Khan Bank LLC International Financial Reporting Standards Financial Statements and Independent Auditor’s Report 31 December 2011 Khan Bank LLC CONTENTS INDEPENDENT AUDITOR’S REPORT FINANCIAL STATEMENTS Statement of Financial Position ..................................................................................................................... 1 Statement of Comprehensive Income ........................................................................................................... 2 Statement of Changes in Equity .................................................................................................................... 3 Statement of Cash Flows .............................................................................................................................. 4 Notes to the Financial Statements 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 Introduction.......................................................................................................................................... 6 Operating Environment of the Bank .................................................................................................... 6 Summary of Significant Accounting Policies ....................................................................................... 7 Critical Accounting Estimates, and Judgements in Applying Accounting Policies ............................ 18 Adoption of New or Revised Standards and Interpretations ............................................................. 20 New Accounting Pronouncements .................................................................................................... 21 Cash and Cash Equivalents .............................................................................................................. 23 Mandatory reserve with the Bank of Mongolia .................................................................................. 25 Due from Other Banks ...................................................................................................................... 25 Loans and Advances to Customers .................................................................................................. 25 Investments in Associates................................................................................................................. 31 Short term investments ..................................................................................................................... 32 Long term investments ...................................................................................................................... 33 Intangible Assets ............................................................................................................................... 33 Property and Equipment ................................................................................................................... 34 Other assets ...................................................................................................................................... 36 Due to Other Banks........................................................................................................................... 39 Customer accounts ........................................................................................................................... 39 Other borrowed funds ....................................................................................................................... 40 Other liabilities ................................................................................................................................... 44 Subordinated debt ............................................................................................................................. 45 Share Capital .................................................................................................................................... 46 Interest Income and Expense ........................................................................................................... 48 Fee and Commission Income and Expense ..................................................................................... 49 Administrative and Operating Expenses ........................................................................................... 50 Income Taxes .................................................................................................................................... 51 Dividends paid ................................................................................................................................... 51 Financial Risk Management .............................................................................................................. 52 Management of Capital ..................................................................................................................... 69 Contingencies and Commitments ..................................................................................................... 70 Fair Value of Financial Instruments .................................................................................................. 74 Presentation of Financial Instruments by Measurement Category ................................................... 76 Related Party Transactions ............................................................................................................... 77 Events after the End of Reporting Period ......................................................................................... 80 Audit Opinion Khan Bank LLC Statement of Financial Position Note 31 December 2011 31 December 2010 (adjusted) 1 January 2010 (adjusted) In thousands of Mongolian Tugriks Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Investments in associates Short term investments Long term investments Intangible assets Property and equipment 7 541,457,382 645,200,476 407,660,697 8 9 10 11 12 13 14 15 172,470,710 11,224,977 1,377,265,693 512,888 23,247,398 42,863,315 3,000,781 59,229,908 58,481,200 6,315,506 776,709,853 512,888 22,329,569 3,529,644 38,999,240 40,141,000 14,505,352 580,707,524 325,044 3,898,992 37,512,229 Other financial assets Other non-financial assets 16 16 306,548 4,163,817 295,099 3,362,490 32,560 3,133,864 2,235,743,417 1,555,735,965 1,087,917,262 20 14,466,430 1,812,332,757 148,369,466 1,129,771 7,731,831 5,021,523 1,311,549,930 82,408,167 1,616,528 3,270,095 3,198,323 865,724,908 88,002,938 211,954 2,626,404 20 21 4,095,973 59,078,309 2,128,025 28,240,493 1,380,126 31,837,896 2,047,204,537 1,434,234,761 992,982,549 12,994,012 13,866,079 15,164,056 12,994,012 13,866,079 503,587 12,994,012 13,866,079 604,541 Share-based payment reserve Retained earnings 121,096 146,393,637 121,096 94,016,430 121,096 67,348,985 Total equity 188,538,880 121,501,204 94,934,713 2,235,743,417 1,555,735,965 1,087,917,262 Total assets Liabilities Due to other banks Customer accounts Other borrowed funds Current income tax liability Other financial liabilities Other non-financial liabilities Subordinated debt 17 18 19 Total liabilities EQUITY Share capital Share premium Revaluation surplus Total liabilities and equity 22 22 Approved for issue and signed on behalf of the Managing Board on 30 March 2012. ___________________________ ___________________________ NORIHIKO KATO Acting Chief Executive Officer MUNKHBAYAR.G Chief Financial Officer The notes set out on pages 6 to 80 form an integral part of these financial statements. 1 Khan Bank LLC Statement of Comprehensive Income Note 2011 2010 (adjusted) In thousands of Mongolian Tugriks Interest income Interest expense 23 23 219,385,632 (93,537,508) 165,779,084 (75,642,185) Net interest income Provision for loan impairment 10 125,848,124 (3,039,582) 90,136,899 (585,493) 122,808,542 89,551,406 25 13,052,633 (1,299,883) 22,527,686 (87,958) (2,519,685) 57,621 1,143,816 (77,438,783) 7,060,123 (503,748) 9,860,414 816,576 (4,363,440) (115,387) 607,118 (62,869,467) 26 78,243,989 (19,864,779) 40,043,595 (9,515,804) 58,379,210 30,527,791 14,706,271 - Other comprehensive income for the year 14,706,271 - Total comprehensive income for the year 73,085,481 30,527,791 Net interest income after provision for loan impairment Fee and commission income Fee and commission expense Gains less losses from trading in foreign currencies (Losses net of gains)/gains less losses from financial derivatives Foreign exchange translation losses less gains Decrease/(Increase) of provision for other assets Other operating income Administrative and other operating expenses Profit before tax Income tax expense 24 24 16 Profit for the period Other comprehensive income Revaluation of premises 15 The notes set out on pages 6 to 80 form an integral part of these financial statements. 2 Khan Bank LLC Statement of Changes in Equity Note Share capital Share premium Revaluation surplus Sharebased payment Retained earnings Total equity 12,994,012 13,866,079 604,541 121,096 67,348,985 94,934,713 Profit for the year - - - - 30,527,791 30,527,791 Total comprehensive income for 2010 - - - - 30,527,791 30,527,791 - - (100,954) - - 100,954 (3,961,300) (3,961,300) 12,994,012 13,866,079 503,587 121,096 94,016,430 121,501,204 Profit for the year Other comprehensive income - - 14,706,271 - 58,379,210 - 58,379,210 14,706,271 Total comprehensive income for 2011 - - 14,706,271 - 58,379,210 73,085,481 - - (45,802) - - 45,802 (6,047,805) (6,047,805) 12,994,012 13,866,079 15,164,056 121,096 146,393,637 188,538,880 In thousands of Mongolian Tugriks Balance at 1 January 2010 Realised revaluation reserve Dividends paid 27 Balance at 31 December 2010 Realised revaluation reserve Dividends paid Balance at 31 December 2011 27 The notes set out on pages 6 to 80 form an integral part of these financial statements. 3 Khan Bank LLC Statement of Cash Flows Note 2011 2010 (adjusted) 78,243,989 40,043,595 3,039,582 7,257,671 24,123 39,298 280,702 2,519,685 108,118 251,282 (57,621) (219,385,632) 93,537,508 585,493 8,386,528 34,201 28,689 183,944 4,363,440 138,598 115,387 (165,779,084) 75,642,185 (34,141,295) (36,257,024) Net increase in mandatory cash balances with the Bank of Mongolia Net (increase)/decrease in due from other banks Net increase in loans and advances to customers Net (decrease)/increase in other financial assets Net increase in other non-financial assets Net increase in due to other banks Net increase in customer accounts Net increase in other financial liabilities Net increase in other non-financial liabilities (111,286,538) (3,702,243) (576,032,806) 45,172 (819,349) 8,386,515 456,541,756 4,325,632 1,665,132 (21,847,273) 3,573,210 (215,202,871) (420,389) (271,089) 2,225,773 478,355,300 612,228 538,636 Net cash (used in)/from operating activities before tax (255,018,024) 211,306,501 (37,640) (20,351,536) 219,381,049 (88,468,999) (66,294) (8,111,230) 163,144,330 (74,170,561) (144,495,150) 292,102,746 (11,936,164) 122,537 (823,100) (26,942,200) 3,000,000 (20,434,000) - (8,878,779) 90,361 (888,572) (59,182,026) 59,182,026 (20,000,000) (187,844) (57,012,927) (29,864,834) In thousands of Mongolian Tugriks Cash flows from operating activities Profit before tax Adjustments to: Impairment provisions for loans and advances to customers Amortization and depreciation Loss on disposal of premises and equipment Unwinding of discount on share appreciation rights Share appreciation rights Net foreign exchange loss Property and equipment written off Property and equipment revaluation loss Provision for other assets Interest income Interest expense 10 25 25 16 23 23 Cash flows from operating activities before changes in operating assets and liabilities Payment of share appreciation rights Income taxes paid Interest received Interest paid Net cash (used in)/from operating activities Cash flows from investing activities Acquisition of premises and equipment Proceeds from disposal of premises and equipment Acquisition of intangible assets Acquisition of short term investments Proceeds from sale of short term investments Acquisition of long term investments Acquisition of associates 15 14 Net cash used in investing activities The notes set out on pages 6 to 80 form an integral part of these financial statements. 4 Khan Bank LLC Statement of Cash Flows 2011 2010 (adjusted) 86,398,697 (28,109,874) 24,993,300 (6,047,805) 24,855,705 (21,083,777) (3,961,300) Net cash from/(used in) financing activities 77,234,318 (189,372) Effect of exchange rate changes on cash and cash equivalents 20,530,665 (24,508,761) In thousands of Mongolian Tugriks Cash flows from financing activities Proceeds from drawdown of other borrowed funds Repayment of other borrowed funds Proceeds from subordinated debt Dividends paid Note 21 27 Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period 7 (103,743,094) 645,200,476 237,539,779 407,660,697 Cash and cash equivalents at the end of the period 7 541,457,382 645,200,476 The notes set out on pages 6 to 80 form an integral part of these financial statements. 5 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 1 Introduction These financial statements have been prepared in accordance with International Financial Reporting Standards for the year ended 31 December 2011 for Khan Bank LLC (the “Bank”). The Bank was incorporated and is domiciled in Mongolia. The Bank is a limited liability company and was set up in accordance with Mongolian regulations. As of 31 December 2011 and 2010, the Bank’s immediate and ultimate parent is Sawada Holdings Co. Ltd. (the “Parent” or “the parent company”), holding company incorporated and domiciled in Japan, listed on the Osaka Stock Exchange. Sawada Holdings Co. also represents ultimate controlling party of the Bank. The Bank’s shareholders are disclosed in Note 22. Principal activity. The Bank has operated under a full banking license No. 2 issued by the Bank of Mongolia (“BOM”) since 22 November 2006. The Bank’s principal business activity is commercial and retail banking operations and financial services within the Mongolia. As at 31 December 2011 the Bank had 30 branches (including Head Office) within Mongolia (31 December 2010: 29 branches). Also, as at 31 December 2011 the Bank had 461 sub-branches (31 December 2010: 454 sub-branches). The number of the Bank’s employees as at 31 December 2011 was 4,178 (31 December 2010: 4,066). Registered address and place of business. The Bank’s registered address is: Seoul Street 25, P.O. Box192 Ulaanbaatar-210644, Mongolia. Presentation currency. These financial statements are presented in Mongolian Tugriks (“MNT”), unless otherwise stated. 2 Operating Environment of the Bank Mongolia displays many characteristics of an emerging market including relatively high inflation and interest rates. The recent global financial crisis had a severe effect on the Mongolian economy and the financial situation in the Mongolian financial and corporate sectors significantly deteriorated during 2009. However 2010 saw a recovery in the domestic economy and the Mongolian currency and stock market has seen high growth following the recovery in commodity prices, continuation in demand from China and an increase in inbound investment. The growth of the Mongolian economy has continued in 2011. The tax and customs legislation in Mongolia is subject to varying interpretations and frequent changes (refer to Note 30). The future economic performance of Mongolia is tied to the continuing demand from China and continuing high global prices for commodities as well as dependent upon the effectiveness of economic, financial and monetary measures undertaken by the Government together with tax, legal regulatory and political developments. Management determined impairment provisions by considering the economic situation and outlook at the end of the reporting period. Provisions for loans to customers and other financial assets are determined using the ‘incurred loss’ model required by the applicable accounting standards. These standards require recognition of impairment losses for receivables that arose from past events and prohibit recognition of impairment losses that could arise from future events, no matter how likely those future events are. Refer to Note 4. Management is unable to predict all developments, which could have an impact on the Mongolian economy, and consequently what effect, if any, they could have on the future financial position of the Bank. Management believes it is taking all the necessary measures to support the sustainability and development of the Bank’s business. 6 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies Basis of preparation. These financial statements has been prepared in accordance with International Financial Reporting Standards (“IFRS”) under the historical cost convention, as modified by the initial recognition of financial instruments measured at fair value, and by the revaluation of premises, and financial instruments categorised at fair value through profit or loss. The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated (refer to Note 5). Associates. Associates are entities over which the Bank has significant influence (directly or indirectly), but not control, generally accompanying a shareholding of between 20 and 50 percent of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The carrying amount of associates includes goodwill identified on acquisition less accumulated impairment losses, if any. Dividends received from associates reduce the carrying value of the investment in associates. Other post-acquisition changes in the Bank’s share of net assets of an associate are recognised as follows: (i) the Bank’s share of profits or losses of associates is recorded in the profit or loss for the year as share of result of associates, (ii) the Bank’s share of other comprehensive income is recognised in other comprehensive income and presented separately, (iii); all other changes in the Bank’s share of the carrying value of net assets of associates are recognised in profit or loss within the share of result of associates. However, when the Bank’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Bank does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Bank and its associates are eliminated to the extent of the Bank’s interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Financial instruments - key measurement terms. Depending on their classification financial instruments are carried at fair value or amortised cost as described below. 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. Fair value is the current bid price for financial assets and current asking price for financial liabilities which are quoted in an active market. For assets and liabilities with offsetting market risks, the Bank may use mid-market prices as a basis for establishing fair values for the offsetting risk positions and apply the bid or asking price to the net open position as appropriate. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange or other institution and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Valuation techniques such as discounted cash flows models or models based on recent arm’s length transactions or consideration of financial data of the investees are used to fair value certain financial instruments for which external market pricing information is not available. Valuation techniques may require assumptions not supported by observable market data. Disclosures are made in these financial statements if changing any such assumptions to a reasonably possible alternative would result in significantly different profit, income, total assets or total liabilities. 7 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place. Transaction costs include fees and commissions paid to agents (including employees acting as selling agents), advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs. Amortised cost is the amount at which the financial instrument was recognised at initial recognition less any principal repayments, plus accrued interest, and for financial assets less any write-down for incurred impairment losses. Accrued interest includes amortisation of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method. Accrued interest income and accrued interest expense, including both accrued coupon and amortised discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying values of related items in the statement of financial position. The effective interest method is a method of allocating interest income or interest expense over the relevant period so as to achieve a constant periodic rate of interest (effective interest rate) on the carrying amount. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (excluding future credit losses) through the expected life of the financial instrument or a shorter period, if appropriate, to the net carrying amount of the financial instrument. The effective interest rate discounts cash flows of variable interest instruments to the next interest re-pricing date except for the premium or discount which reflects the credit spread over the floating rate specified in the instrument, or other variables that are not reset to market rates. Such premiums or discounts are amortised over the whole expected life of the instrument. The present value calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate. Initial recognition of financial instruments. Derivatives are initially recorded at fair value. All financial instruments are initially recorded at fair value plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique for which inputs include only data from observable markets. All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (“regular way” purchases and sales) are recorded at trade date, which is the date that the Bank commits to deliver a financial asset. All other purchases are recognised when the entity becomes a party to the contractual provisions of the instrument. Derecognition of financial assets. The Bank derecognises financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the Bank has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all the risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose restrictions on the sale. Cash and cash equivalents. Cash and cash equivalents are items which are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents include deposits with the Central Bank (Bank of Mongolia), other than required mandatory reserve, and all interbank placements with original maturities of less than three months. Funds restricted for a period of more than three months on origination are excluded from cash and cash equivalents. Cash and cash equivalents are carried at amortised cost. Mandatory cash balances with the Bank of Mongolia. Mandatory cash balances with the Bank of Mongolia are carried at amortised cost and represent non-interest bearing mandatory reserve deposits which are not available to finance the Bank’s day to day operations and hence are not considered as part of cash and cash equivalents for the purposes of the statement of cash flows. 8 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Due from other banks. Amounts due from other banks are recorded when the Bank advances money to counterparty banks with no intention of trading the resulting unquoted non-derivative receivable due on fixed or determinable dates. Amounts due from other banks are carried at amortised cost. Short-term and long-term investments. Short-term and long-term investments represent government bonds issued by the Ministry of Finance of Mongolia and treasury bills issued by the Bank of Mongolia which are recorded when the Bank advances money to purchase or originate an unquoted non-derivative receivable from an issuer due on fixed or determinable dates and has no intention of trading the receivable. Government bonds and treasury bills issued by the Bank of Mongolia are carried at amortized cost. Loans and advances to customers. Loans and advances to customers are recorded when the Bank advances money to purchase or originate an unquoted non-derivative receivable from a customer due on fixed or determinable dates and has no intention of trading the receivable. Loans and advances to customers are carried at amortised cost. Sale and repurchase agreements and lending of securities. Sale and repurchase agreements (“repo agreements”) which effectively provide a lender’s return to the counterparty are treated as secured financing transactions. Securities sold under such sale and repurchase agreements are not derecognised. The securities are not reclassified in the statement of financial position unless the transferee has the right by contract or custom to sell or repledge the securities, in which case they are reclassified as repurchase receivables. The corresponding liability is presented separately in the statement of financial position as ‘repurchase agreements’ and is carried at amortized cost. Securities purchased under agreements to resell (“reverse repo agreements”) which effectively provide a lender’s return to the Bank are recorded as due from other banks or loans and advances to customers, as appropriate. The difference between the sale and repurchase price is treated as interest income and accrued over the life of repo agreements using the effective interest method. Impairment of financial assets carried at amortised cost. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) that occurred after the initial recognition of the financial asset and which have an impact on the amount or timing of the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If the Bank determines that no objective evidence exists that impairment was incurred 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. The primary factors that the Bank considers in determining whether a financial asset is impaired are its overdue status and realisability of related collateral, if any. The following other principal criteria are also used to determine whether there is objective evidence that an impairment loss has occurred: - any instalment is overdue and the late payment cannot be attributed to a delay caused by the settlement systems; - the borrower experiences a significant financial difficulty as evidenced by the borrower’s financial information that the Bank obtains; - the borrower considers bankruptcy or a financial reorganisation; - there is an adverse change in the payment status of the borrower as a result of changes in the national or local economic conditions that impact the borrower; or - the value of collateral significantly decreases as a result of deteriorating market conditions. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. 9 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets and the experience of management in respect of the extent to which amounts will become overdue as a result of past loss events and the success of recovery of overdue amounts. Past experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect past periods and to remove the effects of past conditions that do not exist currently. If the terms of an impaired financial asset held at amortized cost are renegotiated or otherwise modified because of financial difficulties of the borrower or issuer, impairment is measured using the original effective interest rate before the modification of terms. Impairment losses are always recognised through an allowance account to write down the asset’s carrying amount to the present value of expected cash flows (which exclude future credit losses that have not been incurred) discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account through profit or loss for the year. Uncollectible assets are written off against the related impairment loss provision after all the necessary procedures to recover the asset have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to impairment loss account in profit or loss for the year. The Bank performs impairment assessment in accordance with IFRS requirements on a quarterly basis. The main considerations for the loan impairment assessment include whether any payments of principal or interest are overdue by more than 90 days or there are any known difficulties in the cash flows of counterparties, credit rating downgrades, or infringement of the original terms of the contract. Impairment provision is determined through individual (specific) assessment and collective assessment. Specific assessment includes individually significant exposures and exposures with identified impairment indicators. Collective assessment includes exposures, which are not individually significant as well as individually significant exposures without objective evidence of impairment. The Bank determines the allowances appropriate for each individually significant loan or advance on an individual basis. Items considered when determining allowance amounts include the sustainability of the counterparty’s business plan, its ability to improve performance once a financial difficulty has arisen, projected receipts and the expected dividend payout should bankruptcy ensue, the availability of the other financial support and the realisable value of collateral, and the timing of the expected cash flows. The impairment losses are evaluated at each reporting date, unless unforeseen circumstances require more careful attention. Allowances are assessed collectively for losses on loans and advances that are not individually significant and for individually significant loans and advances where there is not yet objective evidence of individual impairment. Allowances are evaluated on each reporting date with each portfolio receiving a separate review by the management. The collective assessment takes account of impairment that is likely to be present in the portfolio even though there is not yet objective evidence of impairment in an individual assessment. Impairment losses are estimated by taking into consideration of the following information: historical losses on the portfolio, current economic conditions, the approximate delay between the time a loss is likely to have been incurred and the time it will be identified as requiring an individually assessed impairment allowance, and expected receipts and recoveries once impaired. Renegotiated loans. Where possible, the Bank seeks to restructure loans rather than to take possession of collateral. This may involve extending the payment arrangements and the agreement of new loan conditions. Once the terms have been renegotiated, the loan is no longer considered past due. Management continuously reviews renegotiated loans to ensure that all criteria are met and that future payments are likely to occur. The loans continue to be subject to an individual or collective impairment assessment, calculated using the loan’s original effective interest rate. 10 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Credit related commitments. The Bank enters into credit related commitments, including letters of credit and financial guarantees. Financial guarantees represent irrevocable assurances to make payments in the event that a customer cannot meet its obligations to third parties and carry the same credit risk as loans. Financial guarantees and commitments to provide a loan are initially recognised at their fair value, which is normally evidenced by the amount of fees received. This amount is amortised on a straight line basis over the life of the commitment, except for commitments to originate loans if it is probable that the Bank will enter into a specific lending arrangement and does not expect to sell the resulting loan shortly after origination; such loan commitment fees are deferred and included in the carrying value of the loan on initial recognition. At the end of each reporting period, the commitments are measured at the higher of (i) the remaining unamortised balance of the amount at initial recognition and (ii) the best estimate of expenditure required to settle the commitment at the end of each reporting period. In cases where the fees are charged periodically in respect of an outstanding commitment, they are recognised as revenue on a time proportion basis over the respective commitment period. Derivative financial instruments. Derivative financial instruments, primarily include foreign exchange contracts such as forward rate agreements. Derivative financial instruments represent financial assets at fair value through profit or loss and are carried at their fair value. All derivative instruments are carried as assets when fair value is positive and as liabilities when fair value is negative. Changes in the fair value of derivative instruments are included in profit or loss for the year (gains less losses on derivatives). The Bank does not apply hedge accounting. As of 31 December 2011 and 31 December 2010 the Bank had no derivative financial instruments. Operating leases. Where the Bank is a lessee in a lease which does not transfer substantially all the risks and rewards incidental to ownership from the lessor to the Bank, the total lease payments are charged to profit or loss for the year (rental expense) on a straight-line basis over the period of the lease. When assets are leased out under an operating lease, the lease payments receivable are recognised as rental income on a straight-line basis over the lease term. Premises and equipment. Premises are stated at re-valued amounts, as described below, less accumulated depreciation and provision for impairment, where required. Premises owned by the Bank are initially measured at cost. Premises are subject to regular revaluations, with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. Increases in the carrying amount arising on revaluation are credited to other comprehensive income and increase the revaluation surplus in equity. Decreases that offset previous increases of the same asset are recognised in other comprehensive income and decrease the previously recognised revaluation surplus in equity; all other decreases are charged to profit or loss for the year. The revaluation reserve for premises and equipment included in equity is transferred directly to accumulated deficit or retained earnings when the surplus is realised on the retirement or disposal of the asset, or as the asset is used by the Bank; in the latter case, the amount of the surplus realised is the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost. Equipment owned by the Bank is stated at cost less depreciation and provision for impairment, where required. Costs of minor repairs and maintenance are expensed when incurred. Costs of replacing major parts or components of premises and equipment items are capitalised and the replaced part is retired. At the end of each reporting period management assesses whether there is any indication of impairment of premises and equipment. If any such indication exists, management estimates the recoverable amount, which is determined as the higher of an asset’s fair value less costs to sell and its value in use. The carrying amount is reduced to the recoverable amount and the impairment loss is recognised in profit or loss for the year (to the extent it exceeds the previous revaluation surplus in equity, in case of premises). An impairment loss recognised for an asset in prior years is reversed if there has been a change in the estimates used to determine the asset’s value in use or fair value less costs to sell. 11 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Gains and losses on disposals determined by comparing proceeds with carrying amount are recognised in profit or loss for the year (within other operating income or expenses). Depreciation. Construction in progress is not depreciated. Depreciation on other items of premises and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives: Premises Furniture, office equipment and vehicles Computers and technical equipment Useful lives in years 40 years 10 years 3-5 years The residual value of an asset is the estimated amount that Bank would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Intangible assets. The Bank’s intangible assets other than goodwill have definite useful lives and primarily include capitalised computer software licenses. Computer software licenses acquired are capitalised on the basis of the costs incurred to acquire and bring them to use. Intangible assets are amortised using the straight-line method over their useful lives: Computer software (core banking software) Useful lives in years 3-5 years If impaired, the carrying amount of intangible assets is written down to the higher of value in use and fair value less costs to sell. Due to other banks. Amounts due to other banks are recorded when money or other assets are advanced to the Bank by counterparty banks. The non-derivative liability is carried at amortised cost. If the Bank purchases its own debt, the liability is removed from the statement of financial position and the difference between the carrying amount of the liability and the consideration paid is included in gains or losses arising from retirement of debt. Customer accounts. Customer accounts are non-derivative liabilities to individuals, state or corporate customers and are carried at amortised cost. Other borrowed funds. Other borrowed funds include loans obtained from international financial institutions and Mongolian government organizations, and promissory notes issued. These financial liabilities are carried at amortized cost using effective interest rate method. Subordinated debts. Subordinated debts are carried at amortized cost using effective interest rate method. The debts are convertible at maturity to common shares of the Bank at a price to be negotiated between the parties at the time of such conversion. Conversion into common shares is subject to approval of two thirds of the Bank’s shareholders. Income taxes. Income taxes have been provided for in the financial statements in accordance with legislation enacted or substantively enacted by the balance sheet date. The income tax charge comprises current tax and deferred tax and is recognised in the profit or loss unless it relates to transactions that are recognised in the same or a different period in other comprehensive income or directly in equity. 12 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Current tax is the amount expected to be paid to or recovered from the taxation authorities in respect of taxable profits or losses for the current and prior periods. Taxable profits or losses are based on estimates if financial statements are authorised prior to filing relevant tax returns. Taxes other than on income are recorded within operating expenses. Deferred income tax is provided using the balance sheet liability method for tax loss carry forwards and temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In accordance with the initial recognition exemption deferred taxes are not recorded for temporary differences on initial recognition of an asset or a liability in a transaction other than a business combination if the transaction when initially recorded affects neither accounting nor taxable profit. Deferred tax balances are measured at tax rates enacted or substantively enacted at the balance sheet date which are expected to apply to the period when the temporary differences will reverse or the tax loss carry forwards will be utilised. Deferred tax assets and liabilities are netted by the Company. Deferred tax assets for deductible temporary differences and tax loss carry forwards are recorded only to the extent that it is probable that future taxable profit will be available against which the deductions can be utilised. Uncertain tax positions. The Bank's uncertain tax positions are reassessed by management at the end of each reporting period. Liabilities are recorded for income tax positions that are determined by management as more likely than not to result in additional taxes being levied if the positions were to be challenged by the tax authorities. The assessment is based on the interpretation of tax laws that have been enacted or substantively enacted by the end of the reporting period and any known court or other rulings on such issues. Liabilities for penalties, interest and taxes other than on income are recognised based on management’s best estimate of the expenditure required to settle the obligations at the end of the reporting period. Provisions for liabilities and charges. Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount. They are accrued when the Bank has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Trade and other payables. Trade payables are accrued when the counterparty has performed its obligations under the contract and are carried at amortised cost. Income and expense recognition. Interest income and expense are recorded for all debt instruments on an accruals basis using the effective interest method. This method defers, as part of interest income or expense, all fees paid or received between the parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Fees integral to the effective interest rate include origination fees received or paid by the entity relating to the creation or acquisition of a financial asset or issuance of a financial liability, for example fees for evaluating creditworthiness, evaluating and recording guarantees or collateral, negotiating the terms of the instrument and for processing transaction documents. Commitment fees received by the Bank to originate loans at market interest rates are integral to the effective interest rate if it is probable that the Bank will enter into a specific lending arrangement and does not expect to sell the resulting loan shortly after origination. The Bank does not designate loan commitments as financial liabilities at fair value through profit or loss. When loans and other debt instruments become doubtful of collection, they are written down to the present value of expected cash inflows and interest income is thereafter recorded for the unwinding of the present value discount based on the asset’s effective interest rate which was used to measure the impairment loss. All other fees, commissions and other income and expense items are generally recorded on an accruals basis by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided. Share capital and premium. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Any excess of the fair value of consideration received over the par value of shares issued is recorded as share premium in equity. 13 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) Dividends. Dividends are recorded in equity in the period in which they are declared. Any dividends declared after the end of the reporting period and before the financial statements are authorised for issue are disclosed in the subsequent events note. The basis for distribution of dividends is statutory retained earnings. Foreign currency translation. The functional currency of the Bank is the currency of the primary economic environment in which the entity operates. Thus, the Bank’s functional currency and presentation currency is the national currency of Mongolia, Mongolian Tugrik (“MNT”). Monetary assets and liabilities are translated into the Bank’s functional currency at the official exchange rate of the Bank of Mongolia (“BOM”) at the respective end of the reporting period. Foreign exchange gains and losses resulting from the settlement of the transactions and from the translation of monetary assets and liabilities into the Bank’s functional currency at year-end official exchange rates of the BOM are recognised in profit or loss. Translation at year-end rates does not apply to non-monetary items that are measured at historical cost. Non-monetary items measured at fair value in a foreign currency including equity investments are translated using the exchange rates at the date when the fair value was determined. Effects of exchange rate changes on non-monetary items measured at fair value in a foreign currency are recorded as part of the fair value gain or loss. At 31 December 2011 the principal rate of exchange used for translating foreign currency balances was USD 1 = MNT 1,396.37 (31 December 2010: USD 1 = MNT 1,256.47). Offsetting. Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts, and there is an intention to either settle on a net basis, or to realise the asset and settle the liability simultaneously. Staff costs and related contributions. Wages, salaries and other salary related expenses are recognized as an expense in the year in which the associated services are rendered by the Bank’s employees. Short term accumulating compensated absences such as paid annual leave are recognized when services rendered by employees that increase their entitlement to future compensated absences. Short term nonaccumulating compensated absences such as sick leave are recognized when absences occur. As required by law, companies in Mongolia make contributions to the government pension scheme - Social Security and Health Insurance Fund. Such contributions are recognized as an expense in the profit or loss as incurred. The Bank has no legal or constructive obligation to make pension or similar benefit payments beyond the payments to the statutory defined contribution scheme. Share-based payments. The Bank recognises the services received or acquired in a share-based payment transaction when the services are received. The Bank recognises a corresponding increase in equity if the services were received in an equity-settled share-based payment transaction or a liability if the services were acquired in a cash-settled share-based payment transaction. For equity-settled share-based payment transactions with service providers, the Bank measures services received, and the corresponding increase in equity indirectly, by reference to the fair value of the equity instruments granted. For cash-settled share-based payment transactions, the Bank measures the services acquired and the liability incurred at the fair value of the liability. Until the liability is settled, the Bank remeasures the fair value of the liability at the end of each reporting period and at the date of settlement, with any changes in fair value recognised in profit or loss for the period. 14 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) The information on Share Appreciation Rights (SAR) is given in Note 20. For information on equity settled transactions with the corporate shareholder (DAI), refer to Note 22. Changes in presentation. Where necessary corresponding figures have been adjusted to conform to the presentation of the current year amounts. The following reclassification and adjustments have been made in these financial statements: ï‚· Classification of current accounts and bank deposits with maturity of less than three months. Current accounts and deposits with banks with original maturity of less than three months were presented within the line cash and cash equivalents in these financial statements. These balances were presented within the line due from other banks in the financial statements for the year ended 31 December 2010. The item due from other banks includes only bank deposits with original maturities above three months. ï‚· Classification of cash on hand. Cash on hand, including cash in ATMs, which was presented as cash and balances with the Central Bank in the financial statements for year ended 31 December 2010, is classified as cash and cash equivalents. ï‚· Presentation of mandatory reserve with Bank of Mongolia. Mandatory reserve with Bank of Mongolia as of 31 December 2010 was presented within the line cash and balances with the Central Bank in the financial statements for the year ended 31 December 2010. Mandatory reserve is presented as a separate line on the face of statement of financial position. ï‚· Investments in associates. The Bank had the ability to significantly influence operational and financial policies of its investees as of 31 December 2010 (Note 11). These investments were presented within financial investments – available for sale in the financial statements for the year ended 31 December 2010. These investments are presented as investments in associates on the face of the statement of financial position in these financial statements. The remaining amounts of financial investments – available for sale are reclassified to other assets. ï‚· Classification of financial investments. Treasury bills issued by the Bank of Mongolia and repurchase agreements have original maturity less than three months and meet the definition of cash and cash equivalents. Thus, they are included in cash and cash equivalents in these financial statements and classified as loans and receivables for measurement purposes. Treasury bills and repurchase agreements were included in financial investments – held to maturity in the financial statements for the year ended 31 December 2010. Unquoted government bonds, which were presented in line financial investments – held to maturity are reclassified to the item long-term investments. ï‚· Intangible assets. Intangible assets are presented as a separate item. Intangible assets were included in property and equipment in the financial statements for the year ended 31 December 2010. ï‚· Presentation of subordinated debt. Subordinated debt is presented separately on the face of the statement of financial position, while it was included in other borrowed funds in the financial statements for year ended 31 December 2010. 15 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) ï‚· Deferred grants. Certain amounts related to other borrowed funds obtained at low interest rates (Note 4) were treated as deferred grants in the financial statements for the year ended 31 December 2010. Management reconsidered the accounting for these borrowings, which resulted in their reclassification to other borrowed funds. ï‚· Other improvements in presentation on the face of statement of financial position. The main other improvements include reclassification of certain borrowings previously classified as customer accounts to other borrowed funds, as well as reclassification of accruals related to other borrowed funds from other liabilities to other borrowed funds. ï‚· Presentation of loan origination fee income. Loan origination fee income represents an integral part of effective interest rate and thus it is presented within interest income. Related income was presented within fee and commission income in the financial statements for the year ended 31 December 2010. ï‚· Presentation of foreign exchange gains and losses. Translation foreign exchange gains and losses, as well as gains and losses from trading in foreign currencies were presented on a net basis within other operating income in the financial statements for the year ended 31 December 2010. These items are presented as separate items on the face of the statement of comprehensive income. ï‚· Other improvements in presentation on the face of statement of comprehensive income. Gains less losses from financial derivatives were presented within other operating income in the financial statements for the year ended 31 December 2010. This item is presented as a separate item on the face of the statement of comprehensive income in these financial statements. Impairment provision charges on other assets, which were previously included in credit loss expenses, are presented as a separate item. The net impact of the above reclassifications on the Statement of Financial Position as of 31 December 2010 is presented below: In thousands of Mongolian Tugriks Assets Cash and balances with central bank Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Investment securities held to maturity Long term investments Investment securities available for sale Investment in associates Intangible assets Property and equipment Other financial assets Other assets Liabilities Customer accounts Other borrowed funds Other financial liabilities Other liabilities Deferred grants Subordinated debt Year ended Reclassifications 31 December 2010 (as previously reported) Adjustments Year ended 31 December 2010 (adjusted) 276,021,508 - (276,021,508) 322,072,030 323,128,446 645,200,476 110,847,228 345,458,015 517,888 42,528,884 3,652,589 58,481,200 (104,531,722) (517,888) 512,888 3,529,644 (3,529,644) 295,099 (290,099) (345,458,015) 22,329,569 - 58,481,200 6,315,506 22,329,569 512,888 3,529,644 38,999,240 295,099 3,362,490 1,312,342,619 107,268,916 5,508,201 2,476,974 - (792,689) (24,860,749) 3,270,095 (3,380,176) (2,476,974) 28,240,493 - 1,311,549,930 82,408,167 3,270,095 2,128,025 28,240,493 16 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) The effect of the reclassifications to the items of Statement of Comprehensive Income for the year ended 31 December 2010 is presented below: Year ended 31 December 2010 (as previously reported) In thousands of Mongolian Tugriks Interest income Interest expense Provision for loan impairment Fee and commission income Gains less losses from financial derivatives Gains less losses from trading in foreign currencies Foreign exchange translation losses less gains Provision for other assets Other operating income Administrative and other operating expenses Reclassifications Year ended 31 December 2010 (adjusted) 160,575,906 (76,238,980) (700,880) 12,323,215 - 5,203,178 596,795 115,387 (5,263,092) 816,576 165,779,084 (75,642,185) (585,493) 7,060,123 816,576 7,428,860 (62,840,778) 9,860,414 (4,363,440) (115,387) (6,821,742) (28,689) 9,860,414 (4,363,440) (115,387) 607,118 (62,869,467) 40,547,343 - 40,547,343 Profit before tax The effect of reclassifications for presentation purposes was as follows on amounts at 1 January 2010: In thousands of Mongolian Tugriks Assets Cash and balances with central bank Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Investment securities held to maturity Investment securities available for sale Investment in associates Intangible assets Property and equipment Other financial assets Other assets Liabilities Customer accounts Other borrowed funds Other financial liabilities Other liabilities Subordinated debt Year ended 31 December 2009 (as previously reported) Reclassifications Adjustments Year ended 31 December 2009 (adjusted) 204,851,916 - (204,851,916) 229,499,490 178,161,207 407,660,697 79,293,926 178,161,207 330,044 41,411,221 3,161,424 40,141,000 (64,788,574) (330,044) 325,044 3,898,992 (3,898,992) 32,560 (27,560) (178,161,207) - 40,141,000 14,505,352 325,044 3,898,992 37,512,229 32,560 3,133,864 866,591,696 119,009,457 3,971,119 - (866,788) (31,006,519) 2,626,404 (2,590,993) 31,837,896 - 865,724,908 88,002,938 2,626,404 1,380,126 31,837,896 The reclassifications in the statement of financial position and statement of comprehensive income had an effect on information in Notes 7, 8, 9, 11, 13, 14, 15, 16, 18, 19, 20, 21, 23, 24, and 25 and had no effect on any other captions in the statement of financial position, statement of comprehensive income and related note disclosures. 17 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 3 Summary of Significant Accounting Policies (Continued) The third statement of financial position as of 1 January 2010 is presented in these financial statements as a result of the reclassifications described above and changes in presentation. This requirement to present the additional opening statement of financial position, when the entity has made a restatement or reclassification, extends to the information in the related notes. Management considered materiality from the perspective of the users of financial statements, and concluded that it is sufficient for the Bank to present such information on the face of the Statement of Financial Position and in extended disclosures within this note. The omission of third balances in those notes that have been impacted by a reclassification, as well as in those notes not impacted by a reclassification, is, in management’s view, not material. The abovementioned reclassifications were reflected in the Statement of Cash Flows in these financial statements. Management also decided to make certain other improvements in the Statement of Cash Flows in these financial statements. Management considered materiality from the perspective of the users of financial statements, and concluded that detailed disclosures of effect of reclassifications or other improvements on each financial statement line item of Statement of Cash Flows are not necessary, as omission of this information could not materially affect the decisions of the users of financial statements. Amendments of the financial statements after issue. The Bank’s shareholders and management have the power to amend the financial statements after issue. 4 Critical Accounting Estimates, and Judgements in Applying Accounting Policies The Bank makes estimates and assumptions that affect the amounts recognised in the financial statements and the carrying amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgements, apart from those involving estimations, in the process of applying the accounting policies. Judgements that have the most significant effect on the amounts recognised in the financial statements and estimates that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year include: Impairment losses on loans and advances to customers. The Bank regularly reviews its loan portfolios to assess impairment. In determining whether an impairment loss should be recorded in profit or loss for the year, the Bank makes judgements as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a Bank, or national or local economic conditions that correlate with defaults on assets in the bank. Management uses estimates based on historical loss experience for assets with credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. A 10% increase or decrease in actual loss experience compared to the loss estimates used would result in an increase or decrease in loan impairment losses of MNT 2,813,061 thousand (2010: MNT 2,609,885 thousand), respectively. Impairment losses for individually significant loans are based on estimates of discounted future cash flows of the individual loans, taking into account repayments and realisation of any assets held as collateral against the loans. 18 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 4 Critical Accounting Estimates, and Judgments in Applying Accounting Policies (Continued) Borrowings from government organizations and international financial institutions. The Bank obtains long term financing from Mongolian government organizations and international financial institutions at interest rates at which they ordinarily lend and which may be lower than rates at which the Bank could source the funds from other lenders. These funds are not available only to the Bank, but also to other banks on the Mongolian market, which participate in such programs. As a result of such financing, the Bank is able to advance funds to target customers as determined by its lenders, at advantageous rates. Management has considered whether gains or losses should arise on initial recognition of such instruments. As the transactions are with unrelated parties, management’s judgement is that these funds and the related lending are at market rates and no initial recognition gains or losses should arise. In making this judgement management also considered that these instruments are a separate market segment. The borrowings from international financial institutions or governments organizations amounted to MNT 71,554,084 thousand as at 31 December 2011 (31 December 2010: MNT 27,174,672 thousand) and are disclosed in Note 19. Revaluation of premises. As disclosed in the Note 15, the Bank has performed valuation as of 31 December 2011 and the basis used for the appraisal was market value for premises located in the capital Ulaanbaatar and other urban areas and replacement cost for premises located in rural areas, due to lack of market-based evidence of fair value of these premises and lack of reliable input data for discounted cash flow approach. As of 31 December 2011, total fair value of buildings located in Ulaanbaatar and other urban areas, based on observable market prices in the active market, amounts to MNT 18,484,540 thousand, while total fair value of buildings located in rural areas, based on replacement cost method, amounts to MNT 22,183,003 thousand. If average prices of premises in urban areas would be 10% higher compared to the current carrying value, carrying value of buildings and revaluation reserve would increase by approximately MNT 1,848,454 thousand as of 31 December 2011. If average prices of premises in urban areas would be 10% lower compared to the current carrying value, carrying value of buildings and the Bank’s revaluation reserve would be lower by approximately MNT 1,848,454 thousand as of 31 December 2011. The principal assumption made for premises located in rural areas is remaining useful lives of buildings determined by the engineer. If the average useful lives of premises in rural areas would be 10% longer compared to the current useful lives, with all other variables held constant, carrying amount of the buildings and revaluation reserve would increase by approximately MNT 4,399,210 thousand as of 31 December 2011. If the average useful lives of premises in rural areas would be 10% shorter compared to the current useful lives, carrying amount of the buildings and revaluation reserve would decrease by approximately MNT 4,041,665 thousand as of 31 December 2011. Management believes that engineer’s estimates of useful lives are based on conservative assumptions and thus decrease in useful lives compared to engineer’s estimates is considered unlikely. The Bank has performed profitability testing of branches in rural areas in order to ensure that value in use of buildings, based on replacement cost method, is not impaired. The Bank's calculations in profitability (impairment) testing use cash flow projections based on financial budgets of each rural branches, which were approved by management, covering a five-year period. In the calculations, the Bank uses estimated cash flows of respective branches, which are based on conservative assumptions and are generally in line with long-term average growth rates for the banking industry in Mongolia. Profitability (impairment) testing carried out by management indicates that no adjustment to fair value of these buildings is considered necessary for the reporting period. The Bank has performed sensitivity analyses, which shows that sensitivities to discount rates used in profitability (impairment testing) are insignificant. Further, significant downward change in cash flows would be needed in order for impairment to have occurred for premises in rural areas as of 31 December 2011. The management believes that such changes in cash flows are unlikely. 