PICIC Commercial Bank Ltd. Inside Board of Directors 4 Management 5 Seven years of Bank’s financial growth 6 Message from the Chairman 8 Chief Executive’s Review 10 Directors’ Report 12 Statement of Value Added 17 Notice of Annual General Meeting 18 Statement of Compliance with the Code of Corporate Governance 20 Review Report to the Members on Statement of Compliance with Best Practices of the Code of Corporate Governance 22 Statement of Internal Controls 23 Branch Network 24 PICIC Commercial Bank’s Financial Statements for year ended Dec. 31, 2006 30 Consolidated Financial Statements for year ended Dec. 31, 2006 90 PICIC Commercial Bank Ltd. Vision To be recognized and accepted as Pakistan's leading commercial bank PICIC Commercial Bank Ltd. Mission PICIC Commercial Bank’s mission is: n To have a diversified and satisfied customer base. n To serve the market through innovative banking solutions. n To offer high rate of return to shareholders. n To foster Pakistan's economic prosperity. n To create a good work environment for employees and foster team work and career development. n To operate ethically and maintain transparency in operations. PICIC Commercial Bank Ltd. Board of Directors Chairman Mr. Muhammad Ali Khoja Directors Mr. Waseem Haqqie Mr. Hasnain Nazim Mr. Manzoor Ahmed Mr. Ghulam Haider Choudhry Mr. Ahmed Salahuddin Mr. Rahat Saeed Khan President & Chief Executive Officer Mr. Zafar H. Naqvi Company Secretary Mr. Rahat Saeed Khan Chief Financial Officer Mr. Akbar A. Ladak Board Audit Committee Mr. Hasnain Nazim Chairman Mr. Muhammad Ali Khoja Member Mr. Manzoor Ahmed Member Registered Office 2nd & 3rd Floors, Spencer Building I.I. Chundrigar Road, Karachi. Tel: (021) 111-566-566 Share Registrar THK Associates (Pvt.) Limited Ground Floor, State Life Building No. 3 Dr. Ziauddin Ahmed Road, Karachi. Tel: (021) 111-000-322 Auditors M/s. KPMG Taseer Hadi & Co. Chartered Accountants Legal Advisor M/s. Mandviwalla & Zafar Advocates 4 PICIC Commercial Bank Ltd. Management Head Office Mr. Zafar H. Naqvi President & Chief Executive Officer Mr. Rahat Saeed Khan SEVP - Head of HR & Administration / Company Secretary Mr. Tauseef Ahmed SEVP - Head of Information Technology Mr. Mamoon H. Farooqi SEVP - Credit Administration & Control Mr. Akbar A. Ladak EVP - Head of Finance & Planning Mr. Hadi Ali Khan EVP - Head of Financial Institutions Mr. Tariq Ahsan EVP - Head of Treasury Mr. Manzoor Elahi EVP - Head of Compliance Mr. Aziz A. Lakhani EVP - Head of Risk Management Mr. Sadaqat Khan SVP - Head of Special Assets Management / Consumer Banking Mr. Naveed Elahi Malik SVP - Head of Audit & Inspection Mr. Ghazanfar Ali Khan SVP - Systems & Operations Mr. Ather Ali Khan SVP - Corporate Affairs / Shares Regions Mr. Akhtar Ali Khan EVP / Officiating RGM, Southern Region, Karachi. Mr. Khalid Rashid EVP / Officiating RGM, Central Region, Lahore. Mr. Rahmat Ali EVP / Zonal Head, Lahore South. Mr. Syed Imtiaz Bokhari EVP / Zonal Head, Lahore North. Mr. Zahid Hussain Qureshi EVP / Zonal Head, Gujranwala. Mr. Faqir Ejaz Asghar SEVP / RGM, Northern Region, Islamabad. Mr. Shah-e-Room Khan EVP / Zonal Head, NWFP, Peshawar. Mr. S. Tauqir Haider Rizvi EVP / Zonal Head, Rawalpindi. 