risk management across the group.

The operational risk and compliance committee (ORCC) serves as

the oversight body in the application of the group’s risk management

framework. This is achieved through enforcing standards for

identification, assessing, controlling, monitoring and reporting. ORCC

reviews and recommends operational risk appetite and tolerance to the

executive committee and the board risk management committee.

Management and measurement of operational risk

The operational risk management framework serves to ensure that

risk owners are clearly accountable for the risk inherent within the

business activities of the group. The key element in the framework

includes methodologies and tools to identify, measure, and manage

operational risks, a governance model, processes to ensure internal

training and awareness, communication, and change management.

Risk and control self assessments are designed to be forward-looking.

Management is required to identify risks that could threaten the

achievement of business objectives and together with the required

set of controls and actions, mitigate the risks. Risk assessment also

incorporates a regular review of identified risks.

The loss data collection process ensures that all operational risk loss

events and near misses are captured into a centralised database.

The flow of information into the loss event database is a bottom-up

approach. The capture process identifies and classifies all incidents

in terms of an incident classification list. This information is used to

monitor the state of operational efficiency, address trends, implement

corrective action and manage recovery where possible.

The group uses key risk indicators (KRIs) to monitor the risks

highlighted in the risk and control self-assessment process. The

implementation of the KRIs is an integral element of the framework

and is therefore compulsory throughout the group. Business units are

required to report on a regular and event-driven basis. The reports

include a profile of the key risk to the achievement of their business

objectives, control issues of bank-level significance, and operational

risk events.

The bank developed its business continuity management plan and

conducted a desktop walkthrough test. A desktop walkthrough is a

facilitated paper walkthrough of the recovery plan and any associated

processes and procedures that would be used in a real disaster. A

scenario is defined, and each team member has specific responsibilities

as defined in checklists in the recovery plan.

The group maintains adequate insurance to cover key operational and

other risks.

Information risk management

Information risk is defined as the risk of accidental or intentional

unauthorised use, modification, disclosure or destruction of

information resources, which compromises their confidentiality,

integrity or availability.

From a strategic perspective, information risk management is treated

as a particular discipline within the operational risk framework. In

essence, information risk management not only protects the group’s

information resources from a wide range of threats, but also enhances

business operations, ensures business continuity, maximises return

on investments and supports the implementation of various services.

The approach to the management of information risk in the group

is in accordance with global best practice, applicable laws and

regulations.

The group has embarked on an enterprise-wide comprehensive

awareness/education campaign to ensure that the culture of

information protection is entrenched and the risks associated with

handling information are mitigated.

Fraud risk management

Stanbic IBTC has a set of values that embraces honesty, integrity and

ethics and, in this regard, has a “Zero Tolerance” approach to fraud

and corruption. Where necessary, disciplinary, civil and criminal actions

are taken against staff and third parties who perpetrate fraud. Staff

found guilty of dishonesty through the group’s disciplinary processes

will be listed on appropriate industry databases for dismissed staff.

The group’s forensic unit, which is responsible for fraud risk

management practices, in conjunction with law enforcement agencies,

investigates all losses incurred as a result of criminal activity from

staff and third parties with the end result being a criminal conviction

and recovery of the crime proceeds.

There are anti-fraud mechanisms and regular campaigns in place to

mitigate fraud risk. These measures include constant review and re-

engineering of the group’s internal processes, engagement of law

enforcement agencies, industry forums and collaborative workshops

to discuss best practices to combat fraud and a group-wide fraud

prevention incentive programme.

Environmental risk management

Stanbic IBTC acknowledges that the development of a corporate

culture whereby environmental protection and the sound management

of natural resources in both its own operating environment and with

all the parties with which it has a business association is crucial to

sustainable development. The bank adopts a precautionary approach

to environmental management, striving to anticipate and prevent

environmental risk degradation. The group’s approach is in line with

the guidelines set out in the Equitor Principles and the provisions of

the environmental laws of the country.

Legal risk management

Legal risk is defined as the potential loss that may be suffered by the

group as a result of the imposition of a court judgment against the

group. Legal risk can also arise as a result of the loss from a contract

that cannot be legally enforced or the group may be liable for damages

to third parties.

The legal risk unit carries out, amongst others, the following functions

as part of its legal risk management process:

• signing-off of all contacts entered into by the group;

• ensuring that service level agreements (SLAs) are executed

between the group and service providers;

• drafting of standard product documentation;

• reviewing and monitoring legal claims made against the group;

and

• obtaining legal opinion in respect of all the litigations that the

group is involved in, to ascertain if there is a need for provision to

be made in cases where the likelihood of success against the bank

is high.

Provision is made in all instances where the group is of the opinion

that there is a likelihood that the claims against it may succeed.

Occupational health and safety

The health and safety of employees, clients and other stakeholders

continues to be a priority and the group aims to effectively identify

and reduce the potential for accidents or injuries. To this end, an

occupational health and safety policy for the group has been approved

by the ORCC and exco respectively. This policy was approved by the

board in April �009.

Compliance risk management

Compliance is an independent core risk management activity overseen

by the group’s compliance unit, which is overseen by the chief

compliance officer. The unit provides independent reports to the

ORCC, exco and the board risk management committee. The group

chief compliance officer has unrestricted access to the chief executive

officer and the chairperson of the board risk management committee.

The group’s approach to managing legislative risk exposures is

proactive and premised on internationally accepted principles of risk

management. The group fosters a culture of compliance which is seen

not only as a requirement of law but also a good business practice.

Compliance risk

Compliance risk refers to the risk of failing to comply with applicable

laws, regulators, codes of conduct and standards of good practice,

which may result in regulatory sanctions, financial or reputation

loss. It focuses on ensuring that the group complies with laid down

regulations that are applicable to its business and operations.

The compliance risk function of the group carries out, amongst others,

the following functions as part of its compliance risk management

process:

• maintain compliance risk management plans for at least five

regulatory

requirements that are rated highest in terms of their impact of the

group’s business;

• maintain an appropriate and relevant schedule of all the laws that

are applicable to the group and circulate this to all the business

units within the group;

• liaise with regulators to co-ordinate inspections and examinations

and ensure that findings contained in the inspection or examination

reports are satisfactorily closed out; and

• respond to regulatory requests for information and documents.

Corporate governance

Page 42: Stanbic ibtc annual report 2008

8� 8�

Risk management

In line with the above responsibility, the compliance unit ensures

that recently enacted laws, regulations and circulars are obtained

and circulated to all the relevant departments of the group to guide

them appropriately.

Furthermore, newly enacted laws are reviewed and included in the

group’s regulatory schedule which contains the provisions of all the

laws that are applicable to the group in its day to day activities. The

regulatory schedule is circulated amongst business units accordingly

for their guidance.

The compliance unit serves as the interface between the bank and

its primary regulators during spot checks and routine examinations

carried out by the regulators with the aim of ensuring that all issues

raised by the regulators are properly addressed.

In this regards, the compliance unit regularly interacts with different

regulators and law enforcement agencies, such as Nigerian Police;

Nigerian Financial Intelligence Unit (NFIU); Economic and Financial

Crimes Commission (EFCC); and the National Drug Law Enforcement

Agency (NDLEA).

The accounts under regulatory investigation are placed on internal

monitoring and a recommendation may be made for those accounts

to be closed where there is evidence that the account is being used

for fraudulent activities.

Money laundering control

The bank attaches utmost importance to ensuring that know your

customer (KYC), anti-money laundering and terrorist financing control

legislations are strictly adhered to. These legislations impose certain

obligations on the bank such as ensuring that all customers of the

bank have passed through a KYC scrutiny; that records of customers

and their transactions are kept for a five year period; and that certain

threshold transactions are reported on a weekly basis.

Key legislations and regulations that govern anti-money laundering

are the Money Laundering (Prohibition) Act �004; Central Bank of

Nigeria (CBN) KYC Manual; various CBN circulars, and the Economic

and Financial Crimes Commission (EFCC) Act of �004.

In accordance with the relevant provisions of the Money Laundering

(Prohibition) Act of �004, training programmes are also organised

for the group’s employees and over 950 employees of the group

have been trained already in this regard. Training is carried out in an

easy to understand manner that allows members of staff to have a

good understanding of key issues such as KYC, money laundering,

suspicious transactions and terrorist financing.

Early in the year, the bank had categorised all its active accounts

into categories A, B, and C for high, medium and low risk accounts

respectively to allow for a risk based monitoring of customer

accounts.

As part of the bank’s commitment and resolve to combat the

scourge of money laundering an automated anti-money laundering

(AML) solution was recently installed to ensure that the process of

identifying and capturing suspicious transactions is more effective.

This process enables the bank to monitor transactions of customers

that are viewed to be unusual on a continuous basis.

Reputational risk

Reputational risk is the risk caused by damage to an organisation’s

reputation, name or brand. Such damage may result from a breakdown

of trust, confidence or business relationships. Safeguarding the

group’s reputation is of paramount importance to its continued

success and is the responsibility of every member of staff.

As a group, Stanbic IBTC places a high premium on its reputation and

all its members of staff are constantly reminded of the need to ensure

that the bank’s name is protected at all times and in all situations. As a

banking group, Stanbic IBTC’s good reputation depends on the way in

which it conducts business, but it is also affected by the way in which

clients, to whom it provides financial services, conducts themselves.

Corporate governance

Page 43: Stanbic ibtc annual report 2008

84 8585

• Directors’ report

• Audit committee report

• Consolidated financial statements

* Statements of directors’ responsibilities

* Report of the independent auditor

* Statement of significant accounting policies

* Balance sheet

* Profit and loss account

* Statement of consolidated cash flows

* Notes to theconsolidated financial statements

* Statement of value added

* Five year consolidated financial summary

Annual financial statementsAnnual financial

statements

Page 44: Stanbic ibtc annual report 2008

86 87

Directors’ shareholding:

The directors specified below held shares either directly or indirectly on � April �008 and continued to hold direct or indirect shareholdings in

the bank throughout the year under review.

Ordinary Shares

As at �.�.08 As at ��.��.08

Direct Indirect Direct Indirect

Atedo N. A. Peterside OON �00,000,000 – ��0,000,000 –

Chris Newson – – – –

Sola David - Borha �6,���,57� – �6,���,57� –

Marna Roets – – – –

Jacques Troost – – – –

Moses Adedoyin 44,��,000 – 44,��0,000 –

Mallam Ahmed Dasuki ��5,005,��� – �09,000,7�� –

Dr Alewyn Burger – – – –

Ifeoma Esiri ��9 844 �94 – ���,844,�94 –

Dr Christopher Kolade CON – – – –

Ben Kruger – – – –

Bhagwan Mahtani * 5�,�7�,��� �,007,�0�,958 5�,�7�,��� �,007,�0�,958

Ratan Mahtani** 5�,�7�,��� �,007,�0�,958 5�,�7�,��� �,007,�0�,958

Jacko Maree – – – –

Yinka Sanni �,�4�,0�0 – �,450,000 –

Sam Unuigbe ���,605,600 – ���,605,600 –

Lt Gen (rtd) M.I. Wushishi CFR GCON*** – ��4,000,000 – ��4,000,000

* Bhagwan Mahtani has an indirect holding in the bank through a number of companies that include Aegean Investments Limited, Churchgate

Nigeria Limited, First Century International Limited, Foco International Investments Limited, T F Kuboye & Co and International Seafoods

Limited, in which companies he has either a direct or indirect interest.

** Ratan Mahtani has a direct shareholding in the bank of 5�,�7�,��� Ordinary Shares of 50 kobo each and also has a similar indirect holding

in the same companies as Bhagwan Mahtani.

*** Lt Gen (rtd) M.I. Wushishi CFR GCON, has an indirect holding in the bank through Umfat Holdings Ltd, a company in which he is the

majority shareholder.

Directors’ report

In compliance with the Companies & Allied Matters Act Cap C�0 Laws

of the Federation of Nigeria �004 (“CAMA”) the directors present

the directors’ report for Stanbic IBTC Bank PLC. The report also makes

reference to issues relating to the bank’s wholly - owned subsidiaries:

Stanbic IBTC Asset Management Limited, Stanbic IBTC Ventures

Limited and Stanbic Nominees Limited; the subsidiaries in which it

has a majority equity stake; Stanbic Equities Limited, RB Resources

Limited; Stanbic IBTC Ventures’ and Stanbic IBTC Pension Managers

Limited. Where reference is made to the bank and its subsidiaries

such reference is classified as a reference to the Stanbic IBTC Bank

Group (the group).

During the year under review, the bank provided corporate and

investment banking, asset management, private banking and retail

banking services from a total of 6� branches and private banking

suites. The bank’s subsidiaries in turn provided a range of services

that included asset management, stock broking, custodial services,

pension fund administration and property development.

Asset Values:

As at �� December �008 the group’s total assets amounted to N�5�

billion, of which net fixed assets were in the sum of N�5 billion. The

group’s capital and reserves exceeded N8� billion (including minority

interest of N7�� million).

Board of Directors

As at �� December �008, the board was comprised of the following �7 persons:

Atedo N. A. Peterside OON Chairman

Chris Newson CEO

Sola David – Borha Deputy CEO

Marna Roets Executive director

Jacques Troost Executive director

Moses Adedoyin Non – executive director

Mallam Ahmed Dasuki Non – executive director

Dr Alewyn Burger Non – executive director

Ifeoma Esiri Non – executive director

Dr Christopher Kolade CON Non - executive director

Ben Kruger Non – executive director

Bhagwan Mahtani Non – executive director

Ratan Mahtani Non – executive director

Jacko Maree Non – executive director

Yinka Sanni Non – executive director

Sam Unuigbe Non – executive director

Lt Gen (rtd) M.I. Wushishi CFR GCON Non – executive director

On the ��nd of July �008, Craig Bond, who was appointed to the board on �5 October �007 voluntarily resigned from the board. Dr Alewyn

Burger and Ratan Mahtani were appointed to the board on �� July �008, subject to the bank obtaining all regulatory approvals for their

appointments, which approvals were fully obtained by December �008.

In accordance with Article 8� of the bank’s Articles of Association, Sola David Borha, Marna Roets, Mallam Ahmed Dasuki, Ifeoma Esiri, Ben

Kruger and Bhagwan Mahtani retire by rotation and being eligible, offer themselves for re – election. The appointments of Dr Alewyn Burger

and Ratan Mahtani, which took effect after the September �008 annual general meeting will be tabled for shareholders’ approval at the

annual general meeting (AGM) that will, amongst other items, discuss and where appropriate approve the bank’s financial statements for the

year ended �� December �008.

Annual financial statements

Page 45: Stanbic ibtc annual report 2008

88 89

Auditors

In accordance with Section �57(�) of the Companies & Allied Matters Act Cap C�0 Laws of the Federation of Nigeria �004, PricewaterhouseCoopers

have indicated their willingness to continue in office as external auditors to the company. A resolution will be proposed, and if considered

appropriate passed, by shareholders, at the AGM, to authorise the directors to fix the remuneration of the auditors.

Charitable & other donations

During the year under review and in conformity with its laid down policy on donations, the group donated the amounts indicated below to

finance specified activities of the recipient organisations:

Nigeria Chamber of Commerce �00,000.00

Nigeria Police College �86,000.00

Society of Petroleum Engineers �50,000.00

National Youth Service Corps ��5,000.00

Minna Golf Club �00,000.00

�008 Annual Small World Event �00,000.00

Ivory Club of Nigeria 50,000.00

Military Hospital Ikoyi �0,000.00

Sacred Heart Hospital �0,000.00

Rayfield Club �0,000.00

Ibadan South West lga �0,000.00

Nig Inst. of Estate Surv. & Valuer �0,000.00

Ministry of Environment’s Office �0,000.00

Lagos State Security Trust Fund �0,000,000.00

Directors’ responsibilities

The directors’ responsibilities are specified in the corporate governance section of this Annual Report.

Record of directors’ attendance

The record of directors’ attendance at board and shareholders’ meetings during the financial year under review is disclosed in the corporate

governance section of the Annual Report.

Equity and range analysis

As at �� December �007 the bank had a total of ��7,�45 shareholder accounts and the range analysis of their holdings is specified below:

Equity and Range Analysis.

Range Holders Units

No. % Cum No % Cum.

� -�,000 �7,704 ��.65 �7,704 ��,�57,8�� 0.�� ��,�57,8��

�,00� -5,000 49,54� 4�.�9 77,�45 ��7,984,5�4 0.74 �6�,�46,��6

5,00� -�0,000 �5,4�4 ��.�7 9�,669 ���,���,��5 0.70 �9�,469,65�

�0,00� -50,000 �7,84� �5.�� ��0,5�0 4��,64�,66� �.�� 7�6,���,���

50,00� -�00,000 �,��5 �.66 ���,6�5 �50,94�,678 �.�4 977,056,99�

�00,00� -500,000 �,75� �.�5 ��6,�77 6�4,4�5,585 �.�� �,60�,47�,576

500,00� -�,000,000 �79 0.�� ��6,756 �95,78�,��6 �.58 �,897,�54,79�

�,000,00� -�,000,000 �59 0.�4 ��6,9�5 ���,�55,0�9 �.�� �,��8,409,8��

�,000,00� -5,000,000 �0� 0.09 ��7,0�8 ��5,9��,995 �.74 �,454,���,806

5,000,00� -�0,000,000 50 0.04 ��7,068 �59,054,��9 �.9� �,8��,�85,9�5

�0,000,00� -50,000,000 4� 0.04 ��7,��� 947,040,5�8 5.05 �,760,4�6,45�

50,000,00� -�00,000,000 �0 0.0� ��7,��� 754,90�,��� 4.0� 4,5�5,��7,576

�00,000,00� -999,999,999,999 �4 0.0� ��7,�45 �4,��4,67�,4�4 75.9� �8,750,000,000

Grand Total ��7,�45 �00% �8,750,000,000 �00%

Results and Dividends

The Group The Bank

N’000 N’000

Profit after Tax ��,994,4�0 9,��4,80�

Dividend Proposed 7,500,000 7,500,000

Transfer to Reserves �,9�8,67� �,764,44�

Directors’ report

Naira

Annual financial statements

Page 46: Stanbic ibtc annual report 2008

90 9�

Directors’ report

Miscellaneous

Subsidiaries

The names of IBTC Asset Management Limited, IBTC Pension

Managers Limited and IBTC Ventures Limited were changed to Stanbic

IBTC Asset Management Limited, Stanbic IBTC Pension Managers

Limited and Stanbic IBTC Ventures Limited respectively, which new

names reflect their association with Stanbic IBTC.

