CONTENTS 2 Corporate Information 32 Directors’ Report 3 Chairman’s Statement 35 Statement by Directors 4 CEO’s Statement 36 Statutory Declaration 9 Board of Directors 37 Shariah Committee‘s Report 10 Board of Directors - Profile 38 Independent Auditors’ Report 14 Statement of Corporate Governance 39 Statements of Financial Position 19 Risk Management 40 Statements of Comprehensive Income 20 Statement of Internal Audit and 41 Statements of Changes in Equity 42 Statements of Cash Flows 44 Notes to the Financial Statements Internal Control 21 Management Reports 22 Shariah Committee 24 Ratings Statement 25 Awards & Accolades 26 Corporate Citizenship at Citi 29 Valuing Our People CORPORATE INFORMATION Registered office 45th Floor Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur Date of incorporation 22 April 1994 Auditors KPMG C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t CHAIRMAN’S STATEMENT It is my pleasure to present the Bank's annual report for the financial year ending 31 December 2011. I would like to thank the members of the board and staff of Citibank for their commitment and support as we further strengthen our position as a leading financial institution in Malaysia. We can look back on 20 11 and be proud of a number of achievements. Our parent company Citigroup reported net income of $1 1 .1 billion for the full year 2011, an increase of 4% over 20 1 0. It was a solid full-year performance despite a very challenging fourth quarter due to depressed global market conditions. In Asia Pacific, our operational model has weathered tough times to deliver revenues of over $ 15 billion and net income of $4 billion for 2011. Our revenue was up by 5% over 20 1 0 and we remained the largest regional contributor to global revenue outside North America. In Malaysia, we operated under stable economic conditions as the fourth quarter of 2011 exceeded our expectations with 5. 2 % year-on-year GDP growth. Fiscal spending provided an effective buffer against the export slowdown and external supply disruptions. Government consumption growth accelerated to a 12-year high, private consumption remained buoyant and fixed investments growth continued to accelerate, driven by private sector and non-financial public enterprise capital spending. It is with great sadness that I report we lost one of our longest-serving directors of Citibank Berhad, Allahyarham YBhg Dato’ Haji Syed Sidi Idid who passed away in February 2012. Allahyarham joined Citibank Berhad in 2000 and was also the chairman of the Audit Committee and a member of the Risk Management and Nominating Committees. Apart from his outstanding work with Citibank Berhad, he also proudly worked in the civil service of Malaysia. On behalf of Citibank Berhad, we express our deepest sympathies and sincere condolences to YBhg Datin Noorashikin Abdullah and her family. In 20 1 2 , the Malaysian Government looks set to continue focusing on domestic demand and spending to maintain economic growth momentum and rebalance risk in response to an uncertain global economy. One significant development is Bank Negara Malaysia’s Guidelines on Responsible Financing. The Guidelines came into effect on 1 January to promote prudent, responsible and transparent retail financing practices, to ensure the credit market remains resilient, and to curb household debt. Measures include pegging loans to people's disposable net (instead of gross) income and limiting the tenure of car loans. These measures will likely cause the consumer loans sector slowdown to continue as Malaysians adjust their spending habits on big ticket items such as property and cars. 20 1 2 marks Citi's 200th anniversary. This milestone is our golden opportunity to further build trust and confidence in Citi's proud legacy and core principles that have stood us in good stead through two centuries. We will continue to drive excellence by being the bank that connects better - bringing people the best ideas and resources anywhere in an increasingly dynamic world. This means strengthening client relationships, reducing costs while remaining productive and efficient, and delivering the earnings that contribute to our capital strength. With our world-class team of employees and the right controls in place to protect our brand and reputation, I am confident we will deliver on our goals. Jonathan Christian Larsen Chairman 003 004 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t CEO’S STATEMENT Overview In 20 11, the Malaysian Government responded to the deteriorating external outlook by supporting domestic demand with fiscal policy, with a renewed focus on consumer spending. Bank Negara Malaysia (BNM) took prudent pre-emptive measures to tighten mortgage lending to curb speculative property purchases and risky lending by banks. It also signalled BNM’s concerns over the country’s high household debt. New credit card rules also came into effect for lower-income earners. The local banking sector demonstrated continued profitability, high levels of capitalisation and healthy growth in the loans sector. Overall, the industry remained relatively unscathed by the global financial crisis and widespread recession due to the strong fundamentals already in place. The Year in Review Citibank registered a positive performance in 2011. The Bank’s strong performance was contributed by high levels of capital, liquidity and operating cash flows. For the financial year ended 31 December 2011, the Bank registered a pre-tax profit of RM855 million, compared with RM834 million achieved the previous year. We focused our initiatives mainly on investing in infrastructure, growing talent and building our brand. Total net income was RM1.89 billion in 2011, a marginal increase from 2010. The Bank's return on equity before tax decreased to 22.4% for the financial period ended 31 December 20 1 1 compared with 24.2% in 2010. Our liquidity continues to be exceptionally strong, with cash and short-term funds and placements with financial institutions in excess of RM13.5 billion. The bank's risk weighted capital adequacy ratio stood at a comfortable 15.3% (before dividend), based on its audited capital base as at 31 December 20 1 1 . The Bank's net interest income was RM1.20 billion in 20 1 1 while non-interest income increased to RM659 million in 20 1 1 from RM573 million in 2010. Business Highlights in 20 11 Citibank achieved many business successes in 20 11 despite increased competition following the introduction of more liberalisation measures in the financial industry in 2010. We continued our relentless drive to implement major innovation and campaigns across our different product lines and financial services that cemented our position as one of the leading foreign banks in the country. Citi acted as the joint book runner for the multiple award winning Wakala Global Sukuk issued by Government of Malaysia. With a total issuance size of USD 2.0 billion in two separate tranches, the Wakala Global Sukuk is the largest sovereign Sukuk ever issued. Citibank went live on the Malaysian Electronic Payment System Sdn Bhd (MEPS) network for the first time in February. In addition to 1 .9 million Citibank and Visa ATMs in over 200 countries, customers now enjoy added convenience through access to over 1 1 ,000 ATMs nationwide through 20 MEPS member banks covering 2,000 locations nationwide. This completed the process started in 2005 when Citibank became the first foreign bank in Malaysia to gain complete access to the MEPS Interbank GIRO. We continued to strengthen the Citibank brand reputation for innovation in customer service with the launch of our first state-of-the-art Smart Banking branch, underlining our commitment to customers and its continued investments in Malaysia. The Citibank Smart Banking branch in Malaysia is also Citi’s largest smart banking branch in the region. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t C E O ’ S S TAT E M E N T For more than 50 years, we have retained our position as one of the leading foreign banks in Malaysia by engaging and listening to our customers and bringing unparalleled value to our Malaysian clients. As a franchise, we strategically leverage on our global reach, expertise and capabilities to adapt, innovate and provide best-in-class financial solutions and services. We retained our leadership positions in credit cards, FX Options, Government Bond Trading, Securities Clearing & Settlement, and Cash Management. We are also amongst the top three in the Wealth Management segment. Consumer Banking Credit Cards Citibank Credit Cards maintained its leadership position in cards usage by enhancing its value proposition in two ways: introducing new products in line with the impact of the economic realities on our customers, and improving existing products to help them get more out of their credit card. Based on customers’ expectations and needs, we increased our value proposition with the introduction of two timely and relevant market leading products: the Shell Citibank Gold Credit Card and the Giant-Citibank Credit Card. These products have been designed to meet our customers’ increasing price sensitivity and demand for value for money in their shopping habits. With petrol being a compulsory item in most household budgets, our new Shell Citibank Gold Credit Card helped customers save and stretch their monthly budgets by offering the highest fuel rebate in the market. Malaysian drivers using the card could accumulate up to 8% rebate in savings on Shell fuels and all purchases in Shell Select or Kedai. We targeted the impact of rising food prices with the launch of the Giant-Citibank Credit Card which set new industry benchmarks with the highest rebates for daily grocery purchases in the market. By consolidating their monthly spend on the Giant-Citibank Credit Card, customers earned up to 5% rebate on purchases made at Giant stores and up to 2% rebate on selected utilities and dining spending. Additional benefits include exclusive member prices, extra rebates during special occasions, festive seasons and new store openings; and discounts and privileges at over 40,000 local and global merchant partners’ outlets. 10 pairs of flight tickets with Premium Flatbeds to Korea. Another 10 members won Sen Heng vouchers worth a total of RM2,000 while another 10 card members were given 300,000 AirAsia-Citibank Rewards Points. We kept the benefits our customers expect as part of the Citibank lifestyle coming, starting with giving a pair of exclusive backstage passes each to 4 winners of the Citibank “Meet Maroon 5 Backstage” contest. In Johor Baru, 2 customers won a pair of tickets each to Seoul, Korea as part of the “Citibank Credit Card JB City Square Shopping Campaign Contest”. We partnered with MPH Group Malaysia to offer exclusive deals to our customers at the MPH 20 1 1 Carnival. We also collaborated with group-discount website, “I Love Discounts” on the three-month “Big Deals Thursday” campaign aimed at our customers and Facebook fans. Launched in conjunction with the year-end holidays and festivities, Citi’s “Year End Rewards” campaign marked the first time Citibank was concurrently present in 9 of the country’s biggest shopping malls in one campaign. Treats included premium gifts; instant redemption of gifts at Citibank booths with discounts of up to 55% at KLCC Suria and Queensbay Mall; and shopping, dining and entertainment offers at over 1 , 360 outlets nationwide. Customers with insufficient Rewards Points could charge the remaining balance to their credit cards to save on cash towards their holiday purchases. New customers who signed up during the campaign collected their card within an hour of application. They also enjoyed a RM150 cash back offer if they signed up for Citibank PremierMiles, Platinum, Cash Back Platinum or Shell Citibank Gold Credit Card. In recognition of our initiatives and performance in 2011, Citibank credit cards won 4 awards in the Visa Malaysia Bank Awards. Awards included excellence and innovation in launching new Visa products, effective marketing programmes and campaigns, highest purchase volume growth for both credit and debit products and best Visa programme innovation. Along with all the business improvements to its customer value proposition, the entire Cards industry had to adapt to significant changes as a result of new regulatory guidelines issued by the central bank. Majority of the changes have already been implemented, and the business is managing the policy changes while ensuring business growth momentum. Our ongoing leadership position can be attributed to our comprehensive range of payment product suite, innovative value propositions, compelling promotions and discounts, exemplary service, solid brand, strong and talented people as well as our global and regional presence. Citibank also continued our commitment to building lasting credit card partnerships with major Malaysian brands. We started the year by strengthening our long-running partnership with Sen Heng, Malaysia’s leading consumer electrical and electronics retail chain store, with the Sen Heng Double Awards promotion. Through this promotion, Citibank card customers earned 2 to 3 times the number of Rewards Points which helped them obtain other products without spending additional cash. Retail Banking In May, we celebrated the third anniversary of the AirAsia-Citibank credit card by presenting 10 winners with We increased our revenue and client base by double digits, which helped further strengthen our market share and In an increasingly competitive market, we have consistently stayed one step ahead of our competitors through our unparalleled expertise in and commitment to understanding customers’ needs and matching our products to their needs. 005 006 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r C E O ’ S S TAT E M E N T ranking in the Wealth Management industry. We remain the market leader for unit trust among the institutional unit trust agents in the country and we continue to take steps to enhance our Global Banking capabilities through services including Global View of Accounts (“GVA”) and Citi Global Transfer (“CGT”) in order to continue meeting our clients’ needs in this area. In July, Citigroup First Investment Management Ltd. and HwangDBS Investment Management Bhd. launched the HwangDBS China Select Fund. This first-of-its-kind feeder fund allowed qualified Malaysian investors who were risk tolerant, seek capital appreciation and have a long-term investment horizon, to benefit from the expertise of China’s leading asset management company and the growth opportunities of China companies listed locally and globally. The HwangDBS China Select Fund was exclusively distributed by Citibank Berhad during the initial offer period from 11 July to 31 July. Our first Smart Banking branch at Menara Citibank redefined the way we interact with our clients, aligned with our commitment to be at forefront of innovation leveraging new technologies to make banking simpler, more informative and readily accessible when and where customer need or want it. The Smart Banking branch is equipped with cutting edge facilities such as the Citi Interactive Media Wall that displays a diverse range of information; the Citi Work Bench that allows customers to conduct certain banking transactions independently; and Citi video conferencing facility that customers can use to obtain expert opinion from Citibank specialists. We also built a state-of-the-art Citigold centre with 17 private consultation rooms and dedicated tellers to exclusively service the wealth management needs of Citigold clients. Mortgage Bank Negara’s 20 10 introduction of measures to regulate the mortgage industry with new regulations such as Product Transparency guidelines and LTV controls to ensure the mortgage industry stayed relatively healthy, stable and fair. As the regulators become more conscious about household debt, we observe prudent lending guidelines slowly being introduced to the market. In 20 11, we continued our strategy to focus on cross-selling of Mortgages into our existing customer base, building relationship with prime developers, improving the value-added proposition of our mortgage products and sustaining a high performing direct sales force. In October, we celebrated the first anniversary of “LifeStyle”, a unique value proposition to our Citibank Home Loan customers that gives home owners opportunities to save, enjoy, meet, learn, access and manage funds between accounts effectively. We will continue leveraging on LifeStyle to build customer loyalty, satisfaction and line usage. Institutional Clients Group Global Transaction Services Treasury and Trade Solutions Citi’s corporate clients continued to benefit from the operational efficiency, control and security offered by our cash management platforms and solutions. Momentum remained strong and we leveraged our global network and ongoing investment in technology to build and deepen our wallet share across a broad segment of clients including local corporate, multinational corporations and financial institutions. Citi continued to play an important role in the drive to migrate to electronic payment channels, launching new services for SOCSO and Lembaga Hasil Dalam Negeri statutory payments. Citi experienced significant growth in trade financing volume by facilitating intra-Asia trade for our clients. Citi was able to offer our corporate clients innovative, end-to-end trade solutions which enabled our clients to expand their own sales network and better manage their working capital cycles. The bank once again won accolades for “Best Foreign Cash Management Bank in Malaysia” by Asiamoney and “Best Domestic Trade Finance Bank” by Euromoney in industry polls conducted by these publications respectively. Securities Services Citi’s Securities and Fund Services (SFS) experienced strong growth in both Asset Under Custody (AUC) and transaction volumes with improved market condition and various local mandates won. SFS continued its success in the public sector which saw 2 more significant deals implemented, elevating Citi’s standing as the preferred custodian in this category. During the year Citi participated actively in the development of a number of market initiatives, including the Central Matching Facility and Securities Borrowing and Lending Negotiated Transaction program. On the client service front, Citi was top-rated in the 2011 Global Custodian Emerging Markets survey. Citi was the only Malaysian custodian to achieve top scores in all the client segments (Leading Clients, Cross Border Clients and Domestic Clients) in the survey. Securities and Banking Global Markets The markets business continued to deliver strong revenues on the back of trade and capital flows in 2011. Market conditions were challenging with the frequent risk-off sentiment triggered by the unravelling of further contagion with the European nations. Local conditions fortunately were for the most part unfazed by the European debt episode and with BNM continued to hike with a 0.25% increase in the OPR rate. FX & bond trading revenues enjoyed the lift from significant foreign portfolio inflows into the Malaysian bond markets, but t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t C E O ’ S S TAT E M E N T our investment book was affected by further narrowing the interest-carry returns for MYR bonds. The bank continued its focus on providing innovative, leading-edge solutions to its clients, both for investments and hedging, resulting in continued healthy growth in derivatives and structured investments. Notable progress was made in 2011 on structured credit investments, namely credit linked notes which saw promising demand from our institutional investor clients. We continued to help customers in various services and industries manage commodity, FX and interest rate risks through the volatilities and event driven risk that was evident in much of 20 11. Our efforts also entailed affording unparalleled access to our clients to leverage our unique global footprint and harness the prowess of our network and various product platforms as clients considered investment opportunities around the globe across various product classes. Our preeminent position in government bonds and FX services was also reaffirmed by our clients in industry surveys. Islamic Banking Division In 2011, Citi acted as the joint book runner for the multiple award winning Wakala Global Sukuk issued by Government of Malaysia. With a total issuance size of USD 2.0 billion in two separate tranches, the Wakala Global Sukuk is the largest sovereign Sukuk ever issued. The offering was well subscribed by investors globally, providing the Government of Malaysia with a diversified and attractive source of funding. For Global Transaction Services, Citi successfully inducted its first client for its Shariah compliant Custody and Fund Administration Services. It also successfully completed the implementation of a multi country Shariah compliant cash management solution for a Malaysian financial institution, further complementing the Government’s effort to make Malaysia an international centre for Islamic Finance by providing critical support infrastructure to its participants. Significant Events & Accolades The bank achieved several ‘firsts’ and a list of accolades, which is mentioned later in this report on page 25. The Community We Work and Live In • Introduce 540 high school students from Kuala Lumpur and Penang to the basics of stock market and raise their financial management capabilities along side with investment knowledge through the Citi Stock Challenge. • Equip low-income families living in poor housing in Kuala Lumpur with practical financial knowledge as part of a home improvement initiative led by Habitat for Humanity. Our People Our work would not be possible without the strength of a diverse and skilled workforce. Citibank ensures that our people are equipped with the support systems needed to realise their professional growth, make meaningful contributions and develop pride in their work. Throughout the year, we made good progress on delivering “The Citibanker Differencer” for our employees. The Leadership Enhancement & Accelerated Development (L.E.A.D) programme provided accelerated career development opportunities for 169 top-of-class employees across the board whose performance ranks in the 95th percentile. We hired 14 Management Associates and 27 Graduate Executives as part of our ongoing goal to attract the very best talent. Both mandatory functional and technical training was conducted totalling more than 23,000 training hours for 1,328 employees achieved. Apart from formal professional development, the success of the VOE programmes held throughout the year led to improvements across the franchise from 77% to 79%. The distinct perspectives of our employees all bring added value to our clients and customers, and with Citibank’s strong tradition of employee volunteerism ensures that our collective passion and talents are put to use outside the workplace as well. Key Business Priorities for 20 12 Our key business priorities are as follows: • Ensure diligent risk management practices with continuous emphasis on asset quality. • Focus our investments on driving innovations and relevant value propositions for our customers. A large aspect of our corporate citizenship in Malaysia focuses on helping consumers build their own financial capability by pairing financial education with access to appropriate products and services so they can save, wisely manage their money and weather setbacks. • Drive operational efficiencies. We received an investment in excess of USD200,000 from Citi Foundation and worked with partners to: • Strengthen our leadership positions in credit cards, and the affluent segment. • Educate 24 million Malaysians through our Stretching Your Ringgit series of financial infomercials on ASTRO. In addition, we expanded this programme to include workshops on basic financial education for over 500 kindergarten children. • Build our brand strategy to present our company in a powerful, consistent way and enhance customer delivery, satisfaction and retention. • Leverage our competitive advantage in global and emerging markets by providing intraregional connectivity through treasury, transactions services and wealth management. • Continue to identify, build and develop talent. 007 008 C i t i b a n k B e r h a d C E O ’ S S TAT E M E N T Outlook for 20 1 2 Strong domestic demand, increased government spending and major projects will be the growth drivers for Malaysia’s economy this year. This is similar to the last three years where the economy had been driven by domestic demand. Malaysia has not been spared by global developments, especially those in Europe and the US, but with more than 50% of the country’s trade is with Asia, its export demand has been somewhat sustained. Household debt seems to be a more important factor driving rate decisions, as policymakers reiterate that macro-prudential measures will be ineffective if interest rates are not normalised. While headline inflation is expected to moderate in 2012, there is still upside risks to inflation emerging from supply disruptions as well as higher energy and commodity prices. Private consumption will be supported by stable employment conditions, income growth and public sector measures. Investment activity will be supported by the domestic-oriented industries, the commodity sector and the public sector. Citi is well-positioned to seize the opportunities rising from the market trends for our client’s benefit and for the overall Malaysian economy. We will continue to maximise the value we already have – such as our unmatched global presence – and by creating new value through investments in people, technology and services. Sanjeev Nanavati Chief Executive Officer l 2 0 1 1 A n n u a l R e p o r t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t BOARD OF DIRECTORS From left to right - Ms. Khairatul Ilyana Kamaruddin (Company Secretary), Ms. Tang Wan Chee (Company Secretary), Mr. Terence Kent Cuddyre, Tan Sri Dato’ Hj Omar B. Ibrahim, Mr. Sanjeev Nanavati, Mr. Jonathan Christian Larsen, Ms. Agnes Liew Yun Chong, Dato’ Siow Kim Lun and Ms. Ho Li Chin (Company Secretary) 009 010 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Board of Directors - Profile Mr. Jonathan Larsen is Citi’s Head of Consumer Banking for Asia Pacific. Citibank is Asia Pacific's pre-eminent retail bank and credit card issuer with over 32 million customer accounts and close to 700 branches in Asia Pacific in 14 countries. In 2011, Citibank reported revenues in its Asia Pacific Consumer Business of US$8 billion, accounting for close to 25% of Citi’s consumer banking revenues globally. Net income was US$1.9 billion, representing over 30% of Citibank’s Consumer Banking net income globally. Citibank is the leading financial services brand in Asia. It has industry leading positions in credit cards and personal wealth management across the region. Mr Larsen also has oversight of Citi's Local Commercial Banking business covering the small and medium enterprises across Asia Pacific with sales of up to US$500 million. Appointed to his current role in October 2009, Mr Larsen is a member of Citi's Asia Pacific Executive Committee and Citi’s Global Consumer Management Committee. Before joining Citi, Mr. Larsen was a Principal in the Financial Services Group of global management consultancy firm Booz, Allen & Hamilton (now Booz & Co). Mr Larsen spent eight years with Booz, Allen, advising major financial institutions across Asia, Europe and the United States and was a recipient of the firm’s Professional Excellence Award. Mr. Larsen began his career at the insurance and banking operations of the National Mutual Group in Australia and New Zealand (now part of AXA). Mr. Larsen is Chairman of Citibank Berhad in Malaysia and a Director of Citibank Singapore Limited. He has also served as a member of the Advisory Board of the National University of Singapore Business School. In 2011 Mr Larsen was named by The Asian Banker magazine as Retail Banker of the Year for Asia Pacific. Mr. Larsen holds a Bachelor of Arts with Honours (First Class) from the University of Melbourne where he was awarded the Enid Derham Prize for 1987. Mr. Larsen joined Citi in 1998 and has held various leadership roles across Asia Pacific. Prior to his current role, Mr Larsen was the Country Head and Citi Country Officer for Singapore and CEO of Citibank Singapore Limited, with oversight of the Institutional Clients Group, Consumer Banking and Global Wealth Management businesses. He assumed this role in September 2008, and concurrently held the position of Product Head for Consumer Banking in the ASEAN region. Under Mr Larsen’s leadership, Citi was named the Best Bank in Singapore by Euromoney in 2007 and 2009. During his tenure, Citi in Singapore also won the Best Bank Award from The Asset, the Best Foreign Commercial Bank Award from FinanceAsia and the Best Retail Bank Award from The Asian Banker. He was appointed in April 2005 as the Country Business Manager and CEO for Citibank Singapore Ltd. In this role, he was instrumental in transforming Citibank’s presence from five customer touch points to over 800 and repositioning Citibank as a mainstream retail bank in Singapore. From August 2007, he assumed the additional role of Head of Citi’s Global Consumer Business across South East Asia. Prior to these roles, he was Head of Retail Banking in Asia Pacific and Head of Business Development. In this latter role he led a number of M&A transactions to expand Citi's business in Korea (acquisition of Koram Bank in 2004), China (investment in and strategic alliance with the Shanghai Pudong Development Bank in 2002) and Japan (acquisition of Diners Club Japan, 2000). Mr. Jonathan Christian Larsen C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Board of Directors - Profile Mr. Sanjeev Nanavati was appointed the Bank’s Chief Executive Officer on 5 October 2007. He is responsible for Citi’s retail banking, credit cards, corporate banking, investment banking, global transaction services, equities, fixed income and treasury activities in Malaysia. Prior to this appointment, he was Citi Malaysia’s Country Head for its Institutional Clients Group since 2005. Before moving to Malaysia, he was Managing Director and Global Head of Citigroup Depository Receipt Services based in New York and Hong Kong, responsible for all aspects of the ADR/GDR product offering globally. Mr. Nanavati joined the Citigroup Depository Receipt Services Management team in July 2001 and strategically repositioned the business, creating