5 PICIC Commercial Bank Ltd. Seven years of Bank's financial growth PROFITABILITY 2000 2001 2002 2003 2004 2005 2006 Funded Income - Net of Provisions 894,025 1,063,062 1,626,291 1,749,466 2,342,002 4,162,104 5,319,095 Non-Funded Income 55,267 70,739 104,730 136,656 136,013 289,155 335,061 INVESTMENTS Advances - Net of Provisions Capital Gain and Dividend Income 11,017 7,933 177,373 685,809 361,404 564,166 379,694 25,000,000 40,000,000 FX Income and Other Income 104,296 138,592 154,748 145,073 178,242 105,276 142,710 Total Income 1,064,605 1,280,326 2,063,142 2,717,004 3,017,661 5,120,701 6,176,560 35,000,000 20,000,000 30,000,000 Borrowing Expenditure 683,802 749,971 1,227,652 1,327,542 1,067,647 2,061,889 3,530,329 Operating Expenses 264,057 234,518 326,423 564,391 823,629 1,153,192 1,367,016 15,000,000 25,000,000 Total Expenses 947,859 984,489 1,554,075 1,891,933 1,891,276 3,215,081 4,897,345 20,000,000 Profit before Tax 116,746 295,837 509,067 825,071 1,126,385 1,905,620 1,279,215 10,000,000 15,000,000 Taxation 59,595 184,277 189,819 203,659 230,063 401,581 310,374 10,000,000 Profit after Tax 57,151 111,560 319,248 621,412 896,322 1,504,039 968,841 5,000,000 5,000,000 SHAREHOLDER'S FUNDS AND LIABILITIES 9,568,987 13,464,294 27,982,188 40,133,853 52,007,610 65,128,634 70,289,867 0 0 2000 2001 2002 2003 2004 2005 2006 2000 2001 2002 2003 2004 2005 2006 Share Capital 500,000 500,000 825,000 1,072,500 1,823,250 2,734,875 2,734,875 Retained Earnings 192,432 303,992 498,240 711,277 1,659,619 1,451,069 1,736,191 Shareholder's Equity 692,432 803,992 1,323,240 1,783,777 3,482,869 4,185,944 4,471,066 Surplus on Revaluation of Securities (26,284) 145,100 978,713 435,493 46,522 (127,894) (395,476) Deposits 5,370,580 9,618,599 21,154,925 32,499,771 44,091,795 53,468,021 59,467,497 Refinance borrowings 1,897,750 1,498,323 2,286,006 2,076,110 2,666,568 3,079,545 3,474,714 Deposits Shareholder’s Equity Bills payable and Repo Borrowings 1,455,120 1,206,994 1,118,065 2,851,981 1,217,095 3,267,858 2,298,771 70,000,000 5,000,000 Other Liabilities 179,389 191,286 1,121,239 486,721 502,761 1,255,160 973,295 4,500,000 60,000,000 TOTAL ASSETS 9,568,987 13,464,294 27,982,188 40,133,853 52,007,610 65,128,634 70,289,867 4,000,000 50,000,000 3,500,000 Advances - Net of Provisions 4,745,830 6,329,594 10,876,336 14,316,832 25,828,364 33,162,262 34,883,751 Investments and lendings 3,087,674 3,972,273 14,130,459 21,843,204 19,947,827 22,363,966 24,946,751 40,000,000 3,000,000 Cash and Short Term Funding 1,099,110 2,438,951 2,092,808 2,822,772 4,286,575 6,735,051 7,754,488 2,500,000 Operating Fixed Assets 74,108 114,010 254,228 350,795 781,581 947,558 933,282 30,000,000 2,000,000 Other Assets 562,265 609,466 628,357 800,250 1,163,263 1,919,797 1,771,595 20,000,000 1,500,000 NON FUND BUSINESS 1,000,000 10,000,000 500,000 Imports 6,284,545 7,918,009 14,002,565 17,415,359 23,918,764 27,631,946 30,957,254 Exports 7,276,117 12,046,487 16,841,473 20,698,506 22,456,323 29,356,619 25,787,483 0 0 2000 2001 2002 2003 2004 2005 2006 2000 2001 2002 2003 2004 2005 2006 Total Foreign Business 13,560,662 19,964,496 30,844,038 38,113,865 46,375,087 56,988,565 56,744,737 FINANCIAL RATIO INFORMATION Total Advances to Deposits (%) 88.37 65.81 51.41 44.05 58.58 62.02 58.66 Total Classified Advances to Total Advances (%) 18.67 7.64 4.28 2.93 1.86 1.77 5.03 Operating Expense Cover Ratio (Times) 0.80 1.34 1.22 0.75 1.55 1.82 1.38 Return on Average Equity (%) 8.61 14.91 30.02 40.00 34.04 39.22 22.38 Total Assets Total Foreign Business Return on Average Assets (%) 0.60 0.97 1.54 1.82 1.95 2.57 1.43 Break Value (Rs.) 13.85 16.08 16.04 16.63 19.10 15.31 16.35 80,000,000 60,000,000 Intermediation Cost (%) 4.92 2.44 1.54 1.74 1.87 2.16 2.30 Capital Adequacy Ratio (Stand Alone) (%) 11.81 11.42 9.89 12.07 10.87 9.42 9.89 70,000,000 50,000,000 60,000,000 SHARE INFORMATION 40,000,000 50,000,000 Earning Per Share 0.27 0.53 1.44 2.69 3.55 5.50 3.54 Distribution 40,000,000 30,000,000 - Cash Dividend (%) - - - 15 15 60 - 30,000,000 - Bonus Shares (%) - 25 30 30 25 20 - 20,000,000 Net Assets Per Share (Rs.) 13.32 18.98 27.90 20.69 19.36 14.84 14.90 20,000,000 Market Value per Share (Rs.) 8.30 7.30 18.70 33.35 