19 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 4 Critical Accounting Estimates, and Judgments in Applying Accounting Policies (Continued) In accordance with the regulations effective in Mongolia, the Bank was obliged to perform revaluation of buildings once in five year period. Thus, the previous valuation was performed as of 31 December 2006. If average prices would be 20% higher compared to the recognised carrying value, the carrying value of buildings and revaluation reserve would increase by approximately MNT 4,667,563 thousand as of 31 December 2010. If average prices would be 20% lower compared to the current carrying value, carrying value of buildings and the Bank’s profit before taxation would decrease by approximately MNT 4,667,563 thousand as of 31 December 2010. Management believes that an overall decrease in value of the Bank’s buildings is highly unlikely given the economic conditions during 2010, while any potential increase in value of buildings (leading to increase in fixed assets and equity) would not have material impact on the financial statements from the perspective of users of financial information. In management's view the increase in value of buildings recognised as of 31 December 2011 is mostly attributable to increase in prices during 2011 due to rapid economic growth of Mongolia and inflow of foreign funds. Tax legislation. Mongolian, tax, currency and customs legislation is subject to varying interpretations. Refer to Note 30. 5 Adoption of New or Revised Standards and Interpretations Certain new standards and interpretations became effective for the Bank from 1 January 2011: Amendment to IAS 24, Related Party Disclosures (issued in November 2009 and effective for annual periods beginning on or after 1 January 2011). IAS 24 was revised in 2009 by: (a) simplifying the definition of a related party, clarifying its intended meaning and eliminating inconsistencies; and by (b) providing a partial exemption from the disclosure requirements for government-related entities. The amendment did not have an impact on these financial statements. Improvements to International Financial Reporting Standards (issued in May 2010 and effective from 1 January 2011). The improvements consist of a mixture of substantive changes and clarifications in the following standards and interpretations: IFRS 1 was amended (i) to allow previous GAAP carrying value to be used as deemed cost of an item of property, plant and equipment or an intangible asset if that item was used in operations subject to rate regulation, (ii) to allow an event driven revaluation to be used as deemed cost of property, plant and equipment even if the revaluation occurs during a period covered by the first IFRS financial statements and (iii) to require a first-time adopter to explain changes in accounting policies or in the IFRS 1 exemptions between its first IFRS interim report and its first IFRS financial statements; IFRS 3 was amended (i) to require measurement at fair value (unless another measurement basis is required by other IFRS standards) of non-controlling interests that are not present ownership interest or do not entitle the holder to a proportionate share of net assets in the event of liquidation, (ii) to provide guidance on the acquiree’s share-based payment arrangements that were not replaced, or were voluntarily replaced as a result of a business combination and (iii) to clarify that the contingent considerations from business combinations that occurred before the effective date of revised IFRS 3 (issued in January 2008) will be accounted for in accordance with the guidance in the previous version of IFRS 3; IFRS 7 was amended to clarify certain disclosure requirements, in particular (i) by adding an explicit emphasis on the interaction between qualitative and quantitative disclosures about the nature and extent of financial risks, (ii) by removing the requirement to disclose carrying amount of renegotiated financial assets that would otherwise be past due or impaired, (iii) by replacing the requirement to disclose fair value of collateral by a more general requirement to disclose its financial effect, and (iv) by clarifying that an entity should disclose the amount of foreclosed collateral held at the reporting date, and not the amount obtained during the reporting period; IAS 1 was amended to clarify the requirements for the presentation and content of the statement of changes in equity; IAS 27 was amended by clarifying the transition rules for amendments to IAS 21, 28 and 31 made by the revised IAS 27 (as amended in January 2008); IAS 34 was amended to add additional examples of significant events and transactions requiring disclosure in a condensed interim financial report, including transfers between the levels of fair value hierarchy, changes in classification of financial assets or changes in business or economic environment that affect the fair values of the entity’s financial instruments; and IFRIC 13 was amended to clarify measurement of fair value of award credits. The above amendments resulted in additional or revised disclosures, but had no material impact on measurement or recognition of transactions and balances reported in these financial statements. 20 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 5 Adoption of New or Revised Standards and Interpretations (Continued) The financial effect of collateral required to be disclosed by the amendments to IFRS 7 is presented in these financial statements by disclosing collateral values separately for (i) those financial assets where collateral and other credit enhancements are equal to, or exceed, carrying value of the asset (“overcollateralised assets”) and (ii) those financial assets where collateral and other credit enhancements are less than the carrying value of the asset (“under-collateralised assets”). Other revised standards and interpretations effective for the current period. IFRIC 19 “Extinguishing financial liabilities with equity instruments”, amendments to IAS 32 on classification of rights issues, clarifications in IFRIC 14 “IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction” relating to prepayments of minimum funding requirements and amendments to IFRS 1 “First-time adoption of IFRS”, did not have any impact on these financial statements Unless otherwise described above, the new standards and interpretations did not significantly affect the Bank’s financial reporting. 6 New Accounting Pronouncements Certain new standards and interpretations have been issued that are mandatory for the annual periods beginning on or after 1 January 2012 or later, and which the Bank has not early adopted. IFRS 9, Financial Instruments Part 1: Classification and Measurement. IFRS 9, issued in November 2009, replaces those parts of IAS 39 relating to the classification and measurement of financial assets. IFRS 9 was further amended in October 2010 to address the classification and measurement of financial liabilities and in December 2011 to (i) change its effective date to annual periods beginning on or after 1 January 2015 and (ii) add transition disclosures. Key features of the standard are as follows: ï‚· Financial assets are required to be classified into two measurement categories: those to be measured subsequently at fair value, and those to be measured subsequently at amortised cost. The decision is to be made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. ï‚· An instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity’s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset’s contractual cash flows represent payments of principal and interest only (that is, it has only “basic loan features”). All other debt instruments are to be measured at fair value through profit or loss. ï‚· All equity instruments are to be measured subsequently at fair value. Equity instruments that are held for trading will be measured at fair value through profit or loss. For all other equity investments, an irrevocable election can be made at initial recognition, to recognise unrealised and realised fair value gains and losses through other comprehensive income rather than profit or loss. There is to be no recycling of fair value gains and losses to profit or loss. This election may be made on an instrumentby-instrument basis. Dividends are to be presented in profit or loss, as long as they represent a return on investment. ï‚· Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The key change is that an entity will be required to present the effects of changes in own credit risk of financial liabilities designated at fair value through profit or loss in other comprehensive income. While adoption of IFRS 9 is mandatory from 1 January 2015, earlier adoption is permitted. The Bank is considering the implications of the standard, the impact on the Bank and the timing of its adoption by the Bank. IFRS 10, Consolidated Financial Statements (issued in May 2011 and effective for annual periods beginning on or after 1 January 2013), replaces all of the guidance on control and consolidation in IAS 27 “Consolidated and separate financial statements” and SIC-12 “Consolidation - special purpose entities”. IFRS 10 changes the definition of control so that the same criteria are applied to all entities to determine control. This definition is supported by extensive application guidance. The amendment is not expected to have a material impact on the Bank's financial statements. 21 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 Error! Reference source not found. New Accounting Pronouncements (Continued) IFRS 11, Joint Arrangements, (issued in May 2011 and effective for annual periods beginning on or after 1 January 2013), replaces IAS 31 “Interests in Joint Ventures” and SIC-13 “Jointly Controlled Entities—Non-Monetary Contributions by Venturers”. Changes in the definitions have reduced the number of types of joint arrangements to two: joint operations and joint ventures. The existing policy choice of proportionate consolidation for jointly controlled entities has been eliminated. Equity accounting is mandatory for participants in joint ventures. Management is currently assessing the impact of the amendments on the Bank’s financial statements. IFRS 12, Disclosure of Interests in Other Entities, (issued in May 2011 and effective for annual periods beginning on or after 1 January 2013), applies to entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity. It replaces the disclosure requirements currently found in IAS 28 “Investments in associates”. IFRS 12 requires entities to disclose information that helps financial statement readers to evaluate the nature, risks and financial effects associated with the entity’s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. To meet these objectives, the new standard requires disclosures in a number of areas, including significant judgements and assumptions made in determining whether an entity controls, jointly controls, or significantly influences its interests in other entities, extended disclosures on share of noncontrolling interests in group activities and cash flows, summarised financial information of subsidiaries with material non-controlling interests, and detailed disclosures of interests in unconsolidated structured entities. Management is currently assessing the impact of the amendments on the Bank’s financial statements. IFRS 13, Fair Value Measurement, (issued in May 2011 and effective for annual periods beginning on or after 1 January 2013), aims to improve consistency and reduce complexity by providing a revised definition of fair value, and a single source of fair value measurement and disclosure requirements for use across IFRSs. Management is currently assessing the impact of the amendments on the Bank’s financial statements. IAS 27, Separate Financial Statements, (revised in May 2011 and effective for annual periods beginning on or after 1 January 2013), was changed and its objective is now to prescribe the accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. The guidance on control and consolidated financial statements was replaced by IFRS 10, Consolidated Financial Statements. The Bank does not expect the impact of the amended standard on its financial statements. IAS 28, Investments in Associates and Joint Ventures, (revised in May 2011 and effective for annual periods beginning on or after 1 January 2013). The amendment of IAS 28 resulted from the Board’s project on joint ventures. When discussing that project, the Board decided to incorporate the accounting for joint ventures using the equity method into IAS 28 because this method is applicable to both joint ventures and associates. With this exception, other guidance remained unchanged. The Bank does not expect any impact of the amended standard on its financial statements. Disclosures—Transfers of Financial Assets – Amendments to IFRS 7 (issued in October 2010 and effective for annual periods beginning on or after 1 July 2011.). The amendment requires additional disclosures in respect of risk exposures arising from transferred financial assets. The amendment includes a requirement to disclose by class of asset the nature, carrying amount and a description of the risks and rewards of financial assets that have been transferred to another party, yet remain on the entity's balance sheet. Disclosures are also required to enable a user to understand the amount of any associated liabilities, and the relationship between the financial assets and associated liabilities. Where financial assets have been derecognised, but the entity is still exposed to certain risks and rewards associated with the transferred asset, additional disclosure is required to enable the effects of those risks to be understood. The amendment is not expected to have any impact on the Bank's financial statements. Amendments to IAS 1, Presentation of Financial Statements (issued in June 2011, effective for annual periods beginning on or after 1 July 2012), changes the disclosure of items presented in other comprehensive income. The amendments require entities to separate items presented in other comprehensive income into two groups, based on whether or not they may be reclassified to profit or loss in the future. The suggested title used by IAS 1 has changed to ‘statement of profit or loss and other comprehensive income’. The Bank is currently assessing the impact of the amended standard on disclosures in its financial statements. 22 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 Error! Reference source not found. New Accounting Pronouncements (Continued) Amended IAS 19, Employee Benefits (issued in June 2011, effective for periods beginning on or after 1 January 2013), makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. The standard requires recognition of all changes in the net defined benefit liability (asset) when they occur, as follows: (i) service cost and net interest in profit or loss; and (ii) remeasurements in other comprehensive income. The Bank does not expect the amendments to have any material effect on its financial statements. Disclosures—Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 (issued in December 2011 and effective for annual periods beginning on or after 1 January 2013). The amendment requires disclosures that will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off. The Bank is currently assessing the impact of the amended standard on disclosures in its financial statements. Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 (issued in December 2011 and effective for annual periods beginning on or after 1 January 2014). The amendment added application guidance to IAS 32 to address inconsistencies identified in applying some of the offsetting criteria. This includes clarifying the meaning of ‘currently has a legally enforceable right of set-off’ and that some gross settlement systems may be considered equivalent to net settlement. The Bank is currently assessing the impact of the amended standard on disclosures in its financial statements. Other revised standards and interpretations: The amendments to IFRS 1 “First-time adoption of IFRS”, relating to severe hyperinflation and eliminating references to fixed dates for certain exceptions and exemptions, will not have any impact on these financial statements. The amendment to IAS 12 “Income taxes”, which introduces a rebuttable presumption that an investment property carried at fair value is recovered entirely through sale, will not have any impact on these financial statements. IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine, considers when and how to account for the benefits arising from the stripping activity in mining industry. Unless otherwise described above the new standards and interpretations are not expected to significantly affect the Bank’s financial statements. 7 Cash and Cash Equivalents 31 December 2011 31 December 2010 (adjusted) Cash on hand Cash balances with the Bank of Mongolia (other than mandatory reserve deposits) Correspondent accounts with other banks: - Mongolia - Other countries Bank of Mongolia treasury bills Deposits with the Bank of Mongolia with original maturity less than three months Placements with other banks with original maturities of less than three months Reverse and repurchase agreements 103,952,130 65,162,602 33,655,221 89,554,206 9,481,247 181,839,968 183,702,710 1,343,072 77,837,357 318,131,498 - 62,823,500 28,826,106 - 25,351,293 4,996,948 Total cash and cash equivalents 541,457,382 645,200,476 In thousands of Mongolian Tugriks Cash and cash equivalents are not collateralised. All amounts are classified as neither past due nor impaired. Correspondent accounts, overnight placements, Bank of Mongolia treasury bills, placements and deposits with the Bank of Mongolia and other banks with original maturities of less than three months and deals with securities purchased under “reverse-repo agreements” with original maturities of less than three months represent balances with large and well-known foreign banks, top-rated Mongolian banks and the Bank of Mongolia. 23 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 7 Cash and cash equivalents (Continued) The credit quality of cash and cash equivalents balances may be summarised based on Standard and Poor’s ratings or equivalents of Moody’s and/or Fitch ratings. The credit quality at 31 December 2011 was as follows. Cash on hand Cash balances with the Bank of Mongolia (other than mandatory reserve deposits) Correspondent accounts with other banks Bank of Mongolia treasury bills Placements with other banks with original maturities of less than three months Total 103,952,130 - - - - 103,952,130 - 33,655,221 - 105,816,176 75,348,079 675,713 8,477,259 1,003,988 183,702,710 - 28,826,106 - 217,357,931 105,816,176 104,174,185 675,713 8,477,259 1,003,988 103,952,130 33,655,221 191,321,215 183,702,710 28,826,106 541,457,382 In thousands of Mongolian Tugriks Neither past due nor impaired - Cash on hand - Central Bank of the Mongolia - AA- to AA+ rated - A- to A+ rated - BBB- o BBB+ rated - BB- o BB+ rated - B- o B+ rated Total cash and cash equivalents The credit quality of cash and cash equivalents balances may be summarised based on Standard and Poor’s ratings or equivalents of Moody’s and/or Fitch ratings. The credit quality at 31 December 2010 was as follows. Cash on hand In thousands of Mongolian Tugriks Neither past due nor impaired - Cash on hand - Central Bank of the Mongolia - AA- to AA+ rated - A- to A+ rated - BBB- o BBB+ rated - BB- o BB+ rated - B- o B+ rated - Unrated Total cash and cash equivalents Cash Corresponbalances dent with the accounts Bank of with other Mongolia banks (other than mandatory reserve deposits) Bank of Mongolia treasury bills Deposits PlaceReverse with the ments with and repurBank of other chase Mongolia banks with agreewith original ments original maturities maturity of less less than 3 than three months months Total 65,162,602 - - - - - - 65,162,602 - 89,554,206 - 47,826,769 29,386,062 318,131,498 - 62,823,500 - 22,835,211 - 470,509,204 47,826,769 52,221,273 - - 624,525 475,701 867,372 - - - 2,516,082 4,996,948 624,525 475,701 867,372 7,513,030 65,162,602 89,554,206 79,180,429 318,131,498 62,823,500 25,351,293 4,996,948 645,200,476 Placements with unrated banks in the amount of MNT 7,513,030 thousand relate to Mongolian banks other than top tier banks (i.e. medium or small sized banks). Management assesses the credit quality of placements with these banks based on their general reputation on the Mongolian market and other available information (such as publicly available financial statements). Currency, interest rate and maturity analysis of cash and cash equivalents are disclosed in Note 28. 