a differentiated value proposition for clients. Prior to joining Citigroup, he was the Head of Corporate and Investment Banking for 6 years at one of the largest international banks in India and prior to that worked for 12 years with a major U.S. bank in M&A and Capital Markets, working in the United States and Hong Kong. Mr. Nanavati’s product experience extends across debt and equity capital markets; M&A and advisory; lending, cash management and trade; and more recently securities services. Mr. Nanavati holds an MBA Degree from Syracuse University in the United States. At present, he is the President for the American Malaysian Chamber of Commerce and also a Council member of the Association of Banks in Malaysia. Mr. Sanjeev Nanavati Tan Sri Dato' Hj Omar joined the Bank on 3 May 2000 as an Independent Non Executive Director. He serves as the Chairman of the Nominating Committee and the Audit Committee, and a member of the Risk Management Committee of the Bank. He is a Non-Executive Director of UEM Group Berhad and UEM Builders Berhad and also serves as a Non-Executive Director on the Board of KLCC (Holdings) Sdn Bhd, Cyberview Sdn Bhd, PNB Commercial Sdn Bhd and Selia Senggara Sdn Bhd. He has spent more than three decades serving the government as a civil engineer in the Public Works Department (PWD) of Malaysia and during this long tenure, he held many positions in the department, culminating in the position of PWD's Director-General from 1 9 96 to 1 9 9 9. Tan Sri Dato' Hj Omar has particular expertise in structural engineering and water supply engineering, his professional work experience has been varied though, including design assignments as well as project management to general management. He has been the President of The Board of Engineers Malaysia, The Malaysian Water Association and Malaysian Structural Steel Association at various times between 1988 and 1999. Tan Sri Dato' Hj Omar holds a Master of Science from the University of Southampton and a Bachelor of Engineering from the University of Malaya. He is a Fellow of the Institution of Engineers Malaysia and a professional engineer registered with the Board of Engineers Malaysia. Tan Sri Dato’ Hj Omar B. Ibrahim 011 012 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Board of Directors - Profile Dato’ Siow Kim Lun Dato’ Siow Kim Lun is currently a board member of Kumpulan Wang Persaraan, UMW Holdings Berhad, W Z Steel Berhad, Eita Resources Berhad, Hong Leong Assurance Berhad and MainStreet Advisers Sdn Bhd. He is also a member of the Land Public Transport Commission. From 1993 to 2006, Dato’ Siow was with the Securities Commission (SC), where he has served as the Director of its Issues and Investment Division and the Director of its Market Supervision Division. He has also served as a member of the Listing Committee of Bursa Malaysia Securities Berhad from May 2007 to May 2009. Prior to joining the SC, Dato’ Siow has worked in the investment banking and financial services industry in Malaysia for over 12 years. Dato’ Siow holds an MBA from the Catholic University of Leuven, Belgium and a Bachelor of Economics (Hons) from the National University of Malaysia. He has also attended the Advanced Management Program at Harvard Business School. Dato’ Siow has been a director of Citibank Berhad since April 2007. He is presently the Chairman of the Bank’s Risk Management Committee and a member of the Nominating Committee and Audit Committee. Ms. Agnes Liew Yun Chong Ms. Agnes Liew Yun Chong was appointed as the Bank’s Non Independent Non Executive Director on 1 November 2010. She is also a member of the Risk Management Committee and Nominating Committee of Citibank Berhad. Ms. Agnes Liew is responsible for the Corporate Bank in Asia Pacific (excluding Japan and India). The Asia Pacific Corporate Bank is the coverage organization that delivers the full spectrum of product solutions and Citi’s extensive global network that spans over 100 countries, to institutional clients in Asia, including large public and private corporations. Ms. Agnes Liew joined Citi as a Management Associate in 1982 and during her career with Citi, has held a number of diverse key management positions in Risk and Banking in Asia Pacific. Between 2000 and 2003, she was the Corporate Bank Head of Singapore. In 2003, she was appointed Country Risk Manager of the Corporate and Investment Bank, Citi Taiwan. She subsequently moved into the Regional Risk Management Office in Asia Pacific and assumed the role of Head of Risk, ASEAN, Corporate and Investment Bank in 2005. Between 2007 and 2010, Ms. Agnes Liew led Global Subsidiaries Group in Asia Pacific (excluding Japan) and was responsible for the relationship coverage of global multinational subsidiaries across 16 markets. Under her leadership, the Global Subsidiaries Group in Asia has grown to be a significant pillar of the Global Banking franchise. During that time, she was also the Global Banking Head of ASEAN (ex Singapore), responsible for the relationship coverage of large corporate clients, including financial institutions. Ms. Agnes Liew holds an LL.B (Hons) from the University of Singapore and is a member of the Supreme Court of Singapore. C i t i b a n k B b e r h a d l 2 0 1 1 A n n u a l R e p o r t Board of Directors - Profile Mr. Terence Cuddyre joined the Bank on 14 December 201 0 as a Non Independent Non Executive Director. He serves on the Audit Committee and Risk Management Committee of the Bank. He is currently Citigroup Country Officer for Brunei, a position which he assumed on 1 July 2009 and cluster head for Bangladesh, Sri Lanka and Brunei. Prior to that, he spent 4 years as the Head of Training for the Asia Pacific region (Citi Centre for Advanced Learning). He has also served as Citigroup Country Officer for Thailand (2002 – 2005) and was North Asia Regional Risk Officer (2000 – 2001 ). Mr. Cuddyre joined Citigroup in 2000 after 23 years with Bank of America. He held numerous international roles including Country Head of Ireland, Korea, Hong Kong and China. He also held several risk position in North America and Asia. He has also been active in the American Chamber of Commerce, serving on the boards in Hong Kong, Korea and China. In Thailand, he served as Chairman. Mr. Cuddyre holds a B.A. in Economics from University of California, Santa Barbara and a MBA from the Wharton Business School, University of Pennsylvania. Mr. Terence Kent Cuddyre 013 014 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r Statement of Corporate Governance Statement of Corporate Governance Roles and Responsibilities The Bank aspires to achieve the highest standards in ethical conduct by delivering our promise to clients, reporting our financial results accurately and transparently and maintaining full compliance with all laws, rules and regulations governing the Bank's business operations. The primary responsibility of the Board of Directors is to provide effective governance in terms of the Bank's affairs for the benefit of all shareholders and also to balance the interests of different constituencies such as customers, employees, suppliers and the local community. The Bank has also taken the necessary steps to ensure conformity with Bank Negara Malaysia's (BNM) Guidelines on Corporate Governance for Licensed Institutions (Revised BNM/GP1). Board Composition The Board comprises six members. The following is the board line-up: • Mr. Jonathan Christian Larsen Non-Independent Non-Executive Director/Chairman • Mr. Sanjeev Nanavati Non-Independent Executive Director/Chief Executive Officer • Tan Sri Dato' Hj Omar B. Ibrahim Independent Non-Executive Director • Dato' Siow Kim Lun Independent Non-Executive Director • Ms. Agnes Liew Yun Chong Non-Independent Non-Executive Director • Mr. Terence Kent Cuddyre Non-Independent Non-Executive Director The individual profiles of the above mentioned directors are set out on pages 10 to 13 of this report. The composition of the Bank's Board of Directors is in compliance with the Revised BNM/GP1, which requires at least one-third of the board members to be independent directors. The presence of three non-independent non-executive directors and two independent non-executive directors enables the Bank to view all relevant issues objectively and in a balanced manner. This further enhances the accountability of the decision making process within Citibank Berhad. The presence of the non-executive directors is also beneficial as it provides room for new perspectives and ideas that could help improve the effectiveness and efficiency of the Board on the whole. The revised BNM/GP1 guideline stipulates the need for a maximum of one Executive Director in the Bank's Board of Directors line-up. Among other things, the Board also reviews and approves the Bank's strategic business plans annually, oversees the management of the business and monitors the Bank's actual performance against projections. The Board also ensures that the infrastructure, internal controls and risk management processes within the Bank remain robust and are implemented in a consistent and timely manner. In addition, the Board carries out various other functions and responsibilities as stipulated in the guidelines and directives issued by BNM from time to time. In relation to the requirements stated under the revised BNM/GP1, the Bank has submitted an application to BNM for deviation of Principle 10 (shareholders should be entirely independent of the management and that the CEO should derive authority only from the Board) and Principle 12 (regular communication to be held with shareholders). On 3 May 2006, BNM approved the Bank’s official request for the above-mentioned deviations. As the Bank falls under the global structure of Citi, the Board also ensures that the Bank adopts applicable Citi policies in relation to credit approval processes and operational manuals. As a mean to ensure the Bank has a beneficial influence on the economy of the local community, the Directors have a continuous responsibility to provide banking services and facilities that are conducive to a well-balanced economic growth. Frequency and Conduct of Board Meetings and Attendance The Board of Directors meet at least six times a year in order to effectively discharge their duties as well as to comply with the revised BNM/GP1 guideline requirements. During Board meetings, the Directors are provided with an agenda, papers on the Bank's most recent financial performance, risk management reports, budgets, new business initiatives or product launches, Board committees meetings' minutes and updates on industry regulations or policy changes. The Board also receives business presentations on topical matters, subject to such requests. The Board meeting agenda and papers are distributed to all Directors prior to the scheduled meetings so as to grant them sufficient time to review all materials/issues that will be discussed during the actual meeting. This procedure goes a long way in ensuring that all Board meeting discussions as well as decisions made/taken, are meaningful and based on accurate facts and figures. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 015 t Statement of Corporate Governance The proceedings of all Board meetings are also taken down as official minutes and such minutes are later circulated for the Directors' perusal prior to confirmation during the following meetings. The attendance record for each of the Board member for the financial year ended 31 December 2011 is as shown below: Number of Meetings Name of Audit Committee Member Held Attended (Appointed as Chairman of Audit Committee on 1 March 20 12 ) 5 5 Dato’ Siow Kim Lun 5 5 4* 3 5 5 5 4 Tan Sri Dato’Hj Omar B. Ibrahim (Chairman) Mr. Terence Kent Cuddyre (Appointed as Audit Committee member on 1 March 20 11) Number of Board Meetings Name of Director Held Attended Mr. Jonathan Christian Larsen 6 6 Mr. Sanjeev Nanavati 6 6 Tan Sri Dato' Hj Omar B. Ibrahim 6 6 Dato’ Siow Kim Lun 6 6 Ms. Agnes Liew Yun Chong 6 4 Mr. Terence Kent Cuddyre 6 6 6 5 Mr. Jonathan Christian Larsen (Resigned as Audit Committee member on 28 February 20 12 ) Dato’ Syed Sidi Idid B. Syed Abdullah Idid (Deceased on 2 February 20 12 ) * Reflects the number of meetings held during the time the Director held office All the Audit Committee members are non-executive directors of the Bank. Dato' Syed Sidi Idid B. Syed Abdullah Idid (Deceased on 2 February 2012 ) Board Committees The Board of Directors established several ‘Board Committees’ to assist them in the overall management and supervision of the Bank's business operations. The committee members shall be appointed by the Board upon recommendation of the Nominating Committee. Terms of Reference The Board has approved the terms of reference for the Audit Committee. The main objective of the Audit Committee is to review the financial position of Citibank Berhad, its internal controls, performance and findings of the internal and external auditors as well as to recommend appropriate remedial action (if necessary). The Audit Committee's main responsibilities are as follows: Each committee has its own written charter, clearly outlining the mission and responsibilities of the respective committee as well as well-defined terms of reference approved by the Board. Pursuant to the revised BNM/GP1 guideline, the Board is also required to establish the following additional committees besides the existing Audit Committee then: • Nominating Committee • Remuneration Committee • Risk Management Committee The Bank has since set up the Nominating Committee and Risk Management Committee. The Bank submitted an application to BNM for a waiver from establishing the Remuneration Committee. On 3 May 2006, BNM granted the Bank approval on the above application. Audit Committee Composition and Frequency of Meetings The Audit Committee was established in 1994. The attendance record for each Audit Committee member for the financial year ended 31 December 2011 is as shown below: a. Ensure that the financial accounts are prepared in a timely and accurate manner with frequent reviews on the adequacy of provisions for contingencies, and bad and doubtful debts. b. Review the balance sheet and profit and loss account for submission to the Board of Directors and ensure the prompt publication of annual accounts. c. Review the annual financial statements before submission to the Board, focusing on: 1. Compliance with accounting standards and other legal requirements 2. Changes in accounting policies and practices 3. Significant issues and unusual events arising from the audit 4. Going concern assumption 5. Major judgemental areas d. Conduct a complete review prior to publishing the annual report to ensure compliance with regulatory requirements. e. Review the effectiveness of internal controls, including the scope of the internal audit programme, its role, resources of the internal audit functions and ensure it has the 016 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Statement of Corporate Governance necessary authority to carry out its work, internal audit findings as well as recommend action to be taken by management, whenever necessary. The reports of internal auditors and the Audit Committee should not be subject to the clearance of the Board of Directors. f. Evaluate appointment, performance and provide appraisal and feedback on the remuneration package offered to the chief internal auditor. Number of Meetings Name of Nominating Committee Member Held Tan Sri Dato’Hj Omar B. Ibrahim (Chairman) 2 2 Mr. Jonathan Christian Larsen 2 2 Mr Sanjeev Nanavati 2 2 Dato’ Siow Kim Lun 2 2 Ms. Agnes Liew Yun Chong 2 2 2 2 Dato’ Syed Sidi Idid B. Syed Abdullah Idid (Deceased on 2 February 20 12 ) g. Leverage on the Bank’s performance management and talent inventory development process in overseeing the performance evaluation of the internal auditors. h. Review with the external auditors, the scope of their audit plan, internal accounting controls, audit reports, assistance given by the management and its staff to the auditors as well as their findings and recommended action(s) to be taken. Select and recommend external auditors for appointment by the Board annually. i. Discuss problems and reservations arising from the interim and final external audits, including any matters the external auditors may wish to deliberate (in the absence of management, where necessary). j. Review external auditor’s letter to management and the latter’s response to the same. k. Review related party transactions and identify any potential conflict of interest situation(s) that may arise within the Bank including any transactions, procedure or course of conduct which questions the integrity of the management. l. Review resignation letters from the external auditors of Citibank Berhad. m. Select external auditors to be appointed by the Board, unless otherwise advised (such as not suitable for re-appointment supported by valid justifications/grounds). n. Review any external expert’s terms and scope of engagement, working arrangement with the internal auditors and reporting requirements to ensure these are clearly established. o. Leverage on the oversight provided by Regional Compliance Control or engage any external party to perform assessment on the continuing effectiveness of the internal audit function Nominating Committee Composition and Frequency of Meetings The Nominating Committee was established in 2006. The attendance record for each Nominating Committee member for the financial year ended 31 December 2011 is as shown below: Attended The constitution of the Nominating Committee comprises four non-executive directors and one executive director. Terms of Reference The Board has approved the terms of reference for the Nominating Committee. The main objective of the Nominating Committee is to provide a formal and transparent procedure for the appointment of directors as well as assessing the effectiveness of individual directors, the Board as a whole and also the performance of the CEO along with other key senior management staff. The Nominating Committee’s main responsibilities are as follows: a. Review and assess the adequacy of the Bank’s Code of Conduct and other internal policies and guidelines and monitor that the principles described therein are being incorporated into the Bank’s culture and business practices. b. Establish minimum requirements for the Board, i.e. required mix of skills, experience, qualification and other core competencies required of a director. The Committee is also responsible for establishing minimum requirements for the CEO. The requirements and criteria should be approved by the full Board. c. Review the appropriateness of the size of the Board relative to its various responsibilities. Review the overall composition of the Board, taking into consideration factors such as business experience and specific areas of expertise of each Board member and make recommendations to the Board as necessary. d. Review and assess that the directors do not have any directorship(s) which could potentially result in conflict of interest(s). e. Recommend to the Board the number of committees required, identify their respective responsibilities, propose a suitable Chairperson as well as suggest ordinary members for the different committees. This includes advising the Board on committee member appointments and removal of such members from the relevant committees or from the Board, rotation of the committee members and Chairperson as well as proposals on individual committee structures and operations. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 017 t Statement of Corporate Governance f. g. Assist the Board in developing criteria to identify and select qualified individuals who may be nominated for election to the Board, which shall reflect, at a minimum, all applicable laws, rules and governing regulations. This includes assessing directors for re-appointment before an application for approval is submitted to BNM. The actual decision as to who shall be nominated should be the responsibility of the full Board. Recommend to the Board qualified individuals to become members of the Board. h. Review and recommend periodically to the Board, the compensation structure for non-executive directors. i. j. Recommend to the Board the removal of a director/CEO from the Board/Management, if the director/CEO is ineffective, errant and negligent in discharging his responsibilities. Assess annually the effectiveness of the Board as a whole in meeting its responsibilities and the contribution of each director to the effectiveness of the Board, contribution of the Board’s various committees and the performance of the CEO. k. Report annually to the Board with an assessment of the Board’s performance and such assessment is conducted based on an objective performance criteria. Such performance criteria to be approved by the full Board. l. Leveraging on the Bank’s Performance Management and Talent Inventory development process in overseeing the appointment, management succession planning and performance evaluation of key senior management staff, except that (as recommended by Bank Negara Malaysia) the Committee shall play an active role in reviewing and recommending the nominees for the position of Chief Executive Officer, Chief Financial Officer and Chief Risk Officer. m. Assess annually to ensure the directors and key senior management staff are not disqualified under section 56 of the Banking and Financial Institution Act 1989 (BAFIA). n. Plan and ensure all directors receive appropriate and continuous training program in order to keep abreast with the latest developments in the industry. o. Conduct an annual review of the Committee’s performance and report the results to the Board periodically, assess the adequacy of its charter and recommend changes to the Board as needed. p. Report regularly to the Board on the Committee’s activities. q. Perform any other duties and responsibilities expressly delegated to the Committee by the Board from time to time. Risk Management Committee Composition and Frequency of Meetings The Risk Management Committee was established in 2006. The attendance record for each Risk Management Committee member for the financial year ended 31 December 2011 is as shown below: Number of Meetings Name of Risk Management Committee Member Held Attended Dato’ Siow Kim Lun (Chairman) 4 4 Tan Sri Dato’Hj Omar B. Ibrahim 4 4 Ms. Agnes Liew Yun Chong 4 3 3* 3 4 3 Mr. Terence Kent Cuddyre (Appointed as Audit Committee member on 1 March 20 11) Dato’ Syed Sidi Idid B. Syed Abdullah Idid (Deceased on 2 February 20 12 ) * Reflects the number of meetings held during the time the Director held office All the Risk Management Committee non-executive directors of the Bank. members are Terms of Reference The Board has approved the terms of reference for the Risk Management Committee. The main objective of the Risk Management Committee is to oversee the senior management’s activities in managing credit, market, liquidity, operational, legal and other risk(s) while ensuring proper risk management process is properly in place and functioning well. The Risk Management Committee’s main responsibilities are as follows: a. Ratify the adoption of Citi risk management strategies, policies, and risk tolerance; and recommend the same for the Board’s approval. b. Discuss with Management the Bank’s major credit, market, liquidity and operational risk exposures and steps that the Management has taken to monitor and control such exposures, including the Bank’s risk assessment and risk management policies. c. Assess the adequacy of risk management policies and framework in identifying, measuring, monitoring and controlling risks and the extent to which these are operating effectively. d. Ensure appropriate infrastructure, resources and systems are in place for actual risk management implementation, i.e. ensure staff responsible for implementing the risk management system perform their duties independently of the Bank’s risk taking activities. 018 C i t i b a n k B e r h a d Statement of Corporate Governance e. Periodically review management reports on risk exposure, risk portfolio, composition and other risk management activities. f. Review periodically with management, including independent Risk Officer, Head of Compliance and Legal Counsel, any correspondence(s) with or action by, regulators or governmental agencies, any material legal affairs of the Bank and the Bank’s compliance with applicable laws and regulations. g. Report regularly to the Board on the Committee’s activities. h. Review annually and report to the Board on its own performance. i. Review and assess the adequacy of its charter annually and recommend any proposed changes to the Board for approval. l 2 0 1 1 A n n u a l R e p o r t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Risk Management Please refer to Pillar 3 disclosure. 019 020 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r Statement of Internal Audit and Internal Control Citibank Berhad's Board of Directors is responsible to establish and maintain adequate internal control over financial reporting standards and related issues. The Bank's internal control system is designed to provide reasonable assurance to the company's management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with the provisions under the Companies Act 1965 and other applicable approved standards in Malaysia. Liability Committee, Country Legal and Compliance Committee and Management Committee as part of its monitoring function to ensure effective management and supervision of the areas under the respective Committee's purview. Citibank Berhad has also adopted the Citi Code of Conduct which expresses the values that each employee is expected to appreciate and apply in their respective working life. All internal control systems no matter how well designed and implemented have inherent limitations. Ethics hotlines are made available to employees who wish to voice concerns about suspected violations of law or industry regulation as well as actions that may fail to live up to the Bank's high standards of ethical conduct. In view of the limitations, therefore, even the best of systems determined to be effective can only provide a reasonable assurance in relation to the preparation and presentation of financial statements. The Bank has an internal policy prohibiting retaliatory actions against any individual for raising legitimate concerns or questions regarding ethical matters, or for reporting suspected violations. A comprehensive system of controls is maintained to ensure that all transactions are executed in accordance with the management's authorization, assets are safeguarded and that the financial records are reliable. The management also takes relevant steps to see that information and communication flows are effective and monitor the performance of internal control procedures. Citibank Berhad's risk management policies, procedures and practices set out the foundation to the risk architecture governing its business activities. The management conducts business monitoring initiatives and periodic self-assessment in accordance with the Risk and Control Self-Assessment/Operational Risk policy for all applicable businesses. Control system weaknesses resulting in corrective actions will be documented and escalated to the management for tracking purposes. Citibank Berhad's Internal Audit reports to the Audit Committee. It performs regular reviews of the business processes to assess the effectiveness of the control environment and highlights significant risks affecting the company. The scope of the audit activities are reviewed and endorsed by the Audit Committee while audits are carried out on a risk-based approach, to provide an independent and objective report on operational and management activities. The Audit Committee regularly reviews and deliberates with management on the actions taken on internal control issues identified in reports prepared by Internal Audit, the external auditors, regulatory authorities and the management themselves. The management of Citibank Berhad has also set up a Country Coordinating Committee, Business Risk Compliance and Control Committee, Legal Vehicle Committee, Asset and t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Management Reports The pre-set agenda, management reports and other ad-hoc proposals or applications are circulated to the Directors prior to the actual Board meetings. This enables the Board of Directors to assess the overall performance of the Bank and make sound management decisions. Management reports presented to the Board comprise the following: Economic Updates Business Plans Year to date Financial Performance Report Financial performance by major business segments Quarterly Performance Scorecard Comparative analysis of banks Semi-annual BNM Stress Tests Results Credit Risk Management Report Liquidity & Market Risk Management Report Quarterly Derivative Outstanding Report Minutes of Audit Committee meetings Minutes of Risk Management Committee meetings Minutes of Nominating Committee meetings Minutes of Shariah Committee meetings 021 022 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r Shariah Committee Citibank Berhad's Shariah Committee is responsible for the provision of Shariah oversight in relation to Citibank Berhad’s Islamic Banking business operations and activities. Al-Hadith, capital adequacy standard for Islamic Banks, and the workings of monetary policy in a dual banking system. He holds a Ph.D from the University of Southampton, England. For the year 20 11, the Shariah Committee met nine times. Additionally, individual Shariah Committee members participated in various business discussions where Shariah advice was required prior to full submission to the Shariah Committee. Professor Dr. Norhashimah Mohd Yasin During the year, the Shariah Committee was expanded to 5 members in order to comply with the requirement of Bank Negara Malaysia’s new Shariah Governance Framework for Islamic Financial Institutions. The Shariah Committee also approved a new Shariah Control Manual in order to incorporate additional requirements of the new framework for Shariah governance. She regularly lectures, researches and presents papers at local and international seminars and conferences on the areas of Islamic Banking, Islamic insurance (Takaful), money laundering and terrorism financing. With regards to Shariah compliance review, Citibank Berhad’s Islamic Banking Division was subjected to a full Shariah audit conducted jointly by Citibank Berhad’s Country Compliance and Control unit together with the Citi’s Global Islamic Control unit. The Shariah Committee reviewed the findings of the Shariah audit and was satisfied with the report and its findings. No major compliance issues were identified. Citibank Berhad’s Shariah Committee effective from 1 June 20 1 1 included the following distinguished members: Dr. Norhashimah Mohd Yasin is a Professor of Comparative Banking Law at the Civil Law department, Ahmad Ibrahim Kulliyah of Law, International Islamic University of Malaysia. She has published articles in national and international journals. Her articles on Islamic Banking have also appeared in a book edited by Dato’ Syed Idid called Judicial Decisions Affecting Bankers and Financiers (published by the Malayan Law Journal). She is the author of two books, Legal Aspects of Money Laundering from the Common Law Perspective (published in 2007 by LexisNexis) and Islamisation/Malaynisation: The Role of Islamic Law in the Economic Development of Malaysia (published in 1996 by A.S. Noordeen). She is a contributing editor of the Annotated Statute on Anti-Money Laundering and Anti-Terrorism Financing Act 2001 and the Takaful Act 1984. Professor Dr. Abdul Ghafar Ismail/Chairman Dr. Abd Ghafar Ismail has been a Professor in the Banking and Finance faculty of Universiti Kebangsaan Malaysia (UKM) since 2003. He is currently the Head of the Research Center for Islamic Economics and Finance and AmBank Group Resident Fellow for Perdana Leadership Foundation. A lecturer since 1987, he has vast experience in teaching Islamic economics courses such as Islamic banking; risk management in Islamic banking; financial economics; advanced macroeconomics; money, Zakat and real economy; money and capital market in Islam; Islamic economic system; Islamic economic analysis; and deposits and the financing operations of Islamic banking institutions. His work has been extensively published in several referred journals, among others, Review of Islamic Economics, Journal of Islamic Economics, Banking and Finance, Humanomics, “International Journal of Islamic and Middle Eastern Finance and Management”, “Journal of Financial Services Marketing”, “International Research Journal of Finance and Economics” and “Qualitative Research in Financial Markets”. His most recent book is Money, Islamic Banks and Real Economy, published by Cengage Learning. His papers have been presented in many international and local conferences including the International Seminar on Islamic Economics and Finance, IRTI International Conference and Malaysia Finance Association Conference. Professor Dr. Abdul Ghafar Ismail’s research interests include the learning process and growth theory, inter-temporal allocation of resources, learning economics from Al-Quran and She is a member of the Advocates and Solicitors Disciplinary Board and also sits on the Board of Trustees for Yayasan Asnita, a Non Governmental Organisation. She also conducts training for Bank Negara Malaysia, Labuan Financial Services Authority, commercial banks, developing financial institutions, insurance companies and legal firms in Malaysia and Brunei Darussalam. Professor Dr. Norhashimah holds a Ph.D in Law from the University of Warwick, England, and is a qualified Advocate and Solicitor of the High Court of Malaysia. She is also a certified legal translator. Associate Professor Dr. Shofian bin Ahmad Dr. Shofian bin Ahmad is currently an Associate Professor with the Shariah Department at Universiti Kebangsaan Malaysia (UKM) where he specialises in Islamic transactions (Muamalat) and the Islamic economy. He is the Head of the Department of Shariah at the Faculty of Islamic Studies and has served in various administrative positions at the faculty since 1994. He supervises Ph.D. and Masters candidates at UKM and conducts doctoral and Masters level thesis assessments. He is also actively involved in research and is a Research Fellow at UKM’s Institut Kajian Rantau Asia Barat. He is also extensively involved in publications as an article assessor for several academic journals. Associate Professor Dr. Shofian holds a Ph.D in Shariah and Law from the University of Malaya, Kuala Lumpur. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Shariah Committee Mat Noor Mat Zain Mat Noor Mat Zain is a member of the Citibank Berhad’s Shariah Committee where he has contributed his specialist knowledge of Fiqh Muamalah, Islamic contract law and Islamic family law and extensive research experience in the area of Islamic finance since May 2011. He is also a consultant for the Pakarunding initiative at Universiti Kebangsaan Malaysia (UKM) and an expert consultant for the Malaysian Government’s JAWHAR programmes related to the provision of Fidyah and Kafarah manuals. He has presented numerous papers related to Islamic Banking and finance at both domestic and international levels and has been appointed consulting editor for The Journal Of Muamalat And Islamic Finance Research published by the Islamic Science University of Malaysia. In addition to his consulting and editorial work, he is a lecturer at the Department of Shariah at UKM’s Faculty of Islamic Studies. He teaches several courses related to Muamalah and Islamic jurisprudence including “Fiqh Muamalat”, “Islamic Finance”, and “The Principles of Islamic Jurisprudence”. He has a Bachelor’s degree in Shariah Studies from the Islamic University of Medina, Saudi Arabia as well as a Masters in Islamic Studies (specialising in Muamalat) from the Faculty of Islamic Studies at UKM. He is currently pursuing his studies in the field of Islamic Contracts and is researching topics including “Instruments of Islamic Hedging” and “Terms and Conditions in Standard Form Contracts”. Nik Abdul Rahim bin Nik Abdul Ghani Nik Abdul Rahim Nik Abdul Ghani is a lecturer and former tutor at Universiti Kebangsaan Malaysia (UKM)’s Department of Shariah at the Faculty of Islamic Studies. He is an expert consultant and speaker for the UKM’s Centre for Islam and UKM’s Islamic law-related training programmes. He is also a member of the committee of Klinik Hukum Syarak and Guaman Syarie, Department of Shariah. He is a member of the Research Center for Islamic Economics and Finance and has written in-depth research papers and articles on Shariah issues arising in Islamic Banking and finance. He is a published author featured in national and international journals, seminar proceedings and books. His most recent article, “Maslahah as a Source of Islamic Transactions (Muamalat)” has been recently published in UKM’s Journal of Islamiyyat. He has written books on Islamic teaching and motivation and is a regular columnist for the popular magazine “SOLUSI” by Telaga Biru for which he writes the “Maqasid Syariah” (Objectives of Islamic Law) column. Apart from teaching, research and writing, he is actively involved in religious and academic activities, especially those related to economics and Islamic law, He participates in seminars and discussions conducted by Government agencies and Non Governmental Organisations (NGOs), gives religious speeches in the state of Selangor and appears on religious television programmes by major Malaysian broadcast networks including RTM, Media Prima and ASTRO. He is also a regular speaker for “Renungan”, a religious programme that airs on THR Gegar radio. Fluent in Arabic, Nik Abdul Rahim bin Nik Abdul Ghani holds a Masters Degree in Shariah from UKM and a B.A (Hons) in Shariah from the Islamic University of Medina, Saudi Arabia. He is currently a doctoral candidate in the field of Islamic Finance at INCEIF. 023 024 C i t i b a n k B e r h a Ratings Statement RAM Rating Services Berhad (RAM) has, on 13 February 20 1 2, reaffirmed Citibank Berhad’s respective long and short term financial institution ratings of AAA and P1 with an outlook on the long term ratings remaining stable. Citibank Berhad’s ratings are premised on its entrenched market position in the consumer banking arena, strong funding and liquidity profile, sturdy profitability, and healthy capitalization. Bank Rating Symbols and Definitions: AAA A financial institution rated AAA has a superior capacity to meet its financial obligations. This is the highest long-term FIR assigned by RAM Ratings. P1 A financial institution rated P1 has a strong capacity to meet its short-term financial obligations. This is the highest short-term FIR assigned by RAM Ratings. d l 2 0 1 1 A n n u a l R e p o r t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Awa r d s a n d Ac c o l a d e s The following is a list of accolades received by the Bank throughout 20 1 1 : Banking & Payments Asia Trailblazer Awards 2011 Product Excellence Awards (Citibank Premier Miles Credit Card) Trade Finance Best International Trade Bank in Malaysia (Highly Commended) Readers’ Digest Readers’ Digest Trusted Brands Award (Cards) Visa Malaysia Bank Awards 2011 Largest Largest Highest Highest Payment Volume – Visa Consumer Credit Payment Volume – Visa Platinum Purchase Volume Growth – Visa Platinum Purchase Volume Growth – Visa Super Premium Asiamoney Cash Management Poll Best Foreign Cash Management Bank for Small Corporates Best Foreign Cash Management Bank for Medium Corporates Best Foreign Cash Management Bank for Large Corporates Asiamoney FX Poll Best Best Best Best for Overall FX Services for Innovative FX Products & Structured Ideas FX Prime Broking Services Single-Bank Electronic Trading Platform Contact Centre Association of Malaysia & Frost & Sullivan Best People Contact Centre (Gold Award) Best Contact Centre Professional (CPO Aria Putera Kamal) Best In-House Inbound Contact Centre above 100 seats (Silver Award) Euromoney Trade Finance Survey Best Domestic Trade Finance Provider (Malaysia) 20 1 1 Global Custodian Agent Banks in Emerging Markets Survey Top Rated in all 3 client segments (Leading, Cross-Border/Non-Affiliated and Domestic) Islamic Finance News Award 2011 Malaysia Deal of The Year- Wakalah Global Sukuk Sovereign Deal of The Year-Wakalah Global Sukuk IFR Asia Islamic Deal of The Year Award 2011 Finance Asia Finance Asia’s Best Islamic Financing Award 2011 025 026 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Corporate Citizenship at Citi Managing money and using financial services can be complex and confusing for the average person because people have different financial priorities at different stages of their lives. Nevertheless, financial planning is essential for people who wish to remain financially stable and to build their assets. As a long-established advocate and practitioner of financial capability programmes, Citibank Berhad’s priorities balance the interests of our stakeholders with the risks and opportunities that affect our business. We continually engage with our stakeholders to keep abreast with their changing needs while keeping a constant watch on local and global economic conditions and concerns. We also collaborate with local partners to design relevant, timely and actionable programmes that offer support and accountability for consumers working towards their financial goals. In 2011, Citibank Malaysia received a philanthropic investment of US$210,000 from Citi Foundation to continue our efforts to provide free financial education for Malaysians. Our financial education programmes enable Malaysians to make the right financial decisions and develop effective financial habits to maintain and improve their standard of living and the future of their families in the face of rising costs of living. Stretching Your Ringgit (Season 3) In 2009, Citi launched our flagship financial education programme, ‘Stretching Your Ringgit’ in collaboration with ERA Consumer Malaysia, “Stretching Your Ringgit is a series of financial infomercials aired on national TV and radio stations which is now in its fourth season. 2011 saw the third season of ‘Stretching Your Ringgit’ focusing on strengthening consumer financial literacy in line with the current global and national economic realities of rising costs of living in relation to stagnated incomes. It covered the basics of smart money management which audiences of previous years identified as priorities. A series of financial infomercials was aired on ASTRO television stations. Topics included Making do in-between Paychecks, Household Budgeting, Other Ways to Earn and Retirement Planning. These episodes were aired for a total of 122 times across eight major channels from August to the end of October to coincide with two festivals - Ramadhan leading up to Hari Raya and Deepavali. The radio infomercials covering Educating Children About Money, Keeping Credit in Check and Making Your Financial Plan were also broadcasted for a total of 164 times on three ASTRO radio channels. In total, ‘Stretching Your Ringgit’ reached nearly 24 million Malaysians in 2011. A pre and post evaluation survey was conducted. On average, the survey showed an increase of 27.3% in participants’ recognition of the importance of, intent to take action, or positive behavioural change related to the 4 financial topics. Focus group discussions were conducted in several states in Peninsular Malaysia and participants agreed on the importance of financial education and improving their financial knowledge. The issues varied according to demographic groups. For housewives, their priority was inculcating financial literacy in their children. Young workers, on the other hand, worry about the increase in debt and have admitted to spending beyond their means. This year’s programme also expanded beyond the media campaign to include two additional components aimed at reaching the younger generation. One component was the pilot run of the “My First Ringgit” workshops which provided financial education classes for 598 kindergarten children. After the workshops, the kindergarten teachers facilitated conversations with parents to gauge improvements in their children’s financial behaviour. The post survey showed a 40.5% increase in children's ability to demonstrate basic financial knowledge. 31% of parents also reported an example of their children's improved financial behaviour such as the willingness to start saving. The second component was aimed at young workers. ERA conducted a baseline survey targeted at 1,002 young working adults to gain insight into the current status of financial literacy and behaviour which may lead them into bankruptcy. The survey results enabled stakeholders to identify opportunities and develop financial literacy programmes targeted at this segment. These programmes will be implemented in 2012. The survey data showed that many young workers were making choices that led them into financial problems. Some of the key findings from the survey indicated that 30 % of the respondents did not save regularly, 70 % of the respondents could only sustain for 4 months with their savings if they had to stop working, 37% never thought of retirement, more than 50 % of the respondents are not familiar with Credit Counselling and Debt Management Agency (AKPK), Central Bank’s website, and the Financial Mediation Bureau, 47% of the respondents can be considered as in serious debt and only 1 1 % of the respondents acquired financial knowledge from the education system. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Corporate Citizenship at Citi Citi Stock Challenge The Citi Stock Challenge programme is designed to introduce high school students in Malaysia to stock market fundamentals and to increase their financial literacy and investment knowledge. Every year, the Citi Stock Challenge provides hundreds of 16-year-old students with a golden opportunity to role-play as stockbrokers after learning the fundamentals of trading, market trends, and taking positions on counters. Teams of students form ‘brokerage houses’ which use RM1,000 in ‘seed money’ to trade in a simulated stock market comprising 20 stocks in the energy, manufacturing, trade, communications and hospitality sectors. Sekolah Menengah Kebangsaan Pusat Bandar Puchong from Kuala Lumpur, and Chung Ling High School and Sekolah Menengah Jenis Kebangsaan Convent Datuk Keramat from Penang emerged as the winners of the annual Citi Stock Challenge 2011. The three winning teams out-invested 33 schools and 540 students who participated in this year’s six-day programme held in Kuala Lumpur and Penang. 70% of the 250 students surveyed through the pre and post surveys demonstrated a significant increase in skills and knowledge on how a company operates and provides shares for public purchase, how stock prices change, the impact of news events and business trends on stock prices and the ability to analyse and interpret information when making investment decisions. Since the launch of Citi Stock Challenge in 2004, over 2,000 students from all over Malaysia have taken part in this challenge. The programme partner was Learning Society, a local non-profit organisation that promotes active learning. We would also like to thank American Chamber of Commerce for assisting us in the enrolment of the schools under their Young Enterprise programme. 027 028 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Corporate Citizenship at Citi The Habitat for Humanity Family Financial Education Programme Habitat for Humanity Malaysia (HFH Malaysia) has been developing their Family Financial Education programme in partnership with Citi Foundation since 2010. This programme is designed to equip low-income Malaysian families with practical financial knowledge to help improve their home finances. The goal of HFH Malaysia’s programme is to inculcate two distinct financial capabilities in their target demographic. The first is the ability create and utilise a family and home improvement budget. The second is the ability to plan, save and use credit responsibly. Results from the impact assessment should see a 70% increase in the number of families utilising a family budget and demonstrating a commitment to saving part of their income. To achieve this goal, HFH Malaysia is leveraging on Citi Foundation’s expertise and guidance to develop a core financial curriculum that is tailor-made for the low-income Malaysian family. HFH Malaysia will then deliver this financial education curriculum to beneficiaries in partner communities. HFH Malaysia aims to roll out the Family Financial Education programme to their targeted households by the end of 2012. At present, a needs-based assessment is being conducted. A pilot test for a total of 50 families seeking housing improvement in the Klang Valley is also currently underway. Global Community Day More than 500 Citi Volunteers went out on streets to feed over 800 homeless citizens around the country in conjunction with Global Community Day on October 21, 2011. In their effort of feeding the poor, our Citi Volunteers together with our community partner Pertiwi collected donations for used clothes to be distributed to the homeless. They were fed hot meals, drinks, snacks and even provided with toiletries and medicine. Despite the heavy downpour of rain, it was a real eye-opener for the Citi Volunteers as they made way to reach out to the elderly, drug users and even children. Citi Volunteers from Penang branch partnered with KAWAN that was set up as a drop in center in 2007 to address the pressing needs of the homeless street based community. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Va l u i n g O u r P e o p l e Best in Talent, Culture of Innovation, Attractive Rewards, Unparalleled Opportunities and Leading Edge Training – these are the five distinct advantages of “The Citibanker Difference” that have made Citi the Employer of Choice for the best and the brightest. Throughout 2011, we continued our focus on delivering “The Citibanker Difference” for our employees. tailored to the needs of our people. This strategy saw employee turnover in our Cards division decrease in 20 1 1 as a result of an enhanced focus on employee value proposition, hiring, on-boarding and development. 20 1 1 was also the first year non-sales employees at levels G1 3, Q and R levels received bonuses through the newly implemented Success Sharing plan. Now in its third year, the Leadership Enhancement & Accelerated Development (L.E.A.D) programme provided accelerated career development opportunities for 169 top-of-class employees across the board whose performance ranks in the 95th percentile. We help these star performers reach their fullest potential by providing unfettered access to mentors, cutting-edge training and development, networking opportunities, cross-functional/cross-business team challenges and personalised guidance from management. At Citi, our key strengths are our global reach and diversity of businesses. Citibankers have unparalleled opportunities to hone their skills and talents within diverse international settings, making them some of the most versatile and well-rounded professionals in the world. To date, over 500 Malaysian Citibankers have pursued (or are currently pursuing) their careers overseas in various businesses and functions within the Citi world. Our Management Associate (MA) and Graduate Executive (GE) programmes, which are designed to build general management and functional leadership pipelines, continue to attract the best talent in the market. This is due to their distinctive edge in ensuring that high potential hires have access to the best-in-class learning opportunities and development. In 20 11, we hired 14 Management Associates and 27 Graduate Executives. The Graduate Executives joined Citibank divisions as diverse as Cards, Customer Experience & Quality, Finance, Marketing, Operations & Technology, Retail Banking and Risk Management. As a genuine meritocracy, our reward and recognition structure is competitive, transparent, tied to quality of performance and In 2011, there were approximately 150 internal employee moves under Citi’s 2+3 policy. Of these moves, one Malaysian Citibanker was placed in Thailand for 6 months in the Mortgage division; Another moved to The Philippines for 6 months to train under the Risk Management division. We also successfully placed two candidates in Operations & Technology’s Leadership Development Program in Dalian, China for their first-year assignment, followed by a move to Singapore for their second assignment. At present, overseas assignments are ongoing for eXcel, Fast-Trax and Tiger programme candidates in Hong Kong and Singapore. Investing in learning has always been the cornerstone of Citi’s approach to talent development. Citi’s consistent approach to training and development across the company ensures that we 029 030 C i t i b a n k b e r h a d l 2 0 1 1 A n n u a l R e p o r t Va l u i n g O u r P e o p l e have a unified culture and set of standards that transcend business and product lines. Our developmental framework is driven by 3 core strategies: i. ii. On-the-Job experiences (70% of learning occurs by doing); Learning from others (20% learning occurs through relationships/exposure); and iii. Training programs (10% of learning occurs through formal education) Citibankers are also encouraged to identify areas for their personal career development through a structured Individual Development Planning (IDP) process. Citi also holds career events such as Career Week which provide information to Citibankers to help them to make informed decisions about their career with us. Citibankers are then furnished with customised training and opportunities in line with their professional needs under Citi’s human resource development framework. In 2011, Citi’s Human Resource department facilitated 102 training programmes totalling 23,448 training hours for 1,328 employees. This is over and above the mandatory functional and technical training that we already provide for all employees. Apart from formal professional development, Citi culture is about working hard and playing hard. Throughout the year, a committee of dedicated Citibankers, many of whom are “Voice of Employee” (VOE) champions, organise employee engagement activities that strengthen the spirit of camaraderie amongst Citibankers. The popularity of the VOE programme of events is seen as VOE event attendance and involvement improved across the franchise from 77% to 79%. The 2011 events organised by the VOE were balanced between charitable efforts and social events. Charity projects included The Chariton initiative raised RM25,000 for Down Syndrome kids and Citi’s Breast Cancer Awareness Week raised more than RM10,000 for PRIDE, a NGO campaigning against breast cancer. Social events where Citibankers had the opportunity to show our care and support for each other in a relaxed and fun environment included Staff Appreciation Week, the Sports Carnival and the Treasure Hunt. At Citi, we do not simply settle for the best. We aim to make the best better. FINANCIAL STATEMENT CONTENTS 32 Directors’ Report 35 Statement by Directors 36 Statutory Declaration 37 Shariah Committee‘s Report 38 Independent Auditors’ Report 39 Statements of Financial Position 40 Statements of Comprehensive Income 41 Statements of Changes in Equity 42 Statements of Cash Flows 44 Notes to the Financial Statements 032 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Directors’ Report for the year ended 31 December 2011 The Directors have pleasure in submitting their report and the audited financial statements of the Group and the Bank for the year ended 31 December 2011. Principal activities The Bank is principally engaged in banking and related financial services that also include Islamic Banking business whilst the principal activities of the subsidiaries are stated in Note 12 to the financial statements. There has been no significant change in the nature of these activities during the financial year. Results Group and Bank RM’000 Profit before taxation Taxation Profit after taxation 855,193 (165,330) 689,863 Current assets Before the financial statements of the Group and the Bank were made out, the Directors took reasonable steps to ascertain that the value of any current assets, other than debts and financing, which were unlikely to be realised in the ordinary course of business, as shown in the accounting records of the Group and the Bank, have been written down to an amount which they might be expected to realise. At the date of this report, the Directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and the Bank misleading. Valuation methods At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing methods of valuation of assets or liabilities in the financial statements of the Group and the Bank misleading or inappropriate. Contingent and other liabilities Reserves and provisions There were no material transfers to or from reserves and provisions during the year under review except as disclosed in the financial statements. Dividends Since the end of the previous financial year, the Bank paid a final ordinary dividend of 329 sen per ordinary share less tax at 25% totaling RM300 million (247 sen net per ordinary share) in respect of the year ended 31 December 2010 on 28 June 20 11. The final ordinary dividend recommended by the Directors in respect of the year ended 31 December 2011 is 329 sen per ordinary share less tax at 25% totaling RM300 million (247 sen net per ordinary share). Bad and doubtful debts and financing Before the financial statements of the Group and the Bank were made out, the Directors took reasonable steps to ascertain that actions had been taken in relation to the writing off of bad debts and financing and the making of provisions for impaired loans and financing, and satisfied themselves that all known bad debts and financing had been written off and adequate provisions made for impaired loans, advances and financing. At the date of this report, the Directors are not aware of any circumstances, which would render the amount written off for bad debts and financing, or the amount of the provision for impaired loans, advances and financing, in the financial statements of the Group and the Bank inadequate to any substantial extent. At the date of this report, there does not exist: (a) any charge on the assets of the Group or the Bank which has arisen since the end of the financial year and which secures the liabilities of any other person, or (b) any contingent liabilities in respect of the Group or of the Bank that has arisen since the end of the financial year other than in the ordinary course of business. No contingent or other liability of the Group and the Bank have become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and the Bank to meet their obligations as and when they fall due. Change of circumstances At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and the Bank, that would render any amount stated in the financial statements misleading. Items of an unusual nature The results of the operations of the Group and the Bank for the financial year were not, in the opinion of the Directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to affect substantially the results of the operations of the Group and the Bank for the current financial year in which this report is made. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 033 t Directors’ Report for the year ended 31 December 201 1 Compliance with Bank Negara Malaysia’s expectations on financial reporting Directors of the Bank Directors who served since the date of the last report are: In the preparation of the financial statements, the Directors have taken reasonable steps to ensure that Bank Negara Malaysia’s expectations on financial reporting have been complied with, including those as set out in the Guidelines on Financial Reporting for Financial Institutions and the Guidelines on Classification and Impairment Provisions for Loans/Financing. • • • • • • • Jonathan Christian Larsen Sanjeev Nanavati Tan Sri Dato’ Hj. Omar Bin Ibrahim Dato’ Siow Kim Lun @ Siow Kim Lin Agnes Liew Yun Chong Terence Kent Cuddyre Dato’ Syed Sidi Idid Bin Syed Abdullah Idid (Deceased on 2 February 20 1 2 ) Directors’ interests in shares The interests in the ordinary shares and options over shares of the Bank and of its related corporations of those who were Directors at year end as recorded in the Register of Directors’ Shareholdings are as follows: Number of ordinary shares of USD1 each At At 1 .1 . 