43.35 36.10 33.65 10,000,000 10,000,000 OTHER INFORMATION 0 0 2000 2001 2002 2003 2004 2005 2006 2000 2001 2002 2003 2004 2005 2006 No. of Employees 273 309 510 698 939 1,164 1,262 No. of Branches 15 20 42 68 100 122 136 Credit Rating BBB+ / A -2 A- / A -2 A- / A -1 A / A 1 A+ / A 1 A+ / A 1 A+ / A 1 6 PICIC Commercial Bank Ltd. (Amount in Rupees ‘000) PROFITABILITY 2000 2001 2002 2003 2004 2005 2006 Funded Income - Net of Provisions 894,025 1,063,062 1,626,291 1,749,466 2,342,002 4,162,104 5,319,095 Non-Funded Income 55,267 70,739 104,730 136,656 136,013 289,155 335,061 Capital Gain and Dividend Income 11,017 7,933 177,373 685,809 361,404 564,166 379,694 FX Income and Other Income 104,296 138,592 154,748 145,073 178,242 105,276 142,710 Total Income 1,064,605 1,280,326 2,063,142 2,717,004 3,017,661 5,120,701 6,176,560 Borrowing Expenditure 683,802 749,971 1,227,652 1,327,542 1,067,647 2,061,889 3,530,329 Operating Expenses 264,057 234,518 326,423 564,391 823,629 1,153,192 1,367,016 Total Expenses 947,859 984,489 1,554,075 1,891,933 1,891,276 3,215,081 4,897,345 Profit before Tax 116,746 295,837 509,067 825,071 1,126,385 1,905,620 1,279,215 Taxation 59,595 184,277 189,819 203,659 230,063 401,581 310,374 Profit after Tax 57,151 111,560 319,248 621,412 896,322 1,504,039 968,841 SHAREHOLDER'S FUNDS AND LIABILITIES 9,568,987 13,464,294 27,982,188 40,133,853 52,007,610 65,128,634 70,289,867 Share Capital 500,000 500,000 825,000 1,072,500 1,823,250 2,734,875 2,734,875 Retained Earnings 192,432 303,992 498,240 711,277 1,659,619 1,451,069 1,736,191 Shareholder's Equity 692,432 803,992 1,323,240 1,783,777 3,482,869 4,185,944 4,471,066 Surplus on Revaluation of Securities (26,284) 145,100 978,713 435,493 46,522 (127,894) (395,476) Deposits 5,370,580 9,618,599 21,154,925 32,499,771 44,091,795 53,468,021 59,467,497 Refinance borrowings 1,897,750 1,498,323 2,286,006 2,076,110 2,666,568 3,079,545 3,474,714 Bills payable and Repo Borrowings 1,455,120 1,206,994 1,118,065 2,851,981 1,217,095 3,267,858 2,298,771 Other Liabilities 179,389 191,286 1,121,239 486,721 502,761 1,255,160 973,295 TOTAL ASSETS 9,568,987 13,464,294 27,982,188 40,133,853 52,007,610 65,128,634 70,289,867 Advances - Net of Provisions 4,745,830 6,329,594 10,876,336 14,316,832 25,828,364 33,162,262 34,883,751 Investments and lendings 3,087,674 3,972,273 14,130,459 21,843,204 19,947,827 22,363,966 24,946,751 Cash and Short Term Funding 1,099,110 2,438,951 2,092,808 2,822,772 4,286,575 6,735,051 7,754,488 Operating Fixed Assets 74,108 114,010 254,228 350,795 781,581 947,558 933,282 Other Assets 562,265 609,466 628,357 800,250 1,163,263 1,919,797 1,771,595 NON FUND BUSINESS Imports 6,284,545 7,918,009 14,002,565 17,415,359 23,918,764 27,631,946 30,957,254 Exports 7,276,117 12,046,487 16,841,473 20,698,506 22,456,323 29,356,619 25,787,483 Total Foreign Business 13,560,662 19,964,496 30,844,038 38,113,865 46,375,087 56,988,565 56,744,737 FINANCIAL RATIO INFORMATION Total Advances to Deposits (%) 88.37 65.81 51.41 44.05 58.58 62.02 58.66 Total Classified Advances to Total Advances (%) 18.67 7.64 4.28 2.93 1.86 1.77 5.03 Operating Expense Cover Ratio (Times) 0.80 1.34 1.22 0.75 1.55 1.82 1.38 Return on Average Equity (%) 8.61 14.91 30.02 40.00 34.04 39.22 22.38 Return on Average Assets (%) 0.60 0.97 1.54 1.82 1.95 2.57 1.43 Break Value (Rs.) 13.85 16.08 16.04 16.63 19.10 15.31 16.35 Intermediation Cost (%) 4.92 2.44 1.54 1.74 1.87 2.16 2.30 Capital Adequacy Ratio (Stand Alone) (%) 11.81 11.42 9.89 12.07 10.87 9.42 9.89 SHARE INFORMATION Earning Per Share 0.27 0.53 1.44 2.69 3.55 5.50 3.54 Distribution - Cash Dividend (%) - - - 15 15 60 - - Bonus Shares (%) - 25 30 30 25 20 - Net Assets Per Share (Rs.) 13.32 