The group’s equity holding in Stanbic IBTC Pension Managers Limited,

which was formerly held by IBTC Ventures Limited, was transferred to

the bank during the year and the percentage shareholding of that

company now held by the bank increased to 70.59%. Accordingly,

Stanbic IBTC Pension Managers Limited is now a direct subsidiary of

the bank.

The issued and authorised share capital of Stanbic IBTC Asset

Management increased from N�00 million to N� billion.

The bank disposed of the totality of its equity holding in Britex Nigeria

Limited, which it had acquired as a SMEIS investment which ceased to

be a subsidiary of the bank in July �008. R B Resources in which the

bank has a 90% equity holding is currently being wound up.

Stanbic IBTC Asset Management Limited (“SIAML”) combined with

Stanbic Equities was the largest Stock-broking firm by transaction

value on The Nigerian Stock Exchange (“The NSE”) for the third year

running. Stanbic IBTC Pension Managers Limited is the largest pension

administrator by number of accounts and assets under management.

Employment of disabled persons:

The group does not currently employ any disabled person. However,

its recruitment policy, which is based solely on merit, does not

discriminate against any person on the grounds of physical disability

or because he /she has HIV/AIDS.

Health, safety and welfare at work:

The group provides comprehensive medical, dental and optical

cover for all employees and their dependants under a group health

insurance scheme. Where an employee acting within the scope of

his/her employment accidentally injures a third party the group

will, within acceptable limits, defray such party’s medical expenses.

Employees can also receive independent counselling and advise at the

group’s expense in relation to work and life problems, as the group

has subscribed to an independent counselling advisory service utilised

throughout the Standard Bank Group and known as ICAS.

Employee involvement and training:

To ensure that it appropriately addressed employees’ welfare and

concerns throughout the year under review, the group:

- kept staff informed of all matters affecting them and the group in

general and encouraged their contributions towards the

development of staff policies.

- held a number of staff meetings that discussed the group’s day-to-

day operations, business focus and staff welfare issues.

- ensured that staff received continuous on - the - job training and also

attended relevant programmes conducted by reputable third party

facilitators both within and outside Nigeria, as well as the Standard

Bank Global Leadership Centre (GLC) in South Africa.

The Committee reviewed Management’s Response to the Auditors

findings in respect of management matters and we and the Auditors

are satisfied with management’s response thereto.

On a review of insider / related party transactions the Committee was

satisfied with their status.

The Committee therefore recommended that the Audited Financial

Statements of the group for the year ended �� December �008

and the Auditors’ Report thereon, be presented for adoption by the

company at the Annual General Meeting.

The Committee also approved the provision made in the Financial

Statements in relation to the remuneration of the auditors.

ENG. OLUYOMI ADEYEMI WILSON

CHAIRMAN, AUDIT COMMITTEE

� February �009

Audit committee report

In compliance with the provisions of Section �59(�) to (6) of the

Companies & Allied Matters Act Cap C�0 Laws of the Federation

of Nigeria �004 the Committee considered the Audited Financial

Statements for year ended �� December �008 together with the

Management Control Report from the Auditors and the bank’s

response to this report at its meeting held on � February �008.

In our opinion, the scope and planning of the audit for the year ended

�� December �008 was adequate.

After due consideration, the Committee accepted the Report of the

Auditors that the financial statements were in accordance with ethical

practices and in accordance with generally accepted accounting

practices and gives a true and fair view of the state of the bank’s

financial affairs.

Annual financial statements

Page 47: Stanbic ibtc annual report 2008

9� 9�

Consolidated financial statements �� December �008• Report of the Independent auditor

• Statement of directors’ responsibilities

• Statement of significant accounting policies

• Balance sheet

• Profit and loss account

• Statement of consolidated cash flows

• Notes to the consolidated financial statements

• Statement of value added

• Five year consolidated financial summary

9�

Annual financial statements

Page 48: Stanbic ibtc annual report 2008

94 95

Annual financial statementsReport of the

independent auditor

Report on consolidated financial statements

We have audited the accompanying consolidated financial statements

of Stanbic IBTC Bank PLC (“the bank”) and its subsidiaries (together

“the group”) which comprise the consolidated balance sheet as of

�� December �008 and the consolidated profit and loss account and

consolidated statement of cash flows for the year then ended and

a summary of significant accounting policies and other explanatory

notes.

Directors’ responsibility for the financial statements

The directors are responsible for the preparation and fair presentation

of these consolidated financial statements in accordance with Nigerian

Statements of Accounting Standards and with the requirements of the

Companies and Allied Matters Act and the Banks and Other Financial

Institutions Act. This responsibility includes: designing, implementing

and maintaining internal control relevant to the preparation and

fair presentation of financial statements that are free from material

misstatement, whether due to fraud or error; selecting and applying

appropriate accounting policies; and making accounting estimates

that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an independent opinion on the

consolidated financial statements based on our audit. We conducted

our audit in accordance with International Standards on Auditing.

Those standards require that we comply with ethical requirements

and plan and perform our audit to obtain reasonable assurance that

the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the

entity’s preparation and fair presentation of the financial statements

in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the company’s internal control. An audit

also includes evaluating the appropriateness of accounting policies

used and the reasonableness of accounting estimates made by the

directors, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Opinion

In our opinion, the accompanying consolidated financial statements

give a true and fair view of the state of the financial affairs of the bank

and the group as of �� December �008 and of their profits and cash

flows for the year then ended in accordance with Nigerian Statements

of Accounting Standards, the Companies and Allied Matters Act and

the Banks and Other Financial Institutions Act.

Report on other legal and regulatory requirements

The Companies and Allied Matters Act and the Banks and Other

Financial Institutions Act require that in carrying out our audit we

consider and report to you on the following matters.

We confirm that:

i) we have obtained all the information and explanations which to

the best of our knowledge and belief were necessary for

the purposes of our audit;

ii) in our opinion proper books of account have been kept,

so far as appears from our examination of those books;

iii) the bank’s balance sheet and profit and loss account are in

agreement with the books of account;

iv) our examination of loans and advances was carried out in

accordance with the Prudential Guidelines for licensed banks

issued by the Central Bank of Nigeria;

v) related party transactions and balances are disclosed in Note �0

to the financial statements in accordance with the Central Bank of

Nigeria circular BSD/�/�004;

vi) the bank contravened certain sections of the Banks and

Other Financial Institutions Act during the year as explained

in Note �� to the consolidated financial statements.

vii) except for the contraventions disclosed in Note �� to the

consolidated financial statements, the bank has complied with the

requirements of the relevant circulars issued by the Central Bank

of Nigeria during the year.

Chartered Accountants

�� May �009

Lagos, Nigeria

Report of the independent auditor to the members of Stanbic IBTC Bank PLC

• Nigerian Accounting Standards;

• Prudential guidelines for licensed banks;

• relevant circulars issued by the Central Bank of Nigeria;

• the requirements of the Banks and Other Financial Institutions

Act; and

• the requirements of the Companies and Allied Matters Act.

The directors are of the opinion that the consolidated financial

statements give a true and fair view of the state of the financial

affairs of the group and of its profit or loss. The directors further

accept responsibility for the maintenance of accounting records that

may be relied upon in the preparation of the consolidated financial

statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the directors to indicate that

the bank and its subsidiaries will not remain a going concern for at

least twelve months from the date of this statement.

Statement of directors’ responsibilities

The Companies and Allied Matters Act and the Banks and Other

Financial Institutions Act, require the directors to prepare financial

statements for each financial year that give a true and fair view of the

state of financial affairs of the bank at the end of the year and of its

profit or loss. The responsibilities include ensuring that the bank:

a) keeps proper accounting records that disclose, with reasonable

accuracy, the financial position of the company and comply with

the requirements of the Companies and Allied Matters Act, and

the Banks and Other Financial Institutions Act;

b) establishes adequate internal controls to safeguard its assets and

to prevent and detect fraud and other irregularities; and

c) prepares its financial statements using suitable accounting policies

supported by reasonable and prudent judgements and estimates,

and are consistently applied.

The directors accept responsibility for the annual financial statements,

which have been prepared using appropriate accounting policies

supported by reasonable and prudent judgements and estimates,

in conformity with:

ATEDO N.A. PETERSIDE O O N CHRIS NEWSON

(CHAIRMAN) (CHIEF EXECUTIVE OFFICER)

�9 APRIL �009

�� May �009

Page 49: Stanbic ibtc annual report 2008

96 97

Annual financial statements

Segments whose total revenue (internal and external), absolute profit

or loss or total assets are �0% or more of the group total, are reported

separately. Transactions between segments are priced at market-

related rates.

H. Provision against credit risk

Provision is made in accordance with the Statement of Accounting

Standard for Banks and Non-Bank Financial Institutions, (SAS �0)

issued by the Nigerian Accounting Standards Board, and Prudential

Guidelines issued by the Central Bank of Nigeria. For each account

that is not performing in accordance with the terms of the related

facility, provision is made as follows:

Interest and/or principal outstanding for over:

Classification Minimum

Provision

90 days but less than �80 days Substandard �0%

�80 days but less than �60 days Doubtful 50%

Over �60 days Lost �00%

When a loan is deemed uncollectible, it is written off against the

related provision for impairments. Subsequent recoveries are credited

to the provision for loan losses in the profit and loss account. If the

amount of the impairment subsequently decreases due to an event

occuring after the write-down, the release of the provision is credited

as a reduction of the provision for impairment in the profit and loss

account.

A minimum of �% general provision is made in accordance with

prudential guidelines.

Statement of significant accounting policies

The principal accounting policies adopted in the preparation of

these consolidated financial statements are set out below. These

policies have been consistently applied to all years presented, unless

otherwise stated.

A. Basis of preparation

The consolidated financial statements are prepared in compliance

with Nigerian Statements of Accounting Standards (SAS) issued by

the Nigerian Accounting Standards Board (NASB). The consolidated

financial statements are presented in the functional currency, Nigerian

Naira (N), rounded to the nearest thousand, and prepared under the

historical cost convention as modified by the revaluation of certain

investment securities, property, plant and equipment.

The preparation of financial statements in conformity with Generally

Accepted Accounting Principles in Nigeria requires the use of

estimates and assumptions that affect the reported amounts of assets

and liabilities, and disclosure of contingent assets and liabilities at

the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period. Although these

estimates are based on the directors’ best knowledge of current

events and actions, actual results may differ from those estimates.

B. Basis of consolidation

Subsidiary undertakings, which are those companies in which the

group, directly or indirectly, has interest of more than half the voting

rights or otherwise has power to control, have been consolidated.

All intercompany transactions, balances and unrealised surpluses

and deficits on transactions between group companies have been

eliminated. Where necessary, accounting policies for subsidiaries have

been adjusted to ensure consistency with the policies adopted by the

group.

The acquisition method of accounting is used to account for the

acquisition of subsidiaries and other entities by the group. Identifiable

assets acquired, liabilities and contigent liabilities assumed in

a business combination are measured at their fair values at the

acquisition date, irrespective of the extent of any minority interest.

The excess of the cost of acquisition over the fair value of the group’s

share of the identifiable net assets acquired is recorded as goodwill.

If the cost of acquisition is less than the fair value of the net assets

of the entities acquired, the difference is recognised directly in the

profit and loss account.

C. Goodwill

Goodwill represents the excess of the cost of an acquisition over the

group’s interest in the net fair value of the identifiable assets, liabilities

and contingent liabilities of the acquired entity, associate or joint

venture at the date of acquisition. Goodwill arising on the acquisition

of an entity is reported in the balance sheet as an intangible asset.

Goodwill arising on acquisitions is allocated to cash generating units

and tested annually for impairment. Negative goodwill is recognised

as income in the period in which it arises. Gains or losses on the

disposal of an entity include the carrying amount of goodwill relating

to the entity sold. Where there has been impairment in the value of

goodwill, the loss is identified in the year in which the impairment

was made.

D. Recognition of interest income and expense

i) Interest income and expense are recognised in the profit and

loss account for all interest bearing instruments on an accrual

basis using the effective yield method based on the outstanding

principal, except for interest income overdue for more than 90

days, which is suspended and recognised only to the extent that

cash is received.

ii) Income accruing on advances under finance lease is amortised

over the lease period to achieve a constant rate of return on the

outstanding net investment. Rental income on equipment leased

to customers is recognised on a straight line basis over the

lease term.

iii) Income earned on bonds and guarantees are recorded

as commissions in the period in which they occur.

E. Fees and commission

Fees and commission are generally recognised on an accrual basis

when the service has been provided. Commitment fees for loans that

are likely to be drawn down are deferred (together with related direct

costs) and recognised as an adjustment to the effective interest

on loans.

Commissions and fees arising from negotiating, or participating in

the negotiation of a transaction for a third party, such as establishing

letters of credit, arrangement of the acquisition of shares or other

securities or the purchase or sale of businesses are recognised on

completion of the underlying transaction. Portfolio and other

management advisory and services fees are recognised based on the

applicable service contracts, usually on a time - apportionment basis.

Asset management fees related to investment funds are recognised

rateably over the period the service is provided.

F. Foreign currency transactions

Transactions denominated in foreign currency are converted into

Naira at the rate of exchange ruling at the date of the transaction.

Foreign currency balances are translated at the rate of exchange

prevailing at the balance sheet date or, where appropriate, at the

related forward exchange rate. Exchange differences are included in

the profit and loss account in the period in which they arise.

Forward contracts

Losses arising from forward contracts are recognised as soon as

they appear to be likely, while gains are not recognised until they

are realised. However for a perfectly matched or hedged transaction,

gains are recognised or losses deferred to the extent that the loss or

gain has been recognised on the matching or hedging investment.

G. Segment reporting

An operating segment is a component of the group engaged in

business activities, whose operating results are regularly reviewed

by management in order to make decisions about resources to be

allocated to segments and assessing segment performance. The

group’s identification of segments and the measurement of segment

results are based on the group’s internal reporting to management.

It represents the classification of the group’s activities in segments

that reflect the risk and return of the group’s product offerings in

different product markets. Additional information relating to products

and services, geographic areas and major customers is provided.

Page 50: Stanbic ibtc annual report 2008

98 99

Annual financial statements

I. Finance leases

Investments under finance lease arrangements to customers are

recorded as receivables at an amount equal to the net investment in

the lease i.e. the present value of the lease payments. The difference

between the gross receivable and the present value of the receivable

is recognised as unearned income. Income accruing on the lease

is amortised over the lease period on a basis reflecting a constant

periodic rate of return on the outstanding net investment.

J. Investment securities

Investment securities are classified as short term and long term

securities. Debt and equity securities intended to be held for a period

not exceeding one year are classified as short term investments.

Investment securities intended to be held for an indefinite period of

time, or until maturity, and which may be sold in response to needs

for liquidity or change in market rates, exchange rates or equity prices

are classified as long term investments.

Short term investments

Short term investments held by the bank are stated at net realisable

value. Unrealised gains are included in the revaluation reserve account.

Unrealised losses are taken to the revaluation reserve account to the

extent that a previous gain is offset. Otherwise, unrealised losses are

charged to the profit and loss account.

Short term investments held by subsidiaries engaged in stockbroking

activities are held at market value. Unrealised gains are included in

the revaluation reserve account. Unrealised losses are taken to the

revaluation reserve account to the extent that a previous gain is

offset. Otherwise, unrealised losses are charged to the profit and loss

account.

Short term investments held by subsidiaries engaged in pension fund

administration are stated at lower of cost and net realisable value.

Short term investments held by other subsidiaries are stated at lower

of cost and market value. Unrealised losses are charged to the profit

and loss account.

Long term investments

Long term investment securities held by the bank are stated at lower

of cost and market value. Unrealised losses are charged to the profit

and loss account.

Long term securities held by subsidiaries that are engaged in stock

broking activities and pension fund administration are stated at cost.

Long term securities held by other subsidiaries are stated at revalued

amount. Unrealised gains are included in the revaluation reserve

account. Unrealised losses are taken to the revaluation reserve

account to the extent that a previous gain is offset. Otherwise,

unrealised losses are charged to the profit and loss account.

Interest

Interest earned whilst holding investment securities is reported

as interest income, while dividend received is reported as dividend

income. Realised gains and losses on disposal of investments are

charged to the profit and loss account for the period of disposal.

K. Investment properties

Investment in real estate is stated at market value and revalued

every three years. Revaluation losses are charged to the profit and

loss account, while revaluation gains are taken to the profit and

loss account to the extent that a previous loss is offset. Otherwise,

revaluation gains are included in the revaluation reserve.