20 1 1 * Bought Sold 31.12.2011 Shares in Citigroup Inc. Direct interests Sanjeev Nanavati Jonathan Christian Larsen Dato’ Siow Kim Lun @ Siow Kim Lin Agnes Liew Yun Chong Terence Kent Cuddyre 13,664 23,172 ** 900 8,576 1,786 ** Deemed interests Jonathan Christian Larsen 38,792 8,561 17,516 1,536 199 6,730 29 22,225 33,958 900 10,112 1,956 6,730 - 45,522 Number of ordinary shares of USD1 each At 1.1.2011* Granted Vested At 31.12.2011 4,376 5,644 193 6,972 9,833 1,007 (8,561) (1,536) 114 2,787 13,941 1,086 Capital Accumulation Program/ Supplementary CAP/SEA in Citigroup Inc. Sanjeev Nanavati Agnes Liew Yun Chong Terence Kent Cuddyre Number of options over ordinary shares of USD1 each At 1.1.2011/ date of appointment* Granted Forfeited At 31.12.2011 - 268 (295) 797 6,727 41,082 3,879 2,281 Stock Option Plan in Citigroup Inc. Sanjeev Nanavati Jonathan Christian Larsen Agnes Liew Yun Chong Terence Kent Cuddyre 6,995 41,082 4,174 3,078 None of the other Directors holding office at 31 December 20 1 1 had any interest in the ordinary shares and options over shares of the Bank and of its related corporations during the financial year. * Reverse stock split in May 2011, share numbers divided by 1 0. ** Opening balance has been restated 034 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Directors’ Report for the year ended 31 December 2011 Directors’ benefits Since the end of the previous financial year, no Director of the Bank has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements or the fixed salary of a full time employee of the Bank) by reason of a contract made by the Bank or a related company with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Bank to acquire benefits by means of the acquisition of shares in or debentures of the Bank or any other body corporate apart from the Directors above who were granted options to subscribe for shares in the ultimate holding company under various stock incentive and purchase schemes where the price and terms are as determined by the said schemes. Issue of shares and debentures There were no changes in the issued and paid-up capital of the Bank during the financial year. There were no debentures issued during the financial year. Options granted over unissued shares No options were granted to any person to take up unissued shares of the Bank during the financial year. Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors: Sanjeev Nanavati Tan Sri Dato’ Hj. Omar Bin Ibrahim Kuala Lumpur Date: 1 March 2012 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Statement By Directors pursuant to Section 1 69 ( 1 5 ) of the Companies Act, 1965 In the opinion of the Directors, the financial statements set out on pages 39 to 133 are drawn up in accordance with the Companies Act, 1965 in Malaysia and Financial Reporting Standards issued by the Malaysian Accounting Standards Board as modified by Bank Negara Malaysia Guidelines so as to give a true and fair view of the financial position of the Group and the Bank at 31 December 2011 and of their financial performance and cash flows for the year then ended on that date. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors: Sanjeev Nanavati Tan Sri Dato’ Hj. Omar Bin Ibrahim Kuala Lumpur Date: 1 March 2012 035 036 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t Declaration Pursuant to Section 169 ( 16 ) of the Companies Act, 1965 I, Tang Wan Chee, the officer primarily responsible for the financial management of Citibank Berhad, do solemnly and sincerely declare that the financial statements set out on pages 39 to 133 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the above named in Kuala Lumpur on 1 March 2012. Tang Wan Chee Before me: Commissioner for Oaths C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t S h a r i a h Co m m i tte e’s Re p o r t In the name of Allah, the Beneficent, the Merciful In compliance with the letter of appointment, we are required to submit the following report: We have reviewed the principles and the contracts relating to the transactions and applications introduced by Citibank Berhad’s Islamic Banking Division during the year ended 31 December 20 1 1 . We have also conducted our review to form an opinion as to whether the Citibank Berhad’s Islamic Banking Division has complied with the Shariah principles and with the Shariah rulings issued by the Shariah Advisory Council of Bank Negara Malaysia, as well as Shariah decisions made by us. The management of Citibank Berhad’s Islamic Banking Division is responsible for ensuring that the financial institution conducts its business in accordance with Shariah principles. It is our responsibility to form an independent opinion, based on our review of the operations of the Citibank Berhad’s Islamic Banking Division, and to report to you. We have assessed the work carried out by Shariah review and Shariah audit which included examining, on a test basis, each type of transaction, the relevant documentation and procedures adopted by the Citibank Berhad’s Islamic Banking Division. We planned and performed our review so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Citibank Berhad’s Islamic Banking Division has not violated the Shariah principles. In our opinion: 1. the contracts, transactions and dealings entered into by the Citibank Berhad’s Islamic Banking Division during the year ended 31 December 2011 that we have reviewed are in compliance with the Shariah principles; 2. the allocation of profit and charging of losses relating to investment accounts conform to the basis that had been approved by us in accordance with Shariah principles; We, the members of the Shariah Committee of Citibank Berhad’s Islamic Banking Division, do hereby confirm that the operations of the Citibank Berhad’s Islamic Banking Division for the year ended 31 December 20 1 1 have been conducted in conformity with the Shariah principles. On behalf of the Shariah Committee Chairman of the Shariah Committee: Professor Dr. Abdul Ghafar Ismail Kuala Lumpur Date: 1 March 2012 037 038 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r Independent Auditors’ Report to the members of Citibank Berhad Report on the Financial Statements We have audited the financial statements of Citibank Berhad, which comprise the statements of financial position as at 31 December 20 11 of the Group and the Bank, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and the Bank for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 39 to 133. Directors’ Responsibility for the Financial Statements The Directors of the Bank are responsible for the preparation of these financial statements that give a true and fair view in accordance with the Companies Act, 1965 and Financial Reporting Standards in Malaysia as modified by Bank Negara Malaysia Guidelines, and for such internal control as the Directors determine is necessary to enable the preparation relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with the Companies Act, 1965 and Financial Reporting Standards in Malaysia as modified by Bank Negara Malaysia Guidelines so as to give a true and fair view of the financial position of the Group and the Bank as of 31 December 2011 and of their financial performance and cash flows for the year then ended. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Bank and its subsidiaries have been properly kept in accordance with the provisions of the Act. b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Bank’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. c) Our audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 1 74(3) of the Act. Other Matters This report is made solely to the members of the Bank, as a body, in accordance with Section 1 74 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. KPMG Firm Number: AF 0758 Chartered Accountants Petaling Jaya, Malaysia Date: 1 March 2012 Ahmad Nasri bin Abdul Wahab Approval Number: 2919/03/12(J) Chartered Accountant t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 039 t Statements Of Financial Position as at 31 December 2011 Group Bank 20 1 1 20 1 0 20 1 1 2010 N ote RM’000 RM’000 RM’000 RM’000 Cash and short term funds 3 11,968,440 10,481,033 11,968,420 10,481,013 Deposits and placements with banks and other financial institutions 4 1,516,673 811,660 1,516,673 811,660 1,218,993 404,417 1,218,993 404,417 Assets Securities purchased under resale agreements Financial assets held-for-trading 5 2,336,849 1,852,463 2,336,849 1,852,463 Financial investments available-for-sale 6 5,225,508 3,105,488 5,225,508 3,105,488 Loans, advances and financing 7 20,357,257 19,480,745 20,357,257 19,480,745 Other assets 9 1,306,012 1,317,760 1,306,012 1,317,760 Statutory deposits with Bank Negara Malaysia 10 398,080 - 398,080 - Deferred tax assets 11 796 59,300 796 59,300 Investments in subsidiary companies 12 - - 20 20 Plant and equipment 13 120,905 108,781 120,905 108,781 44,449,513 37,621,647 44,449,513 37,621,647 Total assets Liabilities Deposits from customers 14 30,051,586 28,788,863 30,051,586 28,788,863 Deposits and placements of banks and other financial institutions 15 7,777,097 2,322,925 7,777,097 2,322,925 63,761 47,982 63,761 47,982 2,537,714 2,846,402 2,537,714 2,846,402 40,430,158 34,006,172 40,430,158 34,006,172 Bills and acceptances payable Other liabilities 16 Total liabilities Equity Share capital 17 121,697 121,697 121,697 121,697 Reserves 18 3,897,658 3,493,778 3,897,658 3,493,778 4,019,355 3,615,475 4,019,355 3,615,475 44,449,513 37,621,647 44,449,513 37,621,647 79,632,078 81,239,637 79,632,078 81,239,637 Total equity attributable to equity holder of the Bank Total liabilities and equity Off-balance sheet exposures 36 The notes on pages 44 to 133 are an integral part of these financial statements. 040 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r Statements Of Comprehensive Income for the financial year ended 31 December 2011 Group and Bank 20 1 1 2010 Note RM’000 RM’000 2(b) 2,402,424 2,184,681 Interest income 20 1,713,571 1,575,460 Interest expense 21 (514,644) (391,890) 1,198,927 1,183,570 37(o) 29,670 35,991 22 659,183 573,230 1,887,780 1,792,791 (887,846) (758,190) 999,934 1,034,601 24 (144,741) (200,995) 855,193 833,606 25 (165,330) (194,353) 689,863 639,253 14,017 (16,110) 14,017 (16,110) 703,880 623,143 689,863 639,253 703,880 623,143 566 525 Revenue Net interest income Net income from Islamic banking operations Other operating income Total net income Other operating expenses 23 Operating profit Allowance for loans, advances and financing Profit before taxation Tax expense Profit for the year Other comprehensive expense, net of income tax Net profit/(loss) on revaluation of financial investments available-for-sale Other comprehensive income/(expense) for the year, net of income tax Total comprehensive income for the year Profit for the year attributable to: Owner of the Bank Total comprehensive income attributable to: Owner of the Bank Earnings per share - basic (sen) The notes on pages 44 to 133 are an integral part of these financial statements. 26 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 041 t Statements Of Changes In Equity for the financial year ended 31 December 2011 Attributable to owner of the Bank Non-distributable Share Note Share Distributable Statutory Fair Value Retained Total Capital Premium Reserve Reserve Profits Reserves Total Group and Bank RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 At 1 January 20 1 0 121,697 380,303 121,697 9,480 2,609,155 3,120,635 3,242,332 Fair value of available-for-sale financial assets - - - (16,110) - (16,110) (16,110) Total other comprehensive expense for the year - - - (16,110) - (16,110) (16,110) Profit for the year - - - - 639,253 639,253 639,253 Total comprehensive (expense)/ income for the year - - - (16,110) 639,253 623,143 623,143 - - - - (250,000) (250,000) (250,000) - - - - (250,000) (250,000) (250,000) At 31 December 20 1 0 121,697 380,303 121,697 (6,630) 2,998,408 3,493,778 3,615,475 At 1 January 20 1 1 121,697 380,303 121,697 (6,630) 2,998,408 3,493,778 3,615,475 Fair value of available-for-sale financial assets - - - 14,017 - 14,017 14,017 Total other comprehensive income for the year - - - 14,017 - 14,017 14,017 Profit for the year - - - - 689,863 689,863 689,863 14,017 689,863 703,880 703,880 - - - - (300,000) (300,000) (300,000) - - - - (300,000) (300,000) (300,000) 121,697 380,303 121,697 7,387 3,388,271 3,897,658 4,019,355 Dividends to owner of the Bank 27 Total contribution to owner Total comprehensive income for the year Dividends to owner of the Bank Total contribution to owner At 31 December 20 1 1 27 Note 17 The notes on pages 44 to 133 are an integral part of these financial statements. Note 18 042 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r Statements Of Cash Flows for the financial year ended 31 December 2011 Group Bank 20 1 1 20 1 0 20 1 1 2010 RM’000 RM’000 RM’000 RM’000 855,193 833,606 855,193 833,606 (3,047) (2,095) (3,047) (2,095) 144,741 200,995 144,741 200,995 3,204 9,164 3,204 9,164 35,713 32,775 35,713 32,775 (28) (58) (28) (58) (977) (917) (977) (917) (13,063) (58,470) (13,063) (58,470) 1,023 178 1,023 178 1,022,759 1,015,178 1,022,759 1,015,178 Cash flows from operating activities Profit before taxation Adjustments for: Amortisation of premium less accretion of discount of financial investments available-for-sale Allowance for bad and doubtful debts (net of write-back) Profit equalisation reserve Depreciation Dividends from unquoted investment securities Unrealised gain from revaluation of financial assets held-for-trading Gain from disposal of financial investments available-for-sale Loss on disposal of plant and equipment Operating profit before working capital changes Changes in working capital: Deposits and placements with banks and other financial institutions (705,013) 516,792 (705,013) 516,792 Securities purchased under resale agreements (814,576) (404,417) (814,576) (404,417) Financial assets held-for-trading Loans, advances and financing Other assets (483,409) 475,226 (483,409) 475,226 (1,021,253) (1,235,317) (1,021,253) (1,235,317) 70,252 (251,758) 70,252 (251,758) Statutory deposits with Bank Negara Malaysia (398,080) 5,200 (398,080) 5,200 Deposits from customers 1,262,723 (1,040,220) 1,262,723 (1,040,220) Deposits and placements of banks and other financial institutions 5,454,172 (1,371,985) 5,454,172 (1,371,985) Bills and acceptances payable Other liabilities 15,779 (28) 15,779 (28) (314,601) 716,483 (314,601) 716,483 Cash generated from/(used in) operating activities 4,088,753 (1,574,846) 4,088,753 (1,574,846) Income taxes paid (162,621) (222,611) (162,621) (222,611) Net cash generated from/(used in) operating activities 3,926,132 (1,797,457) 3,926,132 (1,797,457) The notes on pages 44 to 133 are an integral part of these financial statements. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 043 t Statements Of Cash Flows for the financial year ended 31 December 201 1 Group Bank 20 1 1 20 1 0 20 1 1 2010 RM’000 RM’000 RM’000 RM’000 28 58 28 58 (49,183) (79,781) (49,183) (79,781) 324 711 324 711 (7,311,535) (7,068,298) (7,311,535) (7,068,298) Cash flows from investing activities Dividend from investment securities Purchase of plant and equipment Proceeds from disposal of plant and equipment Purchase of financial investments available-for-sale Redemption of financial investments available-for-sale 499,387 - 499,387 - Proceeds from disposal of financial investments available-for-sale 4,722,254 9,361,821 4,722,254 9,361,821 Net cash (used in)/generated from investing activities (2,138,725) 2,214,511 (2,138,725) 2,214,511 (300,000) (250,000) (300,000) (250,000) - (400,000) - (400,000) (300,000) (650,000) (300,000) (650,000) 1,487,407 (232,946) 1,487,407 (232,946) 10,481,033 10,713,979 10,481,013 10,713,959 11,968,440 10,481,033 11,968,420 10,481,013 Cash flows from financing activities Dividend paid to owner Repayment of subordinated loan Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December (Note 3) The notes on pages 44 to 133 are an integral part of these financial statements. 044 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s Citibank Berhad is a public limited liability company, incorporated and domiciled in Malaysia. The address of both its principal place of business and registered office of the Bank is as follows: • Amendments to FRS 7, Financial Instruments: Disclosures – Transfers of Financial Assets • Amendments to FRS 1 1 2 , Income Taxes – Deferred Tax: Recovery of Underlying Assets 45th Floor, Menara Citibank 1 65 Jalan Ampang 50450 Kuala Lumpur FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 20 12 • Amendments to FRS 101, Presentation of Financial Statements – Presentation of Items of Other Comprehensive Income The consolidated financial statements of the Bank as at and for the year ended 31 December 2011 comprise the Bank and its subsidiaries (together referred to as the “Group”). FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 20 13 • FRS 10, Consolidated Financial Statements • FRS 11, Joint Arrangements • FRS 12, Disclosure of Interests in Other Entities • FRS 13, Fair Value Measurement • FRS 119, Employee Benefits (2011) • FRS 127, Separate Financial Statements (2011) • FRS 128, Investments in Associates and Joint Ventures (2011) • IC Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine • Amendments to FRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities • Amendments to FRS 7, Financial Instruments: Disclosures – Mandatory Date of FRS 9 and Transition Disclosures The Bank is principally engaged in banking and related financial services that also include Islamic Banking business whilst the principal activities of the subsidiaries are as stated in Note 12 to the financial statements. The immediate holding company is Citigroup Holdings (Singapore) Pte. Ltd., a company incorporated in Singapore and the ultimate holding company is Citigroup Inc., a company incorporated in the United States of America. The financial statements were authorised for issue by the Board of Directors on 1 March 2012. 1. Basis of preparation A. Statement of compliance The financial statements of the Group and the Bank have been prepared in accordance with Financial Reporting Standards (FRS) as modified by Bank Negara Malaysia Guidelines, accounting principles generally accepted and the Companies Act, 1965 in Malaysia. The financial statements also incorporate those activities relating to Islamic Banking which have been undertaken by the Bank. Islamic Banking refers generally to the acceptance of deposits and granting of financing under the Shariah principles. FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 20 14 • Amendments to FRS 132, Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 20 15 • FRS 9, Financial Instruments (2009) • FRS 9, Financial Instruments (2010) The Group’s and the Bank’s financial statements for annual period beginning on 1 January 2012 will be prepared in accordance with the Malaysian Financial Reporting Standards (MFRSs) issued by the MASB and International Financial Reporting Standards (IFRSs). As a result, the Group and the Bank will not be adopting the above FRSs, Interpretations and amendments. The Group and the Bank have not applied the following accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the Group and the Bank: FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 20 1 1 • IC Interpretation 19, Extinguishing Financial Liabilities with Equity Instruments • Amendments to IC Interpretation 14, Prepayments of a Minimum Funding Requirement FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2012 • FRS 124, Related Party Disclosures (revised) • Amendments to FRS 1, First-time Adoption of Financial Reporting Standards – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters B. Basis of measurement The financial statements have been prepared on the historical cost basis except as mentioned in the respective accounting policies notes. C. Functional and presentation of currency The financial statements are presented in Ringgit Malaysia (RM), which is the Group’s and the Bank’s functional currency. All financial information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 1. Basis of preparation (continued) D. Use of estimates and judgements The preparation of financial statements in conformity with the FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements other than those disclosed in the following notes: • Note 2(g) - Impairment losses on loans, advances and financing Collective impairment allowance for loan losses represents management's estimate of probable losses inherent in the portfolio. The allowance is available to absorb probable loan losses inherent in the overall portfolio. The allowance attributed to these loans is established via a process that estimates the probable losses inherent in the portfolio based upon various analysis. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with analysis that reflect current trends and conditions. • Note 2(f) - Fair value estimation for financial assets and liabilities The determination of fair value for financial assets and liabilities for which there is no observable market price that requires the use of valuation techniques as described in accounting policy in Note 2(f)(vi). • Note 19 - Actuarial valuation for employee benefits The liability for the defined benefit plan is recognised as the present value of the defined benefit obligation less the fair value of the Plan’s assets, plus unrecognised actuarial gain, less unrecognised past service cost and unrecognised actuarial losses as described in Note 2(o)(iii). 2. Significant accounting policies The accounting policies set out below have been applied consistently to the periods presented in the financial statements, and have been applied consistently by the Group and the Bank, unless otherwise stated. A. Basis of consolidation i. Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Group and the Bank. Control exists when the Group and the Bank have the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Investments in subsidiaries are measured in the Company’s statements of financial position at cost less any impairment losses, unless the investment is held for sale or distribution. The cost of investments includes transaction costs. The accounting policies of subsidiaries are changed when necessary to align them with the policies adopted by the Group and the Bank. ii. Accounting for business combinations Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group and the Bank. The Group and the Bank have changed its accounting policy with respect to accounting for business combinations. From 1 January 20 1 1 the Group and the Bank have applied FRS 3, Business Combinations (revised) in accounting for business combinations. The change in accounting policy has been applied prospectively in accordance with the transitional provisions provided by the standard and does not have impact on earnings per share. Acquisitions on or after 1 January 20 11 For acquisitions on or after 1 January 2011, the Group and the Bank measure goodwill at the acquisition date as: • The fair value of the consideration transferred; plus • The recognised amount of any non-controlling interests in the acquiree; plus • If the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; plus • The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. 045 046 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) A. iii. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Basis of consolidation (continued) ii. Accounting for business combinations (continued) When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. B. Revenue comprises of gross interest income, commission and other income derived from banking operations. C. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group and the Bank incur in connection with a business combination are expensed as incurred. The calculation of the effective interest rate includes all fees and points paid or received, transaction costs, and discounts or premiums that are an integral part of the effective interest rate. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or liability. When share-based payment awards (replacement awards) are required to be exchanged for rewards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s repayment awards is included in measuring the consideration transferred in the business combination. The determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group and the Bank incurred in connection with business combinations were capitalised as part of the cost of the acquisition. Acquisitions prior to 1 January 2006 For acquisitions prior to 1 January 2006, goodwill represents the excess of the costs of the acquisition over the Group’s and the Bank’s interest in the fair values of the net identifiable assets and liabilities. Interest and financing income and expense Interest income and expense are recognised in the profit or loss using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset or liability. The effective interest rate is established on initial recognition of the financial asset and liability and is not revised subsequently. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Acquisitions between 1 January 2006 and 1 January 2011 For acquisitions between 1 January 2006 and 1 January 2011, goodwill represents the excess of the cost of the acquisition over the Group’s and the Bank’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss. Revenue Interest income and expense presented in the statements of comprehensive income include: • Interest on financial assets and liabilities at amortised cost on an effective interest rate basis • Interest on available-for-sale investment securities on an effective interest rate basis D. Fee and commission income Fee and commission income and expenses that are integral to the effective interest rate on a financial asset or liability are included in the measurement of the effective interest rate. Other fees and commission income, including placement fees, account servicing fees, investment management fees, sales commission, are recognised as the related services are performed. When a loan commitment is not expected to result in the draw-down of a loan, loan commitment fees are recognised on a straight-line basis over the commitment period. When it is probable that a loan commitment will result in a specific lending arrangement, commitment fees are included in the measurement of the effective interest rate. Other fees and commission expense relates mainly to management and service fees, which are expensed as the services are received. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) E. Net trading income Net trading income comprises gains less losses related to trading assets and liabilities, and includes all realised and unrealised fair value changes, interest, dividends and foreign exchange differences. F. Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost using the effective interest method. c. Financial assets and liabilities Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method. i. Initial recognition and measurement A financial instrument is recognised in the statements of financial position when, and only when, the Group or the Bank becomes a party to the contractual provisions of the instrument. A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract. ii. Financial instrument subsequent measurement categories and The Group and the Bank categorise financial instruments as follows: Financial assets a. Financial assets at fair value through profit or loss Fair value through profit or loss category comprises financial assets that are held for trading, including derivatives or financial assets that are specifically designated into this category upon initial recognition. Financial assets categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss. b. Held-to-maturity investments Held-to-maturity investments category comprises debt instruments that are quoted in an active market and the Group or the Bank has the positive intention and ability to hold them to maturity. Loans and receivables Loans and receivables category comprises debt instruments that are not quoted in an active market. d. Available-for-sale financial assets Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss. All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (see Note 2(g)). Financial liabilities All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are held for trading, derivatives or financial liabilities that are specifically designated into this category upon initial recognition. Financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair value with the gain or loss recognised in profit or loss. 047 048 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) F. Financial assets and liabilities (continued) iii. Regular way purchase or sale of financial assets A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned. A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting. Trade date accounting refers to: a. the recognition of an asset to be received and the liability to pay for it on the trade date, and b. derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable from the buyer for payment on the trade date. iv. Derecognition The Group and the Bank derecognise a financial asset when the contractual rights to the cash flows from the financial assets expire, or when they transfer the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Group and the Bank neither transfer nor retain substantially all the risks and rewards of ownership and they do not retain control of the financial asset. Any interest in transferred financial assets that qualify for derecognition that is created or retained by the Group and the Bank are recognised as a separate asset or liability in the statements of financial position. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset transferred), and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss. The Group and the Bank derecognise a financial liability when the contractual obligation is discharged or cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. v. Offsetting Financial assets and liabilities are offset and the net amount reported in the statements of financial position when, and only when, the Group and the Bank have a legal right to set off the amounts and intend either to settle on a net basis or to realise the asset and settle the liability simultaneously. Income and expenses are presented on a net basis only when permitted by the accounting standards, or for gains and losses arising from a group of similar transactions such as in the Group’s and the Bank’s trading activity. vi. Fair value measurement Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction on the measurement date. The determination of fair values of financial assets and financial liabilities is based on quoted market prices or dealer price quotation, for financial instruments traded in active markets without any deduction for transaction cost. The Group and the Bank also use widely recognised valuation models for determining the fair value of common and simpler financial instruments such as options and interest rate and currency swaps. For these financial instruments, inputs into models are market observable. The Group and the Bank use valuation techniques to determine the fair value of financial assets and liabilities where quoted prices in an active market are not available. The valuation techniques used for different financial instruments are selected to reflect how the market would be expected to price the instruments, using inputs that reasonably reflect risk-return factors inherent in the instruments. Depending upon the characteristics of the financial instruments, observable market factors are available for use in most valuations, while other valuations may involve a greater degree of judgement and estimation. The value produced by a model or other valuation technique is adjusted to allow for a number of factors as appropriate, because valuation techniques cannot appropriately reflect all factors market participants take into account when entering into a transaction. Valuation adjustments are recorded to allow for model risks, bid-ask spreads, liquidity risks, as well as other factors. Management believes that these valuation adjustments are necessary and appropriate to fairly state financial instruments carried at fair value on the statements of financial position. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) G. Impairment i. Financial assets (excluding subsidiary companies) investment in At each reporting date, the Group and the Bank assess whether there is objective evidence that financial assets not carried at fair value through profit or loss are impaired. Financial assets categorised as held to maturity and loans and receivables are impaired when objective evidence demonstrates that a loss event has occurred after the initial recognition of the asset, and that the loss event has an impact on the future cash flows on the asset that can be estimated reliably. Impairment losses are measured as the difference between the carrying amount of the financial assets and the present value of estimated cash flows discounted at the assets’ original effective interest rate. The Group and the Bank assess whether objective evidence of impairment exists individually for financial assets that are individually significant. For financial assets that are not individually significant, assessment of objective evidence of impairment is done individually or/and collectively. Objective evidence that a loan or a loan portfolio is impaired includes observable data that could include the following loss events: • • • • • significant financial difficulty of the issuer or obligor; a breach of contract, such as a default or delinquency in interest or principal payments; it becomes probable that the borrower will enter bankruptcy or other financial reorganisation; observable data relating to a portfolio of financial assets such as: i) adverse changes in the payment status of borrowers in the portfolio; and ii) national or local economic conditions that correlate with defaults on the assets in the portfolio. the disappearance of an active market for a security. If the Group and the Bank determine that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a separate collective assessment of impairment. For the purposes of the collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics by using a grading process that considers obligor type, industry, geographical location, collateral type, past-due status and other relevant factors. These characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the likelihood of receiving all amounts due under a facility according to the contractual terms of the assets being evaluated. In assessing the collective impairment, the Group and the Bank use methods as listed below depending on the loan portfolio:i) Statistical modeling of historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether the current economic and credit conditions are such that the actual losses incurred are likely to be greater or less than suggested historical modeling. Default rates, loss rates and expected timing of future recoveries are regularly benchmarked against actual outcomes to ensure they remain appropriate; ii) Based upon historical delinquency flow rates, charge-off statistics and loss severity, adjusted for management’s judgement as to whether current economic and credit conditions are such that actual losses are likely to be greater or less than suggested by historical modeling. Losses are recognised in the profit or loss and reflected in an allowance account against loans and advances. Under the revised policy issued by BNM on Classification and Impairment Provisions for Loan Financing, if the repayment conduct of the loan is past due for more than 90 days of either principal, interest or both, the loan shall be classified as impaired. The Group and the Bank apply this policy in addition to the above when determining if a loan is impaired. An impairment loss in respect of financial investments available-for-sale is recognised in profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity and recognised to profit or loss. 049 050 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) G. losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised. Impairment (continued) i. Financial assets (excluding investment in subsidiary companies) (continued) An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Impairment losses recognised in profit or loss for an investment in an equity instrument is not reversed through profit or loss. H. Securities purchased under resale agreements are securities which the Group and the Bank had purchased with a commitment to resell at future dates. The commitment to resell the securities is reflected as an asset on the statements of financial position. If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss. Conversely, obligations on securities sold under repurchase agreements are securities which the Group and the Bank have sold from its portfolio, with a commitment to repurchase at future dates. Such financing transactions and the obligations to repurchase the securities in its entirety are reflected as a liability on the statements of financial position. The securities sold under repurchase agreements are treated as pledged assets and continue to be recognised as assets in the statements of financial position. ii. Other assets The carrying amounts of other assets (except for deferred tax asset and assets arising from employee benefits) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. I. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss. Impairment losses recognised in respect of cash-generating units are allocated to reduce the carrying amount of the other assets in the unit (groups of units) on a prorata basis. Impairment Cash and cash equivalents Cash and cash equivalents consist of cash and bank balances and short term funds that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value, with original maturity within one month. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Repurchase and resale agreement Cash and cash equivalents are categorised and measured as loans and receivables in accordance with policy Note 2(f) and carried at amortised cost in the statements of financial position. J. Plant and equipment i. Recognition and measurement Items of plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to its location and working condition for its intended use, and the costs of dismantling and removing the assets and restoring the site on which the assets are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) J. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. Plant and equipment (continued) i. Recognition and measurement (continued) When significant parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment. Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of plant and equipment and are recognised net within “other income” or “other operating expenses” respectively in the profit or loss. ii. Operating lease Leases, where the Group or the Bank does not assume substantially all the risks and rewards of the ownership are classified as operating leases and, the leased assets are not recognised on statements of financial position. ii. Subsequent costs The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and the Bank and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to profit or loss. The costs of the day-to-day servicing of plant and equipment are recognised in the profit or loss as incurred. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred. iii. Depreciation Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group and the Bank will obtain ownership by the end of the lease term. The estimated useful lives for the current and comparative periods are as follows: • building 40 years - 50 years • installations 8 years - 14 years • furniture and equipment 2 years - 10 years Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at end of the reporting period. K. Assets under lease i. Finance lease Leases in terms of which the Group or the Bank assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. L. Bills and acceptances payable Bills and acceptances payable represent the Group’s and the Bank's own bills and acceptances rediscounted and outstanding in the market. M. Foreign currency Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at reporting period are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments, which are recognised in other comprehensive income. 051 052 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) N. Income tax Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in the profit or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statements of financial position and their tax bases. Deferred tax is measured at the tax rates that are expected to apply to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. A tax incentive that is not a tax base of an asset is recognised as a reduction of the expense in profit or loss as and when it is granted or claimed. Any unutilised portion of the tax incentive is recognised as a deferred tax asset to the extent that it is probable that future taxable profits will be available against which the unutilised tax incentive can be utilised. O. Employee benefits i. Short-term employee benefits Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit sharing plans if the Group and the Bank have a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. The Group and the Bank contribute to the Employees Provident Fund (“EPF”) for eligible employees on a monthly basis. Obligations for contributions to EPF are recognised as an expense in the statements of comprehensive income in the year to which they relate. Once the contributions have been paid, the Group and the Bank have no further payment obligations. ii. Defined contribution plan In addition to the contribution requirement by law, the Group and the Bank are contributing additional amounts for those employees eligible under the defined contribution plan. The contribution is made to Citibank Malaysia Official Staff Retirement Plan ("the Plan") and is recognised as an expense in the statements of comprehensive income as incurred. iii. Defined benefit plan The Bank and certain related companies contribute to the Citibank Malaysia Official Staff Retirement Plan ("the Plan") for eligible officers. Contributions are made based on an external actuarial report to the Plan, which is a defined benefit scheme and defined contribution scheme (as explained in item (ii) above), and is funded to the extent permitted by tax allowable Bank contributions. The amount recognised in the statements of financial position represents the present value of the defined benefit obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service costs, and reduced by the fair value of the Plan’s assets. The benefit is calculated using the Projected Unit Credit Method in order to determine its present value. Any asset resulting from this calculation is limited to the net total of any unrecognised actuarial losses and past service costs, and the present value to any economic benefits in the form of refunds or reductions in future contributions to the fund. Amortisation of unrecognised gains or losses are included as a component of the annual expense for a year if, as of the beginning of the year, that cumulative net unrecognised gains or losses exceeds 10% of the greater of the Plan’s liability or value of the Plan’s assets. If amortisation is required, the amortisation is that excess divided by the expected average remaining working lives of the employees participating in the Plan. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 053 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 2. Significant accounting policies (continued) O. P. Foreclosed properties are those acquired in full or partial satisfaction of debts, are stated at cost less accumulated impairment losses. Employee benefits (continued) iii. Defined benefit plan (continued) When the benefits of the Plan are improved, the portion of the increased benefit relating to past service by employees is recognised as an expense in the profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefit vests immediately, the expense is recognised in profit or loss. Q. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Group and the Bank revise its estimates of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the profit or loss. Provisions A provision is recognised if, as a result of a past event, the Group and the Bank have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. iv. Share-based compensation The Group and the Bank participate in equity-settled and cash-settled share based compensation plan for the employees that is offered by the ultimate holding company, Citigroup Inc.. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the profit or loss over the vesting periods of the grant Foreclosed properties R. Deposits from customers and deposits and placements of banks and financial institutions Deposits from customers are stated at placement values and adjusted for accrued interest. Deposits and placements of banks and financial institutions are stated at placement values. S. Profit equalisation reserves (“PER”) PER is the amount appropriated out of the total Islamic Banking gross income in order to maintain a certain level of return to depositors which is as stipulated by Bank Negara Malaysia Circular on “The Framework of the Rate of Return”. PER is deducted from the total Islamic Banking gross income in deriving the net distributable gross income. The amount appropriated is shared by the depositors and the Group or the Bank. 3. Cash and short term funds Group Cash and balances with banks and other financial institutions Money at call and deposit placements maturing within one month Bank 20 1 1 20 1 0 20 1 1 2010 RM’000 RM’000 RM’000 RM’000 61,830 61,683 61,810 61,663 11,906,610 10,419,350 11,906,610 10,419,350 11,968,440 10,481,033 11,968,420 10,481,013 4. Deposits and placements with banks and other financial institutions Group and Bank Licensed banks 2011 2010 RM’000 RM’000 1,516,673 811,660 054 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 5. Financial assets held-for-trading Group and Bank 20 1 1 2010 At fair value RM’000 RM’000 Malaysian Government Treasury Bills 101,468 101,520 1,004,580 130,739 13,572 136,604 1,217,229 1,468,506 - 15,094 2,336,849 1,852,463 Malaysian Government Securities Malaysian Government Investment Issues Bank Negara Malaysia Bills/Notes Corporate Notes/Private debt securities 6. Financial investments available-for-sale Group and Bank At fair value Malaysian Government Treasury Bills/Securities* Bank Negara Malaysia Bills Malaysian Government Investment Issues Yankee bonds/US bonds 2011 2010 RM’000 RM’000 3,368,908 2,202,157 - 227,218 1,849,101 537,506 - 131,108 5,218,009 3,097,989 7,499 7,499 5,225,508 3,105,488 At cost Unquoted securities * Malaysian Government Securities of the Group and the Bank amounting to RM130 million at 31 December 20 1 0 was utilised to meet the Statutory Reserve Requirement as further explained in Note 1 0. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 055 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 7. Loans, advances and financing i. By type Group and Bank Overdrafts Term loans/financing - housing loans/financing - hire purchase receivables - lease receivables - other term loans/financing Bills receivable Trust receipts Claims on customers under acceptance credits Staff loans 20 1 1 2010 RM’000 RM’000 298,496 243,261 9,192,709 9,827,111 1,592 3,175 698 3,678 1,474,378 1,266,750 954,240 458,410 15,671 14,147 1,125,751 1,111,455 94,091 101,585 182,814 189,523 Credit cards receivables 5,951,843 5,702,121 Revolving credit 1,676,429 1,197,043 3,491 - 20,972,203 20,118,259 (30,185) (38,615) 20,942,018 20,079,644 - Collective assessment allowance (365,325) (369,357) - Individual assessment allowance (219,436) (229,542) 20,357,257 19,480,745 649,573 299,856 Share margin financing Other loans Unearned interest and income Gross loans, advances and financing Less: Allowance for impaired loans, advances and financing Net loans, advances and financing ii. By type of customer Domestic non-bank financial institutions - others Domestic business enterprises - small and medium enterprises 454,908 408,123 - others 3,662,378 2,727,556 Individuals 15,958,134 16,365,585 217,025 278,524 20,942,018 20,079,644 Foreign entities 056 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 7. Loans, advances and financing (continued) iii. By interest/profit rate sensitivity Group and Bank 20 1 1 2010 RM’000 RM’000 823,612 887,577 Fixed rate Housing loans/financing Hire purchase receivables 1,592 3,175 10,028,423 8,977,936 BLR plus 9,229,388 9,825,153 Cost plus 859,003 385,803 20,942,018 20,079,644 105,178 35,022 18,991 7,708 2,409,876 1,710,646 Electricity, gas and water 86,890 32,295 Construction 45,704 46,104 Other fixed rate loans/financing Variable rate iv. By sector Primary agriculture Mining and quarrying Manufacturing (including agriculture based) Wholesale, retail trade, restaurants and hotels 921,901 840,970 Transport, storage and communication 301,573 137,600 Finance, insurance, real estate and business services 800,246 512,027 16,160 19,933 - consumption credit 6,501,532 6,246,231 - residential Education, health and others Household v. 9,001,842 9,623,221 - purchase of securities 182,813 189,523 - others 271,947 306,610 Other sectors 277,365 371,754 20,942,018 20,079,644 182,813 189,523 9,584,491 10,243,017 5,406 9,545 By purpose Purchase of securities Purchase of landed property Purchase of fixed assets excluding land and building Personal use Credit card Construction 660,946 698,800 5,951,859 5,702,122 22,009 8,562 Working capital 4,446,136 3,214,786 Other purposes 88,358 13,289 20,942,018 20,079,644 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 057 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 7. Loans, advances and financing (continued) vi. Residual contractual maturity Group and Bank Maturing within one year One to five years Over 5 years 20 1 1 2010 RM’000 RM’000 10,620,013 6,711,434 714,320 3,099,068 9,607,685 10,269,142 20,942,018 20,079,644 20,942,018 20,079,644 vii. By geographical distribution Within Malaysia 8. Impaired loans, advances and financing i. Movements in impaired loans, advances and financing are as follows: Group and Bank At 1 January Classified as impaired during the year 20 1 1 2010 RM’000 RM’000 540,814 491,317 727,676 724,457 Reclassified as performing during the year (384,262) (325,418) Amount recovered (231,379) (178,916) Amount written off (162,312) (170,626) At 31 December Individual assessment allowance Net impaired loans, advances and financing 490,537 540,814 (219,436) (229,542) 271,101 311,272 1.31% 1.57% Ratio of net impaired loans and financing to gross loans and financing less individual assessment allowance 058 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 8. Impaired loans, advances and financing (continued) ii. Movements in impairment provisions for loans, advances and financing are as follows (continued): Group and Bank 20 1 1 2010 RM’000 RM’000 369,357 360,407 (4,032) 8,950 365,325 369,357 1.76% 1.86% 229,542 221,588 Collective assessment allowance At 1 January (Written back)/Allowance made during the year, net At 31 December As % of gross loans, advances and financing less individual assessment allowance Individual assessment allowance At 1 January Allowance made during the period 16,888 34,644 (19,418) (12,984) (7,576) (13,706) 219,436 229,542 7,328 8,937 373 - Manufacturing (including agriculture based) 32,041 36,178 Construction 14,934 17,026 Wholesale, retail trade, restaurants and hotels 18,082 20,070 84 104 9,970 12,081 Written back during the year Written off during the year At 31 December iii. Impaired loans, advances and financing by sector Primary agriculture Mining and quarrying Transport, storage and communication Finance, insurance, real estate and business services Household - consumption credit - residential - purchase of securities Other purposes 86,539 116,112 299,025 307,265 20,475 20,795 1,686 2,246 490,537 540,814 490,537 540,814 iv. Impaired loans, advances and financing by geographical distribution Within Malaysia C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 059 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 9. Other assets Group and Bank Interest/Income receivable 20 1 1 2010 RM’000 RM’000 66,174 45,880 Other debtors, deposits and prepayments 414,094 264,640 Derivative assets (Note 30) 820,647 1,007,240 5,097 - 1,306,012 1,317,760 Tax recoverable 10. Statutory deposits with Bank Negara Malaysia The non-interest bearing statutory deposits are maintained with Bank Negara Malaysia (“BNM”) in compliance with Section 37(1)(c) of the Central Bank of Malaysia Act 1958 (revised - 1994) to satisfy the Statutory Reserve Requirement (“SRR”), the amount of which is determined as a set percentage of total eligible liabilities. In accordance with BNM’s circular titled “Regulatory Treatment related to the Statutory Reserve Requirement Incentive for Principal Dealers and Islamic Principal Dealers” issued on 10 July 2009, the Bank being a principal dealer appointed by BNM, is allowed to utilise Malaysia Government Securities (“MGS”) holdings to meet the SRR. As at 31 December 2010, MGS of the Group and the Bank with nominal amount of RM130 million are utilised for SRR determination purposes. These securities are classified under financial investments available-for-sale (Note 6). 11. Deferred tax assets Deferred tax assets and liabilities are attributable to the followings: At 1 January 2010 Recognised in profit or loss Recognised in other comprehensive income At 31 December 2010 Plant and equipment Capital allowances Provisions Reserves - Available -for-sale securities Total RM’000 RM’000 RM’000 RM’000 (8,539) 66,830 (3,149) 55,142 (11,055) 9,586 - (1,469) - - 5,627 5,627 (19,594) 76,416 2,478 59,300 060 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 11. Deferred tax assets (continued) Plant and equipment Capital allowances Provisions Reserves - Available -for-sale securities RM’000 Total RM’000 RM’000 RM’000 At 1 January 2011 Recognised in profit or loss Recognised in other comprehensive income (19,594) (260) - 76,416 (53,304) - 2,478 (4,940) 59,300 (53,564) (4,940) At 31 December 2011 (19,854) 23,112 (2,462) 796 Deferred tax assets and liabilities are offset above as there is a legally enforceable right to set off current tax assets against current tax liabilities. The recognised deferred tax assets and liabilities are as follows: Group and Bank Plant and equipment - capital allowances Provisions Fair value of available-for-sale securities 20 1 1 2010 RM’000 RM’000 (19,854) 23,112 (2,462) (19,594) 76,416 2,478 796 59,300 12. Investments in subsidiary companies Bank Unquoted shares at cost – in Malaysia 20 1 1 2010 RM’000 RM’000 20 20 Details of the wholly owned subsidiaries are as follows: Name of subsidiary Citigroup Nominee (Malaysia) Sdn. Bhd. Citigroup Nominees (Tempatan) Sdn. Bhd.* Citigroup Nominees (Asing) Sdn. Bhd.* Principal activity Effective Ownership Interest Country of incorporation 20 1 1 2010 Nominee company Malaysia 100% 100% Nominee company Malaysia 100% 100% Nominee company Malaysia 100% 100% * Wholly owned by Citigroup Nominee (Malaysia) Sdn. Bhd. All income and expenditure arising from the activities of the subsidiaries have been recognised in the Bank’s statement of comprehensive income. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 061 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 13. Plant and equipment Installations Furniture and equipment Total RM’000 RM’000 RM’000 RM’000 5,877 88,041 247,073 340,991 Additions 357 9,427 69,997 79,781 Disposals - (142) (3,502) (3,644) Write offs - (56) - (56) Reclassification - (133) 133 - 6,234 97,137 313,701 417,072 Group and Bank Cost At 1 January 20 10 At 31 December 2010/1 January 2011 Building on leasehold land Additions 347 22,489 26,347 49,183 Disposals - (5,499) (9,261) (14,760) Write offs - - (843) (843) 6,581 114,127 329,944 450,652 3,644 79,696 194,987 278,327 367 5,420 26,988 32,775 Disposals - (112) (2,643) (2,755) Written offs - (56) - (56) Reclassification - (35) 35 - 4,011 84,913 219,367 308,291 462 6,490 28,761 35,713 Disposals - (5,412) (8,002) (13,414) Written offs - - (843) (843) 4,473 85,991 239,283 329,747 At 1 January 2010 2,233 8,345 52,086 62,664 At 31 December 2010/1 January 2011 2,223 12,224 94,334 108,781 At 31 December 2011 2,108 28,166 90,631 120,905 At 31 December 2011 Depreciation At 1 January 2010 Charge for the year At 31 December 2010/1 January 2011 Charge for the year At 31 December 2011 Carrying amounts 062 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 14. Deposits from customers i. By type of deposit Group and Bank 20 1 1 2010 RM’000 RM’000 10,026,162 9,869,460 935,372 837,370 Fixed deposits 9,559,230 11,583,915 Other deposits 9,444,737 6,393,953 Negotiable instruments of deposit 75,917 80,002 Others - cash collateral 10,168 24,163 30,051,586 28,788,863 Demand deposits Saving deposits ii. Maturity structure of fixed deposits, other deposits and negotiable instruments of deposit are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 Due within six months 15,085,525 13,005,161 Six months to one year 3,395,429 4,412,942 One year to three years 372,522 338,543 Three years to five years 226,408 101,224 - 200,000 19,079,884 18,057,870 Over five years iii. By type of customer Group and Bank Government and statutory bodies 20 1 1 2010 RM’000 RM’000 177,664 27,368 17,418,167 15,065,326 Individuals 9,795,376 10,241,578 Others 2,660,379 3,454,591 30,051,586 28,788,863 Business enterprises t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 063 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 15. Deposits and placements of banks and other financial institutions Group and Bank Licensed banks Licensed finance companies 20 1 1 2010 RM’000 RM’000 7,777,097 2,046,727 - 276,198 7,777,097 2,322,925 16. Other liabilities Group and Bank Interest/Profit payable Other creditors and accruals Provision for retirement benefits (Note 19) Profit Equalisation Reserve (Note 37(l)) 20 1 1 2010 RM’000 RM’000 81,090 106,294 1,673,582 1,640,664 701 372 12,391 9,187 - 45,765 769,950 1,044,120 2,537,714 2,846,402 Group and Bank Number of shares Amount Number of shares Taxation Derivative liabilities (Note 30) 17. Share capital Amount 20 1 1 20 1 1 20 1 0 2010 RM’000 ’000 RM’000 ’000 Authorised 500,000 500,000 500,000 500,000 Issued and fully paid 121,697 121,697 121,697 121,697 Ordinary shares of RM1 each: 18. Reserves Group and Bank 20 1 1 2010 RM’000 RM’000 Share premium 380,303 380,303 Statutory reserve 121,697 121,697 Fair value reserve 7,387 (6,630) 3,388,271 2,998,408 3,897,658 3,493,778 Retained profits 064 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 18. Reserves (continued) The share premium arose from the issuance of 12 1,696 ,972 ordinary shares of RM1 each at an issue price of RM4.125 per share. The statutory reserve is maintained in compliance with Section 36 of the Banking and Financial Institutions Act 1989 and is not distributable as cash dividends. No transfers were made to the statutory reserve during the year as the Bank has met the reserve requirements. The fair value reserve is in respect of unrealised fair value gains and losses on financial investments available-for-sale. Subject to agreement by the Inland Revenue Board, the Bank has Section 1 08 tax credit and tax exempt income to frank approximately RM1.66 billion of its distributable reserves at 31 December 20 1 1 if paid out as dividends. The Finance Act 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit balance as at 31 December 2007 will be available to the Bank until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier. 19. Employee benefits i. Retirement benefits The amounts recognised in the statements of financial position are as follows: Group and Bank Present value of the funded obligation Fair value of plan assets Unrecognised past service costs Unrecognised actuarial gains Liability recognised in statements of financial position 20 1 1 2010 RM’000 RM’000 35,439 34,633 (37,343) (37,488) (1,904) (2,855) (12) (20) 2,617 3,247 701 372 The Group and the Bank make contributions to a fully funded defined benefit scheme for its employees. Contributions to the fund are made to a separately administered fund. Under the fund, eligible employees are entitled to one and a half month of the final/last drawn salary multiplied by the Plan service not in excess of 40 upon attainment of the retirement age of 55. For employees who leave before the attainment of the retirement age, the retirement benefit will be computed based on the scale rate stipulated in the rules of the Fund. On 1 January 2007, majority of the Plan members’ benefits accrued under the Defined Benefit Plan were converted to the new Defined Contribution Plan. Only those staff who satisfied the criteria below, will continue to be maintained under the Defined Benefit Plan. a. Age as at 31 December 2006: at least 40 years b. Years of service as at 31 December 2006: at least 5 years c. Sum of age and years of service as at 31 December 2006: at least 55 years C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 065 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 19. Employee benefits (continued) i. Retirement benefits (continued) Plan assets comprise: Group and Bank 20 1 1 2010 RM’000 RM’000 Equities 9,709 10,984 Property 15,796 15,782 Securities 9,971 9,597 Others 1,867 1,125 37,343 37,488 Movement in the present value of the defined benefit obligations: Group and Bank 20 1 1 2010 RM’000 RM’000 Defined benefit obligations at 1 January 34,633 34,093 Benefits paid by the plan (2,315) (2,002) Current service costs and interest 3,323 3,376 Actuarial gains (202) (834) 35,439 34,633 Defined benefit obligations at 31 December Movement in the fair value of plan assets: Group and Bank Fair value of plan assets at 1 January Contributions paid into the plan Benefits paid by the plan 20 1 1 2010 RM’000 RM’000 37,488 25,972 426 2,151 (2,315) (2,002) Expected return on plan assets 2,577 1,765 Actuarial (losses)/gains (833) 9,602 37,343 37,488 Fair value of plan assets at 31 December 066 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 19. Employee benefits (continued) i. Retirement benefits (continued) The amounts recognised in the statements of comprehensive income are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 1,559 1,764 1,583 1,793 (2,577) (1,765) Net actuarial loss recognised in the year - 618 Prior service costs 9 11 755 2,240 1,745 11,367 Current service costs Interest cost Expected return on plan assets Amount included under “personnel costs” Actual return on plan assets Movement in the net liability recognised in the statements of financial position are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 372 283 Opening net liability as at 1 January Recommended expenses as above Contributions paid 755 2,240 (426) (2,151) 701 372 The latest valuation of the Defined Benefit Plan as at 31 December 2011 was conducted by Towers Watson (Malaysia) Sdn. Bhd.. The unfunded portion of the total liability will continue to be borne by Citibank Berhad. Projected unit credit method is used to calculate the actuarial present value of promised retirement benefits. Principal actuarial assumptions used at the reporting date (expressed as weighted averages): Group and Bank 20 1 1 2010 Discount rate 5.00% 5.25% Rate of increase in salary levels 7.00% 7.00% Expected long-term rate of return on plan assets 6.50% 7.00% Price inflation 3.50% 3.50% Assumptions regarding future mortality are based on published statistics and mortality tables. The average life expectancy of an individual retiring is at the age of 55 years. The overall expected long-term rate of return on assets is 6.5% per annum. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 067 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 19. Employee benefits (continued) i. Retirement benefits (continued) Historical information Group and Bank Present value of the defined benefit obligation Fair value of plan assets (Surplus)/Deficit in the plan Experience adjustments arising on plan assets - losses/(gains) Experience adjustments arising on plan liabilities - (gains)/losses Assumption adjustment on plan liabilities - losses 20 1 1 20 1 0 20 0 9 20 0 8 2007 RM’000 RM’000 RM’000 RM’000 RM’000 35,439 34,633 34,093 26,926 25,282 (37,343) (37,488) (25,972) (18,991) (21,295) (1,904) (2,855) 8,121 7,935 3,987 833 (9,602) (2,127) 2,774 (1,132) (686) (1,342) 4,850 36 1,037 484 508 566 1,262 1,251 The Group and the Bank expected RM865,040 contribution to be paid to the funded defined benefit plan in year 2012. ii. Share option plan The Group and the Bank have a number of stock option programmes for its officers and employees as part of a discretionary award package. Options are granted on Citigroup Inc. stock at the market value denominated in US dollar at the time of grant. Option granted in October 2011 has a six year term and will vest 33% each year over a three years period, provided the staff remains continuously employed in the Group and the Bank. Group and Bank Outstanding at 1 January Granted Exercised Transfer in/(out) 20 1 1 2010 677,773 763,500 - - (393) - 21,388 (17,956) Lapsed/Cancelled (36,833) (67,771) Outstanding at 31 December 661,935 677,773 068 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 19. Employee benefits (continued) ii. Share option plan (continued) Details of share options granted during the year: Group and Bank 20 1 1 2010 Expiry dates - - Average grant price per ordinary share (RM) - - Aggregated proceeds if shares are issued (RM’000) - - Details of share options exercised during the year: Year of expiry Average exercise price per ordinary share (RM) Aggregated issue proceeds (RM’000) Fair value at date of vesting (RM’000) 2014 - 12.97 - 5 - 2,399 - Terms of the options outstanding at 31 December: Group and Bank 20 1 1 2010 Exercise price RM 152.78 - 26,401 Aug 2011 RM 136.32 - 2,681 Jan 2012 RM 155.47 415 - Jan 2012 RM 150.84 - 414 Feb 2012 RM 133.82 26,980 - Feb 2012 RM 144.33 1,839 - Feb 2012 RM 129.19 - 1,839 Feb 2012 RM 129.85 - 28,220 Aug 2012 RM 107.74 750 - Jan 2013 RM 167.68 - 635 Jan 2013 RM 172.82 635 - Jan 2014 RM 75.39 - 11,992 Jan 2014 RM 77.70 11,188 - Oct 2015 RM 12.58 - 605,591 Oct 2015 RM 12.97 620,128 - 661,935 677,773 Expiry dates Jan 2011 iii. Share capital accumulation plan (CAP) The Group and the Bank have a number of capital accumulation programmes for its officers and employees. The Core CAP is a discretionary award of restricted shares. The number of CAP shares in a Core CAP award is calculated using a 25% discount from the market price of Citigroup common stock. Supplemental CAP is a discretionary retention award programme composed of an award of CAP shares. The difference between Supplemental CAP award and a Core CAP award is that generally, a Supplementary CAP is given in addition to the discretionary award package and the number of shares awarded will not be based on a discount from the market price of Citigroup common stock. CAP granted in 2011 typically vest 25% each year for four years, with the first vesting date occurring 12 months after the grant date. Shares acquired upon exercise of a CAP option generally may not be sold for two years following the exercise date. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 069 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 19. Employee benefits (continued) iii. Share capital accumulation plan (CAP) (continued) Group and Bank 20 1 1 2010 Outstanding at 1 January 606,369 445,663 Granted 297,605 460,841 Vested 20,438 8,299 Lapsed/cancelled (220,324) (303,233) Net transferred out (218,563) (5,201) 485,525 606,369 Outstanding at 31 December Details of CAP granted during the year: Group and Bank 20 1 1 2010 Jan 17, 2015 Oct 19, 2014 Average grant price per ordinary share (RM) 15.95 12.54 Aggregated proceeds if shares are issued (RM’000) 4,748 5,781 Expiry dates Details of CAP vested during the year: Average exercise price per ordinary share (RM) 25.02 13.44 Aggregated issue proceeds (RM’000) 6,171 10,629 Fair value at date of vesting (RM’000) 2,745 4,076 Terms of the CAP outstanding at 31 December: Group and Bank Year of expiry 20 1 1 2010 Grant price Jan 2011 RM 167.93 - 41,071 Jan 2012 RM 62.76 19,602 - Jan 2012 RM 83.68 7,004 - Jan 2012 RM 81.19 - 133,553 Oct 2012 RM 47.96 497 - Oct 2012 RM 46.53 - 1,990 Jan 2013 RM 14.85 94,804 - Jan 2013 RM 14.41 - 194,155 Jan 2014 RM 11.17 140,932 - Jan 2014 RM 10.84 - 209,405 Jan 2015 RM 15.95 222,686 - Jan 2015 RM 12.86 - 26,195 485,525 606,369 070 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 20. Interest income Group and Bank 20 1 1 2010 RM’000 RM’000 1,217,598 1,209,905 45,277 36,087 247,359 158,914 Loans and advances - Interest income other than recoveries from impaired loans - Recoveries from impaired loans Money at call and deposit placements with financial institutions Financial assets held-for-trading 50,702 39,944 Financial investments available-for-sale 84,187 109,320 Securities purchased under resale agreements 28,367 2,138 1,673,490 1,556,308 Accretion of discount 40,081 19,152 Total interest income 1,713,571 1,575,460 21. Interest expense Group and Bank Deposits and placements of banks and other financial institutions Deposits from customers Others 20 1 1 2010 RM’000 RM’000 31,535 25,592 478,134 350,546 4,975 15,752 514,644 391,890 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 071 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 22. Other operating income Group and Bank 20 1 1 2010 RM’000 RM’000 138,542 177,756 15,202 3,428 Fee income: Commission Service charges and fees Guarantee fees 6,698 7,267 167,817 143,294 Insurance premium and referral 19,578 16,290 Other fee income 36,995 24,464 384,832 372,499 977 917 27,571 16,989 7,332 58,470 28 58 35,908 76,434 161,916 112,533 30,393 33,224 Gain/(Loss) from derivatives 47,157 (21,282) Loss on disposal of plant and equipment (1,023) (178) 238,443 124,297 659,183 573,230 Bankcard fees Trading income: Unrealised gain from revaluation of financial assets held-for-trading Net gain from sales of securities - Financial assets held-for-trading - Financial investments available-for-sale Gross dividends from financial investments available-for-sale Other income: Foreign exchange profit - unrealised gain - realised gain 072 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 23. Other operating expenses Group and Bank 20 1 1 2010 RM’000 RM’000 323,600 235,173 - Contributions to Employees Provident Fund 37,592 33,648 - Staff benefits and other compensations 41,300 86,950 6,927 9,985 409,419 365,756 - Depreciation 35,713 32,775 - Rental of premises 21,526 9,530 - Hire of equipments 2,603 25,583 - Utilities 6,677 5,593 - Others 18,436 3,398 84,955 76,879 44,560 42,641 1,518 1,744 46,078 44,385 179,803 81,215 346 338 Personnel costs - Salaries, allowances and bonuses - Others Establishment costs Marketing expenses - Advertisement and promotional expenses - Others Administrative and general expenses - Processing cost - Auditors’ remuneration - Statutory audit - Other services 191 182 - Stationeries and supplies 6,748 6,049 - Communication expenses 16,055 17,058 4,385 3,641 139,866 162,687 347,394 271,170 887,846 758,190 - Maintenance of office equipment - Others Total other operating expenses t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 073 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 23. Other operating expenses (continued) Group and Bank 20 1 1 2010 RM’000 RM’000 i. CEO and Directors’ remuneration Executive Directors (including CEO) Salary and other remuneration, including meeting allowances 2,314 2,114 Bonuses 971 2,315 Benefits-in-kind 392 318 Share-based payment 830 (489) 300 225 4,807 4,483 3,144 3,534 Non-executive Directors Fees ii. Other key management personnel: - short-term employee benefits Salary and others remunerations Bonuses Benefitsinkind Fees RM’000 RM’000 Total RM’000 RM’000 RM’000 2,314 - 971 392 3,677 Jonathan Christian Larsen - - - - - Tan Sri Dato’ Hj Omar Ibrahim - 100 - - 100 Dato’ Syed Sidi Idid Bin Syed Abdullah Idid - 100 - - 100 Dato’ Siow Kim Lun @ Siow Kim Lin - 100 - - 100 Agnes Liew Yun Chong - - - - - Terence Kent Cuddyre - - - - - 2,314 300 971 392 3,977 Executive Directors and CEO Sanjeev Nanavati Non-executive Directors 074 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 24. Allowance for loans, advances and financing Group and Bank 20 1 1 2010 RM’000 RM’000 Allowance for loans, advances and financing: Individual assessment - allowance made during the year 16,888 34,644 (19,418) (12,984) (4,032) 8,950 - written back (79,678) (68,042) - written off 230,981 238,427 144,741 200,995 - written back Collective assessment - (written back)/allowance made during the financial year, net Impaired loans, advances and financing 25. Taxation Group and Bank 20 1 1 2010 RM’000 RM’000 Malaysian income tax - current year - prior year over provision 220,302 207,671 (108,536) (14,787) 111,766 192,884 (13,956) 1,469 67,520 - 165,330 194,353 Deferred tax expense - Origination and reversal of temporary differences - Prior year over provision A reconciliation of the income tax expense between the statutory tax expense and effective tax expense is as follows:Group and Bank 20 1 1 2010 RM’000 RM’000 Profit before taxation 855,193 833,606 Income tax using Malaysian tax rate of 25% 213,798 208,402 431 715 (7,883) 23 Non-deductible expenses Others Over provision in prior year 206,346 209,140 (41,016) (14,787) 165,330 194,353 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 075 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 26. Earnings per share The earnings per ordinary share has been calculated based on the net profit after taxation of RM6 89, 86 3,0 0 0 (2010 RM6 39, 253,000) divided by the number of ordinary shares of RM 1 each in issue during the year of 1 2 1 , 696 ,972. 27. Dividends Dividends recognised in the current year by the Bank are: Sen per share (net of tax) Total amount RM’000 Date of payment 20 11 Final 2010 ordinary 247 300,000 28 June 2011 20 10 Final 2009 ordinary 205 250,000 25 June 2010 After the reporting period, the following dividend was proposed by the Directors. This dividend will be recognised in subsequent financial period upon approval by the equity holder of the Bank. Final ordinary - 31 December 2011 Sen per share (net of tax) Total amount RM’000 247 300,000 28. Significant related party transactions and balances For the purpose of these financial statements, parties are considered to be related to the Group or the Bank if the Group or the Bank has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Bank and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. The related parties of the Group and the Bank are: (i) Parent companies Parent companies of the Group and the Bank are Citigroup Holdings (Singapore) Pte. Ltd. and Citigroup Inc. (ii) Other related companies Entities which are related by virtue of having Citigroup Holdings (Singapore) Pte. Ltd. or Citibank Overseas Investment Corporation as the holding companies and having Citigroup Inc. as the ultimate holding company. (iii) Key management personnel Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group or the Bank either directly or indirectly. The key management personnel of the Group or the Bank includes all the Directors and certain members of senior management of the Group or the Bank. Key management personnel compensation is disclosed in Note 23. 076 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 28. Significant related party transactions and balances (continued) Transactions and balances with parent companies and other related companies Group and Bank Group and Bank 20 1 1 20 1 0 RM’000 RM’000 RM’000 RM’000 Parent companies Other related companies Parent companies Other related companies Interest on interest bearing deposits 66,901 49,251 48,733 70,600 Other income 24,042 348,784 17,824 185,027 90,943 398,035 66,557 255,627 Income Expenditure Interest on interest bearing deposits - 27,803 - 14,785 14,309 559,225 39,640 305,173 14,309 587,028 39,640 319,958 Interest bearing deposits - 7,542,592 - 4,876,540 Current account balances - 1,522,230 - 641,124 124,982 1,059,365 126,092 242,572 124,982 10,124,187 126,092 5,760,236 7,531,210 - 180,915 Other expenses Amount due from Other balances Amount due to Interest bearing deposits - Current account balances 147,870 248,537 279,177 236,308 Other balances 134,169 250,231 151,790 1,630,408 282,039 8,029,978 430,967 2,047,631 All related party transactions are conducted at arm’s length basis and on normal commercial terms which are not more favourable than those generally available to public. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 077 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 29. Credit transactions and exposures with connected parties Group and Bank 20 1 1 2010 RM’000 RM’000 2,438,114 1,224,100 - - 68,594,284 60,288,251 3.55% 2.03% 57.20% 32.20% 0.00% 0.00% Outstanding credit exposures with connected parties of which: Total credit exposure which is non-performing or in default Total credit exposures Percentage of outstanding credit exposures to connected parties - as a proportion of total credit exposures - as a proportion of capital base - which is non-performing or in default The disclosure on Credit Transactions and Exposures with Connected Parties above are presented in accordance with para 9.1 of Bank Negara Malaysia’s revised Guidelines on Credit Transactions and Exposures with Connected Parties, which became effective on 1 January 2008. Based on these guidelines, a connected party refers to the following: i. Directors of the Bank and their close relatives; ii. Controlling shareholder and his close relatives; iii. Executive Officer, being a member of management having authority and responsibility for planning, directing and/or controlling the activities of the Bank, and his close relatives; iv. Officers who are responsible for or have the authority to appraise and/or approve credit transactions or review the status of existing credit transactions, either as a member of a committee or individually, and their close relatives; v. Firms, partnerships, companies or any legal entities which control, or are controlled by any person listed in (i) to (iv) above, or in which they have an interest, as a director, partner, executive officer, agent or guarantor, and their subsidiaries or entities controlled by them; vi. Any person for whom the persons listed in (i) to (iv) above is a guarantor; and vii. Subsidiary of or an entity controlled by the Bank and its connected parties. Credit transactions and exposures to connected parties as disclosed above include the extension of credit facilities and/or off-balance sheet credit exposures such as guarantees, trade-related facilities and loan commitments. They also include holdings of equities and private debt securities issued by the connected parties. The credit transactions with connected parties above are all transacted on an arm’s length basis and on terms and conditions no more favourable than those entered into with other counterparties with similar circumstances and creditworthiness. Due care has been taken to ensure that the creditworthiness of the connected party is not less than that normally required of other persons. 078 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 30. Derivative financial instruments 2011 2010 Contract amount Positive fair value Negative fair value Contract amount Positive fair value Negative fair value RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Foreign exchange related contracts: - Forwards 44,501,232 202,448 96,410 44,990,550 264,681 310,204 - Cross currency interest rate swaps 5,212,667 294,397 294,535 6,948,760 423,054 311,223 - Options 2,034,702 9,026 2,956 703,871 3,205 3,213 Interest rate contracts: - Futures 3,915,000 - - 7,384,086 - - - Swaps 22,286,981 298,967 351,462 28,199,721 281,970 372,410 - Options 474,793 397 2,494 1,082,406 2,026 5,275 Equity related contracts 178,235 7,893 7,893 1,321,876 14,927 14,956 Others 785,672 7,519 14,200 731,077 17,377 26,839 79,389,282 820,647 769,950 91,362,347 1,007,240 1,044,120 Note 9 Note 16 Note 9 Note 16 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management The Group’s and the Bank’s risk management framework are designed to monitor, evaluate and manage the principal risk they assume in conducting its activities. These risks include the following: • credit risk • market risk • operational risk 1. Credit Risk Credit risk is the potential for financial loss resulting from the failure of a borrower or counter party to honour its financial or contractual obligations. Credit arises in lending, trading, and derivatives transactions, securities transactions, settlement and when the Bank acts as an intermediary on behalf of its clients and other third parties. The credit risk management process of the Bank relies on corporate-wide standards to ensure consistency and integrity, with business-specific policies and practices to ensure applicability and ownership. While business managers and independent risk management are jointly responsible for managing risk/return trade offs as well as establishing limits and risk management practices, the origination and approval roles are clearly defined and segregated. In addition to conforming to established corporate standards, independent credit risk management is responsible for establishing policies that comply with local regulations and any other relevant legal requirements. Independent credit risk management is also responsible for implementing portfolio limits, including obligor limits through risk rating, maturity and business segments limits to ensure diversification of portfolios, monitoring business risk management performance, providing on-going assessment of portfolio credit risk and approving new products. Continuous monitoring of credit behaviour aided by sophisticated scoring modules, plus portfolio delinquency performance allows independent credit risk management to constantly assess the health of the credit portfolio. The Group and the Bank secure various forms of collateral to mitigate credit risk exposures. The main types of collateral obtained by the Group and the Bank to mitigate credit risk are as follows: o for residential mortgages - charges over residential properties o for commercial property loans - charges over the properties being financed o for share margin financing - pledges over quoted securities o for other loans - charges over business assets such as premises, inventories, trade receivable or deposits 079 080 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) A. Credit risk exposures and credit risk concentration The following tables present the Group’s maximum exposure to credit risk of its on and off balance sheet financial instruments at 31 December 2011, by industry and geographical analysis, before taking into account collateral held or other credit enhancements. i. By Industry analysis Group 2011 Financial Services, Wholesale Government Insurance, Electricity, & Retail and House- Real Estate Gas & Trade, Transport, Social & Central hold & Business Services, Mining & Water Restaurants Storage & Community Other Banks Loans Services Agriculture Quarrying Manufacturing Supply Construction & Hotels Communication Services Sectors RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Total RM’000 RM’000 RM’000 On-Balance Sheet Cash and short term funds 2,141,000 - 9,827,440 - - - - - - - - - 11,968,440 Deposits and placements with bank and other financial institutions - - 1,516,673 - - - - - - - - - 1,516,673 Securities purchased for resale agreements 1,218,993 - - - - - - - - - - - 1,218,993 Financial assets heldfor-trading 2,336,849 - - - - - - - - - - - 2,336,849 Financial investments available-for-sale 5,218,009 7,499 5,225,508 - - - - - - - - - - Loans, advances and financing - 15,958,134 800,246 105,178 18,991 2,409,876 86,890 45,704 921,901 301,573 16,160 Other assets - - 947,626 10,816 747 67,573 835 20 14,156 5,997 - 258,242 1,306,012 398,080 - - - - - - - - - - - 398,080 11,312,931 15,958,134 13,091,985 115,994 19,738 2,477,449 87,725 45,724 936,057 307,570 16,160 Statutory deposits with Bank Negara Malaysia 277,365 20,942,018 543,106 44,912,573 Contingent liabilities - - 2,267,554 - - - - - - - - - Commitments - 21,974,557 2,822,702 - - - - - - - - - 24,797,259 11,312,931 37,932,691 18,182,241 115,994 19,738 2,477,449 87,725 45,724 936,057 307,570 16,160 543,106 71,977,386 Total Credit Exposures 2,267,554 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 081 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) A. Credit risk exposures and credit risk concentration (continued) i. By Industry analysis (continued) Group 2010 Financial Services, Wholesale Government Insurance, Electricity, & Retail and House- Real Estate Gas & Trade, Transport, Social & Central hold & Business Services, Mining & Water Restaurants Storage & Community Other Banks Loans Services Agriculture Quarrying Manufacturing Supply Construction & Hotels Communication Services Sectors RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Total RM’000 RM’000 RM’000 On-Balance Sheet Cash and short term funds 4,576,600 - 5,904,433 - - - - - - - - - 10,481,033 Deposits and placements with bank and other financial institutions - - 811,660 - - - - - - - - - 811,660 Securities purchased for resale agreements 404,417 - - - - - - - - - - - 404,417 Financial assets heldfor-trading 1,837,368 - - - - - 10,095 - 5,000 - - - 1,852,463 Financial investments available-for-sale 3,097,989 - - - - - - - - - - 7,499 3,105,488 Loans, advances and financing - 16,365,585 512,027 35,022 7,708 1,710,646 32,295 46,104 840,970 137,600 19,933 371,754 20,079,644 Other assets - - 624,296 1,802 2,042 87,229 173 21 13,674 17,822 3 570,698 1,317,760 9,916,374 16,365,585 7,852,416 36,824 9,750 1,797,875 42,563 46,125 859,644 155,422 19,936 949,951 38,052,465 617 - 2,307,478 - - - - - 1,114 - - - 2,309,209 - 21,912,163 1,632,020 - - - - - - - - - 23,544,183 9,916,991 38,277,748 11,791,914 36,824 9,750 1,797,875 42,563 46,125 860,758 155,422 19,936 949,951 63,905,857 Contingent liabilities Commitments Total Credit Exposures 082 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) A. Credit risk exposures and credit risk concentration (continued) ii. By Geographical analysis Group Malaysia Hong Kong & Singapore China PRC Japan Australasia North America 2011 RM’000 RM’000 RM’000 Cash and short term funds 5,232,143 3,902,079 Deposits and placements with banks and other financial institutions 1,251,495 Securities purchased for resale agreements United Other Kingdom countries RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 144,827 6,436 12,527 702,090 444,941 1,523,397 11,968,440 106,278 - 158,900 - - - - 1,516,673 1,218,993 - - - - - - - 1,218,993 Financial assets heldfor-trading 2,336,849 - - - - - - - 2,336,849 Financial investments available-for-sale 5,225,508 - - - - - - - 5,225,508 Loans, advances and financing 20,942,018 - - - - - - - 20,942,018 Other assets 758,583 14,533 681 4,904 1,520 126,964 240,823 158,004 1,306,012 Statutory deposits with Bank Negara Malaysia 398,080 - - - - - - - 398,080 37,363,669 4,022,890 145,508 170,240 14,047 829,054 685,764 1,681,401 44,912,573 1,627,769 19,180 469,849 - 1,624 63,232 36,688 49,212 2,267,554 Commitments 24,797,259 - - - - - - - 24,797,259 Total Credit Exposures 63,788,697 4,042,070 615,357 170,240 15,671 892,286 722,452 1,730,613 71,977,386 Total On-Balance Sheet Contingent liabilities t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 083 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) A. Credit risk exposures and credit risk concentration (continued) ii. By Geographical analysis (continued) Group Malaysia Hong Kong & Singapore China PRC Japan Australasia North America 2010 RM’000 RM’000 RM’000 6,884,986 3,113,155 495,159 United Other Kingdom countries RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 8,654 48,309 61,220 13,639 76,082 274,988 10,481,033 162,326 - 154,175 - - - - 811,660 404,417 - - - - - - - 404,417 1,847,463 - - 5,000 - - - - 1,852,463 2,974,380 - - - - 131,108 - - 3,105,488 20,079,644 - - - - - - - 20,079,644 792,891 12,958 277 20,162 513 126,856 208,795 155,308 1,317,760 33,478,940 3,288,439 8,931 227,646 61,733 271,603 284,877 430,296 38,052,465 1,742,225 29,560 285,447 - 2,653 67,602 33,459 148,263 2,309,209 Commitments 23,544,183 - - - - - - - 23,544,183 Total Credit Exposures 58,765,348 3,317,999 294,378 227,646 64,386 339,205 318,336 578,559 63,905,857 Total On-Balance Sheet Cash and short term funds Deposits and placements with banks and other financial institutions Securities purchased for resale agreements Financial assets heldfor-trading Financial investments available-for-sale Loans, advances and financing Other assets Contingent liabilities The disclosures represented the Bank’s exposures except for RM20,000 cash and cash equivalents being deposited by the subsidiaries were eliminated in the above tables. 084 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) B. Deposits and placements with banks and other financial institutions i. Deposits and placements with banks and other financial institutions analysis by credit rating Group and Bank AAA AA to AA- ii. 20 1 1 2010 RM’000 RM’000 320,000 300,000 - 100,000 A+ to A- 1,196,673 316,501 Unrated - 95,159 1,516,673 811,660 Deposits and placements with banks and other financial institutions analysis by geographical location where the credit risk of issuers reside, regardless of where the assets are booked, is as follows: Group and Bank Malaysia Other C. 20 1 1 2010 RM’000 RM’000 1,251,495 495,159 265,178 316,501 1,516,673 811,660 Other securities Group and Bank 20 1 1 2010 RM’000 RM’000 Financial assets held-for-trading 2,336,849 1,852,463 Financial investments available-for-sale 5,225,508 3,105,488 7,562,357 4,957,951 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 085 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) C. Other securities (continued) i. Other securities analysis by credit rating At the reporting date, the credit quality of investment in other securities by designation of an external credit assessment institution is as follows:Group and Bank 20 1 1 2010 RM’000 RM’000 6,500 11,500 A+ to A- 4,427,380 4,804,249 Unrated 3,128,477 142,202 7,562,357 4,957,951 AAA ii. Other securities analysis by geographical location where the credit risk of issuers reside, regardless of where the assets are booked, is as follows: Group and Bank Malaysia Other 20 1 1 2010 RM’000 RM’000 7,562,357 4,821,844 - 136,107 7,562,357 4,957,951 086 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) D. Credit quality of Loans, advances and financing Group and Bank 20 1 1 2010 RM’000 RM’000 18,732,135 17,498,466 1,719,346 2,040,363 490,537 540,815 Loans, advances and financing - neither past due nor impaired - past due but not impaired - impaired Gross amount 20,942,018 20,079,644 Individual assessment allowance (219,436) (229,542) Collective assessment allowance (365,325) (369,357) 20,357,257 19,480,745 Carrying amount Neither past due nor impaired Included in the total loans, advances and financing neither past due nor impaired are renegotiated loans. The analysis below represents the carrying amount of loans that would otherwise be past due or impaired if their terms had not been renegotiated. These renegotiated loans are considered neither past due not impaired after they have been monitored as impaired loans until a minimum number of payments have been received under the new terms. Group and Bank Renegotiated loans 20 1 1 2010 RM’000 RM’000 876,855 846,099 Past due but not impaired Analysis of loans, advances and financing to customers that are past due but not impaired analysed based on aging are as follows: Group and Bank 1 - 29 dpd 20 1 1 2010 RM’000 RM’000 1,228,861 1,419,750 30 - 59 dpd 331,993 437,370 60 - 89 dpd 158,492 183,243 90 - 119 dpd - - 120 - 118 dpd - - >180 dpd - - 1,719,346 2,040,363 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 087 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) D. Credit quality of Loans, advances and financing (continued) Impaired Loans and advances are classified as impaired when they meet one of the following criteria: i. principal or interest or both are past due for three (3) months or more; ii. where there is an individual impairment provision on the loan; iii. impaired loans that have been rescheduled or restructured that have not met the continuous repayment behavior based on the revised rescheduled and/or restructured terms over the observation period. Loans and advances to customers that are individually impaired analysed by age are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 10,957 15,786 8,319 13,959 30 - 59 dpd 12,305 12,688 60 - 89 dpd 31,738 34,317 Current 1 - 29 dpd 90 - 119 dpd 74,426 57,572 120 - 180 dpd 104,047 118,518 >1 80 dpd 248,745 287,975 490,537 540,815 Estimated value of collaterals against past due but not impaired and impaired loans are RM76 6 ,0 45,0 0 0 (2010 RM7 11, 249,000). 