18.98 27.90 20.69 19.36 14.84 14.90 Market Value per Share (Rs.) 8.30 7.30 18.70 33.35 43.35 36.10 33.65 OTHER INFORMATION No. of Employees 273 309 510 698 939 1,164 1,262 No. of Branches 15 20 42 68 100 122 136 Credit Rating BBB+ / A -2 A- / A -2 A- / A -1 A / A 1 A+ / A 1 A+ / A 1 A+ / A 1 7 PICIC Commercial Bank Ltd. Message from the Chairman Dear Shareholders, I am extremely pleased to present the 2006 annual report of PICIC Commercial Bank Limited that continued its successful streak with more achievements. By the grace of Allah the Almighty, your Bank achieved new milestones during the year. A number of critical financial indicators depicted impressive performance. Deposits grew by more than 11% while Investments rose by 14.6% over 2005. Overall asset mix was sustained at thesame level with similar level of earning assetsratio. The equity of the Bank also showedimprovement despite increasing interest ratescenario that led to thinning of spread. Your Bank was successfully able to cope with the increasing interest rate scenario. The challengewas met by passing on reasonable increase tothe borrowers while at the same time give adequate returns to the depositors. Although this led to a decrease in percentage Net Interest Margin (spread), still the Bank maintained its reputation as economical service provider. The other satisfying aspect of our operations was thecontinuous increase in total income. This showedan improvement of about 21%; up from Rs. 5,120million to Rs. 6,176 million. This is not only reflective of the expanded branchnetwork throughout the country but also shows our increased focus on the Bank’s core business. It is expected that added focus on core operationsand the wide branch network will further boostgrowth in the years to come. The branch network was expanded to 136including 7 collection booths by the end of the year and the Bank has applied to SBP for opening of 20 more branches during 2007. Of these, 60 branches have the facility of ATMs available to our customers while another 20 ATMs will be installed during 2007. On-line banking has also been introduced in almost all the branches throughout the country for the benefit of our customers. This extended reach is of great importance in view of ourplans for expanding the consumer finance side of our business. The shareholders’ equity stood at over Rs. 4.5 billion at the end of 2006 as compared to Rs 4.2 billion at the end of the previous year. With the regular ploughing back of profits, your Bank is now in a better position to initiate and sustain complex and large transactions. The Bank was also successful in increasing its Capital Adequacy Ratio (CAR) from 9.42% in 2005 to 9.89% in 2006 thereby improving the cushion to safeguard against various risk exposures. 8 PICIC Commercial Bank Ltd. Your Bank has shown progress over the last few years, and has consistently been amongst good performers in its peer group. On the Human Resource side, the number of employees went up from 273 in the year 2000 to 1,270 at the end of 2006. I hope that the process of acquisition of PICIC by NIB Bank, which was initiated at the end of last year, will soon be concluded. Your Board is convinced of the synergies this will bring and the vibrant and powerful organization that will emerge. During the year a number of directors left the Board to be replaced by new directors. I would like to thank theoutgoing directors for their valuable contributions to the working of the Bank during their tenure and wish themsuccess in their future endeavors. I also welcome aboard new directors and expect that their presence will further strengthen the Board. All the members of the Board have made excellent contributions