L. Dealing securities

Dealing securities are stated at their market prices. All gains and

losses realised and unrealised from trading in dealing securities are

reported in trading income. Interest earned whilst holding dealing

securities is reported as trading income.

M. Investments in subsidiaries

Investments in subsidiaries are carried in the bank’s balance sheet at

cost less provisions for impairment losses. Where, in the opinion of the

directors, there has been impairment in the value of an investment, the

loss is recognised as an expense in the period in which the impairment

is identified. On disposal of an investment, the difference between

the net disposal proceeeds and the carrying amount is charged to the

profit and loss account.

N. Operating leases

Leases to customers in which a significant portion of the risks and

rewards of ownership are retained by the bank are classified as

operating leases, and accounted for by the bank as an item of fixed

asset. The depreciation of these assets is on the basis of the bank’s

normal depreciation policy for the various classes of assets leased out.

The periodic lease rentals receivable are treated as rental income in

the income statement during the period they occur; while initial direct

costs incurred are written off to the income statement in the period

incurred.

O. Dividend

Proposed diviends on ordinary shares are disclosed as a note to the

financial statements in the period in which they are proposed by the

directors, amounts ratified for dividend payment by the shareholders

are recognised as charge against the distributable reserve in the

period in which the payment become obligatory.

P. Fixed assets

All categories of fixed assets are initially recorded at historical cost

less depreciation. Subsequent costs are included in the asset’s

carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated

with the item flow to the company and the cost of the item can be

measured reliably. All other repairs and maintenance are charged to

the profit and loss account during the financial period in which they

are incurred.

Fixed assets are periodically reviewed for impairment. Where the

carrying amount of an asset is greater than its estimated recoverable

amount, it is written down immediately to its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs

to sell and value in use. Gains and losses on disposal of fixed assets are

determined by reference to their carrying amounts and are taken into

account in determining operating profit.

Q. Depreciation

Depreciation is calculated on a straight line basis to write-off fixed

assets and equipment on lease over their estimated useful life. The

basis of calculation for each class of asset are set out below:

Leasehold land Over the life of the lease

Building �5 years

Motor vehicles 4 years

Furniture, fittings and equipment 4 years

Computer equipment & software � years

Leasehold assets, machinery & equipment Over the life of the lease

R. Income taxation

Income tax expense is the aggregate of the charges to the profit

and loss account in respect of current income tax, education tax,

information technology development tax and deferred income tax.

Current income tax is the amount of income tax payable on the

taxable profit for the period determined in accordance with the

Company Income Tax Act (CITA). Education tax is assessed at �% of

the chargeable profits whilst information technology development

tax is assessed at �% of profit before tax.

Deferred income tax is provided in full using the liability method on

all temporary differences arising between the tax bases of assets and

liabilities and their carrying values for financial reporting purposes.

Deferred income tax is determined using tax rates enacted or

substantively enacted at the balance sheet date and are expected

to apply when the deferred income tax liability is settled. Deferred

income tax assets are recognised only to the extent that it is probable

that future taxable profits will be available against which the

temporary difference can be utilised.

S. Retirement benefits

The group operates a defined contribution pension scheme in line

with the provisions of the Pension Reform Act, with contributions

based on the sum that consists of employees basic salary, housing

and transport allowance in the ratio 7.5% by the employee and 7.5%

by the employer.

The group’s contributions to the scheme are charged to the profit

and loss account in the period to which they relate, and the scheme’s

assets are held by pension fund administrators on behalf of the

beneficiary staff.

T. Off-balance sheet engagements

Off-balance sheet engagements comprise direct credit substitutes and

transaction related contingencies such as guarantees, acceptances,

bid bonds and performance guarantees which the bank is a party to in

its normal course of business. Income earned on bonds and guaratees

are amortised over the life of the guarantee, while other fees are

recognised as commissions in the period in which they occur.

U. Fiduciary activities

Where the group acts in a fiduciary capacity such as a nominee,

assets and liabilities arising there from, together with the related

undertakings to return such assets to the customers, are excluded

from the financial statements.

Statement of significant accounting policies

Page 51: Stanbic ibtc annual report 2008

�00 �0�

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Note

Gross earnings 6�,�40,5�4 5�,87�,4�8 �8,65�,0�6 �4,7��,949

Interest income � 40,97�,�7� 40,60�,907 �5,77�,0�8 �5,497,5�7

Interest expense � (�8,6��,�00) (�8,65�,�58) (6,�70,948) (5,998,06�)

Net interest margin ��,�6�,07� ��,949,549 9,60�,070 9,499,455

Other income 4 �0,�67,�4� ��,�70,5�� ��,879,0�8 9,��4,4��

Total income 4�,6�9,��4 �5,��0,060 ��,480,088 �8,7��,887

Provision for risk and other assets �6 (5,0�9,8�5) (5,�04,786) (�,04�,68�) (�,04�,68�)

Income after provision for losses charged �7,609,�79 �0,0�5,�74 �0,4�6,405 �6,690,�04

Operating expenses 5 (��,98�,484) (�9,47�,59�) (9,444,�77) (7,89�,800)

Net profit before tax �4,6�6,895 �0,54�,68� �0,99�,��8 8,796,404

Tax 6 (�,6��,465) (�,��7,879) (�,�4�,�80) (�,854,6�9)

Profit after tax ��,994,4�0 9,��4,80� 7,849,848 6,94�,765

Minority interest �6 (4�0,�79) – (�65,0�4) –

Profit after tax and minority interest ��,564,�5� 9,��4,80� 7,584,8�4 6,94�,765

APPROPRIATIONS:

Transfer to statutory reserve �5 �,9�8,67� �,764,44� �,�6�,�99 �,08�,5�0

Transfer to retained earnings �5 8,6�5,478 6,450,�6� 5,4��,4�5 4,859,��5

��,564,�50 9,��4,80� 7,584,8�4 6,94�,765

Earnings per share (basic) 9 64 k 49 k 7� k 6� k

Earnings per share (diluted) 9 64 k 49 k 4� k �7 k

The board of directors has proposed a dividend of 40kobo per share (�� December �007: �5kobo per share) on the issued share capital of

�8.75 billion ordinary shares of 50kobo each, subject to the approval by the shareholders at the next annual general meeting.

The accounting policies on pages 96 to 99 and the notes on pages 106 to 135 form an integral part of these financial statements.

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Note

ASSETS

Cash and short term funds �0 ��,586,6�7 ��,440,68� ��,0�7,8�� ��,0�5,85�

Due from other banks �� ���,59�,�59 ��0,�58,50� 79,578,685 7�,800,�74

Short term investments �� �4,548,809 ��,540,99� 5�,467,959 5�,467,959

Loans and advances �4 98,�98,�7� 99,0�0,�88 79,464,605 79,6�5,690

Advances under finance leases �7 4,�6�,548 4,�6�,548 �,989,477 �,989,477

Other assets �8 �9,455,�4� �9,�89,��6 ��,76�,80� ��,4��,7�8

Long term investments �� 75,977,6�4 7�,��4,7�� 68,�45,09� 6�,8��,968

Fixed assets �9 �5,4��,906 �4,905,000 8,66�,669 8,�45,046

�5�,�5�,�98 �45,7��,07� ��5,�07,�0� �04,5�9,994

LIABILITIES

Deposits, current and other accounts �0 95,�40,�75 98,89�,5�� 7�,�90,744 7�,455,���

Due to other banks �� 8�,�0�,6�7 8�,�0�,6�7 67,�98,��� 66,85�,9�7

Tax payable 6 5,8��,4�9 �,�40,�9� 5,640,50� �,6��,948

Other liabilities �� 74,0��,687 7�,�4�,775 66,784,44� 6�,59�,8�4

Deferred tax 7 �78,467 ��6,7�7 44�,654 5�,�07

Long term loans �� ��,�0�,�58 ��,�0�,�58 �7,5��,��� �7,5��,���

�69,876,95� �69,��4,4�0 ��9,088,677 ���,098,�6�

EQUITY

Share capital �4 9,�75,000 9,�75,000 9,�75,000 9,�75,000

Reserves �5 7�,�90,04� 67,�4�,65� 66,�88,��5 6�,046,7��

Shareholders’ funds 80,665,04� 76,6�6,65� 75,56�,��5 7�,4��,7��

MINORITY INTEREST �6 7��,404 – 455,�09 –

LIABILITIES, EQUITY AND MINORITY INTEREST �5�,�5�,�98 �45,7��,07� ��5,�07,�0� �04,5�9,994

ACCEPTANCES AND GUARANTEES �7 50,860,640 50,860,640 56,�59,�7� 56,�59,�7�

The consolidated financial statements and notes on pages 95 to ��5 were approved by the board of directors on �9 April �009 and signed on

its behalf by:

The accounting policies on pages 96 to 99 and the notes on pages 106 to 135 form an integral part of these financial statements.

Balance sheet

ATEDO N.A. PETERSIDE OON CHRIS NEWSON

(Chairman) (Chief Executive Officer)

Profit and loss account

Annual financial statements

Page 52: Stanbic ibtc annual report 2008

�0� �0�

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of investment securities (note vi) (9,470,�7�) (8,�46,�55) (�9,�66,995) (�8,��6,�4�)

Investment in subsidiaries – (�,�64,706) – –

Net cash inflow from acquisition of subsidiary (note viii) - – – 9�,4�0,�09 9�,4�0,�09

Increase of investment in existing subsidiary (�64,706) – – –

Purchase of other investments (�,007,8�8) – – –

Investment in SMEEIS (��4,�77) (��4,�77) (7�9,��8) (7�9,��8)

Proceeds from sale /(realisation) of underwriting

commitments and other investments (note vii) 4,87�,098 4,5��,7�7 (�,960,694) (4,�9�,6�6)

Purchase of tangible fixed assets (8,795,756) (8,�77,949) (�,�58,494) (�,�00,�45)

Proceeds from sale of tangible fixed assets (note v) 7�,8�� 57,5�4 �8,76� �0,5�7

Net cash (used in)/ generated from investing activities (�4,8�6,909) (��,5��,8�6) 66,���,57� 66,00�,405

CASH FLOWS FROM FINANCING ACTIVITIES:

(Decrease)/ increase in long term loans (�5,���,854) (�5,���,854) ��,9�4,�60 ��,9�4,�60

Dividend paid (4,767,500) (4,687,500) (�,750,000) (�,750,000)

Net cash (used in)/generated from financing activities (�0,099,�54) (�0,0�9,�54) �8,�74,�60 �8,�74,�60

Net (decrease)/increase in cash and cash equivalents (�,899,��5) �,�0�,445 68,5�8,�99 6�,5��,55�

Balance at 1 January �40,�79,�8� ���,�98,8�� 7�,660,784 70,877,�60

Balance at 31 December ��6,�79,968 ��4,700,�58 �40,�79,�8� ���,�98,8��

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

CASH FLOWS FROM OPERATING ACTIVITIES:

Operating profit excluding non cash items (note ii) ��,480,094 7,748,979 ��,66�,076 ��,�66,705

- Taxes paid (�,945,6�9) (�,���,558) (707,�97) (6�0,464)

Operating profit before changes in operating 9,5�4,465 6,5�6,4�� ��,95�,679 ��,656,�4�

assets & liabilities

(Increase) / decrease in operating assets:

Loans to customers (�7,759,�54) (�8,�00,�8�) (��,0��,6��) (��,�99,�04)

Finance leases (�,778,067) (�,778,067) (��4,487) (��4,487)

Accrued interest and fees receivable (4,�85,���) (4,�80,�78) �,74�,��9 �,566,6�7

Prepaid interest (�,�8�,�59) (�,0�0,796) 579,85� 45�,5�0

Prepaid expenses (�,774,4�0) (�,798,869) ��9,648 �56,8��

Uninvested SMEEIS commitments (��7,66�) ��,564 �87,0�� ��9,5��

Due from subsidiary companies – 8�4,8�6 – –

Due from Standard Bank Group (SBG) �98,906 �98,906 (669,869) (�,��6,486)

Deposit for underwriting commitments 7,500,000 7,500,000 (7,500,000) (7,500,000)

WHT recoverable (���,4�6) (��8,047) 40,590 (�4�,878)

Deposit for shares 6�6,�95 – (6�6,�95) –

Open buy back treasury bills holdings with banks (�,500,000) (�,500,000) – –

Due from asset management and custody clients 574,79� – (574,79�) –

Sundry receivables (878,40�) (�46,7�0) 59,��� �48,�98

(�4,5�9,807) (��,��7,754) (�8,458,50�) (�9,448,�67)

Increase / (decrease) in operating liabilities:

Deposits current and other accounts ��,849,6�� �6,4�6,�09 (6,7�6,�75) (�0,5�6,7��)

Due to other banks �4,90�,5�4 �5,�49,700 �95,5�� (�50,6��)

Liability on refinanced letters of credit (968,49�) (968,49�) �,�0�,70� �,�0�,70�

Liability on cash-backed letters of credit 5,69�,404 5,69�,40� 8�0,7�� 8�0,7��

Interest payable �,98�,794 �,98�,796 6�9,�80 6�9,�79

Accrued expenses �,94�,�70 �,974,��5 900,6�� �,095,685

Unearned income �,66�,7�� �,6�4,560 95�,��4 �,057,67�

Application monies received 9,�97,897 9,785,�67 8,�40,946 7,9�4,400

Due to asset management clients (�5,80�,7�9) (��,6�9,���) �,05�,859 899,5�7

Drafts/bankers’ cheques payable (4��,576) (�57,�56) 7�8,0�7 7�8,0�7

Collections/remittances payable 55�,089 946,�96 6�4,855 ��8,697

Other payables �,��0,767 477,55� (94,40�) ��8,4�5

46,00�,�90 5�,5�4,948 9,6�5,�9� 5,��7,8�4

Net cash generated from/(used in) operating activities ��,0�7,048 �5,84�,6�5 (�5,889,5��) (��,654,���)

Statement of consolidated cash flows

Annual financial statements

Page 53: Stanbic ibtc annual report 2008

�04 �05

vi. Purchase of investment securities

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Purchase of quoted securities (608,��7) – (���,706) –

Purchase of unquoted securities – – (�00) –

Purchase of investment in government securities (8,86�,9�4) (8,�46,�55) (�8,844,990) (�8,��6,�4�)

(9,470,�7�) (8,�46,�55) (�9,�66,995) (�8,��6,�4�)

vii. Sale /(realisation ) of underwriting commitment

Realisation of underwriting commitments 4,87�,098 4,5��,7�7 (4,807,580) (4,807,580)

Sale of other investments – – �,846,886 6��,944

4,87�,098 4,5��,7�7 (�,960,694) (4,�9�,6�6)

viii. Net cash flows resulting from acquisition of subsidiary

During the year ended December �007, the bank acquired the net asset of Stanbic Bank Nigeria Limited (SBN) at a purchase consideration of

N66.87billion. The net cash inflow resulting from acquisition of SBN is as detailed below:

Cash and short term funds – – 6,588,974 6,588,974

Due from other banks – – 8�,�9�,667 8�,�9�,667

Treasury bills – – �,448,569 �,448,569

Investments – – �5,4�6,64� �5,4�6,64�

Loans and advances – – ��,70�,085 ��,70�,085

Advances under finance leases – – �,��4,954 �,��4,954

Other assets – – �,��8,8�7 �,��8,8�7

Fixed assets – – 864,696 864,696

Total asset acquired: – – ��5,896,4�4 ��5,896,4�4

Deposits, current and other accounts – – (�0,085,889) (�0,085,889)

Due to other banks – – (6�,�6�,5�4) (6�,�6�,5�4)

Tax payable – – (�,�7�,�64) (�,�7�,�64)

Other liabilities – – (��,�00,�74) (��,�00,�74)

Deferred tax – – (�4,54�) (�4,54�)

Net asset acquired: – – �0,040,��� �0,040,���

Goodwill on acquisition – – �6,8�4,878 �6,8�4,878

Purchase consideration - shares allotted – – 66,875,000 66,875,000

Cash paid on acquisition of subsidiary – – – –

Cash and cash equivalent acquired:

- Cash and short term funds – – 6,588,974 6,588,974

- Due from other banks – – 8�,�9�,667 8�,�9�,667

- Treasury bills – – �,448,569 �,448,569

Net cash inflow resulting from – – 9�,4�0,�09 9�,4�0,�09

acquisition of subsidiary

i. Analysis of cash and cash equivalent balances as at 31 December

For the purpose of the cash flow statement, cash and cash equivalents comprises coins, bank notes, balances with Central Bank of Nigeria,

amounts due from local and foreign banks, net of outstanding bank overdrafts, money at call and short notice, and investment in short term

liquid instruments. Cash and cash equivalent at the end of the financial year, is reconciled to the related items in the balance sheet as follows:

Notes to the consolidated financial statements

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Cash and short term funds ��,586,6�7 ��,440,68� ��,0�7,8�� ��,0�5,85�

Due from other banks ���,59�,�59 ��0,�58,50� 79,578,685 7�,800,�74

Treasury bills ��,�0�,07� ��,�0�,07� 47,56�,687 47,56�,687

��6,�79,968 ��4,700,�58 �40,�79,�8� ���,�98,8��

ii. Operating profit excluding non cash items

Operating profit /(loss) excluding interest (7,7�5,�77) (��,406,869) �,�9�,058 (70�,05�)