088 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) 2. Market Risk Market risk encompasses price risk and liquidity risk, both arising in the normal course of business operations of the Group and the Bank. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return on risk. Market risk in the Group and the Bank are managed through corporate-wide standards and business-specific policies and procedures with the help of responsible personnel and committees delegated by the Board of Directors such as the Risk Management Committee, Asset and Liability Committee and Market Risk Management. The business is required to establish risk measures, limits and controls, clearly defining approved risk profiles within the parameters of the Group and the Bank’s overall risk appetite and for operating within the established market risk limit framework. Independent market risk management establishes policies and procedures, approves limits and monitors exposures against limits. Price Risk Price risk is the risk associated to earnings arising from changes in interest rate, foreign exchange rates, equity and commodity prices and in their implied volatilities. Price risk arises in non-trading as well as trading portfolios. Price risk in non-trading portfolio is measured predominantly through earnings-at-risk and factor sensitivities supplemented with additional tools such as stress testing and cost-to-close analysis. Price risk in trading portfolios is measured through tools such as factor sensitivities, value-at-risk and stress testing. Interest rate risk primarily results from the timing differences in the repricing of interest bearing assets, liabilities and commitments. It is also related to positions from non-interest bearing liabilities including shareholders’ funds and current accounts, as well as from certain fixed rate loans and liabilities. The Group and the Bank are exposed to such risks associated with the effects of the fluctuations in the prevailing market interest rates on its financial positions and cash flows. Factor sensitivities are expressed as the change in the value of a position for a defined change in a market risk factor. For the sensitivity analysis provided in this section, the Group and the Bank have used a 100 basis points movement for interest rates and a 6% movement in foreign exchange rates to measure the impact of these market risk movements on the Group and the Bank. Interest rate risk – Sensitivity analysis At 31 December 2011, it is estimated that a general increase of 100 basis points in interest rate, with all other variables held constant, would decrease the Bank’s profit before tax by approximately RM1 1 7, 588,1 1 5 whereas a general decrease of 100 basis points in interest rate, with all other variables held constant, would have an equal but opposite effect. The sensitivity analysis above has been determined assuming that the change in interest rates had occurred at the reporting date and had been applied to the exposure to interest rate risk for both derivative and non-derivative financial instruments in existence at that date and that all other variables, in particular foreign exchange rates, remain constant. The above basis point increase or decrease represents management’s assessment of a reasonably possible change in interest rates over the period until the next annual reporting date. Foreign currency risk – Sensitivity analysis As at 31 December 2011, it is estimated that a movement of 6% in Ringgit Malaysia (RM) against foreign currencies, with all other variables held constant, would result in maximum loss of approximately RM2,276,286. The sensitivity analysis has been determined assuming that the change in foreign exchange rates had occurred at the reporting date and had been applied to the Group’s and the Bank’s exposure to currency risk for both derivative and non-derivative financial instruments in existence at that date, and that all other variables, in particular interest rate, remains constant. The sensitivity analysis includes balances where the denomination of the balances is in a currency other than the Ringgit Malaysia (RM). The stated changes represent management’s assessment of reasonably possible changes in foreign exchange rates over the period until the next annual reporting date. Results of the analysis represent an aggregation of the effects on the Group’s and the Bank’s profit before tax measured in the respective functional currencies, translated into Ringgit Malaysia (RM) at the exchange rate ruling at the balance sheet date for presentation purposes. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 089 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) 2. Market Risk (continued) Liquidity Risk Liquidity risk is the risk that the Group and the Bank will not be able to meet its financial commitments when due. Under the Group’s and the Bank’s internal liquidity risk management policy, there is a set of standards for the measurement of liquidity risk in order to ensure consistency, stability in methodologies and transparency of risk. Management of liquidity is performed on a daily basis and is monitored by the Treasurer. The Asset and Liability Committee and the Treasurer undertake the joint responsibility of overall liquidity risk management which covers establishing and endorsing the annual funding and liquidity plan, liquidity limits, liquidity ratios, market triggers and periodic stress tests. The Group and the Bank include the net cash flow position for derivatives as part of their daily liquidity reports under off balance sheet items, which are consolidated together with the on balance sheet items to monitor the overall liquidity position of the Group and the Bank. The daily report prepared to monitor the daily liquidity position is known as the Market Access Report (“MAR”). It is prepared by major currencies and it has maturity analysis ranging from overnight to more than 2 years and limits are set for each tenor bucket. Maturity mismatches are monitored through the daily MAR report for necessary treasury actions on funding and gapping. Limits are determined by the ultimate holding company and are reviewed as often as on a quarterly basis and is done in conjunction with the liquidity stress testing. The following table indicates the effective interest rate at the balance sheet date and periods in which the financial instruments reprice or mature, whichever is earlier. i. Interest/profit rate risk Group Up to 1 month >1-3 months > 3 - 12 months >1-5 years Over 5 years Non-interest sensitive Trading book Total Effective interest rate 2011 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % Assets Cash and short term funds 10,324,608 - - - - 1,643,832 - 11,968,440 1.55% - 733,854 619,328 163,491 - - - 1,516,673 2.67% 1,218,993 - - - - - - 1,218,993 2.10% - - - - 2,336,849 2,336,849 3.04% 1,436,145 2,807,965 673,760 - - 5,225,508 2.78% 6.60% Deposits and placements with banks and other financials institutions Securities purchased under resale agreements Financial assets held-for-trading - - Financial investments available-for-sale - 307,638 1,725,044 1,422,520 6,993,639 632,761 9,677,517 (365,325) - 20,086,156 - impaired - - - - - 271,101 - 271,101 Other assets - - - - - 485,360 820,652 1,306,012 Statutory deposits with Bank Negara Malaysia - - - - - 398,080 - 398,080 Loans, advances and financing - performing Deferred tax assets - - - - - 796 - 796 Plant and equipment - - - - - 120,905 - 120,905 13,268,645 2,464,012 9,049,112 3,604,217 10,351,277 2,554,749 3,157,501 44,449,513 Total assets 090 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) i. Interest/profit rate risk (continued) Group Up to 1 month >1-3 months > 3 - 12 months >1-5 years Over 5 years Non-interest sensitive Trading book Total Effective interest rate 2011 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % 1,485,000 3,956,486 598,930 - - - 30,051,586 1.66% 3,365,590 3,485,651 802,972 122,884 - - - 7,777,097 0.40% Bills and acceptances payable - - - - - 63,761 - 63,761 Other liabilities - - - - - 1,767,764 769,950 2,537,714 Total liabilities 27,376,760 4,970,651 4,759,458 721,814 - 1,831,525 769,950 40,430,158 - - - 4,019,355 - 4,019,355 4,970,651 4,759,458 721,814 - 5,850,880 769,950 44,449,513 Liabilities and Shareholders’ equity 24,011,170 Deposits from customers Deposits and placements of banks and other financial institutions Shareholders’ equity Total liabilities and shareholders' equity On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap - 27,376,760 - (14,108,115) (2,506,639) 4,289,654 2,882,403 10,351,277 (3,296,131) 2,387,551 (223,464) (467,705) 811,510 92,589 95,340 - - (14,331,579) (2,974,344) 5,101,164 2,974,992 10,446,617 (3,296,131) 2,387,551 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 091 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) i. Interest/profit rate risk (continued) Group Up to 1 month >1-3 months > 3 - 12 months >1-5 years Over 5 years Non-interest sensitive Trading book Total Effective interest rate 2010 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % Assets Cash and short term funds 9,763,380 - - - - 717,653 - 10,481,033 1.50% - 578,355 51,793 181,512 - - - 811,660 4.29% 404,417 - - - - - - 404,417 1.35% Financial assets held-for-trading - - - - - - 1,852,463 1,852,463 2.69% Financial investments available-for-sale - - 277,443 2,719,300 108,745 - - 3,105,488 3.39% 1,385,476 975,383 6,324,229 246,547 10,607,195 (369,357) - 19,169,473 6.71% - impaired - - - - - 311,272 - 311,272 Other assets - - - - - 310,520 1,007,240 1,317,760 Deferred tax assets - - - - - 59,300 - 59,300 Plant and equipment - - - - - 108,781 - 108,781 11,553,273 1,553,738 6,653,465 3,147,359 10,715,940 1,138,169 2,859,703 37,621,647 Deposits and placements with banks and other financial institutions Securities purchased under resale agreements Loans, advances and financing - performing Total assets 092 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) i. Interest/profit rate risk (continued) Group Up to 1 month >1-3 months > 3 - 12 months >1-5 years Over 5 years Non-interest sensitive Trading book Total Effective interest rate 2010 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % Liabilities and Shareholders’ equity Deposits from customers 19,323,608 2,472,684 6,352,805 639,766 - - - 28,788,863 1.27% 512,996 1,438,808 256,016 115,105 - - - 2,322,925 0.89% Bills and acceptances payable - - - - - 47,982 - 47,982 Other liabilities - - - - - 1,802,282 1,044,120 2,846,402 Total liabilities 19,836,604 3,911,492 6,608,821 754,871 - 1,850,264 1,044,120 34,006,172 - - - - - 3,615,475 - 3,615,475 Total liabilities and Shareholders' equity 19,836,604 3,911,492 6,608,821 754,871 - 5,465,739 1,044,120 37,621,647 On-balance sheet interest sensitivity gap (8,283,331) (2,357,754) 44,644 2,392,488 10,715,940 (4,327,570) 1,815,583 (61,670) - - 48,713 3,236,838 10,654,270 (4,327,570) 1,815,583 Deposits and placements of banks and other financial institutions Shareholders’ equity Off-balance sheet interest sensitivity gap (21,735) (666,608) (8,305,066) (3,024,362) 4,069 844,350 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 093 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) ii. Foreign currency risk Foreign currency risk results in the Group's exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The tables below summarise the RM equivalent amount of the Group's exposure to foreign currency exchange rate risk as at reporting date: MYR USD JPY Others 20 1 1 20 1 1 20 1 1 20 1 1 Total RM’000 RM’000 RM’000 RM’000 RM’000 2,980,351 6,930,088 170,487 1,887,514 11,968,440 Deposits and placements with banks and other financial institutions 505,000 742,652 167,942 101,079 1,516,673 Securities purchased under resale agreements 1,218,993 - - - 1,218,993 Financial assets heldfor-trading 2,336,849 - - - 2,336,849 Financial investments available-for-sale 5,225,508 - - - 5,225,508 Loans, advances and financing 18,652,984 1,537,447 156,882 9,944 20,357,257 Other assets (3,083,640) 4,901,670 868,509 (1,380,527) 1,306,012 Group 20 1 1 Assets Cash and short term funds Statutory Deposits with Bank Negara Malaysia Deferred tax assets Plant and equipment Total assets 398,080 - - 796 - - - 398,080 796 120,905 - - - 120,905 28,355,826 14,111,857 1,363,820 618,010 44,449,513 24,420,783 4,054,517 38,882 1,537,404 30,051,586 187,698 7,138,063 438,673 12,663 7,777,097 Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Other liabilities Total liabilities Shareholder’s equity Total liabilities and Shareholder’s equity 913 57,499 2,372 2,977 63,761 (530,137) 3,382,608 885,192 (1,199,949) 2,537,714 24,079,257 14,632,687 1,365,119 353,095 40,430,158 4,019,355 - - - 4,019,355 28,098,612 14,632,687 1,365,119 353,095 44,449,513 094 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) ii. Foreign currency risk (continued) Foreign currency risk results in the Group's exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The tables below summarise the RM equivalent amount of the Group's exposure to foreign currency exchange rate risk as at reporting date: MYR USD JPY Others Group 20 1 0 20 1 0 20 1 0 20 1 0 Total 20 1 0 RM’000 RM’000 RM’000 RM’000 RM’000 5,175,951 4,275,961 165,662 863,459 10,481,033 Deposits and placements with banks and other financial institutions 400,000 214,965 56,762 139,933 811,660 Securities purchased under resale agreements Assets Cash and short term funds 404,417 - - - 404,417 Financial assets heldfor-trading 1,852,463 - - - 1,852,463 Financial investments available-for-sale 2,974,380 - - 3,105,488 Loans, advances and financing 18,793,386 500,705 165,477 21,177 19,480,745 9,906,252 (9,071,471) 985,692 (502,713) 1,317,760 Other assets Deferred tax assets Plant and equipment Total assets 131,108 59,300 - - - 59,300 108,781 - - - 108,781 39,674,930 (3,948,732) 1,373,593 521,856 37,621,647 22,095,674 5,676,701 28,576 987,912 28,788,863 539,841 1,499,724 273,162 10,198 2,322,925 Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable 911 31,405 2,706 12,960 47,982 Other liabilities 12,317,226 (10,018,370) 1,064,106 (516,560) 2,846,402 Total liabilities 34,953,652 (2,810,540) 1,368,550 494,510 34,006,172 3,615,475 - - - 3,615,475 38,569,127 (2,810,540) 1,368,550 494,510 37,621,647 Shareholder’s equity Total liabilities and Shareholder’s equity t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 095 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) iii. Analysis of assets and liabilities by remaining maturity The following maturity profile is based on the remaining period at the balance sheet date to the contractual maturity. Less than 7 days 7 days to 1 month 1 to 3 months 3 to 6 months 6 to 12 months 1 to 3 years 3 to 5 years Over 5 years No specific maturity Total RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 6,423,830 3,900,778 - - - - - Deposits and placements with banks and other financial institutions - - 733,854 354,781 264,547 162,597 894 - - 1,516,673 Securities purchased under resale agreements - 1,218,993 - - - - - - - 1,218,993 Financial assets held-for-trading - 127,356 1,098,792 293,885 390,371 446,387 (97,677) 77,735 - 2,336,849 Financial investments available-for-sale - 811,937 624,208 1,759,444 1,048,521 673,760 - 5,225,508 2011 Assets Cash and short term funds - 307,638 - 1,643,832 11,968,440 Loans, advances and financing 372,100 Other assets 476,993 87,648 75,400 92,727 35,722 315,181 56,571 100,344 65,426 1,306,012 Statutory Deposits with Bank Negara Malaysia - - - - - - - - 398,080 398,080 Deferred tax assets - - - - - - - - 796 796 Plant and equipment - - - - - - - - 120,905 120,905 Total assets 7,272,923 1,372,220 1,466,563 1,130,554 6,070,508 323,064 6,706,995 3,682,247 2,683,884 7,385,356 3,006,673 404,260 9,731,856 (513,868) 20,357,257 1,412,569 10,583,695 1,715,171 44,449,513 096 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) iii. Analysis of assets and liabilities by remaining maturity (continued) Less than 7 days 7 days to 1 month 1 to 3 months 3 to 6 months 6 to 12 months 1 to 3 years 3 to 5 years Over 5 years No specific maturity Total RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 Deposits from customers 14,856,097 9,155,073 1,485,000 561,057 3,395,429 372,522 226,408 - - 30,051,586 Deposits and placements of banks and other financial institutions 1,432,250 1,933,340 3,485,651 638,927 164,045 122,884 - - - 7,777,097 Bills and acceptances payable 1,016,844 (250,384) (366,546) (336,153) - - - - - 63,761 Other liabilities 1,773,033 51,804 43,039 44,453 20,287 384,451 84,553 93,170 42,924 2,537,714 Total liabilities 19,078,224 10,889,833 4,647,144 908,284 3,579,761 879,857 310,961 93,170 42,924 40,430,158 Share capital - - - - - - - - 121,697 121,697 Reserves - - - - - - - - 3,897,658 3,897,658 Total equity attributable to equity holder of the bank - - - - - - - - 4,019,355 4,019,355 19,078,224 10,889,833 4,647,144 908,284 3,579,761 879,857 310,961 93,170 4,062,279 44,449,513 2011 Liabilities and Shareholders’ funds Total liabilities and equity t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 097 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) iii. Analysis of assets and liabilities by remaining maturity The following maturity profile is based on the remaining period at the balance sheet date to the contractual maturity. 2010 Less than 7 days 7 days to 1 month 1 to 3 months 3 to 6 months 6 to 12 months 1 to 3 years 3 to 5 years Over 5 years No specific maturity Total RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 Assets Cash and short term funds 8,557,099 1,018,710 - - - - - - Deposits and placements with banks and other financial institutions - - 578,355 19,707 32,085 178,875 2,638 - - 811,660 Securities purchased under resale agreements - 404,417 - - - - - - - 404,417 Financial assets held-for-trading - 20,329 666,005 546,891 388,186 192,269 193,534 (154,751) - 1,852,463 Financial investments available-for-sale - - - 49,986 227,458 2,009,960 709,339 108,745 - 3,105,488 Loans, advances and financing 205,476 Other assets 323,798 72,516 Deferred tax assets - Plant and equipment - Total assets 9,086,373 971,738 1,022,388 905,224 10,481,033 452,409 6,093,780 119,013 369,641 10,352,473 (106,173) 19,480,745 138,915 230,998 32,102 283,367 107,563 69,729 58,772 1,317,760 - - - - - - - 59,300 59,300 - - - - - - - 108,781 108,781 2,487,710 2,405,663 1,299,991 6,773,611 2,783,484 1,382,715 10,376,196 1,025,904 37,621,647 098 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) iii. Analysis of assets and liabilities by remaining maturity (continued) Less than 7 days 7 days to 1 month 1 to 3 months 3 to 6 months 6 to 12 months 1 to 3 years 3 to 5 years Over 5 years No specific maturity Total RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 Deposits from customers 11,988,182 7,335,425 2,472,684 1,928,144 4,424,662 368,565 271,201 - - 28,788,863 Deposits and placements of banks and other financial institutions 303,475 209,521 1,438,808 226,531 29,484 1,582 113,524 - - 2,322,925 Bills and acceptances payable 1,019,456 (289,259) (497,553) (184,662) - - - - - 47,982 Other liabilities 1,835,756 75,224 154,836 94,731 84,948 275,760 197,010 60,481 67,656 2,846,402 Total liabilities 15,146,869 7,330,911 3,568,775 2,064,744 4,539,094 645,907 581,735 60,481 67,656 34,006,172 Share capital - - - - - - - - 121,697 121,697 Reserves - - - - - - - - 3,493,778 3,493,778 Total equity attributable to equity holder of the bank - - - - - - - - 3,615,475 3,615,475 15,146,869 7,330,911 3,568,775 2,064,744 4,539,094 645,907 581,735 60,481 3,683,131 37,621,647 2010 Liabilities and Shareholders’ funds Total liabilities and equity t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 099 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) iv. Analysis of financial liabilities by contractual undiscounted cash flows The table below details the remaining contractual maturities at the balance sheet date of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or if floating, based on rates current at the balance sheet date) and the earliest date the Group can be required to pay. Group Carrying Amount Total contractual undiscounted cash flows 1 month or less Over 1 month to 3 months Over 3 months to 1 year Over 1 year to 5 years Over 5 years 2011 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Financial liabilities Deposits from customers 30,051,586 30,207,246 24,131,510 1,405,722 4,060,241 609,773 - Deposits and placements of banks and other financial institutions 7,777,097 7,781,241 3,365,836 3,487,778 804,141 123,486 - Bills and acceptances payable Other liabilities Total 63,761 63,761 756,769 (359,864) (333,144) - - 2,537,714 2,537,714 1,847,240 50,237 72,927 472,592 94,718 40,430,158 40,589,962 30,101,355 4,583,873 4,604,165 1,205,851 94,718 Group Carrying Amount Total contractual undiscounted cash flows 1 month or less Over 1 month to 3 months Over 3 months to 1 year Over 1 year to 5 years Over 5 years 2010 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Financial liabilities Deposits from customers 28,788,863 28,932,550 21,242,320 1,512,703 5,523,671 623,834 30,022 Deposits and placements of banks and other financial institutions 2,322,925 2,323,975 2,164,426 605 42,985 115,959 - 47,982 47,982 730,196 (497,553) (184,661) - - 2,846,402 2,846,402 1,978,637 154,835 179,679 472,770 60,481 34,006,172 34,150,909 26,115,579 1,170,590 5,561,674 1,212,563 90,503 Bills and acceptances payable Other liabilities Total 100 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 31. Financial risk management (continued) 3. Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or from external events. It includes reputation and franchise risk associated with business practices or market conduct that the Group and the Bank may undertake and includes the risk of failing to comply with applicable laws, regulations and Citigroup policies. Operational risk is inherent in the Group’s and the Bank’s business activities and is managed through an overall framework with checks and balances that include recognised ownership of the risk by businesses and independent risk management oversight. The Group and the Bank mitigate their operational risk by setting up its key controls and assessments according to Citigroup’s and Regulators’ standards. They are also evaluated, monitored, and managed by its sound governance structure. The Group and the Bank’s Self Assessments and Operational Risk Framework include the Risk and Control Self-Assessment and the Operational Risk Policy, and define the Group’s and the Bank’s approach to operational risk management. The objective of the policy is to establish a consistent approach to assessing relevant risks and the overall control environment across the Group and the Bank, to facilitate adherence to regulatory requirements and other corporate initiatives. 32. Financial assets and liabilities 32.1 Categories of financial instruments The table below provides an analysis of financial instruments categorised as follows: a. b. Loans and receivables (“L&R”); Fair value through profit or loss (“FVTPL”): - Held for trading (“HFT”); c. Available-for-sale financial assets (“AFS”); d. Other liabilities (“OL”). t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 101 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 32. Financial assets and liabilities (continued) 32.1 Categories of financial instruments (continued) Group Carrying L&R/ FVTPL amount (OL) -HFT AFS RM’000 RM’000 RM’000 RM’000 11,968,440 11,968,440 - - 1,516,673 1,516,673 - - 1,218,993 1,218,993 - - 2,336,849 - 2,336,849 - 5,225,508 - - 5,225,508 20,357,257 20,357,257 - - 2011 Financial Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Securities purchased under resale agreements Financial assets held-for-trading Financial investments available-for-sale Loans, advances and financing Derivatives financial assets 820,647 - 820,647 - Interest/Income receivable 66,174 66,174 - - 43,510,541 35,127,537 3,157,496 5,225,508 30,051,586 30,051,586 - - 7,777,097 7,777,097 - - 63,761 63,761 - - 769,950 - 769,950 - 81,090 81,090 - - 38,743,484 37,973,534 769,950 - Total financial assets Financial Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Derivatives financial liabilities Interest/Profit payable Total financial liabilities 102 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 32. Financial assets and liabilities (continued) 32.1 Categories of financial instruments (continued) Carrying L&R/ FVTPL amount (OL) -HFT AFS RM’000 RM’000 RM’000 RM’000 Cash and short-term funds 10,481,033 10,481,033 - - Deposits and placements with banks and other financial institutions 811,660 811,660 - - 404,417 404,417 - - 1,852,463 - 1,852,463 - 3,105,488 - - 3,105,48 19,480,745 19,480,745 - - Group 2010 Financial Assets Securities purchased under resale agreements Financial assets held-for-trading Financial investments available-for-sale Loans, advances and financing Derivatives financial assets 1,007,240 - 1,007,240 - Interest/Income receivable 45,880 45,880 - - 37,188,926 31,223,735 2,859,703 28,788,863 28,788,863 - - 2,322,925 2,322,925 - - 47,982 47,982 - - 1,044,120 - 1,044,120 - 106,294 106,294 - - 32,310,184 31,266,064 1,044,120 - Total financial assets 3,105,488 Financial Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Derivatives financial liabilities Interest/Profit payable Total financial liabilities C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 103 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 32. Financial assets and liabilities (continued) 32.2 Fair value of financial instruments The following table summarises the fair values of the financial assets and liabilities carried on the statements of financial position as at 31 December of the Group. Group Carrying Fair Carrying Fair value value value value 2011 2011 2010 2010 RM’000 RM’000 RM’000 RM’000 11,968,440 11,968,440 10,481,033 10,481,033 Deposits and placements with banks and other financial institutions 1,516,673 1,516,534 811,660 822,904 Securities purchased under resale agreements 1,218,993 1,218,993 404,417 404,417 Financial assets held-for-trading 2,336,849 2,336,849 1,852,463 1,852,463 Financial investments available-for-sale 5,225,508 5,225,508 3,105,488 3,105,488 20,357,257 20,234,356 19,850,102 19,018,880 1,306,012 1,306,012 1,317,760 1,317,760 30,051,586 30,051,442 28,788,863 28,790,690 7,777,097 7,777,097 2,322,925 2,322,930 63,761 63,761 47,982 47,982 2,537,714 2,537,714 2,846,402 2,846,402 Cash and short term funds Loans, advances and financing Other assets Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Other liabilities The methods and assumptions used in estimating the fair values of financial instruments are as follows: a. Cash and Short Term Funds, and Securities Purchased under Resale Agreements The carrying amounts are a reasonable estimate of the fair values because of their short-term nature. b. Deposits and Placements with Financial Institutions The fair values of deposits and placements with remaining maturities less than one year are estimated to approximate their carrying values. For deposits and placements with maturities of more than one year, the fair values are estimated based on discounted cash flows using the prevailing market rates of similar remaining maturities. c. Financial Assets Held-for-Trading, Financial Investments Available-for-Sale and Financial Investments Held-to-Maturity The fair values are estimated based on quoted or observable market prices as at statements of financial position date. Where such quoted or observable market prices are not available, the fair values are estimated using pricing models or discounted cash flow techniques. Where discounted cash flow technique is used, the expected future cash flows are discounted using prevailing market rates for similar instruments as at statements of financial position date. 104 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 32. Financial assets and liabilities (continued) 32.2 Fair value of financial instruments (continued) d. Loans, Advances and Financing The fair values of fixed rate loans with remaining maturity of less than one year and variable rate loans are estimated to approximate their carrying values. For fixed rate loans and Islamic loans with maturities of more than one year, the fair values are estimated based on expected future cash flows of contractual instalment payments and discounted at prevailing rates at statements of financial position date offered for similar loans to new borrowers with similar credit profiles, where applicable. In respect of impaired loans, the fair values are deemed to approximate the carrying values, net of individual assessment allowance for bad and doubtful debts and financing. Collective assessment allowance is excluded from the carrying value. e. Deposits from Customers and Deposits and Placements of Banks and Other Financial Institutions The fair values for deposit liabilities payable on demand (demand and savings deposits) or with remaining maturities of less than one year are estimated to approximate their carrying values at statements of financial position date. The fair values of fixed deposits with remaining maturities of more than one year are estimated based on discounted cash flows using rates currently offered for deposits of similar remaining maturities. The fair values of Islamic deposits are deemed to approximate their carrying values as at statements of financial position date as the profit rates are determined at the end of their holding periods based on the profit generated from the assets invested. For negotiable instrument of deposits, the estimated fair values are based on quoted or observable market prices at the statements of financial position date. Where such quoted or observable market prices are not available, the fair values of negotiable instruments of deposits are estimated using discounted cash flow techniques. f. Bills and Acceptances Payable The carrying amounts are a reasonable estimate of their fair values because of their short-term nature. g. Subordinated Loan The carrying amount of the subordinated loan approximates fair value due to its variable interest rate. h. Other Assets and Other Liabilities The fair values of other assets and other liabilities are assumed to approximate their carrying values due to the short term nature of these financial instruments or the fact that they are derived by using the market rates at reporting date. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 105 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 32. Financial assets and liabilities (continued) 32.3 Fair value hierarchy Comparative figures have not been presented for 31 December 2010 by virtue of paragraph 44G of FRS 7. The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows: • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Level 1 Level 2 Level 3 Total RM’000 RM’000 RM’000 RM’000 Financial investments available-for-sale 5,218,009 - - 5,218,009 Financial assets held-for-trading 2,336,849 - - 2,336,849 - 830,208 11,392 841,600 7,554,858 830,208 11,392 8,396,458 - 1,404,357 10,006 1,414,363 - 1,404,357 10,006 1,414,363 Group and Bank 2011 Financial assets Derivative financial assets Financial liabilities Derivative financial liabilities 106 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 32. Financial assets and liabilities (continued) 32.3 Fair value hierarchy (continued) The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy: Group and Bank 2011 RM’000 Financial assets Balance at 1 January Total lossed recognised in profit or loss: Attributable to losses relating to assets or liabilities that: - have not been realised Balance at 31 December 14,148 (2,756) 11,392 Group and Bank 2011 RM’000 Financial liabilities Balance at 1 January 2,850 Total gains recognised in profit or loss: Attributable to gains relating to assets or liabilities that: - have not been realised 7,156 Balance at 31 December 10,006 The unrealised gains/(losses) have been recognised in other operating income/expenses in profit or loss. Changing one or more of the inputs to reasonable alternative assumptions would not change the value significantly for the financial assets in Level 3 of the fair value hierarchy. C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 107 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 33. Lease commitments The Group and the Bank have lease commitments in respect of rented premises and equipment for hire, all of which are classified as operating leases. A summary of the non-cancellable long term commitments, net of sub leases are as follows: Group and Bank Within 1 year Between 1 and 5 years 20 1 1 2010 RM’000 RM’000 25,953 24,355 6,199 27,570 34. Capital commitments Group and Bank 20 1 1 2010 RM’000 RM’000 21,181 49,627 Capital expenditures: Authorised and contracted for 108 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 35. Capital adequacy A. The capital adequacy ratios are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 22,272,830 19,954,371 Computation of Total Risk Weighted Assets (“RWA”) Total credit RWA Total market RWA 2,019,640 2,398,682 Total operational RWA 3,525,964 3,550,272 27,818,434 25,903,325 Total Risk Weighted Assets Computation of Capital Ratios Tier 1 Capital 4,008,709 3,565,282 Capital Base* 4,262,475 3,801,235 Core capital ratio 14.41% 13.76% Risk weighted capital ratio 15.32% 14.67% Core capital ratio 13.33% 12.61% Risk weighted capital ratio 14.24% 13.52% Before deducting proposed dividends: After deducting proposed dividends: * In arriving at the capital base used in the ratio calculations of the Group and the Bank, the proposed dividends were not deducted. Detailed information on the risk exposures above are disclosed in the Pillar 3 disclosures of the annual report as prescribed under BNM’s Risk Weighted Capital Adequacy Framework (Basel II) – Disclosures requirements (Pillar 3). t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 109 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 35. Capital adequacy (continued) With effect from 1 January 2010, the capital adequacy ratios of the Group and the Bank are computed in accordance with Bank Negara Malaysia’s revised Risk-Weighted Capital Adequacy Framework (RWCAF-Basel II). The Group and the Bank have adopted the Standardised Approach for Credit Risk and Market Risk, and the Basic Indicator Approach for Operational Risk. The minimum regulatory capital adequacy requirement is 8% for the risk-weighted capital ratio. B. The components of Tier I and Tier II Capital are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 Tier I Capital Paid up ordinary share capital 121,697 121,697 Share premium 380,303 380,303 3,388,271 2,998,408 121,697 121,697 (3,259) (56,823) 4,008,709 3,565,282 Collective assessment allowance* 253,786 235,973 Total Tier II Capital 253,786 235,973 Total Eligible Tier II 253,786 235,973 (20) (20) 4,262,475 3,801,235 Retained profits Other reserves Less: Deferred tax assets Total Tier I Capital (Core Capital) Tier II Capital Less: Investments in subsidiary companies Capital Base * Excludes collective assessment allowance on impaired loans restricted from Tier II Capital by BNM of RM1 11.5 million (20 10: RM133.4 million). 110 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 36. Off-balance sheet exposures The off-balance sheet exposures and their related counterparty credit risk of the Group and the Bank are as follows: 20 1 1 Group and Bank Nature of item Direct credit substitutes Principal amount Credit equivalent amount Risk weighted assets RM’000 RM’000 RM’000 1,707,320 1,707,320 1,410,933 Transaction related contingent items 399,731 199,865 158,071 Short term self liquidating trade related contingencies 148,283 29,657 22,854 12,220 12,220 6,110 24,279,480 568,900 387,454 4,180,829 532,616 322,054 91,650 18,855 18,855 6,343,210 18,265 7,496 14,940,969 474,983 158,715 2,342,535 248,393 110,993 54,639 4,577 1,648 123,596 16,482 8,593 - - - - 3,687 1,843 210,358 27,579 23,095 - - - Other commitments, such as formal standby facilities and credit lines, with an original maturity up to one year 990,462 198,092 198,092 Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year 598,618 299,309 227,000 Forward asset purchases Foreign exchange related contracts: One year or less Over one year to five years Over five years Interest/Profit rate related contracts: One year or less Over one year to five years Over five years Equity related contracts: One year or less Over one year to five years Over five years Debt security contracts and other commodity contracts: One year or less Over one year to five years Over five years Any commitments that are unconditionally cancelled at any time by the Bank without prior notice or that effectively provide for automatic cancellation due to deterioration in a borrower’s creditworthiness 5,376,095 - - Unutilised credit card lines 17,832,083 3,566,418 2,677,910 Total 79,632,078 7,927,218 5,741,716 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 111 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 36. Off-balance sheet exposures (continued) The Off-balance sheet exposures and their related counterparty credit risk of the Group and the Bank are as follows: (continued) 2010 Group and Bank Principal amount Credit equivalent amount Risk weighted assets RM’000 RM’000 RM’000 1,489,992 1,489,992 1,288,190 Transaction related contingent items 395,970 197,985 180,418 Short term self liquidating trade related contingencies 422,631 84,526 127,781 617 617 - 24,729,003 758,795 561,289 3,637,939 539,734 321,023 - - - Nature of item Direct credit substitutes Forward asset purchases Foreign exchange related contracts: One year or less Over one year to five years Over five years Interest/Profit rate related contracts: One year or less Over one year to five years Over five years 7,896,887 37,105 13,589 16,604,797 586,871 255,311 1,800,014 191,416 64,169 388,457 Equity related contracts: One year or less Over one year to five years Over five years 25,785 12,867 153,686 24,797 12,399 - - - Debt security contracts and other commodity contracts: One year or less 175,461 34,810 32,976 Over one year to five years - - - Over five years - - - 421,905 210,952 158,455 5,014,737 - - Unutilised credit card lines 18,107,541 3,621,508 2,722,693 Total 81,239,637 7,804,893 5,751,160 Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year Any commitments that are unconditionally cancelled at any time by the Bank without prior notice or that effectively provide for automatic cancellation due to deterioration in a borrower’s creditworthiness 112 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking Statements of financial position as at 31 December 201 1 Group and Bank 20 1 1 2010 RM’000 RM’000 68,863 394,301 Assets Cash and short term funds (a) Financial assets held-for-trading (b) - 343,179 Financial investments available-for-sale (c) 431,792 271,553 Financing, advances and other loans (d) 444,160 500,800 239 1,142 15,593 164,651 960,647 1,675,626 (g) 649,448 1,089,505 - - (h) 85,107 382,071 734,555 1,471,576 226,092 204,050 960,647 1,675,626 658,992 1,534,730 Deferred tax assets Other assets (f) Total assets Liabilities Deposits from customers Deferred tax liabilities Other liabilities Total liabilities Islamic banking funds (i) Total liabilities and Islamic banking funds Off-balance sheet exposures The notes on pages 116 to 133 are an integral part of these financial statements. (s) C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 113 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) Statements of comprehensive income for financial year ended 31 December 201 1 Group and Bank 20 1 1 2010 RM’000 RM’000 Income derived from investment of depositors’ funds and others (j) 41,732 41,197 Provision for financing, advances and other loans (k) 822 309 Transfer to Profit Equalisation Reserve (l) (3,204) (9,164) 39,350 32,342 (14,240) (8,461) 25,110 23,881 5,382 12,419 30,492 36,300 (2,857) (4,696) 27,635 31,604 (6,799) (8,212) 20,836 23,392 Other comprehensive income/(loss), net of income tax Net gain/(loss) on revaluation of financial investments available-for-sale 1,206 (1,549) Other comprehensive income/(loss) for the year, net of income tax 1,206 (1,549) 22,042 21,843 20,836 23,392 22,042 21,843 Total attributable income Income attributable to depositors (m) Total attributable to the Bank Income derived from investment of Islamic Banking Capital Funds (n) Total net income Other operating expenses (p) Profit before taxation Tax expense Profit for the year Total comprehensive income for the year (q) Profit for the year attributable to: Equity holder of the Bank Total comprehensive income attributable to: Equity holder of the Bank The notes on pages 116 to 133 are an integral part of these financial statements. 114 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) Statements of changes in Islamic Banking Funds for the year ended 31 December 201 1 Group and Bank Capital Fair value Retained funds reserve profits Total RM’000 RM’000 RM’000 RM’000 20,000 885 161,322 182,207 Fair value of available-for-sale financial assets - (1,549) - (1,549) Total other comprehensive expense for the year - (1,549) - (1,549) Profit for the year - - 23,392 23,392 Total comprehensive (expense)/ income for the year - (1,549) 23,392 21,843 20,000 (664) 184,714 204,050 Fair value of available-for-sale financial assets - 1,206 - 1,206 Total other comprehensive income for the year - - 1,206 Profit for the year - - 20,836 20,836 Total comprehensive income for the year - 1,206 20,836 22,042 20,000 542 205,550 226,092 At 1 January 2010 At 31 December 2010/ 1 January 2011 At 31 December 2011 1,206 Note 37(i) The notes on pages 116 to 133 are an integral part of these financial statements. t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 115 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) Statements of cash flows for financial year ended 31 December 2011 Group and Bank 20 1 1 2010 RM’000 RM’000 27,635 31,604 491 208 Cash flows from operating activities Profit before taxation Adjustments for: Amortisation of premium less accretion of discount of investment securities Allowance for bad and doubtful debts (net of write-back) (822) (309) Profit Equalisation Reserve 3,204 9,164 Gain from disposal of financial investments available-for-sale (945) (996) (88) (2,654) 29,475 37,017 343,267 (275,128) Mark-to-market gain on financial assets held-for-trading Operating profit before working capital changes Changes in working capital: Financial assets held-for-trading Financing, advances and other loans 57,462 26,511 149,058 (72,935) Deposits from customers (440,057) (542,911) Other liabilities (298,864) 222,917 (159,659) (604,529) (8,994) (8,212) (168,653) (612,741) (424,780) (273,805) 267,995 402,387 Net cash (used in)/from investing activities (156,785) 128,582 Net decrease in cash and cash equivalents (325,438) (484,159) 394,301 878,460 68,863 394,301 Other assets Cash used in operating activities Income taxes paid Net cash used in operating activities Cash flows from investing activities Purchase of financial investments available-for-sale Proceeds from disposal of financial investments available-for-sale Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December (Note 37(a)) The notes on pages 116 to 133 are an integral part of these financial statements. 116 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) a. Cash and short term funds Group and Bank Cash and balances with banks and other financial institutions Money at call and deposit placements maturing within one month b. 20 1 1 2010 RM’000 RM’000 2,863 4,301 66,000 390,000 68,863 394,301 Financial assets held-for-trading Group and Bank 20 1 1 2010 RM’000 RM’000 Bank Negara Malaysia Islamic Bills - 336,868 Malaysian Government Treasury Bills - 6,311 - 343,179 At fair value c. Financial investments available-for-sale Group and Bank 20 1 1 2010 RM’000 RM’000 431,792 271,553 431,792 271,553 At fair value Malaysian Government Investment Issues t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 117 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) d. Financing, advances and other loans i. By type Group and Bank 20 1 1 2010 RM’000 RM’000 475,960 536,474 1,592 3,175 631 2,878 - 42 Term financing - Housing loans/financing - Hire purchase receivables - Lease receivables - Other term loans/financing 478,183 542,569 Unearned income (25,140) (32,059) Gross financing, advances and other loans 453,043 510,510 - Collective assessment allowance (6,764) (7,626) - Individual assessment allowance (2,119) (2,084) 444,160 500,800 34,701 42,101 Less: Allowance for impaired financing, advances and other loans Total net financing, advances and other loans ii. By contract Bai’Bithamin Ajil Ijarah Muntahia Bittamilik Diminishing Musharakah 2,223 6,095 416,119 462,314 453,043 510,510 2,206 5,812 iii. By type of customer Domestic business enterprises - Small and medium enterprises - Others Individuals 2,419 2,829 448,418 501,869 453,043 510,510 118 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) d. Financing, advances and other loans (continued) iv. By profit rate sensitivity Group and Bank 20 1 1 2010 RM’000 RM’000 450,820 504,416 - Hire purchase receivables 1,592 3,174 - Other fixed rate/financing 631 2,920 453,043 510,510 2,156 3,923 - 98 67 2,040 - 33 448,418 501,869 2,402 2,547 453,043 510,510 450,820 504,416 2,223 6,094 453,043 510,510 Fixed rate - Housing loans/financing v. By sector Manufacturing (including agriculture based) Wholesale, retail trade, restaurants and hotels Transport, storage and communication Finance, insurance, real estate and business services Household - residential Other sectors vi. By purpose Purchase of landed property Purchase of fixed assets excluding land and building t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 119 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) e. Impaired financing, advances and other loans i. Movements in impaired financing, advances and other loans are as follows: Group and Bank At 1 January Classified as impaired during the year 2010 RM’000 RM’000 13,257 10,215 57 8,987 Amount recovered (3,685) (3,200) Amount written off - (2,745) At 31 December Individual assessment allowance Net impaired financing, advances and other loans Ratio of net impaired financing, advances and other loans to total gross financing, advances and other loans less individual assessment allowance ii. 20 1 1 9,629 13,257 (2,119) (2,084) 7,510 11,173 1.67% 2.20% Movements in impaired financing, advances and other loans are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 At 1 January 7,626 8,026 Allowance written back during the year (862) (400) At 31 December 6,764 7,626 1.50% 1.50% Collective assessment allowance As % of gross financing, advances and other loans less individual assessment allowance 120 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) e. Impaired financing, advances and other loans (continued) ii. Movements in impaired financing, advances and other loans are as follows (continued): Group and Bank 20 1 1 2010 RM’000 RM’000 2,084 4,743 40 203 Individual assessment allowance At 1 January Allowance made during the year Amount recovered - (117) Amount written off (6) (2,745) 2,118 2,084 At 31 December iii. Impaired financing, advances and other loans by sector Group and Bank f. 20 1 1 2010 RM’000 RM’000 Manufacturing (including agriculture based) 1,380 1,446 Household - residential 8,249 11,811 9,629 13,257 Other assets Group and Bank 20 1 1 2010 RM’000 RM’000 Profit receivables 4,440 3,666 Other debtors, deposits and prepayments 8,529 14,760 Revaluation gain on profit rate undertaking contracts (Note 37(t)) 2,624 146,225 15,593 164,651 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 121 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) g. Deposits from customers i. By type of deposit Group and Bank 20 1 1 2010 RM’000 RM’000 495,235 878,181 Non-Mudharabah Fund Demand deposits Saving deposits 69,912 69,203 Other deposits 48,247 104,349 36,054 37,772 649,448 1,089,505 Mudharabah Fund General investment deposits ii. By type of customer Group and Bank Government and statutory bodies 20 1 1 2010 RM’000 RM’000 8,339 24 Business enterprises 208,987 642,811 Individuals 333,959 302,084 98,163 144,586 649,448 1,089,505 Others 122 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) h. Other liabilities Group and Bank 20 1 1 2010 RM’000 RM’000 8,846 11,783 Other creditors and accruals 61,246 214,876 Profit Equalisation Reserve (see Note 37(l)) 12,391 9,187 Revaluation loss on profit rate undertaking contracts (Note 37(t)) 2,624 146,225 85,107 382,071 Profit payable i. Islamic banking funds Group and Bank Fund allocated j. 20 1 1 2010 RM’000 RM’000 20,000 20,000 Fair value reserve 542 (664) Retained earnings 205,550 184,714 226,092 204,050 Income derived from investment of depositors’ funds and others Group and Bank 20 1 1 2010 RM’000 RM’000 39,397 36,582 2,335 4,615 41,732 41,197 Income derived from investment of: (i) General investment deposits (ii) Other deposits t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 123 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) j. Income derived from investment of depositors’ funds and others (continued) i. Income derived from investment of general deposits Group and Bank 20 1 1 2010 RM’000 RM’000 18,916 18,120 8,245 5,217 10,046 9,205 37,207 32,542 1,966 3,010 39,173 35,552 224 1,030 39,397 36,582 Finance income and hibah Financing, advances and other loans Money at call and placements with financial institutions Income from financial investments available- for-sale Accretion of discount less amortisation of premium Total finance income and hibah Other operating income Fee income Income from general investment deposits 124 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) j. Income derived from investment of depositors’ funds and others (continued) ii. Income derived from investment of other deposits Group and Bank 20 1 1 2010 RM’000 RM’000 Finance income and hibah Financing, advances and other loans 1,121 2,286 Money at call and placements with financial institutions 489 658 Income from financial investments available- for-sale 596 1,161 2,206 4,105 116 380 2,322 4,485 13 130 2,335 4,615 Accretion of discount less amortisation of premium Total finance income and hibah Other operating income Fee income Income from investment of other deposits k. Provision for financing, advances and other loans Provision for financing, advances and other loans: Individual assessment allowance - made in the financial year - written back 179 203 (138) (117) (863) (400) - 5 (822) (309) Collective assessment allowance - reversal during the year Impaired financing, advances and other loans - written off C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 125 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) l. Profit Equalisation Reserve The movement in Profit Equalisation Reserve is as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 At 1 January 9,187 23 Movement in the financial year 3,204 9,164 12,391 9,187 At 31 December m. Income attributable to depositors Group and Bank 20 1 1 2010 RM’000 RM’000 11,272 4,902 2,887 3,224 Deposits from customers - Mudharabah Fund - Non-Mudharabah Fund Deposits and placements of banks and other financial institutions - Non-Mudharabah Fund Others n. 24 66 57 269 14,240 8,461 Income derived from investment of Islamic Banking Capital Funds Group and Bank 20 1 1 2010 RM’000 RM’000 Financing, advances and other loans 2,386 2,194 Money at call and placements with financial institutions 1,040 632 Income from financial investments available-for-sale 1,267 1,115 4,693 3,941 Accretion of discount less amortisation of premium (235) 324 Total finance income and hibah 4,458 4,265 126 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) n. Income derived from investment of Islamic Banking Capital Funds (continued) Group and Bank 20 1 1 2010 RM’000 RM’000 Other operating income Gain/(Loss) from financial assets held-for-trading 88 (91) Gain from financial investments available-for-sale 945 2,690 Fee income (Loss)/Income from trading activities Income from Islamic Banking Capital Funds o. 1,628 877 (1,737) 4,678 924 8,154 5,382 12,419 Income from Islamic banking operations For consolidation with the conventional operations, income from Islamic banking operations comprises the following: Group and Bank Note 20 1 1 2010 RM’000 RM’000 Income derived from investment of depositors’ funds and others (j) 41,732 41,197 Profit Equalisation Reserve (l) (3,204) (9,164) Income attributable to depositors (m) (14,240) (8,461) Income derived from investment of Islamic Banking Capital Funds (n) 5,382 12,419 29,670 35,991 t C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 127 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) p. Other operating expenses Group and Bank 20 1 1 2010 RM’000 RM’000 Personnel costs - Salaries, allowances and bonuses 222 951 - Contributions to Employees Provident Fund 23 23 - Staff benefits and other compensations 14 14 1 30 - Depreciation 1 1 - Rental - 3 2,596 3,674 2,857 4,696 - Others Establishment costs Administrative and general expenses - Others Included in other operating expenses is the Syariah Committee’s remuneration of RM139,000 (2010 - RM108,000). q. Taxation Group and Bank Current tax expense Deferred tax expense 20 1 1 2010 RM’000 RM’000 9,884 7,161 (3,085) 1,051 6,799 8,212 128 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) r. Capital adequacy i. The capital adequacy ratios are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 Total credit RWA 199,050 436,946 Total market RWA 20,319 79,687 Total operational RWA 84,785 92,001 304,154 608,634 Computation of Total Risk Weighted Assets (“RWA”) Total Risk Weighted Assets Computation of Capital Ratios Tier 1 Capital 225,131 203,761 Capital Base 231,517 210,955 Core capital ratio 74.02% 33.48% Risk weighted capital ratio 76.12% 34.66% With effect from 1 January 2010, the capital adequacy ratios of the Group and the Bank are computed in accordance with Bank Negara Malaysia’s revised Risk-Weighted Capital Adequacy Framework (RWCAF-Basel II). The Group and the Bank have adopted the Standardised Approach for Credit Risk and Market Risk, and the Basic Indicator Approach for Operational Risk. The minimum regulatory capital adequacy requirement is 8% for the risk-weighted capital ratio. ii. The components of Tier I and Tier II Capital are as follows: Group and Bank 20 1 1 2010 RM’000 RM’000 20,000 20,000 205,550 184,714 (419) (953) 225,131 203,761 Tier I Capital Fund allocated Retained earnings Less: Deferred tax assets Total Tier I Capital (Core Capital) C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 129 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) r. Capital adequacy (continued) Group and Bank 20 1 1 2010 RM’000 RM’000 6,386 7,194 231,517 210,955 Tier II Capital Collective assessment allowance* Capital Base * s. Excludes collective assessment allowance on impaired loans restricted from Tier II Capital by BNM of RM378,000 (2010 - RM432,000). Off-balance sheet exposures The off-balance sheet exposures and their related counterparty credit risk of the Group and the Bank of the current year are as follows: 2011 Group and Bank Nature of item Principal amount Credit equivalent amount Risk weighted assets RM’000 RM’000 RM’000 - - - Interest/Profit rate related contracts: One year or less Over one year to five years 350,000 9,000 4,200 Over five years 300,000 19,721 11,144 Other commitments, such as formal standby facilities and credit lines, with an original maturity of up to one year 158 32 32 Other commitments, such as formal standby facilities and credit lines with an original maturity of over one year 8,834 4,416 3,275 658,992 33,169 18,651 Total 130 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) s. Off-balance sheet exposures (continued) The off-balance sheet exposures and their related counterparty credit risk of the Group and the Bank for previous year were as follows: 2010 Group and Bank Principal amount Credit equivalent amount Risk weighted assets RM’000 RM’000 RM’000 828,235 152,975 152,975 Over one year to five years - - - Over five years - - - One year or less 138,758 139 139 Over one year to five years 550,000 20,842 14,546 - - - 16,736 8,341 3,312 1,001 - - 1,534,730 182,297 170,972 Nature of item Foreign exchange related contracts: One year or less Interest/Profit rate related contracts: Over five years Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year Any commitments that are unconditionally cancelled at any time by the Bank without prior notice or that effectively provide for automatic cancellation due to deterioration in a borrower’s creditworthiness Total C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 131 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) t. Derivative financial instruments 2011 2010 Contract Amount Positive fair value Negative fair value Contract amount Positive fair value Negative fair value RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 - - - 1,521,749 139,724 139,724 Foreign exchange related contracts: - Cross currency Islamic profit rate undertaking Others - Islamic profit rate undertaking u. 800,000 2,624 2,624 927,515 6,501 6,501 800,000 2,624 2,624 2,449,264 146,225 146,225 Note 37(f) Note 37(h) Note 37(f) Note 37(h) Profit rate risk Effective Group and Bank 2011 Assets Cash and short term funds Financial investments available-for-sale Financing, advances and other loans - performing - impaired Deferred tax assets Others assets Total assets Up To 1 >1-3 > 3 - 12 >1-5 Over 5 Non-interest Trading Month Months Months Years Years Sensitive Book Total Interest Rate RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % 66,000 - - - - 2,863 - 68,863 2.82% - - 80,000 351,792 - - - 431,792 2.81% 1,446 - - 422 - 2,065 - 439,481 - (6,764) 7,510 239 12,969 2,624 436,650 7,510 239 15,593 4.80% 67,446 - 80,422 353,857 439,481 16,817 2,624 960,647 132 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) u. Profit rate risk (continued) Effective Group and Bank 2011 Up To 1 >1-3 > 3 - 12 >1-5 Over 5 Non-interest Trading Month Months Months Years Years Sensitive Book Total Interest Rate RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % Liabilities and Islamic Banking Funds Deposits from customers 592,768 - 8,432 48,248 - - - 649,448 Deferred tax liability - - - - - - - - Other liabilities - - - - - 82,483 2,624 85,107 Total liabilities 592,768 - 8,432 48,248 - 82,483 2,624 734,555 - - - - - 226,092 - 226,092 592,768 - 8,432 48,248 - 308,575 2,624 960,647 (525,322) - 71,990 305,609 439,981 (291,758) - Islamic Banking Funds Total liabilities and Islamic Banking Funds On-balance sheet profit sensitivity gap 1.53% Effective Group and Bank 2010 Assets Cash and short term funds Financial assets held-for-trading Financial investments available-for-sale Financing, advances and other loans - performing - impaired Deferred tax assets Others assets Total assets Up To 1 >1-3 > 3 - 12 >1-5 Over 5 Non-interest Trading Month Months Months Years Years Sensitive Book Total Interest Rate RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % 390,000 - - - - 4,301 - 394,301 2.12% - - - - - - 343,179 343,179 13.98% - - - 271,553 - - - 271,553 10.57% 214 - 210 - 1,598 - 1,215 - 494,016 - (7,626) 11,173 1,142 18,426 146,225 489,627 11,173 1,142 164,651 4.36% 390,214 210 1,598 272,768 494,016 27,416 489,404 1,675,626 C i t i b a n k B e r h a d l 2 0 1 1 A n n u a l R e p o r 133 t N o t e s To T h e F i n a n c i a l S t a t e m e n t s 37. The operations of Islamic Banking (continued) u. Profit rate risk (continued) Effective Group And Bank 2010 Up To 1 >1-3 > 3 - 12 >1-5 Over 5 Non-interest Trading Month Months Months Years Years Sensitive Book Total Interest Rate RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 % Liabilities and Islamic Banking Funds Deposits from customers Other liabilities 973,532 - 5,567 - 49,057 - 61,349 - - 235,846 - 1,089,505 146,225 382,071 Total liabilities Islamic Banking Funds 973,532 - 5,567 - 49,057 - 61,349 - - 235,846 204,050 146,225 1,471,576 - 204,050 Total liabilities and Islamic Banking Funds 973,532 5,567 49,057 61,349 - 439,896 146,225 1,675,626 (583,318) (5,357) (47,459) 211,419 On-balance sheet profit sensitivity gap 494,016 (412,480) 343,179 0.76%