and given generously their time throughout their tenure. I would like to thank them for their involvement. I would also like to appreciate the services rendered by our Ex President/CEO Mr. Muhammad Bilal Sheikh. The Bank reflected tremendous growth during his tenure and achieved new milestones. I, on behalf of the Board,acknowledge his excellent services that led to the current status of the Bank. My heartiest welcome to the new President/CEO, Mr. Zafar H. Naqvi who is ably performing his duties since appointment. Mr. Naqvi is a seasoned banker with decades of experience in banking. My Board joins me in wishing him all the best for his future endeavorsand assure him of our continued support. I would like to express my appreciation on behalf of the Board for the hard work, dedication and team workdemonstrated by all employees of the Bank and especially the Management team so ably led by Mr. Zafar H. Naqvi. I would also like to thank the regulatory authorities for providing useful guidance. I am also thankful to our valued customers for banking relationship with us. It is only because of their trust reposed in us that we continue to achieve milestones. We will try to consistently anticipate and surpass their expectations of our services and offer them need based products. Muhammad Ali Khoja Chairman 9 PICIC Commercial Bank Ltd. Chief Executive’s Review I feel privileged in presenting the performanceof the Bank for the year ended 31stDecember2006. This is due to the healthy growth attainedby the Bank in a number of areas of its operations.Astute governance, backed up by shareholderstrust, supported by customer confidence andteam effort of the employees led the bank to thepresent stage of success. On the regulatory front State Bank of Pakistantightened its monetary policy to curb theinflationary tendencies and mopped up liquidityfrom the market besides gradually raising thebenchmark rates during auctions. The regulatorymeasure of increase in liquidity requirement alsoput some strain on the inter bank rates andovernight rates remained quite volatile during the year. The Central Bank continued with its policy of consolidating, strengthening and reforming the financial sector by way of mergers, acquisitions, effective supervision and regulation. The banking sector continued its growth in termsof profitability and capital base with key financialsoundness indicators showing improving trend.Despite growth the banking sector appeared tobe coping with the credit, liquidity and market risks. Return on Assets (ROA) increased while Return on Equity (ROE) declined due to enhancedcapital base. Expanding business volume, better asset mix and improved Net Interest Margin contributed towards better performance. CapitalAdequacy Ratio (CAR) of the banking sectorincreased despite increase in Risk weighted assetsand exposures. The banking system managed the credit riskwithin acceptable parameters despite expandingcredit portfolio and rising interest rates. Credit growth slowed down as compared to the preceding year. Credit to agricultural and SME sector maintained the rising trend, however, financing to commodity operations reduced significantly. On the resources side, the issue of lower return on deposits and higher banking spread assumed more significance with the SBP emphasizing on the banks to suitably remunerate the depositors. The regulatory measure of introducing separate cash reserve requirement (CRR) for demand and fixed deposits led to certain shift in depositstructure resulting in increase in share of fixed deposits. Future outlook of the banking sector remains bright subject to sustenance of asset quality. 10
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