Add: Interest received 40,97�,�7� 40,60�,907 �5,77�,0�8 �5,497,5�7

Less: Interest paid (�8,6��,�00) (�8,65�,�58) (6,�70,948) (5,998,06�)

Operating profit before tax �4,6�6,894 �0,54�,680 �0,99�,��8 8,796,404

Adjustment for non-cash and other items:

- Depreciation �,4��,��� �,�56,05� 77�,��6 669,5�9

- Withholding tax provisions (���,�8�) (�9�,�58) – –

- Profit on disposal of investments (406,745) (67,�84) (�,��9,0�0) (4��,466)

- Loss / (gain) on sale of assets (note v) 5�7,477 504,4�0 (5,0��) (�,��0)

- Loan loss provisions/suspended interest (note iii) (668,��9) (668,���) �,87�,678 �,87�,678

- Forward cover gain (4,�88,�86) (4,�88,�86) – –

- Other known losses (write back)/provisions (note iv) 477,0�� 66�,984 �58,976 �6�,770

Operating profit excluding non cash items ��,480,094 7,748,979 ��,66�,076 ��,�66,705

iii. Reconciliation of increase / (decrease) in loan loss provisions and suspended interest

Provision for loans and advances (Note �6) 4,540,86� 4,540,86� �,68�,9�� �,68�,9��

Provision for finance leases (Note �6) �,94� �,94� – –

Movement on unearned income on finance leases 504,055 504,055 ��6,75� ��6,75�

Interest charged and suspended for the year (Note �5) �,�74,�50 �,�74,�50 �,878,67� �,878,67�

Write-back/charge-off/reclassification (6,989,4�6) (6,989,4�6) (�,0�4,659) (�,0�4,659)

(668,��9) (668,���) �,87�,678 �,87�,678

iv. Reconciliation of increase / (decrease) in other known loss provisions

Provision for other known losses 477,0�� 66�,984 �6�,770 �6�,770

Amounts written off – – (�,794) –

477,0�� 66�,984 �58,976 �6�,770

v. Reconciliation of (profit) / loss on disposal of fixed assets

Cost 985,9�8 95�,904 5�,579 �8,�70

Depreciation (�94,6��) (�89,960) (�8,8�8) (�9,95�)

Net book value 59�,�97 56�,944 ��,75� 8,��7

Sales proceed (7�,8��) (57,5�4) (�8,76�) (�0,5�7)

Loss/(gain) on disposal 5�7,476 504,4�0 (5,0��) (�,��0)

Annual financial statements

Page 54: Stanbic ibtc annual report 2008

�06 �07

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

3. INTEREST EXPENSE

Analysis by type:

Current accounts 4�7,085 4�9,045 ��8,69� ��9,8�8

Deposit accounts 7,508,696 7,547,794 4,749,�80 4,686,976

Interbank takings 4,555,�94 4,555,�94 6�0,�84 6�0,�84

Rediscounted instruments 6,��0,��5 6,��0,��5 59�,59� 480,984

�8,6��,�00 �8,65�,�58 6,�70,948 5,998,06�

Analysis by source:

Bank 4,555,�94 4,555,�94 6�0,�84 6�0,�84

Non bank �4,056,�06 �4,097,�64 5,560,664 5,�87,778

�8,6��,�00 �8,65�,�58 6,�70,948 5,998,06�

Analysis by geographical location:

Paid in Nigeria �7,7�7,0�� �7,758,070 4,457,87� 4,�84,985

Paid outside Nigeria 894,�89 894,�88 �,7��,077 �,7��,077

�8,6��,�00 �8,65�,�58 6,�70,948 5,998,06�

4. OTHER INCOME

Fees 6,�8�,�94 4,55�,6�� 8,�84,570 �,��6,�08

Foreign exchange earnings 4,��5,4�� 4,��5,4�� �,990,�70 �,990,06�

Commissions 8,7��,4�� �,966,047 804,044 804,044

Rental income �40,46� �40,46� �4�,866 �4�,866

Dividend from subsidiaries – – – �,��0,000

Dividend income �0�,9�5 �7,��0 7�,974 ��,79�

Other investment income – – 8�,9�� 4�,5��

Profit from disposal of investments 406,745 67,�84 �,��9,0�0 4��,466

Profit from disposal of assets – – 5,0�� �,��0

Other income 405,758 400,�4� �69,��9 �5�,�4�

�0,�67,�4� ��,�70,5�� ��,879,0�8 9,��4,4��

1. CONSOLIDATED FINANCIAL STATEMENTS

The group comprises Stanbic IBTC Bank PLC (“the bank”) and its subsidiary undertakings. The group provides corporate and investment

banking, asset management, pension fund administration and personal and business banking services.

The bank was incorporated as a private limited liability company on � February �989, granted a merchant banking license on

� February �989, and commenced operations on � March �989. Its merchant banking license was converted into universal banking license in

January �00�, pursuant to the universal banking scheme of the Central Bank of Nigeria. The bank’s shares are quoted on The Nigerian Stock

Exchange and held by both foreign and Nigerian individual and corporate investors.

The bank, which was incorporated as Investment Banking & Trust Company Plc (“IBTC”), merged with Chartered Bank Plc and Regent Bank Plc

on �9 December �005, and changed its name to IBTC Chartered Bank Plc. On �4 September �007, the bank merged with Stanbic Bank Nigeria

Limited (“SBN”), a wholly owned subsidiary of Stanbic Africa Holdings Limited (‘’SAHL’’), SAHL, a subsidiary of Standard Bank Group (“SBG”)

of South Africa, in accordance with the scheme of merger, acquired majority shareholding (50.�%) in the bank whose name was subsequently

changed to Stanbic IBTC Bank Plc.

In �996, the bank acquired majority shareholdings (99.99%) in two companies incorporated in Nigeria, namely IBTC Ventures Limited (“IVL”)

and IBTC Asset Management Limited (“IAML”). As at December �008, IVL had a 70.59% equity holding in IBTC Pension Managers Limited

(“IPML”) which is a licenced Pension Fund Administrator, up from an initial holding of 60%. This happened by virture of additional acquisition

of �0.59% of IPML’s shares from other shareholders, which took place during the year. In December �008, the shareholding of IVL in IPML was

acquired by the bank.

RB Resources Ltd (subsidiary of Regent Bank Plc) and Britex Nigeria Ltd (an SMEEIS Investment by Chartered Bank Plc and Regent Bank Plc

with 55% combined holding) became subsidiaries of the bank through the merger with Regent Bank Plc and Chartered Bank Plc. Stanbic

Equities Limited (‘’SEL’’) and Stanbic Nominees Limited (‘’SNL’’), subsidiaries of SBN, also became subsidiaries of the bank through the merger

with SBN.

In October �008, the subsidiaries changed their names to Stanbic IBTC Ventures Limited (“SIVL”), Stanbic IBTC Asset Management Limited

(“SIAML”) and Stanbic IBTC Pension Managers Limited (“SIPML”) respectively in line with the bank’s new corporate identity.

The financial statements of SIVL, SIAML, SIPML, SEL and SNL whose businesses were considered significant have been consolidated in the

group financial statements. However, the bank disposed off its investment in Britex Nigeria Ltd during the year under review, while the financial

records of RB Resources Ltd have not been consolidated in the group financial statements as it is the opinion of the directors that the balances

are immaterial to the group.

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

2. INTEREST INCOME

Analysis by type:

Loans and advances ��,9��,��4 ��,604,�88 8,784,07� 8,64�,��7

Treasury bills �,7��,�80 �,7��,�80 �,68�,85� �,68�,85�

Foreign accounts �,�07,00� �,�07,00� 505,8�8 505,8�8

Interbank placements 5,�0�,044 5,�0�,044 �,��7,890 �,044,6�9

Government stocks and bonds 7,040,7�4 6,976,�94 �,67�,�67 �,6��,97�

40,97�,�7� 40,60�,907 �5,77�,0�8 �5,497,5�7

Analysis by source:

Bank 8,96�,805 8,96�,805 �,9�4,8�7 �,85�,576

Non bank ��,009,568 ��,6�8,�0� ��,8�7,�9� ��,645,94�

40,97�,�7� 40,60�,907 �5,77�,0�8 �5,497,5�7

Analysis by geographical location:

Domestic �9,766,�7� �9,�94,906 �5,�66,�80 �4,99�,679

External �,�07,00� �,�07,00� 505,8�8 505,8�8

40,97�,�7� 40,60�,907 �5,77�,0�8 �5,497,5�7

Notes to the consolidated financial statements

Annual financial statements

Page 55: Stanbic ibtc annual report 2008

�08 �09

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

6. TAX

Payable

At � January 5,640,50� �,6��,948 �,���,558 �,��4,98�

Income tax charge �,098,898 850,00� �,885,945 �,65�,656

Tax paid (�,945,6�9) (�,���,558) (675,55�) (54�,6�8)

Transfers arising from merger – – 979,4�8 979,4�8

Prior years’ under provision �7,658 – ��8,��4 �87,50�

At 31 December 5,8��,4�9 �,�40,�9� 5,640,50� �,6��,948

Charge

Current tax �,778,�80 649,0�� �,7��,705 �,540,9�5

Information technology levy �46,�69 �05,4�7 – –

Education tax �74,�49 95,56� �7�,�40 ���,7��

Income tax charge �,098,898 850,00� �,885,945 �,65�,656

Prior years’ under provisions �7,658 – ��8,��4 �87,50�

Deferred tax charge / (write-back) - (Note 7) �94,6�6 �85,6�0 (�49,�47) (�5�,076)

Charge for the year �,���,�8� �,0�5,6�� �,774,7�� �,487,08�

Withholding tax charge ���,�8� �9�,�58 �67,558 �67,558

Effective tax charge for the year �,6��,465 �,��7,879 �,�4�,�80 �,854,6�9

7. DEFERRED TAX

At � January 44�,654 5�,�07 780,�6� �8�,�4�

Transfer arising from merger – – ��,04� ��,04�

(Write-back)/charge for the year - (Note 6) �94,6�6 �85,6�0 (�49,�47) (�5�,076)

Prior year adjustment on revaluation of securities �6,58� – – –

Write-back on revaluation of securities (�84,�94) – (��,�0�) –

At 31 December �78,467 ��6,7�7 44�,654 5�,�07

The net deferred tax liability is attributable to:

Excess on depreciation charge over capital allowances �64,08� ��6,7�7 �44,684 5�,�07

Revaluation surplus on securities ��4,�85 – �96,970 –

�78,467 ��6,7�7 44�,654 5�,�07

8. DIVIDEND

In line with the provisions of Statement of Accounting Standard No. �� (SAS ��) issued by the Nigerian Accounting Standards Board and

effective � June �006, a proposed dividend is accounted for after it has been approved by the shareholders at the annual general meeting.

Consequently, it is recorded as a charge against the distributable reserve in the year of payment as shown in note �5.

The board of directors has proposed a dividend of 40kobo per share, amounting to N7.5 billion for the year ended �� December �008 on the

issued share capital of �8.75 billion ordinary shares of 50kobo each subject to the approval by the shareholders at the next annual general

meeting. Dividend paid for the nine months ended �� December �007 was �5kobo per share on the issued share capital of �8.75 billion

ordinary shares of 50kobo each, amounting to N4.7 billion.

Notes to the consolidated financial statements

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

5. OPERATING EXPENSES

Staff costs - (Note �9a) �0,4�5,590 8,90�,�6� 4,660,�59 �,967,�74

Directors’ emoluments - (Note �9b ) 55�,0�0 507,655 �59,748 ���,�69

Auditor’s remuneration ��0,000 94,600 88,870 6�,870

Other operating expenses �0,440,66� 8,7��,��� �,664,�64 �,97�,748

Payment to employees and suppliers ��,549,�6� �8,��6,54� 8,67�,94� 7,��4,�6�

Depreciation on fixed assets - (Note �9) �,4��,��� �,�56,05� 77�,��6 669,5�9

Total operating expenses ��,98�,484 �9,47�,59� 9,444,�77 7,89�,800

Analysis by geographical location:

Paid in Nigeria ��,�76,��5 �8,866,4�4 9,�4�,4�� 7,790,9�6

Paid outside Nigeria 606,�59 606,�59 �0�,864 �0�,864

��,98�,484 �9,47�,59� 9,444,�77 7,89�,800

Other operating expenses:

Training, travel & accomodation �,�4�,794 �,�8�,�04 �00,�44 �60,�79

Rent, rates, lights & power ��8,904 �8�,544 �66,90� �4�,���

Insurance 9�6,009 899,9�7 4�5,�78 4�8,5�8

Repairs & maintenance 4�7,�96 �59,�00 554,60� 5�6,4�0

Stationery, postages & communication 67�,��� 578,890 ��4,�54 �58,90�

Advertisements & business promotions �,7�0,096 �,597,5�8 46�,�88 ��0,686

Security, legal & other professional fees �,857,646 �,�0�,�8� 5�6,00� �07,9��

Corporate expenses 466,874 4��,�45 �4�,47� �4�,47�

Local tax and levies �4�,�89 �4�,�89 �96,879 �87,904

Loss on sale of fixed assets 5�7,476 504,4�0 – –

Bank charges ���,�70 ���,�70 ��,66� �5,888

Other administrative expenses 9�5,686 �08,9�5 �45,�8� 8�,5�7

�0,440,66� 8,7��,��� �,664,�64 �,97�,748

Annual financial statements

Page 56: Stanbic ibtc annual report 2008

��0 ���

Annual financial statements

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

12. SHORT TERM INVESTMENTS

Treasury bills ��,�0�,07� ��,�0�,07� 47,56�,687 47,56�,687

Underwriting commitments:

- Cornerstone Insurance Plc – – 97,69� 97,69�

- GTBank GDR – – 77�,49� 77�,49�

- Diamond Bank GDR 4�9,9�9 4�9,9�9 4,0�5,087 4,0�5,087

Commercial papers �,007,8�8 – – –

Total - short term investments �4,548,809 ��,540,99� 5�,467,959 5�,467,959

13 LONG TERM INVESTMENTS

i Quoted securities:

Portfolio of listed securities

- Cost: N4.2billion (31 December 2007:N4.11 billion) �,765,979 – �,687,�75 –

ii Equity investments in unquoted securities:

Virgin Nigeria Airways Limited

- 850,000 ordinary class B shares of N1 each

- (Bank: 250,000; IVL: 600,000) �97,500 87,500 �97,500 87,500

Smartcard Nigeria Plc

- 12,299,442 ordinary shares of N1 each. ��,0�9 ��,0�9 ��,0�9 ��,0�9

First Securities Discount House Limited

- 77,378,670 ordinary shares of N1 each. �4,48� �4,48� �4,48� �4,48�

Nigeria Interbank Settlement System Plc

- 105,400,582 ordinary shares of N1 each. �05,40� �05,�0� �05,40� �05,�0�

450,40� �40,�0� 450,40� �40,�0�

iii Investment in government securities:

Federal Government of Nigeria (FGN) bonds 7�,�59,769 69,565,�40 6�,5��,49� 6�,55�,84�

�nd Lagos State Government bond - �005/�009 �0�,000 �0�,000

Nigerian promissory note �4,5�8 �4,5�8 ��,�45 ��,�45

7�,�84,�87 69,589,858 6�,654,7�6 6�,676,087

iv Investment in subsidiary companies:

Stanbic IBTC Ventures Ltd (�00%) – 500,000 – 500,000

Stanbic IBTC Asset Management Ltd (�00%) – 7�0,000 – �0,000

Stanbic IBTC Pension Managers Ltd (70.59%) – 564,706 – –

Stanbic Equities Ltd (9�.6%) – 4�,000 – 4�,000

Stanbic Nominees Ltd (�00%) – �00 – �00

RB Resources Ltd (�00%) �,000 �,000 �,000 �,000

�,000 �,8�8,806 �,000 554,�00

v Investment in small & medium scale industries:

Direct investments:

- Britex Nigeria Ltd – – �07,000 �07,000

- Frezone Plant Fabrication Int’l Ltd ��0,000 ��0,000 ��0,000 ��0,000

- Tinapa Business Resort Ltd 500,000 500,000 500,000 500,000

- Credit Reference Company 50,000 50,000 ���,000 ���,000

- Onward Paper Mills Ltd �85,487 �85,487 �58,000 �58,000

- CR Services Ltd 86,988 86,988

�,�4�,475 �,�4�,475 �,097,000 �,097,000

9 EARNINGS PER SHARE

Earnings per share (actual) is calculated by dividing the profit after tax by the number of shares in issue during the period, while earnings per

share (basic) is calculated by using the weighted average number of shares in issue during the period as the denominator. Earnings per share

(adjusted) is calculated by using the number of shares outstanding as at the balance sheet date as a common denominator for all years, while

earnings per share (diluted) is calculated by adjusting the number of shares in issue during the period with the effects of all potential ordinary

shares.

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Profit after tax (N’000) ��,994,4�0 9,��4,80� 7,849,848 6,94�,765

Number of shares (in thousands) �8,750,000 �8,750,000 �8,750,000 �8,750,000

Weighted average number of shares (in thousands) �8,750,000 �8,750,000 ��,048,497 ��,048,497

Diluted number of shares (in thousands) �8,750,000 �8,750,000 �8,750,000 �8,750,000

Earnings per share (EPS) - basic 64 k 49 k 7� k 6� k

Earnings per share (EPS) - diluted 64 k 49 k 4� k �7 k

There was no change in the number of shares in issue during the year. Consequently, the weighted average number of shares is the same as

absolute number of shares in issue, and outstanding at year end.