24 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 8 Mandatory reserve with the Bank of Mongolia The Bank maintains mandatory reserves on current accounts with the Bank of Mongolia, in accordance with the requirements of the Bank of Mongolia. The balances maintained with the Bank of Mongolia are set at percentages based on a 14-day period. As of 31 December 2011, the mandatory reserve held with the Bank of Mongolia was MNT 172,470,710 (31 December 2010: MNT 58,481,200 thousand). Mandatory reserve with the Bank of Mongolia is neither past due nor impaired as of 31 December 2011 and 31 December 2010. 9 Due from Other Banks In thousands of Mongolian Tugriks Short-term placements with other banks with original maturities of more than three months and less than one year Long-term placements with other banks with original maturities of more than one year Total due from other banks 31 December 2011 31 December 2010 (adjusted) 4,221,251 - 7,003,726 6,315,506 11,224,977 6,315,506 Amounts due from other banks are not collateralised and are all considered neither past due nor impaired. Analysis by credit quality of amounts due from other banks outstanding at 31 December 2011 and 31 December 2010 is as follows: 31 December 2011 31 December 2010 (adjusted) Neither past due nor impaired - AA- to AA+ rated - A- to A+ rated - BB- o BB+ rated 7,021,903 4,203,074 6,315,506 - Total due from other banks 11,224,977 6,315,506 In thousands of Mongolian Tugriks Refer to Note 31 for the estimated fair value of amounts due from other banks. Currency, interest rate and maturity analysis of due from other banks are disclosed in Note 28. 10 Loans and Advances to Customers In thousands of Mongolian Tugriks Business lending Consumer lending Agricultural lending Total gross loans and advances to customers Less: Provision for loan impairment Total loans and advances to customers 31 December 2011 31 December 2010 701,514,811 642,913,480 60,968,009 363,100,445 389,500,676 50,207,582 1,405,396,300 802,808,703 (28,130,607) 1,377,265,693 (26,098,850) 776,709,853 25 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 10 Loans and Advances to Customers (Continued) The aggregate amount of loans to the 30 biggest customers amounted to MNT 295,531,037 thousand and represents 21.0% of total loans and advances to customers at 31 December 2011. Similarly, the aggregate amount of loans to the 30 biggest customers as of 31 December 2010 amounted to MNT 104,315,245 thousand and represented 13.0% of loan portfolio. Movements in the provision for loan impairment during 2011 are as follows: In thousands of Mongolian Tugriks Provision for loan impairment at 1 January 2011 (Recovery of) / provision for impairment during the period Amounts written off during the period as uncollectible Provision for loan impairment at 31 December 2011 Business lending 20,426,573 Consumer lending 2,251,963 Agricultural lending 3,420,314 Total 26,098,850 (1,252,204) 5,687,541 (1,395,755) 3,039,582 (267,005) (125,237) (615,583) (1,007,825) 18,907,364 7,814,267 1,408,976 28,130,607 Total Movement in the provision for loan impairment during 2010 are as follows. In thousands of Mongolian Tugriks Provision for loan impairment at 1 January 2010 (Recovery of) / provision for impairment during the period Amounts written off during the period as uncollectible Provision for loan impairment at 31 December 2010 Business lending 18,833,975 Consumer lending 2,706,146 Agricultural lending 5,795,406 27,335,527 2,190,662 (183,245) (1,421,924) 585,493 (598,064) (270,938) (953,168) (1,822,170) 20,426,573 2,251,963 3,420,314 26,098,850 Economic sector risk concentrations within the customer loan portfolio are as follows: 2011 In thousands of Mongolian Tugriks Individuals Trade and commerce Construction Agriculture Transportation Real estate Food industry Mining Paper production Metal production Chemical production Health and social organizations Other Total loans and advances to customers (before impairment) 2010 Amount % Amount % 642,471,304 230,952,752 108,270,457 60,139,161 47,359,940 40,075,761 29,262,345 29,022,338 28,716,997 25,069,610 10,294,911 8,076,100 145,684,624 46% 16% 8% 4% 3% 3% 2% 2% 2% 2% 1% 1% 10% 386,811,739 113,159,383 41,974,614 43,419,571 12,868,177 32,169,242 24,777,614 9,998,815 15,220,395 10,948,438 5,831,182 6,392,072 99,237,461 48% 14% 5% 6% 2% 4% 3% 1% 2% 1% 1% 1% 12% 1,405,396,300 100% 802,808,703 100% 26 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 10 Loans and Advances to Customers (Continued) Information about collateral at 31 December 2011 is as follows: Business Lending Consumer Lending Agricultural Lending Total Loans collateralised by: - real estate properties - vehicles - equipment - goods in turnover - other Unsecured loans 577,480,103 37,197,938 6,466,534 11,495,658 15,936,697 52,937,881 224,140,701 26,309,439 696,382 858,524 58,390,480 332,517,954 4,803,692 5,966,841 545,166 27,083 48,895,238 729,989 806,424,496 69,474,218 7,708,082 12,381,265 123,222,415 386,185,824 Total loans and advances to customers (before impairment) 701,514,811 642,913,480 60,968,009 1,405,396,300 In thousands of Mongolian Tugriks Information about collateral at 31 December 2010 is as follows. Business Lending Consumer Lending Agricultural Lending Total Loans collateralised by: - real estate properties - vehicles - equipment - goods in turnover - other Unsecured loans 259,261,372 7,928,447 3,412,405 4,893,747 9,800,999 77,803,475 143,931,558 11,260,140 541,408 633,257 31,592,683 201,541,630 5,768,139 5,353,265 536,006 38,997 36,374,513 2,136,662 408,961,069 24,541,852 4,489,819 5,566,001 77,768,195 281,481,767 Total loans and advances to customers (before impairment) 363,100,445 389,500,676 50,207,582 802,808,703 In thousands of Mongolian Tugriks The disclosure above represents the lower of the carrying value of the loan or collateral taken; the remaining part is disclosed within the unsecured exposures. Unsecured loans mostly consist of pension and salary loans. Even though for these loans the bank doesn’t require separate collateral, the bank pledges and controls future pension and salary payments of the borrowers. The main requirement or pre-requisite for getting pension or unsecured salary loan from the Bank is to get pension payments from the Government or salary payroll through the Bank’s account. 27 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 10 Loans and Advances to Customers (Continued) Analysis by credit quality of loans outstanding at 31 December 2011 is as follows: Business lending Consumer lending Agricultural lending Total Neither past due nor impaired 2011 - Excellent - Good - Loans renegotiated 335,769,943 329,851,083 12,478,753 321,466,028 316,412,009 2,269,030 10,908,352 48,603,007 30,486 668,144,323 694,866,099 14,778,269 Total neither past due nor impaired 678,099,779 640,147,067 59,541,845 1,377,788,691 Past due but not impaired - less than 30 days overdue - 30 to 90 days overdue 138,989 723,982 291,339 1,050,206 40,251 32,997 470,579 1,807,185 Total past due but not impaired 862,971 1,341,545 73,248 2,277,764 Individually determined to be Impaired - not past due - 91 to 180 days overdue - 181 to 360 days overdue - over 360 days overdue 15,434,269 117,367 1,320,804 5,679,621 369,388 221,210 834,270 7,242 28,487 1,317,187 15,434,269 493,997 1,570,501 7,831,078 Total individually impaired loans 22,552,061 1,424,868 1,352,916 25,329,845 Less impairment provisions (18,907,364) (7,814,267) (1,408,976) (28,130,607) Total loans and advances to customers 682,607,447 635,099,213 59,559,033 1,377,265,693 In thousands of Mongolian Tugriks 28 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 10 Loans and Advances to Customers (Continued) Analysis by credit quality of loans outstanding at 31 December 2010 is as follows: Business lending Consumer lending Agricultural lending Total Neither past due nor impaired 2010 - Excellent - Good - Loans renegotiated 145,714,110 155,211,970 8,432,213 155,571,371 230,087,026 2,011,726 9,222,988 37,136,867 538,159 310,508,469 422,435,863 10,982,098 Total neither past due nor impaired 309,358,293 387,670,123 46,898,014 743,926,430 Past due but not impaired - less than 30 days overdue - 30 to 90 days overdue 93,260 302,834 38,137 172,844 60,294 136,491 191,691 612,169 Total past due but not impaired 396,094 210,981 196,785 803,860 Individually determined to be Impaired - not past due - less than 30 days overdue - 91 to 180 days overdue - 181 to 360 days overdue - over 360 days overdue 38,963,590 4,222,106 1,219,773 1,102,898 7,837,691 189,997 212,875 374,383 842,317 37,386 181,206 657,275 2,236,916 39,190,973 4,222,106 1,613,854 2,134,556 10,916,924 Total individually impaired loans 53,346,058 1,619,572 3,112,783 58,078,413 Less impairment provisions (20,426,573) (2,251,963) (3,420,314) (26,098,850) Total loans and advances to customers 342,673,872 387,248,713 46,787,268 776,709,853 In thousands of Mongolian Tugriks Credit quality analysis of neither past due nor impaired loans was based on internal rating system described in Note 28. All loans neither past due nor impaired were classified as performing in accordance with guidelines of the Bank of Mongolia. 29 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 10 Loans and Advances to Customers (Continued) The Bank applied the portfolio provisioning methodology prescribed by IAS 39, Financial Instruments: Recognition and Measurement, and created portfolio provisions for impairment losses that were incurred but have not been specifically identified with any individual loan by the end of the reporting period. The Bank’s policy is to classify each loan as ‘neither past due nor impaired’ until specific objective evidence of impairment of the loan is identified. The impairment provisions may exceed the total gross amount of individually impaired loans as a result of this policy and the portfolio impairment methodology. The primary factors that the Bank considers in determining whether a loan is impaired are its overdue status and realisability of related collateral, if any. As a result, the Bank presents above an ageing analysis of loans that are determined to be impaired. Past due, but not impaired, loans primarily include collateralised loans where the fair value of collateral covers the overdue interest and principal repayments. The amount reported as past due but not impaired is the whole balance of such loans, not only the individual instalments that are past due. The financial effect of collateral is presented by disclosing collateral values separately for (i) those assets where collateral and other credit enhancements are equal to or exceed carrying value of the asset (“overcollateralised assets”) and (ii) those assets where collateral and other credit enhancements are less than the carrying value of the asset (“under-collateralised assets”). The effect of collateral at 31 December 2011: Over-collateralised assets Carrying value Fair value of of the assets collateral In thousands of Mongolian Tugriks Business lending Consumer lending Agricultural lending 592,494,423 278,033,335 58,279,474 2,274,982,391 717,201,168 766,747,345 Under-collateralised assets Carrying Fair value of value of the collateral assets 90,113,024 357,065,878 1,279,559 39,671,159 28,941,267 579,841 The effect of collateral at 31 December 2010: Over-collateralised assets Carrying value Fair value of of the assets collateral In thousands of Mongolian Tugriks Business lending Consumer lending Agricultural lending 249,823,222 176,200,508 44,401,124 1,237,242,346 883,117,060 1,243,618,676 Under-collateralised assets Carrying Fair value of value of the collateral assets 92,850,650 211,048,205 2,386,144 21,650,420 11,387,307 438,760 Neither past due nor impaired, but renegotiated loans represent the carrying amount of loans that would otherwise be past due or impaired whose terms have been renegotiated. Past due but not impaired loans primarily include collateralised loans where the fair value of collateral covers the overdue interest and principal repayments. The amount reported as past due but not impaired is the whole balance of such loans, not only the individual instalments that are past due. Management believes that the amount of repossessed collateral during 2011 and 2010 is not material. Refer to Note 31 for the estimated fair value of each class of loans and advances to customers. Information on related party balances is disclosed in Note 33. Currency, interest rate and maturity analysis of loans and advances to customers are disclosed in Note 28. 30 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 11 Investments in Associates The table below summarises the carrying amount of the Bank’s investment in associates. 31 December 2011 31 December 2010 (adjusted) Credit Information Bureau Mongolian Mortgage Corporation (MIK) Mongolian Banking Association Property Management (MBAPM) Banking Training Center 243,638 201,000 58,250 10,000 243,638 201,000 58,250 10,000 Total investment in associates 512,888 512,888 In thousands of Mongolian Tugriks As of 31 December 2011 and 31 December 2010, the Bank has the ability to exercise significant influence over Credit Information Bureau LLC, a company incorporated in Mongolia with the principal activity of collecting and providing information about credit customers, which is further used for the assessment of customers’ creditworthiness by the banks during the loan approval process. As of 31 December 2011, the Bank owned 19% of the shares of Credit Information Bureau LLC, but was able to exercise significant influence through representation on the Board of Directors from 2009. During 2011, the Bank did not make any additional investment in Credit Information Bureau. The Bank owns 3% of the share capital of Mongolian Mortgage Corporation LLC (MIK) as of 31 December 2011 (31 December 2010: 9%). In 2008, the Bank’s representative was appointed to the Board of Directors of this investee and thus it is assessed that the Bank is able to significantly influence the operational and financial decisions of this entity as of 31 December 2011. The Bank’s share in the share capital of Mongolian Banking Association Property Management LLC (MBAPM LLC) was 15% as of 31 December 2011 and 31 December 2010. The Bank’s representative was appointed to the Board of Directors of this investee in 2008 and thus the Bank is able to significantly influence the operational and financial decisions of this entity. In 2011, the Bank did not make any additional investment in this company. The Bank owns 15% of the share capital of Banking Training Center which belongs to MBAPM LLC. The Bank’s representative was appointed to the Board of Directors of this entity in 2010. No additional investments were made during the year ended 31 December 2011. At 31 December 2011, the Bank’s interests in its principal associates and their summarised financial information, including total assets, liabilities, revenues and profit or loss, were as follows: Name Total assets Total liabilities Revenue Profit Credit Information Bureau LLC Mongolian Mortgage Corporation LLC (MIK) Mongolian Banking Association Property Management (MBAPM) 1,477,252 11,582,366 143,612 4,389,081 860,477 62,877 125,841 457,033 210 30,061 14,044 Total 13,516,651 4,532,903 890,538 202,762 31 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 11 Investments in Associates (Continued) At 31 December 2010 the Bank’s interests in its principal associates and their summarised financial information, including total assets, liabilities, revenues and profit or loss, were as follows: Name Total assets Total liabilities Revenue Profit Credit Information Bureau LLC Mongolian Mortgage Corporation LLC (MIK) Mongolian Banking Association Property Management (MBAPM) 1,276,612 7,502,928 5,848 4,844,615 1,048,616 6,732 61,845 445,495 188 24,091 6,539 Total 9,225,035 4,850,651 1,072,707 75,116 Fair value of net assets and goodwill arising on the acquisition of associates have not been disclosed separately in these financial statements, as management believes that carrying value of investments in associates is not material. Based on information available, management believes that investments in associates are not impaired as of 31 December 2011 and 31 December 2010 and thus no provision for impairment is recognized in these financial statements. Information on related party balances is disclosed in Note 33. 12 Short term investments 30 December 2011 31 December 2010 Government bonds Bank of Mongolia treasury bills 13,939,684 9,307,714 - Total short term investments 23,247,398 - In thousands of Mongolian Tugriks As of 31 December 2011 the Bank has invested in a number of government bonds of the Ministry of Finance at par value of MNT 8,990,200 thousand and treasury bills issued by the Bank of Mongolia at par value of MNT 14,952,000 thousand. The government bonds have coupon rates ranging from 7.3% to 8.0% p.a. Treasury bills issued by the Bank of Mongolia were purchased with discounts and have effective rates ranging from 15.8% to 16.3% p.a. These investments are classified as loans and receivables and carried at amortized cost. They are neither past due nor impaired as of 31 December 2011. These investments are not collateralised. Refer to Note 31 for the estimated fair value of each class of loans and advances to customers. Currency, interest rate and maturity analysis of short term investments are disclosed in Note 28. 32 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 13 Long term investments 31 December 2011 31 December 2010 (adjusted) Government bonds 42,863,315 22,329,569 Total long term investments 42,863,315 22,329,569 In thousands of Mongolian Tugriks As of 31 December 2011 the Bank has invested in a number of government bonds of the Ministry of Finance at MNT 40,434,000 par value in total. These investments are classified as loans and receivables and carried at amortized cost. They are neither past due nor impaired as of 31 December 2011. These investments are not collateralised. Refer to Note 31 for the estimated fair value of long term investments. Currency, interest rate and maturity analysis of long term investments are disclosed in Note 28. 14 Intangible Assets In thousands of Mongolian Tugriks Cost at 1 January 2009 (adjusted) Accumulated amortization (adjusted) Carrying amount at 1 January 2010 Additions (adjusted) Amortization charge (adjusted), Note 25 Carrying amount at 31 December 2010 Cost at 31 December 2010 (adjusted) Accumulated amortization (adjusted) Carrying amount at 31 December 2010 Additions Amortization charge (Note 25) Carrying amount at 31 December 2011 Cost at 31 December 2011 Accumulated amortization Carrying amount at 31 December 2011 Intangible assets 5,983,294 (2,084,302) 3,898,992 888,572 (1,257,920) 3,529,644 6,871,866 (3,342,222) 3,529,644 823,100 (1,351,963) 3,000,781 7,694,966 (4,694,185) 3,000,781 Intangible assets mostly relate to the Bank’s core banking system and software licenses. 