10. CASH AND SHORT TERM FUNDS

Coins and bank notes �,���,7�9 �,976,775 �,�05,8�� �,�0�,87�

Settlement / Clearing accounts �,�09,5�� �,�09,5�� �,9�6,895 �,9�6,895

Balances with Central Bank of Nigeria 6,�54,�75 6,�54,�75 8,895,085 8,895,085

��,586,6�7 ��,440,68� ��,0�7,8�� ��,0�5,85�

Cash and balances with Central Bank include N�.89 billion (�� December �007 : N�.0� billion) that is not available for use by the group. These

balances comprises cash reserve requirements held with Central Bank of Nigeria (CBN). The settlement/clearing account balances represent

cheques/funds awaiting payment through the settlement system. The correponding liability is included in deposit liabilities (Note �0) and other

liabilities (Note ��) as applicable.

11. DUE FROM OTHER BANKS

Balances due from banks in Nigeria ��,���,699 ��,�59,��5 8,�5�,�8� 57�,770

Balances due from banks outside Nigeria ��,�04,554 ��,�04,554 �4,448,900 �4,448,900

Interbank - commercial papers (CPs) 6,555,940 6,56�,758 �4,58�,000 �4,58�,000

Interbank - placements 50,5�9,066 49,0��,066 ��,�95,604 ��,�95,604

���,59�,�59 ��0,�58,50� 79,578,685 7�,800,�74

Interbank CPs are reported net of CPs sold amounting to N670.�9 million (�� December �007: N�7.55 billion), which is disclosed in Note

�7c. Also included in balances held with banks outside Nigeria is an amount of N��.�� billion (�� December �007: N5.4� billion) representing

customer deposits on account of letters of credit transactions. The corresponding liability is included in other liabilities (Note ��).

Notes to the consolidated financial statements

Page 57: Stanbic ibtc annual report 2008

��� ���

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

14. LOANS AND ADVANCES

Overdrafts �8,�45,�86 �8,�45,�86 �7,508,559 �7,679,644

Commercial papers & bankers acceptances �0,676,77� �0,676,77� ��,55�,046 ��,55�,046

Term loans 48,777,964 49,�89,979 48,667,5�0 48,667,5�0

Other loans �,�89,�5� �,�89,�5� �,�0�,697 �,�0�,697

�08,789,�75 �09,40�,�90 9�,0�9,8�� 9�,�00,907

Loan loss provision - (Note 15) (�0,�90,90�) (�0,�90,90�) (��,565,��7) (��,565,��7)

98,�98,�7� 99,0�0,�88 79,464,605 79,6�5,690

Analysis by maturity:

Maturing under � month 4�,896,877 4�,896,877 ��,487,0�� ��,487,0��

Maturing between � to � months �7,069,479 �7,069,479 5,5�8,078 5,5�8,078

Maturing between � to 6 months �0,008,059 �0,008,059 8,�86,984 8,�86,984

Maturing between 6 to �� months 6,686,�5� 6,686,�5� �0,076,660 �0,076,660

Maturing after �� months ��,��8,408 ��,740,4�� �5,75�,067 �5,9��,�5�

�08,789,�75 �09,40�,�90 9�,0�9,8�� 9�,�00,907

Analysis by security:

Secured against real estate 6,65�,068 6,65�,068 5,9�5,��� 5,9�5,���

Otherwise secured 7�,654,�8� 7�,654,�8� 84,77�,40� 84,944,486

Unsecured �0,48�,8�4 ��,095,8�9 ���,�00 ���,�00

�08,789,�75 �09,40�,�90 9�,0�9,8�� 9�,�00,907

Analysis by performance:

Performing 9�,�5�,460 9�,86�,475 79,867,678 80,0�8,76�

Non-performing - substandard �,4�0,4�5 �,4�0,4�5 �6�,�5� �6�,�5�

Non-performing - doubtful 9,6�9,07� 9,6�9,07� �,�97,689 �,�97,689

Non-performing - lost 4,468,��9 4,468,��9 9,80�,�04 9,80�,�04

�08,789,�75 �09,40�,�90 9�,0�9,8�� 9�,�00,907

Commercial papers (CPs)/bankers acceptances (BAs) are reported net of CPs sold amounting to N�5.704 billion (�� December �007: N�.94

billion), which is disclosed in note �7c. Other loans relate to various categories of staff loans.

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Through: African Capital Alliance - (SME Partnership):

- Vic Lawrence Associates �,49� �,49� �,49� �,49�

- Oakwood Park Ltd – – ��,68� ��,68�

- ACCAT Nig Ltd ��,050 ��,050 ��,050 ��,050

- De Haastrup Communications 5,786 5,786 5,786 5,786

- Alvac Co Ltd 64,885 64,885 4,�77 4,�77

- Medicare Investment Services Ltd 7,�66 7,�66 7,�66 7,�66

- Midi Holdings 6,�96 6,�96 6,�96 6,�96

- S & B Ince Ltd 4,65� 4,65� 4,65� 4,65�

- Accion International Ltd �5,�50 �5,�50 �4,545 �4,545

- Frezone Plant Fabrication Int’l Ltd �5,696 �5,696 �5,696 �5,696

- Nigerian Starch Mills �8,�0� �8,�0� �8,�0� �8,�0�

- Falcongaz Ltd �48,�58 �48,�58 �6,988 �6,988

- Obital Track and Fleet Ltd 9,740 9,740 9,740 9,740

- Impex World Wide Ltd �,4�9 �,4�9 �,4�9 �,4�9

- Weltex Ltd �9,488 �9,488 �9,488 �9,488

�7�,080 �7�,080 �9�,�78 �9�,�78

Through: First SMI Investment Company Ltd:

- Emel VGC Hospital �9,600 �9,600 �9,600 �9,600

- Charnel House Ltd ��,800 ��,800 ��,800 ��,800

6�,400 6�,400 6�,400 6�,400

�,575,955 �,575,955 �,�5�,678 �,�5�,678

Total long term investments 75,977,6�4 7�,��4,7�� 68,�45,09� 6�,8��,968

Quoted securities are quoted on the Nigerian Stock Exchange and have been valued at the market prices on the exchange as at �� December

�008. Market value of same securities as at �0th April �009 was N�.�0 billion.

Until December �008, SIVL had a 70.59% equity holding in Stanbic IBTC Pension Managers Limited (“SIPML”). In December �008, the

shareholding of SIVL in SIPML which reflect a net asset value of N�.6� billion was acquired by the bank for a total purchase consideration of

N564.7 million. In the consolidated financial statement, the resulting negative goodwill of N�.05 billion for Stanbic IBTC group had been offset

by a corresponding loss amount on disposal by SIVL as disclosed in Note �6.

During the year under review, the authorised share capital of SIAML was increased to � billion units from �00 million units. Consequently, 700

million units of shares valued at N700 million were issued, fully subscribed and paid for by the bank.

Investment in Federal Government bonds included N�0.8 billion bonds pledged by the bank with Standard Bank Plc (‘SBL’) under a repurchase

agreement. The liability to SBL is included under ‘Due to other banks’ (Note ��).

The financial records of RB Resources limited have not been consolidated in the group financial statements as it is the opinion of the directors

that the balances are immaterial to the group.

Notes to the consolidated financial statements

Annual financial statements

Page 58: Stanbic ibtc annual report 2008

��4 ��5

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

15. LOAN LOSS PROVISIONS & IIS

a) General provision

At 1 January �,0�4,�67 �,0�4,�67 558,486 558,486

Additional provision – – ���,�04 ���,�04

Charge-offs – – (�5,877) (�5,877)

Transfer arising from merger – – �50,�54 �50,�54

Provision no longer required (64,06�) (64,06�) – –

At 31 December 960,�06 960,�06 �,0�4,�67 �,0�4,�67

b) Specific provision

At 1 January 7,��4,0�� 7,��4,0�� 5,6�6,�57 5,6�6,�57

Additional provision 5,899,��� 5,899,��� �,099,��0 �,099,��0

Recoveries / provision no longer required (�,�94,�90) (�,�94,�90) (648,5��) (648,5��)

Charge-offs (�,8�5,795) (�,8�5,795) (�59,�74) (�59,�74)

Reclassifications – – �45,�87 �45,�87

Transfer arising from merger – – 6�,�54 6�,�54

At 31 December 8,�0�,�60 8,�0�,�60 7,��4,0�� 7,��4,0��

c) Interest in suspense

At 1 January �,��7,0�7 �,��7,0�7 �,�66,056 �,�66,056

Recognised during the year �,�74,�50 �,�74,�50 �,878,67� �,878,67�

Reclassification - specific provision – – (�45,�87) (�45,�87)

Write-back arising from recoveries (�00,���) (�00,���) (�44,04�) (�44,04�)

Charge-offs (�,97�,409) (�,97�,409) (�60,�8�) (�60,�8�)

Transfers arising from merger – – ��,899 ��,899

At 31 December �,��7,6�6 �,��7,6�6 �,��7,0�7 �,��7,0�7

Summary

- General provision 960,�06 960,�06 �,0�4,�67 �,0�4,�67

- Specific provision 8,�0�,�60 8,�0�,�60 7,��4,0�� 7,��4,0��

- Interest in suspense �,��7,6�6 �,��7,6�6 �,��7,0�7 �,��7,0�7

Total provision �0,�90,90� �0,�90,90� ��,565,��7 ��,565,��7

16. PROVISION FOR LOSSES

Analysed as follows:

Additional provision on loan losses:

- Specific provision 5,899,��� 5,899,��� �,099,��0 �,099,��0

- General provision – – ���,�04 ���,�04

Recoveries /provision no longer required:

- Specific provision (�,�94,�90) (�,�94,�90) (648,5��) (648,5��)

- General provision (64,06�) (64,06�) - -

Net charge on loans and advances 4,540,86� 4,540,86� �,68�,9�� �,68�,9��

Additional provision on finance lease:

- General provision �4,7�� �4,7�� – –

Recoveries / provision no longer required:

- Specific provision (��,78�) (��,78�) – –

Net charge on finance leases �,94� �,94� – –

(Writeback)/provision for other asset losses 477,0�� 66�,984 �6�,770 �6�,770

Total provisions made for losses 5,0�9,8�5 5,�04,786 �,04�,68� �,04�,68�

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

17. ADVANCES UNDER FINANCE LEASES

Gross investment 5,�46,000 5,�46,000 �,�67,9�� �,�67,9��

Unearned income (840,8�5) (840,8�5) (��6,770) (��6,770)

4,�05,�75 4,�05,�75 �,0��,�6� �,0��,�6�

Loan loss provision (4�,6�7) (4�,6�7) (4�,686) (4�,686)

4,�6�,548 4,�6�,548 �,989,477 �,989,477

Analysis by performance:

- Performing 4,�05,�75 4,�05,�75 �,947,�68 �,947,�68

- Non-performing – – 8�,795 8�,795

4,�05,�75 4,�05,�75 �,0��,�6� �,0��,�6�

Analysis by maturity:

Current 897,��8 897,��8 690,��� 690,���

Non-current �,407,947 �,407,947 �,�4�,040 �,�4�,040

Net finance leases 4,�05,�75 4,�05,�75 �,0��,�6� �,0��,�6�

Movement in lease provision:

At 1 January

- Performing �8,904 �8,904 �0,45� �0,45�

- Non-performing ��,78� ��,78� – –

4�,686 4�,686 �0,45� �0,45�

Transfer arising from merger:

- Performing – – 8,45� 8,45�

- Non-performing – – ��,78� ��,78�

Additional provision / (writeback) :

- Performing �4,7�� �4,7�� – –

- Non-performing (��,78�) (��,78�) – –

At 31 December

- Performing 4�,6�7 4�,6�7 �8,904 �8,904

- Non-performing – – ��,78� ��,78�

4�,6�7 4�,6�7 4�,686 4�,686

The finance lease balance as at �� December �007 includes a prior year adjustment of N�45.�8 million, which relates to lease facilities that

have previously been disclosed as operating leases. Consequently, the prior year balance have been restated.

Notes to the consolidated financial statements

Annual financial statements

Page 59: Stanbic ibtc annual report 2008

��6 ��7

BANK

Cost:

At � January �008 5,468,746 �,�70,6�� �,8�4,6�� �,056,990 �,4�9,5�4 �0,950,4�

Additions �0�,048 9�0,�09 �90,444 659,7�5 6,��4,4�� 8,�77,949

Transfers ��,�7� �48,�65 �0,960 �04,�04 (�95,700) –

Disposals (4��,6��) (��0,��8) (�5�,957) (�66,077) – (95�,904)

At �� December �008 5,�8�,4�� �,��8,957 �,97�,058 �,554,8�� 7,448,�57 �8,�76,5�7

Depreciation:

At � January �008 8�7,0�8 �6�,��8 78�,�79 6�4,0�0 – �,605,445

Charge for the year �07,748 �6�,8�8 4�7,445 �47,04� – �,�56,05�

Eliminated on disposals (�44,��9) (��,56�) (44,649) (88,5�0) – (�89,960)

At �� December �008 790,557 7��,�74 �,�76,075 79�,5�� – �,47�,5�7

Net book amount:

At �� December �008 4,49�,876 �,406,58� 795,98� 76�,�0� 7,448,�57 �4,905,000

Net book amount:

At �� December �007 4,64�,7�8 809,50� �,04�,��� 4��,970 �,4�9,5�4 8,�45,046

The bank carried out physical verification of asset during the year under review. Consequently, assets with a cost of N4��.�5 million were

written off on account of damage and obsolescence. The related depreciation provision amounted to N�6�.74 million, thus resulting in a net

write off of N�49.5�million. This has been included in the loss on disposal of assets.

Work in progress represents construction costs in respect of new branches and offices. On completion of construction, the related amounts are

transferred to other categories of property and equipment.

GROUP

Land & Motor fittings & Computer Work-in

Building vehicles equipment equipment progress Total

N’000 N’000 N’000 N’000 N’000 N’000

Cost:

At � January �008 5,468,746 �,�49,96� �,899,949 �,��6,46� �,4�9,5�4 ��,484,64�

Additions �0�,048 �,0��,89� ���,�08 799,47� 6,447,��5 8,795,756

Transfers ��,�7� �48,�65 �0,960 �04,�04 (�95,700) –

Disposals (4��,6��) (�4�,949) (�54,58�) (�67,765) – (985,9�8)

At �� December �008 5,�8�,4�� �,�90,�70 �,068,4�5 �,97�,�74 7,58�,059 �9,�94,47�

Depreciation:

At � January �008 8�7,0�8 4�4,0�0 8��,57� 769,�5� – �,8��,974

Charge for the year �07,748 4��,484 454,49� �48,497 – �,4��,���

Eliminated on disposals (�44,��9) (�0,��0) (�5,89�) (84,�89) – (�94,6��)

At �� December �008 790,557 806,�74 �,���,�7� �,0��,46� – �,86�,565

Net book amount:

At �� December �008 4,49�,876 �,58�,796 8�7,�6� 9�8,9�� 7,58�,059 �5,4��,906

Net book amount:

At �� December �007 4,64�,7�8 9�5,94� �,087,�76 567,�09 �,4�9,5�4 8,66�,669

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

18. OTHER ASSETS

Accrued interest and fees receivable 5,�47,�75 5,�4�,44� 96�,�64 96�,�64

Prepaid interest �,54�,694 �,�79,��0 �58,��4 �58,��4

Prepaid expenses 4,50�,478 �,464,879 7�7,059 666,009

Uninvested SMEEIS commitments ��9,�65 44�,��� ���,70� 454,874

Due from subsidiary companies – �,64�,8�9 – �,476,645

Due from Standard Bank Group (SBG) �70,96� �70,96� 669,869 669,869

Deposit for underwriting commitment – – 7,500,000 7,500,000

WHT recoverable 808,�4� 808,�4� 584,7�7 570,096

Deposit for shares – – 6�6,�95 –

Open buy back treasury bills holdings with banks �,500,000 �,500,000 – –

Due from custody clients – – 574,79� –

Deposit with failed banks �8�,77� �8�,77� �8�,77� �8�,77�

Sundry receivables �,75�,896 �,045,��� 874,494 798,5��

Gain on hedged forward exchange contracts 4,�88,�86 4,�88,�86 – –

��,���,87� ��,065,867 ��,�6�,�0� �4,6�8,�75

Provision for other known losses (�,876,5��) (�,876,5��) (�,�99,498) (�,��4,547)

�9,455,�4� �9,�89,��6 ��,76�,80� ��,4��,7�8

The deposit with failed banks relate to the principal and accrued interest on placements made by legacy Regent Bank Plc with three distressed

banks, namely; Societe Generale Bank (N���.77 million), AFEX Bank (N�0.85 million) and Gulf Bank (N��7.�6 million). Full provision for these

balances is included in provision for other assets. The uninvested SMEEIS commitments relate to amounts invested through fund managers

which are yet to be disbursed. These include SIVL - N�0�.94 million (�� December �007: N�4�.07 million), SME Partnership - N�8�.5� million

(�� December �007: N98.04 million), and First SMI - N��.75 million (�� December �007: N��.75 million).

Furniture,

19. FIXED ASSETS

Notes to the consolidated financial statements

Annual financial statements

Page 60: Stanbic ibtc annual report 2008

��8 ��9

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

��. LONG TERM LOANS

On-lending facilities:

Standard Bank Group – – �5,058,554 �5,058,554

International Finance Corporation (IFC) �,44�,0�6 �,44�,0�6 �,56�,04� �,56�,04�

DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbh �68,��7 �68,��7 �54,�5� �54,�5�

European Investment Bank 49�,869 49�,869 557,�64 557,�64

FMO - Nederland Development Finance Company �0,098,��6 �0,098,��6 – –

��,�0�,�58 ��,�0�,�58 �7,5��,��� �7,5��,���

The bank’s dollar denominated on-lending credit obtained from the IFC expires on or after �5 December �0�� and has a rate of �% above

� month LIBOR; the euro/dollar denominated facility from DEG expires on or after �5 October �009 and has rate of �.�5% above 6 month

Euribor, while the dollar denominated facility from European Investment Bank expires on or after �� March �0�� and has a rate of �.5% above

� month LIBOR. The on-lending dollar denominated loan obtained from Nederland Development Finance Company (FMO) expires on or after

�5 January �0�5, and has a rate of �.5% above 6 month LIBOR.

�4. SHARE CAPITAL

Authorised:

�0 billion ordinary shares of 50k each

(�� December �007: �0 billion ordinary shares of 50k each) �0,000,000 �0,000,000 �0,000,000 �0,000,000

Issued and fully paid - ordinary shares of 50k each:

At � January �008 9,�75,000 9,�75,000 6,�50,000 6,�50,000

Share exchange arising from merger – – �,��5,000 �,��5,000

At 31 December 2008 9,�75,000 9,�75,000 9,�75,000 9,�75,000

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

�0. DEPOSITS, CURRENT AND OTHER ACCOUNTS

Demand 69,6�6,987 7�,�88,�44 50,0��,79� 5�,076,�7�

Term �5,60�,400 �5,60�,400 �0,547,069 �0,547,069

Negotiable certificates of deposit 988 988 8��,88� 8��,88�

95,�40,�75 98,89�,5�� 7�,�90,744 7�,455,���

Analysis by maturity:

Maturing within � month �7,888,664 ��,5�9,8�� �7,459,409 �8,5��,888

Maturing between � to � months 5,597,��4 5,597,��4 9,579,559 9,579,559

Maturing between � to 6 months 7,7�9,65� 7,7�9,65� 4,5�6,�95 4,5�6,�95

Maturing between 6 to �� months 8,�7�,856 8,�7�,856 5,��5,�55 5,��5,�55

Maturing over �� months 45,75�,870 45,75�,870 �4,690,��6 �4,690,��6

95,�40,�75 98,89�,5�� 7�,�90,744 7�,455,���

��. DUE TO OTHER BANKS

Standard Bank Group 65,��0,065 65,��0,065 65,97�,89� 65,97�,89�

Interbank takings �6,7�4,66� �6,7�4,66� – –

Balances due to banks in Nigeria - current accounts 5� 5� 48�,675 �7,489

Balances due to banks outside Nigeria - current accounts �46,858 �46,858 84�,556 84�,556

8�,�0�,6�7 8�,�0�,6�7 67,�98,��� 66,85�,9�7

��. OTHER LIABILITIES

Liability on refinanced letters of credit �,87�,�06 �,87�,�06 �,8�9,598 �,8�9,598

Liability on cash-backed letters of credit ��,���,705 ��,���,705 5,4��,�0� 5,4��,�0�

Interest payable �,650,465 �,650,465 �,666,67� �,666,669

Accrued expenses 5,599,�97 5,599,�97 �,656,9�6 �,6�5,�6�

Unearned income �,498,455 �,440,774 �,8�4,7�4 �,806,��4

Application monies received �0,888,6�7 �0,888,6�7 ��,590,7�0 ��,�0�,�60

Due to asset management clients 8,�0�,965 8,�0�,965 ��,905,694 �9,7��,�87

Drafts/bankers’ cheques payable �,�5�,600 �,6�5,9�� �,77�,�77 �,77�,�77

Collections/remittances payable �,�57,997 �,�57,997 �,705,908 �,���,70�

Other payables �,690,469 �,79�,9�8 �,�79,70� �,��5,�64

74,0��,686 7�,�4�,775 66,784,44� 6�,59�,8�4

Notes to the consolidated financial statements

Annual financial statements

Page 61: Stanbic ibtc annual report 2008

��0 ���

Investment Share

Statutory Retained in SMEEIS premium Capital Revaluation Special Reserves

reserve earnings reserve reserve reserve reserve reserve total

N’000 N’000 N’000 N’000 N’000 N’000 N’000 N’000

GROUP

At � January �008 7,480,�09 8,0�4,�0� �,0�8,690 47,468,9�8 �4�,000 �,8�5,�87 – 66,�88,��5

Increase in subsidiary shareholding – – – – (���,�56) – – (���,�56)

On revaluation of securities – – – – – (�,56�,668) – (�,56�,668)

Dividend paid – (4,687,500) – – – – – (4,687,500)

From profit and loss account �,9�8,67� 8,6�5,478 – – – – – ��,564,�50

At �� December �008 �0,4�8,78� ��,96�,079 �,0�8,690 47,468,9�8 ��8,844 �7�,7�9 – 7�,�90,04�

At � April �007 5,�06,886 6,�6�,5�6 �,0�8,690 �0,55�,806 �90,000 �,�94,��� 9,750,�90 44,695,6�0

Reinstatement of special reserve – – – – – – �6,8�4,878 �6,8�4,878

Impairment of goodwill – (46,585,�68) – – – – – (46,585,�68)

Losses written off – 46,585,�68 – – – – (46,585,�68) –

On revaluation of securities – – – – – 45�,�67 – 45�,�67

From share exchange (merger) – – – �6,9�5,��� – – – �6,9�5,���

Transfer arising from merger �0,8�4 (9,840) – – 5�,000 – – 5�,984

Transfer from deferred tax – – – – – (��,�0�) – (��,�0�)

Dividend paid – (�,750,000) – – – – – (�,750,000)

From profit and loss account �,�6�,�99 5,4��,4�5 – – – – – 7,584,8�4

At �� December �007 7,480,�09 8,0�4,�0� �,0�8,690 47,468,9�8 �4�,000 �,8�5,�87 - 66,�88,��5

BANK

At � January �008 7,�7�,�75 6,8�5,�56 �,0�8,690 47,468,9�8 – ���,�84 – 6�,046,7��

On revaluation of securities – – – – – (���,�84) – (���,�84)

Dividend paid – (4,687,500) – – – – – (4,687,500)

From profit and loss account �,764,44� 6,450,�6� – – – – – 9,��4,80�

At �� December �008 �0,��5,8�6 8,598,��7 �,0�8,690 47,468,9�8 – – – 67,�4�,65�

At � April �007 5,�88,845 5,7�6,��� �,0�8,690 �0,55�,806 – – 9,750,�90 4�,�57,85�

Reinstatement of special reserve – – – – – – �6,8�4,878 �6,8�4,878

Impairment of goodwill – (46,585,�68) – – – – (46,585,�68)

Losses written off – 46,585,�68 – – – (46,585,�68) –

On revaluation of securities – – – – – ���,�84 – ���,�84

From share exchange (merger) – – – �6,9�5,��� – – – �6,9�5,���

Dividend paid – (�,750,000) – – – – – (�,750,000)

From profit and loss account �,08�,5�0 4,859,��5 – – – – – 6,94�,765

At �� December �007 7,�7�,�75 6,8�5,�56 �,0�8,690 47,468,9�8 – ���,�84 - 6�,046,7��

In �006, the bank obtained the approval of shareholders at an extraordinary general meeting and the sanction of the Federal High Court, in

pursuant to Part V of the Companies and Allied Matters Act, to create a special reserve from the balance of its share premium account for the

purpose of writing off the goodwill of N9.75 billion that arose from its acquisition of Chartered Bank and Regent Bank during the year ended

�� March �006. Accordingly, the goodwill of N9.75 billion was set off against the special reserve account.

Similarly, in �007, the bank obtained the approval of shareholders at an extraordinary general meeting to create a special reserve from the

balance of its share premium account for the purpose of writing off the goodwill of N�6.8� billion that arose from its acquisition of Stanbic

Bank during the nine month’s ended �� December �007. The sanction of the Federal High Court was subsequently obtained and, accordingly,

the goodwill of N�6.8� billion was set off against the special reserve account.

In line with a directive from Nigerian Accounting Standards Board (NASB), the bank has reinstated the goodwill and tested same for impairment

in compliance with the provisions of Statement of Accounting Standard No. �6 on Accounting for Business Combinations. With effect from �

January �008, the Nigerian Accounting Standard Board introduced the Statement of Accounting Standard No. �6 on Accounting for Business

Combinations and was respectively applied to all business combinations entered into on or after � January �005. The effect of this Standard

on the bank is that the goodwill which arose from the business combinations in �006 and �007 and which had been written off against a

special reserve is now required to be reinstated and tested for impairment. In compliance with this standard, goodwill arising from the business

combinations has been reinstated and tested for impairment. Consequently, the amounts previously written off against the special reserve

accounts totalling N46.58 billion were reinstated.

Goodwill is allocated to cash generating units for the purpose of impairment testing.

The goodwill amount of N46.58 billion was tested for impairment, found to be fully impaired as at �� December �007 and written off against

the revenue reserve account.

The bank’s shareholders, based on recommendation of the Board of Directors at its extra ordinary general meeting held on the �4 February

�009, approved a write off of the resultant loss via the capital reduction process specified in Companies and Allied Matters Act. This capital

reduction was sanctioned by the Federal High Court on �9th March �009.

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

26. MINORITY INTEREST

At � January 455,�09 – �84,��� –

Dividend paid (80,000) – – –

Increase in shareholding in subsidiary company (94,084) – – –

Transfer arising from merger – – 6,06� –

Share of current year profit of subsidiary company 4�0,�79 – �65,0�4 –

At �� December 7��,404 – 455,�09 –

Notes to the consolidated financial statements

25. RESERVES

Annual financial statements

Page 62: Stanbic ibtc annual report 2008

��� ���

29. EMPLOYEES AND DIRECTORS

a) Employees

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

The average number of persons employed by the bank are: Number Number Number Number

Executive directors 4 4 4 �

Management �05 �76 �99 �69

Non-management �,�50 �,06� 999 899

�,659 �,�4� �,�0� �,07�

Staff costs for the above persons

(excluding executive directors): N’000 N’000 N’000 N’000

Salaries and wages �0,00�,�7� 8,57�,�96 4,468,596 �,80�,�84

Retirement benefit - Pension (Note 28) �58,059 �00,�4� ��4,8�5 99,780

Retirement benefit - ESBS (Note 28) 64,�59 �0,4�4 76,748 66,4�0

�0,4�5,590 8,90�,�6� 4,660,�59 �,967,�74

The number of employees of the bank, including executive directors, who received emoluments in the following ranges were:

Number Number Number Number

Below N�,000,00� 70 58 ��6 ��0

N�,000,00� - N�,000,000 �09 60 4�7 �5�

N�,000,00� - N�,000,000 798 67� ��� ���

N�,000,00� - N4,000,000 ��8 �8� ��� �09

N4,000,00� - N5,000,000 74 4� 6� 5�

N5,000,00� - N6,000,000 48 �7 48 44

N6,000,00� and above ��� �9� �86 �60

�,659 �,�4� �,�0� �,07�

b) Directors

The remuneration paid to the directors of the bank was: N’000 N’000 N’000 N’000

Fees and sitting allowances �4�,6�� �4�,44� 7�,557 7�,�55

Executive compensation 409,�40 �64,065 �8�,06� �48,984

550,86� 505,508 �56,6�8 ��0,��9

Directors’ other expenses �,�47 �,�47 �,��0 �,��0

55�,0�0 507,655 �59,748 ���,�69

Fees and other emoluments disclosed

above include amounts paid to:

(i) the chairman �0,68� �0,68� 5,77� 5,77�

(ii) the highest paid director �06,�4� �06,�4� 50,668 50,668

Notes to the consolidated financial statements

27. CONTINGENT LIABILITIES AND COMMITMENTS

a) Legal proceedings

As at �� December �008, there were ��6 outstanding legal external proceedings with claims amounting to N807 million (�� December �007:

N4.�5 billion). Appropriate provisions have been made based on the probability of losses arising from these proceedings. The credit related

pieces have been provided for in line with prudential guidelines.

b) Capital commitments

As at the balance sheet date, the group had a capital commitment of N�.�7 billion in respect of various construction work being undertaken

on branch extension, and revamping project (�� December �007: N�0.�0 million).

c) Credit related commitments

In the normal course of business the bank is a party to financial instruments with off-balance sheet risk. These instruments are issued to meet

the credit and other financial requirements of customers. The contractual amounts of the off-balance sheet financial instruments are:

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

Guaranteed commercial papers - interbank 670,�89 670,�89 �7,55�,��8 �7,55�,��8

Guaranteed commercial papers - own clients �5,70�,50� �5,70�,50� �,9�8,509 �,9�8,509

Performance bonds, guarantees and indemnities 7,59�,660 7,59�,660 �,948,�65 �,948,�65

Fiduciary deposits/Letters of credit �6,895,�88 �6,895,�88 ��,8�0,�60 ��,8�0,�60

50,860,640 50,860,640 56,�59,�7� 56,�59,�7�

As at balance sheet date, there were no outstanding related party off-balance sheet transactions

28. RETIREMENT BENEFITS

The group operates a defined contribution pension scheme in line with the provisions of the Pension Reform Act. Contributions are based on

the sum that consists of employees’ basic salary, housing and transport allowance in the ratio 7.5% by the employee and 7.5% by the

employer. The amount contributed by the employer and remitted to the Pension Fund Administrators during the period was N�58.06 million

(�� December �007: N��4.8� million).

The group also contributed 5% of the sum that consisted of employees’ basic, housing and transport allowance towards an end of service

benefit scheme (ESBS). This contribution, which was applicable to the staff of legacy IBTC Chartered Bank PLC, only, was discontinued during

the year, after due consultations with the National Pension Commission. The amount contributed by the employer during the period was

N64.�6 million (�� December �007: N76.75 million).

The group’s contributions to these schemes are charged to the profit and loss account in the period to which they relate. Contributions to the

ESBS are managed by SIPML on behalf of the beneficiary staff as “voluntary pension contributions” in line with the provisions of the Pension

Reform Act.

Consequently, the group has no legal or constructive obligations to pay further contributions if the funds do not hold sufficient assets to meet

the related obligations to employees.

Annual financial statements

Page 63: Stanbic ibtc annual report 2008

��4 ��5

Related party items Standard Bank Group SIAML SIVL SIPML SEL

Relationship to the bank Fellow susidiaries Subsidiary Subsidiary Subsidiary Subsidiary

N’000 N’000 N’000 N’000 N’000

Deposit balances 65,��0,065 4,00�,578 40�,�7� �8�,��7 60,0�0

Account receivables �70,96� 944,�40 7�8,�5� 7,500 –

Account Payables – – �,559 9,��� –

Intern Glass Industries Limited 000�675 �60�8 Director B.I. Mahtani Overdraft �8-Nov-08 �9-Dec-08 �5,000 �8,�56 Performing �9.50% Warehouse stock and

debenture on assets

(upstamping and TWA

in progress) �,7�9,000

Automotive Component

Industries Limited 000�6�7 40�46 Director Lt. Gen. Wushishi (Rtd) Overdraft �0-May-06 �9-Apr-08 �0,000 �9,884 Performing �9.50% Debenture on fixed and �44,000

floating assets but stamped at 88,000

UAC of Nigeria Plc 000075� ���58� Director Lt. Gen. Wushishi (Rtd) Overdraft 7-Oct-08 ��-Mar-09 �00,000 �84,6�� Performing �9.50% Clean lending (negative pledge) N/A

Presco Plc 4474 �74�70 Chairman A.N.A Peterside OON Term loan �-Oct-08 ��-Dec-�� 49�,869 454,0�� Performing 9.�5% Fixed and floating asset N/A

Presco Plc 4474 �74�70 Chairman A.N.A Peterside OON Overdraft �6-Jul-08 �0-Jun-�� 68�,050 49,�50 Performing 9.�5% Letter of comfort N/A

Various Staff – Staff Staff Loans – – – – �,6�8,585 Performing Various Various N/A

(b) OTHER RELATED PARTY ITEMS

Significant transaction balances involving the bank and related parties are as detailed below:

Total - Insider related credits �,4�7,9�9 �,�74,6�9

30. RELATED PARTY TRANSACTIONS

The bank is controlled by Stanbic Africa Holding Limited which is incorporated in the United kingdom. The ultimate parent of the group is Standard Bank Group

Limited incorporated in South Africa.

The bank manages the operations of SIAML and SIPML under the terms of management and advisory services agreements for a fee.

Included in loans and advances is an amount of N�.�7billion (�� December �007 : N�.�6 billion) representing credit facilities to staff, shareholders and

companies in which some directors have interests. These facilities were granted at rates and terms comparable to other facilities in the bank’s portfolio. There

were no non-performing insider related credit as at balance sheet date.

The balances in the accounts as at �� December �008 are as stated below:

(a) SCHEDULE OF INSIDER RELATED CREDITS

Name of Borrower CRMS Borrowers’

Code Number

RC/S R/B

R/NID

Relationship Name

of related party

Loan type Date granted Expiry date Approved credit

limit N’000

Outstanding

N’000

Status Int.