33 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 15 Property and Equipment Note Premises Furniture, office equipment and vehicles Computers and equipments Const-ruction in progress and assets under development Total property and equipment (adjusted) In thousands of Mongolian Tugriks Cost at 1 January 2010 (adjusted) Accumulated depreciation (adjusted) 25,485,120 9,744,919 18,940,228 1,127,956 55,298,223 (3,698,260) (2,507,422) (11,580,312) - (17,785,994) Carrying amount at 1 January 2010 21,786,860 7,237,497 7,359,916 1,127,956 37,512,229 769,939 1,492,174 2,092,432 (33,908) 4,049,314 15,617 1,967,094 (1,473,883) 8,878,779 - (4,698) (75,909) 7,169 (181,175) (2,471) (10,864) - (267,948) 45,917 (23,577) 86,868 (243,757) 10,601 (861,464) - 143,386 (1,128,798) 14,936 131,735 843,529 - 990,200 (667,827) (1,170,415) (5,290,366) - (7,128,608) 23,337,815 7,926,446 6,113,812 1,621,167 38,999,240 Additions (adjusted) Transfers at cost Transfers accumulated depreciation Disposals at cost Disposals accumulated depreciation Write-offs at cost Write-offs accumulated depreciation Depreciation charge (adjusted) 25 Carrying amount at 31 December 2010 (adjusted) Cost at 31 December 2010 (adjusted) Accumulated depreciation (adjusted) 27,647,747 11,378,511 22,132,831 1,621,167 62,780,256 (4,309,932) (3,452,065) (16,019,019) - (23,781,016) Carrying amount at 31 December 2010 (adjusted) 23,337,815 7,926,446 6,113,812 1,621,167 38,999,240 1,566,821 2,042,722 (12,244) 3,232,544 34,169 (234,492) 5,206,683 48,533 (365) 1,930,116 (2,125,424) - 11,936,164 (247,101) 5,665 (36,003) 94,733 (285,665) 43 (1,140,746) - 100,441 (1,462,414) 22,561 (714,784) 9,458,500 205,063 (1,396,216) - 1,126,672 (3,794,708) - - 1,354,296 (5,905,708) 9,458,500 4,996,490 - - - 4,996,490 Carrying amount at 31 December 2011 40,667,543 9,576,582 7,559,924 1,425,859 59,229,908 Cost at 31 December 2011 Accumulated depreciation 40,667,543 - 14,125,067 (4,548,485) 26,246,936 (18,687,012) 1,425,859 - 82,465,405 (23,235,497) Carrying amount at 31 December 2011 40,667,543 9,576,582 7,559,924 1,425,859 59,229,908 Additions Transfers at cost Disposals at cost Disposals accumulated depreciation Write-offs at cost Write-offs accumulated depreciation Depreciation charge Revaluation at cost Reversal of accumulated depreciation 25 34 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 15 Property and equipment (Continued) Net increase in revaluation of MNT 14,454,990 is recognized through increase in revaluation surplus in the amount of MNT 14,706,271, in other operating income in the amount of MNT 68,005 thousand and in administrative and other operating expenses (Note 25) in the amount of MNT 319,286 thousand. Premises have been revalued at fair value at 31 December 2011. The valuation was carried out by independent appraisers, a consortium of nine companies led by Panteon LLC, Ulaanbaatar, Mongolia. The consortium holds a recognised and relevant professional qualification and has recent experience in valuation of assets of similar location and category. The basis used for the appraisal was market value for premises located in the capital Ulaanbaatar and other urban areas and replacement cost for premises located in rural areas. Replacement cost was considered appropriate for rural areas, due to lack of marketbased evidence of fair value of these premises and lack of reliable input data for discounted cash flow approach. The assumptions used in estimated fair values are disclosed within Note 4. At 31 December 2011 the carrying amount of premises would have been MNT 25,708,966 thousand (2010: MNT 22,834,228 thousand) had the assets been carried at cost less depreciation. The amount reconciles to the carrying value of the premises as follows: In thousands of Mongolian Tugriks Premises at revalued amount in the statement of financial position Revaluation reserve presented in equity, gross Realised revaluation reserve Revaluation loss recognized directly in statement of comprehensive income Premises at cost less accumulated depreciation 31 December 2011 31 December 2010 40,667,543 (15,164,056) (45,802) 251,281 23,337,815 (503,587) - 25,708,966 22,834,228 35 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 16 Other assets 31 December 2011 31 December 2010 (adjusted) 531,024 313,029 153,355 138,687 674,069 318,477 154,093 104,420 (829,547) (955,960) 306,548 295,099 Other non-financial assets: Office materials and supplies Prepayments for maintenance of buildings Prepayments for rent Prepayments for services Prepayments into intangible assets purchases Prepayments for employees Prepayments for fixed assets purchases Prepayments for inventory purchases Other prepayments Other non-financial assets 2,881,924 428,629 327,095 226,588 168,143 21,995 10,669 76,256 22,518 1,859,785 425,507 127,959 79,779 153,302 1,779 370,707 135,475 122,053 86,144 Total other non-financial assets 4,163,817 3,362,490 In thousands of Mongolian Tugriks Other financial assets: Receivables from individuals Receivables on cash and settlements services Receivables from companies Other financial assets Less: provision for impairment Total other financial assets Movements in the provision for impairment of other financial assets during 2011 are as follows: Receivables from individuals Receivables on cash and settlements services Receivables from companies Other financial assets Total Financial Assets 673,070 27,318 151,405 104,167 955,960 (87,030) (7,310) 2,300 34,419 (57,621) (56,182) - (12,610) - (68,792) 529,858 20,008 141,095 138,586 829,547 In thousands of Mongolian Tugriks Provision for impairment at 1 January 2011 (Recovery)/charge of provision for impairment during the year Amounts written off during the year as uncollectible Provision for impairment at 31 December 2011 36 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 16 Other assets (Continued) Movements in the provision for impairment of other financial assets during 2010 are as follows. The amounts presented below are adjusted for effect of reclassifications. Receivables from individuals Receivables on cash and settlements services Receivables from companies Other financial assets Total Financial Assets 630,023 24,965 148,102 90,736 893,826 In thousands of Mongolian Tugriks Provision for impairment at 1 January 2010 Provision for impairment during the year Amounts written off during the year as uncollectible 92,851 5,802 3,303 13,431 115,387 (49,804) (3,449) - - (53,253) Provision for impairment at 31 December 2010 673,070 27,318 151,405 104,167 955,960 Analysis by credit quality of other financial assets outstanding at 31 December 2011 is as follows. Receivables from individuals Receivables on cash and settlements services Receivables from companies Other financial assets Total Financial Assets Neither past due nor impaired - Standard 786 293,021 11,997 - 305,804 Total neither past due nor impaired 786 293,021 11,997 - 305,804 Past due but not impaired - less than 30 days overdue - 31 to 90 days overdue 1,940 387 170 54 552 52 101 - 2,763 493 Total past due but not impaired 2,327 224 604 101 3,256 Impaired - 91 to 180 days overdue - 181 to 360 days overdue - over 360 days overdue 3,510 13,054 511,347 19,784 3,401 137,353 138,586 3,510 16,455 807,070 Total impaired 527,911 19,784 140,754 138,586 827,035 Less impairment provision (529,858) (20,008) (141,095) (138,586) (829,547) Total other financial assets 1,166 293,021 12,260 101 306,548 In thousands of Mongolian Tugriks 37 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 16 Other assets (Continued) Analysis by credit quality of other financial assets outstanding at 31 December 2010 is as follows. The amounts presented below are adjusted for effect of reclassifications. Receivables from individuals Receivables on cash and settlements services Receivables from companies Other financial assets Total Financial Assets Neither past due nor impaired - Standard 993 291,159 2,606 243 295,001 Total neither past due nor impaired 993 291,159 2,606 243 295,001 Past due but not impaired - less than 30 days overdue - 31 to 90 days overdue 2,000 16,447 - 60 - 2,000 16,507 Total past due but not impaired 18,447 - 60 - 18,507 Impaired - 91 to 180 days overdue - 181 to 360 days overdue - over 360 days overdue 18,926 82,468 552,865 18,580 8,738 42 1,422 149,963 151 9,510 94,516 37,699 93,400 806,082 Total impaired 654,629 27,318 151,427 104,177 937,551 Less impairment provision (673,070) (27,318) (151,405) (104,167) (955,960) Total other financial assets 999 291,159 2,688 253 295,099 In thousands of Mongolian Tugriks All neither past due nor impaired other financial assets as of 31 December 2011 and 31 December 2010 are classified as standard in accordance with the provisioning guidelines of the Bank of Mongolia (Note 28). Related customers are not rated. However, management believes that the quality of these receivables is adequate, given that creditworthiness and reputation of potential customers is thoroughly assessed. The Bank had no renegotiated (restructured) other financial assets as of 31 December 2011 and 31 December 2010. The primary factors that the Bank considers in determining whether other financial assets are impaired are their overdue status. As a result, the Bank presents above an ageing analysis of receivables that are determined to be impaired. Refer to Note 31 for the disclosure of the fair value of each class of other financial assets.. Most of financial assets are of short-term nature. For detailed analysis of maturity and currency refer to Note 28. Most of non-financial assets (prepayments) are expected to be recovered less than twelve months after year end. 38 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 17 Due to Other Banks In thousands of Mongolian Tugriks Correspondent accounts and overnight placements of other banks Short-term placement of other banks Long-term placement of other banks Total due to other banks 31 December 2011 31 December 2010 2,023,036 4,537,439 7,905,955 2,495,223 2,526,300 - 14,466,430 5,021,523 At 31 December 2011 and 31 December 2010 due to other banks included correspondent accounts, shortterm and long-term placements with Mongolian and foreign banks. At 31 December 2011 short-term placements relate to the loans from local banks Development Bank of Mongolia and Capitron Bank with interest rates 9.4% p.a. and 10% p.a. and total maturity of 92 and 365 days accordingly. At 31 December 2011 long-term placement relates to the loan from ING Bank bearing interest rate of 10% p.a., which is due on 9 May 2014. At 31 December 2010 short-term placement of other banks relates to the loan from State Bank bearing interest rate 10%, which was due on 7 January 2011. None of the placements are collateralized. Refer to Note 31 for the disclosure of the fair value of each class of due to other banks. Information on related party balances is disclosed in Note 33. Currency, interest rate and maturity analysis of due to other banks are disclosed in Note 28. 18 Customer accounts 31 December 2011 31 December 2010 (adjusted) 98,035,104 5,068,349 11,126,719 136,991,003 43,556 5,742 Legal entities - Current/settlement accounts - Demand (savings) deposits - Term deposits 376,729,449 2,067,739 228,816,866 308,807,429 2,680,103 15,369,872 Individuals - Current/demand accounts - Demand (savings) deposits - Term deposits 128,306,440 435,577,664 526,604,427 76,514,166 379,129,365 392,008,694 1,812,332,757 1,311,549,930 In thousands of Mongolian Tugriks State and public organisations - Current/settlement accounts - Demand (savings) deposits - Term deposits Total customer accounts The management currently does not monitor concentration of customer accounts per economic sectors. Thus, related information is not disclosed in these financial statements. At 31 December 2011 the aggregate amount of the top 30 biggest customers is MNT 363,678,233 (31 December 2010: MNT 312,893,100 thousand) or 20% of total customer accounts (31 December 2010: 23.9 %). At 31 December 2011 included in customer accounts are deposits of MNT 8,055,093 thousand (31 December 2010: MNT 301,944 thousand) held as collateral for irrevocable commitments under import letters of credit. Refer to Note 30. 39 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 18 Customer accounts (Continued) Refer to Note 31 for the disclosure of fair value of customer accounts. Information on related party balances is disclosed in Note 33. Currency, interest rate and maturity analysis of customer accounts are disclosed in Note 28. 19 Other borrowed funds 31 December 2011 31 December 2010 (adjusted) responsAbility SICAV (Lux) Credit Suisse Microfinance Fund Management Company Dexia Micro Credit Fund 11,246,026 9,807,231 3,529,698 6,318,737 8,846,231 6,323,363 Total promissory notes issued to foreign financial institutions 24,582,955 21,488,331 Netherland Development Finance Company (FMO) BlueOrchard Pool International Finance Corporation Asian Development Bank European Bank for Reconstruction and Development 21,055,889 7,021,611 6,986,390 6,477,190 6,347,929 2,246,685 10,457,837 8,669,415 8,566,275 Total borrowed funds from foreign financial institutions 47,889,009 29,940,212 SME Investment Fund SME Development Fund Japan Bank of International Cooperation project Labour Support Fund Agriculture and Rural Development Project Microfinance Development Fund Private Enterprise Development Fund Rural Poverty Reduction Program SME loan for LGO Enterprise Mongolia program Loan from BOM, Term loan III 37,063,973 14,424,904 9,224,913 5,264,000 3,728,735 3,121,759 1,339,968 839,441 593,183 168,337 128,289 2,470,856 2,827,939 5,822,965 10,219,965 4,407,991 2,402,861 1,402,091 475,780 659,733 168,337 121,106 Total borrowed funds from government organizations 75,897,502 30,979,624 148,369,466 82,408,167 In thousands of Mongolian Tugriks Promissory notes issued to foreign financial institutions Borrowed funds from foreign financial institutions Borrowed funds from government organizations Total borrowed funds All government organizations’ borrowings stated above are related to the Government of Mongolia unless otherwise stated. 40 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 19 Other Borrowed Funds (Continued) The terms of the main borrowing agreements are provided below. Promissory Notes On 7 December 2007, the Bank issued three Promissory Notes to two parties: responsAbility SICAV (Lux) and Credit Suisse Microfinance Fund Management Company. These three notes, totaling USD 6 million, bear interest at a fixed rate of 8.89% payable semi-annually and are due on 7 December 2012. On 28 December 2010, the Bank issued an additional three promissory notes to the same two parties. These three notes, totalling USD 6 million, bear interest at a rate of 6 months LIBOR plus 3.75% with effective interest rate 4.56% p.a. and are due on 29 December 2013. The purpose of the notes is to increase the Bank’s liquidity and working capital. On 29 September 2011, the Bank issued a promissory note for USD 3 million to responsAbility SICAV (Lux) to increase the Bank’s liquidity and working capital. The note bears interest at a rate of 6 months LIBOR plus 3.75% payable semi-annually with effective interest rate of 4.56% p.a. at 31 December 2011. The maturity date of the note is 29 September 2014. On 12 May 2009, the Bank issued a promissory note for USD 5 million to Dexia Micro-Credit Fund (SubFund Blueorchard Debt) to increase the Bank’s liquidity and working capital. The note bears interest at a fixed rate of 8.4% payable semi-annually. The amount of USD 2.5 million was paid in May 2011, while the remaining USD 2.5 million is due on 14 May 2012. Netherland Development Finance Company (FMO) The Bank entered into a Term Facility Agreement with FMO on 15 December 2009 in an aggregate amount not exceeding USD 15 million for a period of 94 months to finance ongoing business operations. Drawdown is permitted until 15 January 2012. The loan bears interest at a margin over six-month LIBOR with effective interest rate of 5.59% (31 December 2010: 5.46%) per annum at the end of the reporting period. Repayment of the loan is in twelve equal semi-annual installments commencing 15 April 2012. The final repayment date is 15 October 2017. Microfinance Enhancement Facility SA, SICAV-SIF (BlueOrchard Pool) The Bank entered into a Loan Agreement with BlueOrchard Pool on 15 September 2011 for an aggregate amount not exceeding USD 5 million for a period of 36 months to finance ongoing business operations. The loan bears interest at 4.5% per annum. Repayment of the loan is in six equal semi-annual installments commencing 15 March 2012. The final repayment date is 15 September 2014. International Finance Corporation (IFC) The Bank entered into a Loan Agreement with the IFC on 19 December 2007 in an aggregate amount not exceeding USD 15 million for a period of 66 months to finance ongoing business operations. The loan bears interest at a margin over six-month LIBOR with effective interest rate of 4.27% (31 December 2010: 3.96%) per annum at the end of the reporting period. Repayment of the loan is in nine equal semi-annual instalments commencing 15 June 2009. The final repayment date is 15 June 2013. Asian Development Bank (ADB) The Bank entered into a Loan Facility agreement with the ADB on 19 November 2007 for an aggregate amount not exceeding USD 10 million for a period of 72 months to finance ongoing business operations. The loan bears interest at a margin over six-month LIBOR which was converted in 2008 to a fixed rate of 6.39% for the remainder of the loan term for one part of the borrowing and 4.11% for another part. Repayment of the loan is in nine equal semi-annual instalments commencing 16 November 2009. The final repayment date is 16 November 2013. European Bank for Reconstruction and Development (EBRD) The Bank entered into a Loan Agreement with the EBRD on 30 October 2007 for an aggregate amount not exceeding USD 10 million for 72 months to finance ongoing business operations. The loan bears interest at a margin over six-month LIBOR which was converted in 2008 to a fixed rate of 7.13% per annum for the remainder of the loan term. Repayment of the loan is in nine equal semi-annual instalments commencing 6 September 2009. The final repayment date is 6 September 2013. 41 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 19 Other Borrowed Funds (Continued) Ministry of Food, Agriculture and Light Industry The funds obtained from the Ministry of Food, Agriculture and Light Industry comprise the following: (i) Small Medium Enterprise Investment Fund The Ministry of Food, Agriculture and Light Industry provides this fund for the purpose of financing small and medium sized factories by lending the necessary fund from the "Special Purpose Fund" which is deposited by the Ministry of Food, Agriculture and Light Industry. The loan is repayable in three instalments on 3 August 2013, 1 December 2014 and 1 December 2015. The loan bears a 0.1% monitoring fee, which is payable every quarter. (ii) Small Medium Enterprise Development Fund The Ministry of Food, Agriculture and Light Industry provides this fund for the purpose of financing the small and medium sized factories in 6 provinces. The 6 provinces are Gobisumber, Dornod, Sukhbaatar, Bulgan, Khentii, and Khovd. The full loan is repayable on 9 March 2013. The loan bears 0.3% monitoring fee, which is payable semi-annually. Ministry of Finance and Japan Bank for International Cooperation (JBIC) The Ministry of Finance, funded by JBIC for its Two-Step Loan Project for Small and Medium Scale Enterprises Development and Environmental Protection project, provided this loan. In March 2006, JBIC entered into an agreement with the Government of Mongolia to receive a loan in the amount up to JPY 2.98 billion for this project. The Bank disbursed the proceeds of this loan to sub-borrowers. The Bank will repay loan principal to the Ministry of Finance within six months of receiving repayment from subborrowers. In 2007, the Bank received two loans from these funds: the first loan amounting to MNT 4,561,368,600 bears interest at the average demand deposit rate for commercial banks with an effective interest rate of 4.0% (31 December 2010: 4.8%) per annum at the end of the reporting period; the second loan amounting to USD 1,830,000 bears interest at a margin of 1% over six-month LIBOR for USD loans with an effective interest rate of 1.4% (31 December 2010: 1.73%) per annum. Labour Support Fund The Labour and Welfare Service Department provided this local currency denominated loan to support employment. The Bank entered into four loan agreements with the Labour and Welfare Service Department, two loan agreements in 2009, one loan agreement in 2010, and one loan agreement in the second quarter of 2011. Each loan agreement is for a term of 18 months. Two of the loans which were due on 29 June 2011 and 17 September 2011 were paid on time, and the maturity date of the remaining loan at the end of the reporting period is 17 November 2012. The loans bear no interest or service fees. In case of the remaining loans maturing on 17 November 2012, the Bank shall pay a commitment fee at 0.3% of the amount of unused funds starting from 17 April 2011. The Bank disburses the proceeds to sub-borrowers at its own credit risk for qualifying projects which generate new jobs. The loans bear reduced interest rates and have a maximum maturity of 18 months. Agriculture and Rural Development Project (ADB) Agriculture and Rural Development project funded by Asian Development Bank provided this loan to finance the value chain development (VCD) subprojects of the top nationwide companies manufacturing products with export potential by using agricultural raw materials. The loan bears no interest. The Bank will repay the loan principal to the Ministry of Finance within two days of receiving payments from subborrowers. Microfinance Development Fund The International Development Association (World Bank) provided this local currency loan since 2003 to support the improvement of living standards in rural areas. The Bank currently disburses the proceeds of the loan to sub-borrowers in eight (provinces): Tuv, Dornod, Uvs, Uvur-Khangai, Govisumber, Darkhan, Sukhbaatar and Arkhangai, and one district (Bagakhangai). The Bank accepts the credit risk for these loans. The loan bears a fixed rate of interest of 8.1% (2010: 8.1%) per annum payable on a monthly basis. Principal payment commenced 9 months after date of disbursement. 42 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 19 Other Borrowed Funds (Continued) Private Enterprise Development Fund (World Bank) The Ministry of Finance, funded by the Private Enterprise Development Fund (World Bank), provided this loan to promote private and financial sector development and to strengthen the institutional capacity of the banking sector. The loan bears interest at a margin of 1% over six-month LIBOR for USD loan with effective interest rate of 1.5% (31 December 2010: 1.6%). The loan bears interest at the average demand deposit rate for commercial banks with an effective interest rate of 6.3% (31 December 2010: 7.4%) per annum. The loan is payable within six months after repayment by sub-borrowers. Rural Poverty Reduction Program (International Federations Agricultural Development) The Ministry of Finance, funded by the Rural Poverty Fund (IFAD), provides this loan with the aim of decreasing poverty in the rural areas. The loan bears interest at six month LIBOR rate. On disbursements after 25 August 2010, the Bank shall pay a fixed interest rate of 1% per annum. Repayment of the loan is in twenty-two equal semi-annual instalments on February and August of the year commencing 1 February 2011. The final repayment date is 1 August 2021. SME loan for LGO The Bank obtained loans from local government offices of three aimags (provincial centres) comprising the following: (i) A loan obtained from the Local Government Office of Orkhon aimag to support local small and middle sized businesses amounts to MNT 200,000,000 and bears no interest. The loan was obtained in 2010 and is due to be paid fully on 9 April 2013. (ii) A loan obtained from the Local Government Office of Bulgan aimag to support local farmers amounts to MNT 79,732,900 and bears no interest. The loan was obtained in 2009 and is due to be paid fully in September 2012. (iii) A loan obtained for the Local Government Office of Govi-Altai aimag to support local cooperatives amounts to MNT 370,000,000 and bears no interest.The loan was obtained in 2009 (with original maturity date of 2 May 2011) and was due on 1 October 2011. Big part of loan was repaid during the 2011 in amount of MNT 166,550,000. Outstanding amount of the loan is payable upon the request from the lender. (iv) A loan obtained from the Local Government Office of Bulgan aimag to support local small and middle businesses amounts to MNT 10,000,000 and bears no interest. The loan was obtained in 2009 and is due to be paid fully on 21 September 2012. (v) A loan obtained from Oyu Tolgoi LLC to support small and medium enterprises amounts to MNT 100,000,000 and bears no interest. The loan was obtained in 2011 and is due to be paid fully on 5 October 2014. Enterprise Mongolia Program On 23 August 2010, the Bank entered into a Grant Agreement with the United Nations Development Program (UNDP). UNDP provided funds of MNT 168,336,720 as guarantee funds for loans issued under Enterprise Mongolia Project (Phase 2). On expiration of the Agreement by 31 March 2012, the Bank shall be entitled to the ownership of the provided funds if it will have fulfilled certain contractual criteria during the period of the Agreement. Loan from Bank of Mongolia, Term Loan III The Bank entered into a loan agreement for USD 137,694 with the Bank of Mongolia in 2002 for the Bank’s share of BANCs banking software purchased. No interest is due for the first five years; commencing 2007 the loan bears interest of 1% per annum. The loan is payable in thirty equal annual instalments, commencing December 2002. The loan matures in December 2031. The Bank bears credit risk on all of the loans issued to customers in the terms of each of the borrowing from state and government organisation received. Refer to Note 31 for the disclosure of fair value of other borrowed funds. Information on related party balances is disclosed in Note 33. Currency, interest rate and maturity analysis of other borrowed funds are disclosed in Note 28. 43 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 19 Other Borrowed Funds (Continued) Most of the borrowing agreements stated above require compliance with certain debt covenants, which can be grouped in the following categories: - capital related ratios (such as risk weighted capital adequacy ratio, solvency ratio, ratio between tier 1 capital and total capital); - financial risks related ratios (such as maturity mismatches, currency mismatches, aggregate foreign currency open position, single currency foreign exchange risk ratio, negative liquidity gap ratio, aggregate interest rate risk ratio and interest rate risk ratio); - credit related ratios (such as portfolio at risk, open loan exposure ratio, write off ratio, single largest borrowers to the equity ratio, related party lending ratio and aggregate large exposures ratio); - other ratios (deposits to loans ratio, interest coverage ratio, shareholding in single entity, fixed assets to total assets, fixed assets plus equity investments ratio, overhead ratio etc.). In case of non-compliance, the related borrowing would default i.e. the borrowing is immediately payable on demand. For this reason, quarterly monitoring of debt covenants is carried out by relevant departments and officers (Finance Control Division and Funding Division, including Chief Financial Officer, Credit Risk, Policy and Regulation Division, including Credit Risk Officer etc.). In case of anticipated or noted noncompliance with certain covenants, appropriate action is taken by management, such as requesting a waiver letter or negotiating new agreement with permanently changed limits (ratios). As of 31 December 2011, the Bank complied with all covenants, apart from a covenant stated in the agreement with EBRD (31 December 2010: with all covenants, apart from the covenant stated in agreements with ADB, IFC and FMO). For more information refer to Note 30. 20 Other liabilities 31 December 2011 31 December 2010 (adjusted) Other financial liabilities: Liabilities for settlements of transactions Payables to companies Payables for services Cultivation support fund Payables to individuals Other 6,222,164 564,090 465,636 385,716 19,785 74,440 1,673,933 268,124 674,604 557,516 13,873 82,045 Total other financial liabilities 7,731,831 3,270,095 Other non-financial liabilities: Payables to employees Taxes payable other than on income Other 3,660,752 430,871 4,350 1,854,590 148,515 124,920 Total other non-financial liabilities 4,095,973 2,128,025 In thousands of Mongolian Tugriks 44 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 20 Other liabilities (Continued) Cultivation support fund The Bank entered into a Placement of Funds and Cooperation Agreement with the Ministry of Finance, which provided the funds to support lending activities to small and middle sized businesses, on 24 April 2008. For certain qualified loans, the borrower shall pay the Bank 50% of the total interest and the Bank shall receive the remaining 50% from these funds semi-annually in advance. The amount presented in other liabilities represents loan interest received in advance from Ministry of Finance to subsidise part of the interest charged on loans disbursed by the Bank to the borrowers. Included in payables to employees is the carrying amount of the liability relating to Share Appreciation Rights (“SARs”) at 31 December 2011 amounting to MNT 778,266 thousand (31 December 2010: MNT 427,612 thousand). On 7 December 2006 and 12 March 2008, certain key management personnel of the Bank were granted 30,000 SARs and 20,000 SARs respectively, which can only be settled in cash. Issue price of the two batches of SARs is MNT 3,680 and MNT 9,222, respectively. The SAR exercise price shall be the book value, diluted for any options issued, under IFRS of one ordinary share of the Bank in Mongolian Tugrik as of the last day of the financial quarter preceding the exercise date. These SARs vest over five years, with 20% of the SARs vesting at the end of each year from the date of grant. The contractual life of the SARs is ten years expiring on 6 December 2016 and 12 March 2018 respectively. The expected costs of this incentive are accrued over the vesting period. Until the liability is settled, the liability is remeasured at each reporting date with changes, if any, recognised in profit and loss. Most of the other financial liabilities are expected to be settled within twelve months after the year-end. All non-financial liabilities are of short-term nature. Refer to Note 31 for the disclosure of fair value of other financial liabilities. Information on related party balances is disclosed in Note 33. Currency, interest rate and maturity analysis of other financial liabilities are disclosed in Note 28. 21 Subordinated debt 31 December 2011 31 December 2010 (adjusted) International Finance Corporation H.I.S. Co. Ltd. Netherland Development Finance Company (FMO) Sawada Holdings Co Ltd. 27,787,647 14,303,286 14,147,963 2,839,413 12,870,263 12,815,293 2,554,937 Total subordinated debt 59,078,309 28,240,493 In thousands of Mongolian Tugriks Subordinated loan from IFC The Bank entered into a Subordinated Loan Agreement with International Finance Corporation on 15 June 2011 for an amount of USD 20 million to finance ongoing business operations and strengthen its capital base. This was received in 2 tranches: the first tranche on 30 June 2011 amounted to MNT 12,586,400 thousand and second tranche on 23 August 2011 amounted to MNT 12,406,900 thousand. The loan bears a variable interest rate of 7.3% plus six month LIBOR per annum with effective interest rate at the end of the period of 8.07% per annum and can be converted to fixed rate upon prior request. Interest is payable semi-annually beginning on 15 December 2011. The loan is convertible at maturity to common shares of the Bank subject to approval of two thirds of the Bank’s shareholders. The loan is due to be repaid in two equal parts on 15 June 2017 and 15 June 2018. The loan is classified as Tier 2 capital for regulatory purposes. 45 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 21 Subordinated debt (Continued) Subordinated loan H.I.S. Co., Ltd (“HIS”) The Bank entered into a Subordinated Loan Agreement with HIS on 28 December 2009 for an amount of USD 10 million to finance ongoing business operations and strengthen its capital base. The loan terms are substantially the same as those of the subordinated loan from FMO stated below. The loan bears interest at a fixed rate of 11.37% (31 December 2010: 11.37%) per annum. The final repayment date is 15 January 2015. The loan is convertible at maturity to common shares of the Bank subject to approval of the Bank’s shareholders. The loan is classified as Tier 2 capital for regulatory purposes. Subordinated loan from FMO The Bank entered into a Subordinated Term Facility Agreement with FMO on 15 December 2009 for an amount of USD 10 million to finance ongoing business operations and strengthen its capital base. The loan bears interest at a margin over six-month LIBOR, payable semi-annually, with an effective interest rate of 9.34% (31 December 2010: 9.21%) per annum at the end of reporting date. The final repayment date is 15 January 2015. The loan is convertible at maturity to common shares of the Bank subject to approval of the Bank’s shareholders. The loan is classified as Tier 2 capital for regulatory purposes. Subordinated loan from Sawada Holdings Co Ltd. The Bank entered into a Subordinated Loan Agreement with HS Investments Co. Ltd., the subsidiary of the Parent, on 28 July 2003 for an amount of USD 2 million to finance ongoing business operations and strengthen its capital base. As of the end of all reporting periods, the loan is due to the Parent, based on the Amendment to the Subordinated Loan Agreement. The loan bears interest at 6.25% per annum to 31 July 2008 and 10% per annum thereafter until the loan is due and payable on 31 July 2013. Interest is payable on a quarterly basis beginning 31 October 2003. The loan is convertible at maturity to common shares of the Bank subject to approval of the Bank’s shareholders. The loan is classified as Tier 2 capital for regulatory purposes. Refer to Note 31 for the disclosure of fair value of subordinated debts. Information on related party balances is disclosed in Note 33. Currency, interest rate and maturity analysis of subordinated debts are disclosed in Note 28. Some of subordinated loans agreements stated above require compliance with certain debt covenants, which are described in Note 19. As of 31 December 2011, the Bank complied with all covenants. 22 Share Capital In thousands of Mongolian Tugriks except for number of shares Number of outstanding shares Ordinary Share premium shares Total At 1 January 2010 6,497,006 12,994,012 13,866,079 26,860,091 At 31 December 2010 6,497,006 12,994,012 13,866,079 26,860,091 At 31 December 2011 6,497,006 12,994,012 13,866,079 26,860,091 The nominal registered amount of the Bank’s issued share capital is MNT 12,994,012 thousand (2010: MNT 12,994,012 thousand). Share premium represents the excess of contributions received over the nominal value of shares issued. 46 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 22 Share Capital (Continued) The shareholders of Bank as of 31 December 2011 and 31 December 2010 and percentages of ownership are as follows: In percentage Sawada Holdings Co. Ltd. Tavan Bogd Trade Co. Ltd. H.S. International (Asia) Ltd. Hulan D. International Finance Corporation Development Alternatives, Inc. Other Total ordinary shares 31 December 2011 31 December 2010 40% 22% 13% 13% 9% 2% 1% 40% 22% 13% 13% 9% 2% 1% 100% 100% Other shareholders include Mongolia Holdings Limited Partnership and Morrow Family Revocable Trust. As of 31 December 2011 and 31 December 2010, the Bank was controlled by Sawada Holdings Co. Ltd directly through its shareholding and indirectly through shareholding of its subsidiary H.S. International (Asia) Ltd. The following shareholders had the ability to significantly influence operating and financial decisions of the Bank through their shareholding and rights to be represented on the Board of Directors as of 31 December 2011 and 31 December 2010: ï‚· ï‚· ï‚· Tavan Bogd Trade Co. Ltd; International Finance Corporation; Development Alternatives, Inc. (DAI). The transactions with related parties are disclosed in Note 30. Share option scheme The Bank granted 40,000 share options each in May 2005, April 2006 and March 2007 to DAI, which provides management and consultation services to the Bank, under the renewed management contract signed in 2004. The options were awarded based on meeting or exceeding performance targets approved yearly by the Bank’s Board of Directors. The exercise price of the options are MNT 2,013, MNT 2,914 and MNT 5,595 respectively, which are equal to the net assets per share on the last day of the financial year with respect to which the options were granted. The options vest immediately on the date of grant and expire on 1 May 2015, 10 April 2016 and 14 March 2017 respectively. The fair value of the options granted is estimated as at the date of grant using a binominal model, taking into consideration the terms and conditions upon which the options were granted. There have been no cancellations or modifications to any of the plans during the current period. 102,000 options are outstanding as of 30 September 2011 (31 December 2010: 102,000 options). 47 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 23 Interest Income and Expense In thousands of Mongolian Tugriks 2011 2010 (adjusted) Interest income Loans and advances to customers Cash and cash equivalents Long term investments Short term investments Due from other banks 186,138,885 30,313,898 2,117,007 735,609 80,233 136,299,772 26,288,633 211,297 1,875,615 1,103,767 Total interest income 219,385,632 165,779,084 Interest expense Customer accounts Other borrowed funds Subordinated debt Due to other banks 85,140,728 4,105,596 3,717,958 573,226 68,492,136 3,720,709 3,063,603 365,737 Total interest expense 93,537,508 75,642,185 125,848,124 90,136,899 Net interest income 48 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 24 Fee and Commission Income and Expense 2011 2010 (adjusted) 5,550,980 3,640,076 1,337,115 924,379 849,715 353,996 396,373 2,580,551 1,310,672 952,665 1,521,528 173,028 202,880 318,799 13,052,633 7,060,123 494,280 488,696 316,907 232,109 175,769 95,870 1,299,883 503,748 11,752,750 6,556,375 In thousands of Mongolian Tugriks Fee and commission income Commissions on settlement transactions Commissions on operations with plastic cards Commissions on cash operations Commissions on transfer payments Commissions on documentary business and guarantees Commissions on mobile and internet-banking services provided Other Total fee and commission income Fee and commission expense Commissions on operations with plastic cards Commission expense on foreign exchange operations Commissions on settlement transactions Total fee and commission expense Net fee and commission income 49 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 25 Administrative and Operating Expenses 2011 2010 (adjusted) Salary costs Depreciation of property and equipment and amortization of intangible assets (Notes14, 15) Rent Equipment repair and maintenance expenses Premises repair and maintenance expenses Social security contributions Advertising and marketing services Office materials and supplies Transportation Business trip expenses Security services Events Information and telecommunication services Training expenses Professional services Research expenses Insurance Taxes other than on income Other 40,081,878 30,026,891 7,257,671 4,313,939 3,602,817 3,539,577 3,312,619 2,942,260 1,810,114 1,675,256 1,376,301 1,360,635 946,940 811,649 434,315 419,411 359,257 217,396 129,319 2,847,429 8,386,528 3,387,555 3,271,292 2,740,732 2,664,010 1,821,614 1,895,514 1,401,541 1,310,654 1,093,562 444,944 744,005 643,995 535,884 399,168 242,616 111,167 1,747,795 Total administrative and other operating expenses 77,438,783 62,869,467 In thousands of Mongolian Tugriks Included in salary costs are the amounts related to Share Appreciation Rights (SARs) (payments to employees) of MNT 280 702 thousand for the period ended 31 December 2011 (period ended 31 December 2010: MNT 183 944 thousand). For more information, refer to Note 20. Included in social security contributions for the period ended 31 December 2011 are pension contributions of MNT 2 108 030 thousand (period ended 31 December 2010: MNT 1 695 27 thousand). Fees paid to a related party DAI for the period ended 31 December 2011 in the amount of MNT 247,768 thousand (the period ended 31 December 2010: MNT 547,703 thousand) are included in administrative and other operating expenses and are further disclosed in Note 33. Fees paid to a Board of Directors for the nine month period ended 31 December 2011 in the amount of MNT 538,869 thousand (the nine months period ended 31 December 2010: MNT 190,207 thousand) are included in administrative and other expenses and are further disclosed in Note 33. 50 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 26 Income Taxes Income tax expense recorded in profit or loss for the year comprises the following: 2011 2010 Current income tax charge Deferred income tax (credit)/charge 19,864,779 - 9,515,804 - Income tax expense for the year 19,864,779 9,515,804 In thousands of Mongolian Tugriks The Bank provides for income taxes on the basis of income for financial reporting purposes, adjusted for items which are not assessable or deductible for income tax purposes. The income tax rate for profits of the Bank is 10% for the first MNT 3 billion (2010: MNT 3 billion) of taxable income, and 25% (2010: 25%) on the excess of taxable income over MNT 3 billion (2010: MNT 3 billion) in accordance with Mongolian tax legislation. A reconciliation between the expected and the actual taxation charge is provided below. 2011 2010 Profit/(loss) before tax 78,243,989 40,043,595 Theoretical tax charge at statutory rate (2011: 25%; 2010: 25%) 19,560,997 10,010,899 (450,000) (39,363) 1,401,775 (608,630) - (450,000) (126,948) 496,103 (521,728) 107,478 19,864,779 9,515,804 In thousands of Mongolian Tugriks Tax effect of items which are not deductible or assessable for taxation purposes: - Effect of income subject to lower rate - Income which is exempt from taxation - Non-deductible expenses - Income on government securities taxed at different rates Under/over provision of current tax in prior years Income tax expense for the year Differences between IFRS and statutory taxation regulations in Mongolia give rise to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their tax bases. The Bank did not recognize deferred tax in these financial statements, as the management assessed that the related amount is not material. 