Rate

Security nature Security value

N’000

Perfected security

Notes to the consolidated financial statements

Annual financial statements

Page 64: Stanbic ibtc annual report 2008

��6 ��7

34. LIQUIDITY RISK

Maturities of assets and liabilities

- bank 31 December 2008 0 - 30 days 1 - 6 months 6 - 12 months 1 - 5 years Over 5 years Total

N’000 N’000 N’000 N’000 N’000 N’000

ASSETS

Cash and short term funds 5,�86,�09 6,�54,�74 – – – ��,440,68�

Due from other banks 4�,6��,�48 �4,657,��7 – ��,888,��8 – ��0,�58,50�

Short term investments 4,0�0,760 �,487,�04 �,�7�,649 4,649,478 – ��,540,99�

Loans and advances �6,797,�75 �4,�6�,805 9,���,58� 6,�6�,�45 ��,66�,�8� 99,0�0,�88

Advances under finance leases 5�6,798 �4,��5 ��9,��9 �08,004 �,�7�,�9� 4,�6�,548

Other assets 404,000 9,8��,768 8,�79,656 69�,9�� – �9,�89,��6

Long term investments – – – 7�,��4,7�� – 7�,��4,7��

Fixed assets – – – 5,96�,999 8,94�,00� �4,905,000

Total assets 88,558,�90 86,4�0,6�� �0,996,005 ��4,786,488 �4,979,675 �45,7��,07�

LIABILITIES

Deposits, current and other accounts ��,5�9,8�� ��,��6,985 8,�7�,856 45,75�,870 – 98,89�,5��

Due to other banks �8,879,�5� �7,�69,�97 �4,�6�,�87 ��,99�,700 – 8�,�0�,6�7

Tax payable – – – �,4�8,��0 – �,4�8,��0

Other liabilities ��,�95,��7 5,���,707 ��,���,705 �4,80�,�46 – 7�,�4�,775

Deferred taxation – – – ��6,7�7 – ��6,7�7

Long term loans – – – ��,�0�,�58 – ��,�0�,�58

Total liabilities 7�,6�4,�9� �5,7�8,989 ��,557,948 ��8,40�,��� – �69,�9�,�59

Net liquidity gap �6,944,099 50,69�,6�4 (��,56�,94�) (�,6�4,74�) �4,979,675 76,6�6,65�

31 December 2007

Total assets 9�,0��,096 8�,6�5,998 �04,7�0,�80 ��,5�9,90� 4,64�,7�8 �04,5�9,994

Total liabilities �8,��8,04� 9�,���,7�� 49,57�,95� 5�,�74,546 - ���,098,�6�

Net liquidity gap 5�,884,05� (�0,486,7��) 55,��7,��9 (�9,754,644) 4,64�,7�8 7�,4��,7��

Maturities of risk assets and deposit

liabilities - bank 31 December 2008 0 - 30 days 1 - 3 months 3 - 6 months 6-12 months Over 12 months Total

N’000 N’000 N’000 N’000 N’000 N’000

ASSETS

Investments 4,0�0,760 �9�,�6� �,�94,84� �,�7�,649 77,874,�00 86,765,7�4

Loans and advances �6,797,�75 �4,�6�,805 9,���,58� 6,�6�,�45 ��,66�,�8� 99,0�0,�88

Advances under finance leases 5�6,798 �4,��5 ��9,��9 �08,004 �,�7�,�9� 4,�6�,548

Other assets 404,000 �,64�,��6 6,�70,5�� 8,�79,656 69�,9�� �9,�89,��6

Total risk assets 4�,758,8�� �8,���,6�9 �6,708,074 �8,0��,554 94,60�,786 �09,��6,886

LIABILITIES

Deposits, current and other accounts ��,5�9,8�� 5,597,��4 7,7�9,65� 8,�7�,856 45,75�,870 98,89�,5��

Net liquidity gap - 31 December 2008 �0,��9,0�� ��,5�6,�05 8,978,4�� 9,750,698 48,850,9�5 ��0,��5,�55

Net liquidity gap - �� December �007 (�87,�54) ��,089,6�� �6,�54,0�5 68,0�8,08� (6,��9,0��) 90,975,5��

The tables above analyse assets and liabilities of the bank into relevant maturity groupings based on the remaining period at balance sheet

date to the contractual maturity date. The matching and controlled mismatching of the maturities and interest rates of assets and liabilities is

fundamental to the management of the bank. It is unusual to be completely matched since business transacted is often of uncertain terms and

of different types. An unmatched position potentially enhances profitability, but can also increase the risk of losses.

31. CONTRAVENTION OF BANKS AND OTHER FINANCIAL INSTITUTIONS ACT (1991)

AND CENTRAL BANK OF NIGERIA CIRCULARS The bank was penalised by the Central Bank of Nigeria (CBN) during the year for the following infractions:

- Acquisition of landed property prior to obtaining CBN approval (fine: N� million)

- Non-inclusion of certain clients’ CRMS numbers in the bank’s CBN return (fine : N� million)

32. COMPARATIVES Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year. In accordance with the

newly established accounting standards on businesss consolidation (SAS �6), there was a change in accounting policy on goodwill. This resulted

in the reinstatement of goodwill and share premium through special reserve account, as well as the impairment of goodwill through prior year

reserve is disclosed in Note �4.

33. POST BALANCE SHEET EVENTS The shareholders at an extra-ordinary general meeting of the bank held on �4 February �009 approved, subject to the sanction of the

Federal High Court, and with effect from �� December �007, the write off of N46.58 billion loss on the revenue reserve account via the

capital reduction process specified in Companies and Allied Matters Act. This capital reduction was sanctioned by the Federal High Court on

�9th March �009.

Notes to the consolidated financial statements

Annual financial statements

Page 65: Stanbic ibtc annual report 2008

��8 ��9

35. STATEMENT ON SEGMENTAL REPORTING

The directors confirm that the consolidated financial statement complies with the information reported to the bank’s board of directors, and

top management for the purposes of evaluating units’ past performance as it relates to performance of the bank and its subsidiaries during the

period.

The group is structured on the basis of products and services, and the segments have been identified on this basis. The principal business units

in the group are as follows:

Business Units:

Personal & Business Banking (PBB)

Corporate & Investment Banking (CIB)

Wealth

SEGMENT REPORT

The group’s operations by major operating segment during the current financial year is contained below.

CIB PBB Wealth Eliminations Group

N’000 N’000 N’000 N’000 N’000

Revenue

- Derived from external customers �8,889,��� ��,4�0,�40 8,9��,05� – 6�,�40,5�4

- Derived from other business segments 845,60� 958,040 �9,099 (�,84�,74�) –

Total revenue �9,7�4,9�5 �4,�78,�80 8,970,�50 (�,84�,74�) 6�,�40,5�4

Total cost

- Interest expense �6,79�,�95 �,900,�6� (4�,059) (�9,099) �8,6��,�00

- Risk and other asset provisions 4,��9,455 885,��� (�84,95�) – 5,0�9,8�5

- Other operating expenses �0,8�5,�6� 7,��8,880 6,7��,084 (�,80�,64�) ��,98�,484

Total cost ��,9�5,8�� �0,0�4,474 6,496,07� (�,84�,74�) 46,6��,6�9

Profit before tax 7,799,��� 4,�5�,706 �,474,077 – �4,6�6,895

Tax (6�8,469) (6�8,096) (�,�75,899) – (�,6��,465)

Profit after tax 7,�60,64� �,7�5,6�0 �,098,�78 – ��,994,4�0

Segment asset �6�,9�8,46� 85,�69,��5 ��,88�,��7 (8,7�6,6�5) �5�,�5�,�98

Segment liabilities �05,0�0,044 6�,68�,78� 8,09�,0�� (6,9�8,909) �69,876,95�

Net asset 56,9�8,4�8 ��,486,54� 4,789,�95 (�,8�7,706) 8�,�76,445

All transactions between business units were conducted at an arms length basis. Internal charges and transfer pricing adjustments are reflected

in the performance of each segment.

The bank operates in a single geographical location, thus no segmentation based on geographical location is presented in these financial

statements.

12 months ended

31 December 2008

Banking and other financial services to individual customers and small-to-medium-sized

enterprises.

Mortgage lending – Provides residential accommodation loans to individual customers.

Installment sale and finance leases – Comprises two main areas, instalment finance in the consumer

market, mainly vehicles, and secondly, finance of vehicles and equipment in the business market.

Card products – Provides credit and debit card facilities for individuals and businesses.

Transactional and lending products – Transactions in products associated withthe various points

of contact channels such as ATMs, Internet, telephone banking and branches. This includes deposit

taking activities, electronic banking, cheque accounts and other lending products.

Commercial and investment banking services to larger corporates, financial institutions and

international counterparties in Nigeria and other emerging markets.

Global markets – Includes foreign exchange, fixed income, derivatives and equities, trading

businesses, securitisation and money market funding units.

Transactional products and services – Includes corporate lending and transactional banking

businesses, custodial services, trade finance business.

Investment Banking – Includes equity investment and advisory businesses, project finance,

structured lending, debt origination, resource banking and property related lending.

The wealth group is made up of the bank’s subsidiaries, whose activities involve investment

management, stockbroking activities, portfolio management, unit trust/ funds management, and

pension asset management and administration.

Notes to the consolidated financial statements

Annual financial statements

Page 66: Stanbic ibtc annual report 2008

��0 ���

36. CONDENSED FINANCIAL STATEMENT FOR THE GROUP

Profit and loss acount

Bank SIAML SIVL SEL SIPML Consolidation entries Eliminations Group Total

N’000 N’000 N’000 N’000 N’000 N’000 N’000

Operating income �5,��0,060 �,895,74� 4,660,�89 57�,566 ���,�99 (�,84�,74�) 4�,6�9,��4

Operating expenses (�9,47�,59�) (�,80�,�58) (�,�54,686) (98,8�9) (�50,859) �,896,74� (��,98�,484)

Risk and other asset provisions (5,�04,786) �84,95� – – – – (5,0�9,8�5)

Profit before tax �0,54�,68� �,�78,4�6 �,�05,70� 47�,7�7 (�7,660) �,05�,999 �4,6�6,895

Tax (�,��7,879) (494,554) (68�,898) (�55,79�) �7,660 – (�,6��,465)

Profit after tax 9,��4,80� 78�,88� 6��,805 ��7,944 – �,05�,999 ��,994,4�0

Balance sheet

Assets:

Cash and short term funds ��,440,68� 4� 40�,��6 846,846 �,�08 (�,�04,�80) – ��,586,6�7

Due from banks ��0,�58,50� 4,�5�,579 – – �44,7�0 �,58�,445 (4,646,979) ���,59�,�59

Short term investments ��,540,99� – – – �,469,944 (46�,��7) – �4,548,809

Loans and advances to customers 99,0�0,�88 – – – – – (6��,0�5) 98,�98,�7�

Advances under finance lease 4,�6�,548 – – – – – – 4,�6�,548

Other assets �9,�89,��6 87�,6�� ��,570 ��,66� �,�69,��� (�4�,�66) (�,659,9�5) �9,455,�4�

Long term investments 7�,��4,7�� 7�0,5�4 �,965,464 �00 900,9�0 (6,590) (�,8�7,706) 75,977,6�4

Fixed assets �4,905,000 �54,��� - 4,455 ��5,600 ���,7�8 – �5,4��,906

�45,7��,07� 5,99�,890 �,�8�,�70 864,�64 4,0��,5�5 – (8,7�6,6�5) �5�,�5�,�98

Liabilities:

Customer deposits 98,89�,5�� �,�8�,54� – 66,564 – (�54,�86) (4,646,979) 95,�40,�75

Due to other banks 8�,�0�,6�7 – 6��,0�5 – – – (6��,0�5) 8�,�0�,6�7

Tax payable �,�40,�9� �,�0�,6�6 �7�,595 �59,040 9�9,50� 8,�85 – 5,8��,4�8

Other liabilities 7�,�4�,770 �,5�0,�80 7�6,596 59,685 788,906 ��5,�6� (�,659,9�5) 74,0��,686

Deferred tax ��6,7�7 ��,�97 – 854 – ��7,490 �78,467

Long term loans ��,�0�,�58 – – –- – – – ��,�0�,�58

Equity and reserves 76,6�6,65� �,05�,956 �,760,064 578,��� �,�9�,��� (�06,75�) (�,8�7,706) 8�,�76,447

�45,7��,07� 5,99�,89� �,�8�,�70 864,�64 4,0��,5�0 – (8,7�6,6�5) �5�,�5�,�98

Cash flows

Net cash flow from operating activities �5,84�,6�5 (�,�95,88�) �40,��5 5�0,�4� �,8�4,075 (4�6,�55) (4,679,�8�) ��,0�7,048

Net cash flow from investing activities (��,5��,8�6) 49�,570 (54,��7) – (�,6�4,498) (�48,874) �5�,0�6 (�4,8�6,909)

Net cash flow from financing activities (�0,0�9,�54) (900,045) 407,066 – (�00,000) 6��,979 – (�0,099,�54)

Net movement in cash and cash equivalents �,�0�,445 (�,804,�56) 69�,074 5�0,�4� (�0,4��) (�7�,050) (4,4�7,�46) (�,899,��5)

At start of year ���,�98,8�4 7,057,978 (�90,8�6) ��6,504 �56,�4� 4�0,48� – �40,�79,�8�

At end of year ��4,700,�58 4,�5�,6�� 40�,��8 846,846 �45,8�8 �58,4�� (4,4�7,�46) ��6,�79,968

�,�0�,444 (�,804,�56) 69�,074 5�0,�4� (�0,4��) (�7�,050) (4,4�7,�46) (�,899,��5)

Included in the elimination amount is the negative goodwill of N�.05 billion resulting from the purchase by the bank of 70.59% shareholding

of SIVL in SIPML in December �008.

Notes to the consolidated financial statements

Annual financial statements

Page 67: Stanbic ibtc annual report 2008

��� ���

Statement of value added

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 % N’000 % N’000 % N’000 %

Gross earnings 6�,�40,5�4 5�,87�,4�8 �8,65�,0�6 �4,7��,949

Interest paid:

- local (�7,7�7,0��) (�7,758,070) (4,�9�,�78) (4,��8,49�)

- foreign (894,�88) (894,�88) (�,779,570) (�,779,570)

(�8,6��,�00) (�8,65�,�58) (6,�70,948) (5,998,06�)

Administrative overhead:

- local (9,964,50�) (8,�00,565) (�,650,�69) (�,9�0,75�)

- foreign (606,�59) (606,�59) (�0�,864) (�0�,864)

(�0,570,66�) (8,806,7�4) (�,75�,0��) (�,0��,6�6)

Provision for losses (5,0�9,8�5) (5,�04,786) (�,04�,68�) (�,04�,68�)

Value added �7,0�8,7�8 �00 ��,�08,550 �00 �6,68�,�7� �00 ��,656,588 �00

Distribution

Employees and Directors

Salaries and benefits �0,978,600 40 9,409,8�8 4� 4,9�9,907 �9 4,�90,64� ��

Government

Taxation �,6��,465 �0 �,��7,878 7 �,�4�,�80 �9 �,854,6�9 ��

The Future

Asset replacement (depreciation) �,4��,��� �,�56,05� 77�,��6 669,5�9

Expansion (retained in the business) ��,994,4�0 9,��4,80� 7,849,848 6,94�,766

��,4�7,65� 50 �0,470,854 50 8,6��,�85 5� 7,6��,�05 56

�7,0�8,7�8 �00 ��,�08,550 �00 �6,68�,�7� �00 ��,656,588 �00

Annual financial statements

Page 68: Stanbic ibtc annual report 2008

��4 ��5

Five year consolidated financial summary

��-Mar-�007 ��-Mar-�006 ��-Mar-�005

Group Bank Group Bank Group Bank

N’000 N’000 N’000 N’000 N’000 N’000

�0,8��,864 �0,8��,�45 6,�56,8�� 6,�56,�64 90�,478 90�,478

46,87�,0�5 46,090,0�� ��,��7,077 ��,�65,5�5 9,��6,70� 7,948,�88

��,08�,�6� ��,07�,76� �8,���,�66 �7,996,�66 9,48�,�6� 9,48�,�6�

�6,606,845 �5,590,�58 48,�74,5�9 50,067,65� ��,49�,��6 ��,487,4�6

���,960 ���,960 85�,58� 85�,58� – –

�,0�4,009 4,876,5�4 �,976,000 �,545,��0 697,5�5 �,7�0,6�0

�4,865,9�9 ��,�8�,905 9,066,9�0 4,660,4�6 5,�88,987 ��0,000

484,06� 484,06� 75,8�� 75,8�� �0�,08� �0�,08�

9,750,�90 9,750,�90 9,750,�90 9,750,�90 – –

6,��7,470 5,958,06� 5,�74,7�6 5,�04,454 748,7�� 7�4,598

�6�,040,8�7 �57,�48,408 ���,976,��6 ��0,574,7�4 �9,�5�,0�6 �4,567,664

6,�50,000 6,�50,000 6,0�8,604 6,0�8,604 �,9�5,49� �,9�5,49�

44,695,6�0 4�,�57,85� �6,4�5,��0 �5,��7,�66 ��,7�8,7�4 ��,��9,7��

– – �,4��,44� �,4��,44� �,�74,�97 �,�74,�97

�84,��� – ��6,�90 – �08,000 –

68,0��,0�0 7�,896,047 55,49�,��� 57,07�,��� �0,�6�,��8 �0,885,8��

5,840,078 5,840,0�5 – – – –

�,���,558 �,��4,98� �,008,650 �,55�,�50 �,077,�48 800,6��

�7,4�8,��5 ��,478,5�9 �6,7�9,�6� �4,76�,��5 7,859,8�� 4,7�5,�7�

780,�6� �8�,�4� 4�6,70� �7�,�6� �57,�95 59,4�7

5,608,85� 5,608,85� �,��7,644 �,��7,644 �,657,000 �,657,000

�6�,040,8�7 �57,�48,408 ���,976,��6 ��0,574,7�4 �9,�5�,0�6 �4,567,664

5,687,7�5 5,687,7�5 �,900,�7� �,�67,860 �,�77,9�9 �,�77,9�9

�5,877,�04 ��,990,6�0 8,86�,585 8,�64,0�4 5,004,8�8 4,�50,440

(8,44�,4��) (6,805,878) (�,�95,848) (�,745,764) (�,68�,5��) (�,��7,890)

7,4�4,88� 6,�84,7�� 5,666,7�7 5,4�8,�50 �,���,�95 �,0��,550

(�,67�,74�) (8��,0��) (�,679,�54) (�,�94,��0) (876,66�) (654,�95)

5,76�,�4� 5,�6�,700 �,987,�8� 4,��4,0�0 �,444,6�� �,�58,�55

– – – – (�,�74,�97) (�,�74,�97)

5,76�,�4� 5,�6�,700 �,987,�8� 4,��4,0�0 �,�70,4�6 �,�8�,958

58 59 67 70 47 46

�7 �6 �� �� 40 4�

�4 �4 4� 45 �� �9

54 49 87 88 ��� ��4

�9 �9 �4 �4 � �

46 k 4� k �� k �4 k 4� k 40 k

47 k 44 k 56 k 57 k 55 k 54 k

�� k �9 k �� k �� k �0 k �9 k

46 k 4� k �� k �� k �9 k �7 k

�0 k �0 k �0 k �0 k �0 k �0 k

9�� 874 78� 7�9 �00 �00

12 months ended 9 months ended

31 December 2008 31 December 2007

Group Bank Group Bank

N’000 N’000 N’000 N’000

ASSETS EMPLOYED

Cash and short term funds ��,586,6�7 ��,440,68� ��,0�7,8�� ��,0�5,85�

Due from other banks ���,59�,�59 ��0,�58,50� 79,578,685 7�,800,�74

Short term investments �4,548,809 ��,540,99� 5�,467,959 5�,467,959

Loans and advances 98,�98,�7� 99,0�0,�88 79,464,605 79,6�5,690

Advances under finance leases 4,�6�,548 4,�6�,548 �,989,477 �,989,477

Other assets �9,455,�4� �9,�89,��6 ��,76�,80� ��,4��,7�8

Long term investments 75,977,6�4 7�,��4,7�� 68,�45,09� 6�,8��,968

Equipment on lease – – – –

Goodwill – – – –

Fixed assets �5,4��,906 �4,905,000 8,66�,669 8,�45,046

�5�,�5�,�98 �45,7��,07� ��5,�07,�0� �04,5�9,994

FINANCED BY

Share capital 9,�75,000 9,�75,000 9,�75,000 9,�75,000

Reserves 7�,�90,04� 67,�4�,65� 66,�88,��5 6�,046,7��

Proposed dividend – – – –

Minority interest 7��,404 – 455,�09 –

Deposits, current and other accounts 95,�40,�75 98,89�,5�� 7�,�90,744 7�,455,���

Due to other banks 8�,�0�,6�7 8�,�0�,6�7 67,�98,��� 66,85�,9�7

Tax payable 5,8��,4�9 �,�40,�9� 5,640,50� �,6��,948

Other liabilities 74,0��,686 7�,�4�,775 66,784,44� 6�,59�,8�4

Deferred tax �78,467 ��6,7�7 44�,654 5�,�07

Long term loans ��,�0�,�58 ��,�0�,�58 �7,5��,��� �7,5��,���

�5�,�5�,�98 �45,7��,07� ��5,�07,�0� �04,5�9,994

Acceptances and guarantees 50,860,640 50,860,640 56,259,272 56,259,272

PROFIT AND LOSS ACCOUNT

Net operating income 4�,6�9,��4 �5,��0,060 ��,480,088 �8,7��,887

Operating expenses and provisions (�8,00�,��9) (�4,677,�79) (��,487,960) (9,9�7,48�)

Profit before taxation �4,6�6,895 �0,54�,68� �0,99�,��8 8,796,404

Taxation (�,6��,465) (�,��7,879) (�,�4�,�80) (�,854,6�9)

Profit after taxation ��,994,4�0 9,��4,80� 7,849,848 6,94�,765

Proposed dividend – – – –

Transfer to reserves ��,994,4�0 9,��4,80� 7,849,848 6,94�,765

STATISTICAL INFORMATION

Gross interest margin % 55 54 6� 6�

Shareholders’ funds as a % of total assets �� �� �4 �4

% Loans and overdrafts/total assets �8 �9 �5 �6

% Loans and overdrafts/deposits �0� �00 ��� ��0

% Provision/Loans and overdrafts �0 9 �� ��

Earnings per share (EPS) - actual 64 k 49 k 4� k �7 k

Earnings per share (EPS) - basic 64 k 49 k 7� k 6� k

Earnings per share (EPS) - adjusted 64 k 49 k 4� k �7 k

Earnings per share (EPS) - diluted 64 k 49 k 4� k �7 k

Dividend per share (DPS) - actual – – �5 k �5 k

Average number of employees �,659 �,�4� �,�0� �,07�

Annual financial statements

Page 69: Stanbic ibtc annual report 2008

��6 ��7

Other informationOther

information

• Management team

• Branch network

��7

Page 70: Stanbic ibtc annual report 2008

��8 ��9

Management team Other information

Nimi AkinkugbePrivate client services

Ayo AdioOperations distribution

Abas AlhassanInternal audit

Abimbola AshiruCorporate affairs

Yinka Ayo - OsibogunCredit governance

Leye BabatundeInformation technology

Chukuka ChukumaProject & structured finance

Lateef DabiriOperations support

Steve ElusopeFinance

Eric FajemisinIBTC Pensions - business development

Yemi FaseunHuman resources

Bashir GidadoIT strategy & planning

Yemi KaleResearch

Izehi KuyeMarketing

Gbola LalaInformation technology

Nene LawaniManagement information credit

Louis LehmaIT & IT Integration

Sola MahoneyFinancial institutions

Page 71: Stanbic ibtc annual report 2008

�40 �4�

Management team Other information

Babayo SaiduDistribution relationship banking

Olumide OyetanStanbic IBTC Asset Management Limited

Anne RinuPremises management

Andrew MashandaTransactional products and services

Binta Max - GbinijeBusiness banking

Mike McMullenProject management

Patrick MgbenweluProject Finance

Olawande MuoyoTransactional products and services

Tunde ObidareIBC & GMO back office

Biyi OlagbamiCIB credit

Lloyd OnaghinonPrivate equity

Benjamin OshoPBB credit

Akeem OyewaleStanbic IBTC Equities Limited

Yewande SadikuCorporate finance

Segun SanniInvestor services

Alubani SibandaCorporate banking

Warren SmithVehicle & asset finance

Jon SmitPBB distribution

Kunle SonolaCIB Coverage and distribution

Dele SotuboStanbic IBTC Equities Limited

Joyce UrediPrivate banking

Delein Van SchalkwykOperations

Jaco ViljoenPBB products

Page 72: Stanbic ibtc annual report 2008

�4� �4�

ABIA STATE

�. Aba Main Branch

7 Aba-Owerri Road

PMB 7477, Aba

Tel: 08�-��7�44, ��6�69

Fax: 08�-���6��

�. Aba Market Branch

7 Duru Road

Off Cemetary Road, Aba

Tel: 08�- ��7868, ��5���

Fax: 08�-��0�69

ADAMAWA STATE

�. Yola Branch

� Muhammed Mustapha Way

Jimeta, Yola

Tel: 075-6�7008

Fax: 085-6�7564

AKWA IBOM STATE

4. Uyo Branch

65B Nwaniba Road, Uyo

Tel: 085-�04��9, �04006

Fax: 085-�04�78

ANAMBRA STATE

5. Onitsha Branch

�� Bright Street, Onitsha

Tel: 046-4�0���

Fax: 046-�708887

BAUCHI STATE

6. Bauchi Branch

�6 Yandoka Road, Bauchi

Tel: 077-546475

Fax: 077-546454

BORNO STATE

7. Maiduguri Branch

�8 Baga Road, Maiduguri

Tel: 076-��0560, ��6�05

Fax: 076-��056�

BENUE STATE

8. Makurdi Branch

�� Ali Akilu Road, Makurdi

Tel: 044-5�47��, 5�4709

Fax: 044-5�4707

CROSS RIVER STATE

9. Calabar Branch

7� Ndidem Usang Iso

Road,Calabar

Tel: 087-��9�7�

Fax: 087-��9��4

DELTA STATE

�0. Warri Branch

98 Effurun-Warri Road

Tel: 05�-�5448�, �5690�

Fax: 05�-�5690�

EDO STATE

��. Benin City Branch

7� Akpakpava Street, Benin

Tel: 05�-46707�, 467�7�

Fax: 05�-�5565�

ENUGU STATE

��. Enugu Branch

�5� Ogui Road

Ebeano Housing Estate, Enugu

Tel: 04�-�54806

Fax: 04�-�54�8�

FEDERAL CAPITAL

TERRITORY (ABUJA)

��. Garki Branch (Area �)

Plot 4�7 No. 8 Langtang Close

Off Tafawa Balewa Way

Tel: 09-��40667

Fax: 09-��4�0��

�4. Garki Branch (Area 7)

Plot 59� Ringim Close, Garki

P.M.B ��7, Abuja

Tel: 09-��46���, ��46��4

Fax: 09-��44456

�5. Maitama Branch

Plot �777 Cadastral Zone A6

Maitama District, Abuja

P.M.B. ��7, Abuja

Tel: 09-4��4487, 4��7406

Fax: 09-4��4485

�6. 75 Ralph Sodeinde Street,

Central Business District,

Abuja, FCT.

Tel: 09-46��75�, 09-46��75�

IMO STATE

�7. Owerri Branch

8 Wethedral Road, Owerri

Tel: 08�-����70

Fax: 08�-��4�4�

KADUNA STATE

�8. Kaduna Branch

�4 Ahmadu Bello Way

P.O.Box �0���, Kaduna

Tel: 06�-�4766�, �47658

Fax: 06�-�4766�

�9. Zaria Branch

9 Kaduna Road, Zaria

Tel: 069-����0�, ����0�

Fax: 069-��5�00

KANO STATE

�0. Kano Branch

��E Bello Road

P.O.Box �507, Kano

Tel: 064-6�9896, 6�9897

Fax: 064-6�4�06

��. �, Bank Road, Kano

Tel: 064 – 646984 – 9

Fax: �08��0

KASTINA STATE

��. Kastina Branch

�9� IBB Way, Kastina

Tel: 065-4��884, 4�0�55

Fax: 065-4���87

KWARA STATE

��. Ilorin Branch

�� Unity Road, Ilorin

Tel: 0��-74���8

Fax: 0��-��9564

LAGOS STATE

�4. Head Office Branch

I.B.T.C. Place

Walter Carrington Crescent

P.O. Box 7�707,

Victoria Island-Lagos

Tel: 0�-�6�65�0, �7��400

Fax: 0�-�6�654�, �6�654�

�5. Plot ���� Karimu Kotun Street,

Victoria Island, Lagos.

Tel: 0�-4488890

�6. 4� Opebi Road, Ikeja, Lagos.

Tel: 0�-448�0�4,0�-448�0�5

�7. Idejo Branch

Plot �7�� Idejo Street

Victoria Island, Lagos

Tel: 0�-�6�0�8�, �70�484

Fax: 0�-�70�480

�8. Adetokunbo Ademola Branch

76 Adetokunbo Ademola Street

Victoria Island, Lagos

Tel: 0�-�70��74, �70�096

Fax: 0�-�70�098

�9. Afribank Branch

Churchgate Building

PC �0 Afribank Street,

Victoria Island

Tel: 0�-�70�48�, �6�860�

Fax: 0�-�6�9455

�0. Muri Okunola Branch

Plot ��6A Muri Okunola Street

Victoria Island Annex

Tel: 0�-�70�4�5, �70�4�7

Fax: 0�-�70�597

Branch network

��. Awolowo Road Branch

85 Awolowo Road, Ikoyi

Tel: 0�-�70748�, �70748�

Fax: 0�-�707480

��. Martins Street Branch

�9 Martins Street, Lagos Island

Tel: 0�-�640���, �640��6

Fax: 0�-�640���

��. Nnamdi Azikiwe Street Branch

�06 Nnamdi Azikiwe Street

Lagos Island

Tel: 0�-8�5�647, �640�80

Fax: 0�-�640�8�

�4. Offin Road Branch

�5 Offin Road, Apongbon

Tel: 0�-�7��780, �7��78�

Fax: 0�-�7��78�

�5. Idumagbo Branch

6� Idumagbo Avenue

Tel: 0�-�640449, �646780

Fax: 0�-�640049

�6. Yinka Folawiyo Plaza Branch

�8 Warhouse Road, Apapa

Tel: 0�-�707784, �70778�

Fax: 0�-�707780

�7. Warehouse Road Branch, Apapa

�0/�� Warehouse Road, Apapa

Tel: 0�-�7�6���, 5458748

Fax: 0�-545�909

�8. Allen Avenue Branch

80 Allen Avenue, Ikeja

Tel: 0�-�707667, �707668

Fax: 0�-�707706

�9. Toyin Street Branch

�6A Toyin Street, Ikeja

Tel: 0�-�7�5458, �7�5459

Fax: 0�-4974�54

40. Oba Akran Avenue Branch

�0 Oba Akran Avenue, Ikeja

Tel: 0�-�70794�, �70794�

Fax: 0�-�7009�5

4�. Alausa Branch

Elephant House, Alausa - Ikeja

Tel: 0� �7087��, �7087�4

Fax: 0� �7087�5

4�. M/M Airport Road Branch

Muritala Mohammed Airport

Tel: 0�-�7��44�

Fax: 0�-�7��440

4�. Surulere Branch

�9 Adeniran Ogunsanya Street

Tel: 0�-�70����, �70���4

Fax: 0�-�70����

44. Alaba Branch

H48/H49

Alaba Int’l Market, Ojo

Tel: 0�-�8�4�0�

Fax: 0�-�8�4�0�

45. Trade Fair Branch

Obasanjo Hall/Hall �

ASPAMDA Plaza

International Trade Fair

Complex

Tel: 0�-77�996�, �4�6704

46. Balogun Business

Association Branch

Plaza �A Portion C

Opposite Sokoto Plaza

Trade Fair Complex

Tel: 0�-�4554�0, �4554��

47. NPA Branch

Account Block

Nigerian Port Authority

Wharf Road, Apapa

Tel: 0�-�708886, �708887

Fax:0�-�708885

48. Tincan Island Branch

Suite 7 & �7 Container

Complex Apapa

Tel: 0�-7747�94, 87���95

49. Block I �94, Road 5, Ikota

Shopping Mall, Ajah. Lagos.

50. ��0 Herbert Macaulay Road,

Yaba. Lagos

NIGER STATE

5�. Minna Branch

Paiko Road, Minna

Tel: 066-���5�8

Fax: 066-������

OGUN STATE

5�. Abeokuta Branch

�A Lantoro Road, Isale-Ake

Abeokuta

Tel: 0�9-�4475�

Fax: 0�9-�4�7�6

ONDO STATE

5�. Akure Branch

Great Nigeria Insurance House

Owo/Ado Ekiti Road, Akure

Tel: 0�4-��4�50, �4�5�5

Fax: 0�4-�4��5�

OSUN STATE

54. Ile-Ife Branch

5 Obalufon-Lagere Road

Beside Catholic Church

Lagere Junction, Ile-Ife

Tel: 0�6-����0�

Fax: 0�6-���560

OYO STATE

55. Gbagi Branch

�5 Jimoh Odutola Street

Ogunpa/Dugbe, Ibadan

Tel: 0�-�4���7�, �4��458

Fax: 0�-�4��9�0

56. Iwo Branch

Baloon House, Iwo Road

Ibadan

Tel: 0�-8�08�9�

Fax: 0�-8�08�9�

57. Ibadan Main Branch

UCH- Secretariat Road

By Total Garden, Ibadan

Tel: 0�-�4��90�, �4��9�0

Fax: 0�-�4���7�

PLATEAU STATE

58. Jos Branch

�4 Ahmadu Bello Way, Jos

Tel: 07�-458568, 458570

Fax: 07�- 458569

RIVERS STATE

59. ���A, Olu Obasanjo Road,

GRA

Port Harcourt

Tel: 084 – ������,

46�046, ��54��

Fax: 46�04750.

60. P/H Airport Branch

International Airport,

Port Harcourt

Tel: 084-���9�7, 785874

6�. Olu Obasanjo Branch

58 Olu Obasanjo Road

Port Harcourt

Tel: 084-��0�47

Fax: 080-��05�5

6�. Trans Amadi Branch

7 Trans Amadi Road

P.M.B ��5��, Port Harcourt

Tel: 084-��754�, ��754�

Fax: 084-�����6

SOKOTO STATE

6�. Sokoto Branch

8 Maiduguri Road

P.M.B. ��75, Sokoto

Tel: 060-��96�9

Fax: 060-��96�8

Other information

Page 73: Stanbic ibtc annual report 2008

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