27 Dividends paid In thousands of Mongolian Tugriks 2011 2010 Dividends payable at 1 January Dividends declared during the year Dividends paid during the year 6,047,805 (6,047,805) 3,961,300 (3,961,300) - - 0.93 0.61 Dividends payable at 31 December Dividends per share declared during the year 51 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management The risk management function within the Bank is carried out in respect of financial risks, operational risk and legal risk, as well as reputational risk. Financial risk comprises market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks. Risk is inherent in the Bank’s activities and managed through risk limits and a continuing process of analysis and review. This process of risk management is critical to the Bank’s continuing profitability and all of the Bank executives are accountable for the management of risks relating to their responsibilities. The day-to-day risk management process does not include business risks such as changes in the environment, technology and industry. These are addressed through the Bank’s strategic and business planning process. The Board of Directors has ultimate responsibility for overall risk management of the Bank. It receives a report on the performance of the Bank at monthly Board meetings, while the Board of Audit Committee is specifically responsible for monitoring the activities of the Internal Audit Department. The Risk Management Committee of the Board of Directors is responsible for assisting the Board in fulfilling its oversight responsibilities related to the management of credit, market, liquidity, operational, compliance, reputational and other risks of the Bank. Further, there are various committees and departments responsible for managing and monitoring risks, which are briefly outlined below. The Management Committee consists of the executive management of the Bank and holds weekly meetings to discuss all aspects of the Bank’s operations and encourages enhanced communication. Members of the committee are the directors of the Bank. The Risk Committee is responsible for providing the Bank’s executive management with support and assistance in implementation of risk management options, monitoring high level major risks throughout the system, and developing necessary actions and strategies related to the risks. The Risk Committee is chaired by the Chief Risk Officer. The Bank’s Credit Committees (hereinafter referred as “CC”) and Credit Risk Division (hereinafter referred as "CRD") are responsible for managing credit risk. The structure of Credit Committees and their responsibilities, as well as responsibilities of CRD are described in detailed within the section ‘Credit risk’. Assets and Liabilities Committee (hereinafter referred as “ALCO Committee”) is responsible for providing centralized asset and liability management of the funding, liquidity, foreign currency, maturity and interest rate risks to which the Bank is exposed. The purpose of ALCO Committee is to set up asset and liability structure of the Bank’s balance sheet conducive for sustainable growth of the Bank, its profitability and liquidity through comprehensive management of the Bank’s assets and liabilities and monitoring of the foreign currency, interest rate and other market risks. ALCO Committee is chaired by the Chief Financial Officer. The IT Steering Committee was established to ensure that the Bank’s business and IT strategies and business plans are aligned. The main responsibilities of the IT Steering Committee include approving and monitoring implementation of the IT business strategy, reviewing major expenditures for IT prior to their submission to the Board of Directors for approval, ensuring interaction between IT and business units to identify needs and priorities for systems, MIS and new and existing product enhancements and developments, and to identify and resolve problems in the business which relate to IT. The IT Steering Committee is chaired by the Chief Information Officer. Risk management processes throughout the Bank are audited annually by the Internal Audit function, which examines both the adequacy of procedures and compliance with them. Internal Audit discusses the results of all assessments with management, and reports its findings and recommendations to the Board of Audit Committee. 52 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The Internal Audit Department consists of two divisions: Distant Monitoring Division and Auditing Division and has 49 employees: 1 director, 2 division heads, 11 senior auditors, 31 auditors, 2 specialized IT auditors, 1 director assistant and 1 translator. The Director directly reports to the Chairman of the Board Audit Committee and has regular monthly meetings with the Chairman. Internal Audit performs a full scale audit of each business and support unit, branch and sub-branch twice per year. Additional unannounced audits are conducted 1-2 times per year. The department maintains a yearly schedule, adding additional audits when needed. All rural sub-branches report to an aimag (provincial centre) branch. Aimag branch staff responsible for supervising the sub-branches, makes regular quarterly visits to the sub-branches under their control to review compliance with the Bank’s policies and procedures and to assess the quality of their operations and loans. Apart from the above committees, departments and divisions, each business unit and head office support unit participates in risk management process by managing its identified top risks and reporting on its performance to the respective director at least once per month. The Operational and Market Risk Division together with the corresponding respective director identifies the top risks that need to be managed, measured and reported and monitors implementation on the risk management actions determined by the Risk Committee. The branch Risk Committee carries out the risk management through various practices such as identifying, monitoring, preventing and mitigating the operational and credit risks at the branch and factors affecting those risks. Monitoring and controlling risks is primarily performed based on limits established by the related Management Committees of the Bank. These limits reflect the business strategy and market environment of the Bank as well as level of risk that the Bank is willing to accept. In addition, the Bank monitors and measures the overall risk bearing capacity in relation to the aggregate risk exposures across all risk types and activities. As part of its overall risk management, the Bank uses basic sensitivity analysis to manage exposures resulting from possible changes in interest rates, foreign currencies and equity risks. Also, the individual mitigation plans for each type of risk are developed and implemented by each business unit, and the process is monitored by the Operational and Market Risk Division. The Bank's risk management team is using Risk Dashboard as a key tool to monitor risks and implement risk management processes such as defining, assessing, mitigating and controlling the main risks of the Bank. The Risk Dashboard is updated and managed regularly on a monthly basis to see what kind of risks the Bank faces and the overall level of such to assist decision making. Credit risk. The Bank takes on exposure to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Exposure to credit risk arises as a result of the Bank’s lending and other transactions with counterparties giving rise to financial assets. The Bank’s maximum exposure to credit risk is reflected in the carrying amounts of financial assets on the consolidated statement of financial position. For guarantees and commitments to extend credit, the maximum exposure to credit risk is the amount of the commitment. Refer to Note 30. The credit risk is mitigated by collateral and other credit enhancements as disclosed in Note 10. The Bank defines credit risk as a risk arising from incapability of a borrower to fulfil contractual obligations in risk category. It monitors credit risk based on the following sub-categories: borrower, branch, portfolio, single loan and pre-disbursement risks. The Bank’s Credit Committees and Credit Risk Division have a key role in managing credit risk. 53 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The Credit Committee structure was established to manage the Bank’s credit risk at various levels. This includes the Head Office Credit Committee, Head Office Sub Credit Committee, Branch Credit Committees and Sub-Branch Credit Committees. The Head Office Credit Committee approves lending authorities for each sub-committee and branch credit committees. Further, a Branch Credit Committee approves lending authorities for respective Sub-Branch Credit Committees within its own lending authority limit. These authorities are reviewed regularly and revised as necessary. Transactions exceeding the lending authority of a committee are referred up through the committee structure for final decision by a committee with the appropriate authority. All loans and aggregate exposures over MNT 300 million are approved by the Head Office Credit Committee. The Head Office Credit Committee is chaired by the Chief Risk Officer. Credit Risk Division (hereinafter referred as "CRD") is responsible for mitigating the credit risk by monitoring and controlling the Bank's credit portfolio quality, as well as controlling implementation of credit policy and procedures at the branches. The CRD consists of credit risk analysts, who are responsible for preparation of credit risk opinions on loan proposals, which are presented to the Head Office Credit Committee. Also, specialized assets appraisal officers perform valuation (i.e. estimation of market price) of immovable collaterals for loan proposals presented to the Head Office Credit Committee and Sub-Credit Committee. The environmental officer of this division prepares environmental opinions on the loan proposals with high environmental impact. ALCO determines total growth and target of the Bank’s loan portfolio, while business units are responsible for execution of these targets. Credit Risk Division (CRD) and Credit, Risk Policy and Regulation Department (CRPRD) controls and regulates the performance of business units. The limits for monitoring exposure to credit risk include limits per single borrower and its related parties. Credit Risk Division approves appropriate policies and procedures for each loan product including overall business processes from loan disbursement until its full repayment in order to mitigate credit risk. Head Office Credit Committee approves amendments to loan policy and procedures. Branch/sub-branches which disbursed a loan are responsible for its quality and timely collection, while portfolio teams of Retail Banking Division, Inspectors of Special Assets Department and Credit Risk Department conduct off-site and on-site assessments of credit quality of loan portfolios of branches/sub-branches. The information on the Bank’s exposure to credit risk is presented at the Board of Directors’ meeting on a monthly basis and to the Board Risk Management Committee (BRMC) quarterly. During these meetings, reports on loan portfolio concentration, defaulted or overdue loans, and restructured part of loan portfolio are analyzed and further actions agreed. The Bank has 4 types of Credit Committees for loan approval and monitoring: 1. Head Office Credit Committee makes decisions on loan proposals with amounts of minimum MNT 300 million and approves amendments to the Bank’s loan policy and procedures. This committee is held once every week and its members include the Chief Risk Officer, as committee chairman, and other members such as directors of CRD, CRPRD, Retail Banking Division and Wholesale Banking Division. Directors of Retail Banking and Wholesale Banking have no right to vote for any loan proposals submitted by their branches/sub-branches. Also, a loan equal to or above 10% of the Bank’s equity needs to be submitted to the Board of Directors for approval, after being approved by the Head Office Credit Committee. Head Office Credit Committee sets and approves lending limits of the Branch Credit Committees by taking into account factors such as market of the branch, work experience of Branch Credit Committee members, their loan portfolio quality and final assessment of credit risk monitoring. 2. Head Office Sub- Credit Committee approves loan proposals with amounts up to MNT 300 million, which are above approval limits of branches, sub-branches and business centres. 3. Branch Credit Committee approves loan proposals within their permitted approval limits. Also, it determines approval limits of its sub-branches and provides management oversight for the loan approval process. 4. Credit Committees of other sub-branches and business centres are specialized in particular loan products. 54 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) As part of the loan analysis and decision making process, tellers and loan officers are responsible for analysing loan proposals including pension, deposit-secured salary, leases and consumer loans up to certain amounts. Also, they are authorized to disburse such loans after the Branch Manager has reviewed relevant documentation and approved loan disbursement. Branch/sub-branch loan officers analyze and develop loan proposals based on customers’ requests and Branch/sub-branch Credit Committees review and approve developed loan proposals, except for the above mentioned loan products. The loan officer, senior accountants (senior tellers) and the manager of such branches/sub-branches are responsible for performing a final control on whether loan and relevant agreements were concluded properly and confirmed by authorized organizations after a loan proposal is approved and, all required documents were collected before disbursing a loan. Also, they shall fill out a checklist and give permission for tellers to make transaction for a loan disbursement. Support unit, legal advisor and Wholesale Banking director shall implement these controls for Wholesale Banking customers. If a loan proposal amount is above approval limits of the related Branch/sub-branch Credit Committee, such loan proposal shall be submitted to the senior-level Credit Committee for approval. In case of submitting a loan proposal to the Head Office Credit Committee and Head Office SubCommittee, in order to mitigate risks of pre-disbursement, it is necessary to perform a risk assessment, obtain a legal opinion, a mining assessment, an environmental assessment and collateral appraisal report from related departments and, attach them to the loan file documentation before presenting loan proposals to the relevant committee. Wholesale Banking Division and Business centres conduct various types of surveys on borrowers’ general assessment including business experience and management skills, a credit history, financial stability, marketability of collateral, credit rating, source of loan repayment, maturity of loan etc. Credit Risk Division and Internal Audit Department conduct off-site and on-site assessments on a continuous basis in order to control quality of the loan portfolio by performing assessment procedures on it, which are specified in the Bank’s policies and procedures. MIS report is developed in order to provide the Bank’s management information on loan portfolio quality on a daily basis. MIS reports regularly used by the Bank’s management include ageing analysis of outstanding loans. Management therefore considers it appropriate to provide ageing and other information about credit risk as disclosed in Note 10. Loan policy and procedures for defaulted loans specify stages and approaches for past due loans. Each branch and sub-branch has a Credit Risk Committee. During the meeting of this committee, issues including collection and recoveries of past due loans, loan portfolio concentration of such branch or subbranch, potential risks, loan proposals for transferring to Special Assets Division and loan proposals for write-offs, are discussed. In case of necessity, overdue and defaulted loans are transferred to Special Assets Division. Special Assets Division takes necessary measures according to the relevant law in order to recover these loans. The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are implemented regarding the acceptability of types of collateral and valuation parameters and are stated in the Bank's Credit policy and procedures. The Bank accepts the following types of collateral in combination of immovable and movable assets. Immovable assets include: production plant, building for service/commercial use, privatized apartment, “khashaa baishin” (building with fence) and land with ownership title. Movable assets include: shipping container, motor vehicle, equipment, assets for personal use (jewellery, electronic appliance etc.), business inventory, bank deposits, livestock, mineral resources mining license, stocks, business income and other assets owned by a borrower. Market value of immovable collateral is determined by asset appraisal officers of CRD for loan proposals, presented to the Head Office Credit Committee and Sub-Credit Committee, and for remaining loans by referencing sales price of comparable property in the same local area as well as in consideration of location, marketability, quality/condition of the collateral. The Bank calculates collateral value as Market Price and Risk Assessed Price and bases its coverage requirement on Risk Assessed Price. Risk Assessed Price (RAP) is calculated as Market Price multiplied by Risk Assessed percentage (RA%). Risk Assessed Price of collateral shall not be lower than 100%. In November 2011 this coverage requirement was increased to 120% due to tightening of credit risk procedures. 55 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) Therefore the Bank works to ensure that loans are secured by sufficient collateral. If loan defaults and collateral liquidation is required to recover the loan, the Bank negotiates and reconciles with the borrower or files a court claim. Based on court judgment, the Bank liquidates the collateral in conjunction with the Bailiff’s office (Executor of court order). It is the Bank's policy to dispose of repossessed properties in an orderly fashion. The proceeds are used to reduce or repay the outstanding claim. The credit quality of financial assets is managed by the Bank using the following internal credit ratings. Credit rating Grade Description A Excellent B Good Excellent loans – high quality credit transactions, which never been past due and have minimum credit risk. Good loans – standard quality loans, acceptable quality of cash flows of the borrower. The information on credit quality of loans neither past due nor impaired is given in Note 10. Credit quality of other financial assets is disclosed in Notes 7, 8, 9, 10 and 16. As of 31 December 2011 (as well as at the end of the previous reporting periods), the Bank has monitored credit quality of loans primarily based on classification of loans based on provisioning guidelines defined by the Bank of Mongolia, which is used for impairment provision calculation in accordance with the Regulations on Asset Classification and Provisioning, jointly approved by the Bank of Mongolia and Ministry of Finance. These provisioning guidelines are based on an expected loss model. In accordance with these regulations, the Bank is required to determine the quality of loans and advances based on their qualitative factors and time characteristics (i.e. delays in repayment). Loans are classified into the following five groups: performing, in arrears, substandard loans, doubtful loans, and loss. Specified provision rate is applied to loans in each group for the purposes of determining impairment provision in accordance with the provisioning guidelines of the Bank of Mongolia. Credit risk for off-balance sheet financial instruments is defined as the possibility of sustaining a loss as a result of another party to a financial instrument failing to perform in accordance with the terms of the contract. The Bank uses the same credit policies in assuming conditional obligations as it does for onbalance sheet financial instruments, through established credit approvals, risk control limits and monitoring procedures. However, issuance of credit-related commitments is done through specialised department Trading Finance in the Head Office i.e. no such activities are performed by the branches. Exposure to credit risk as a result of credit related commitments is given in Note 30. The management believes that no provision on credit related commitments (such as issued guarantees, letters of credit etc.) is necessary as of 31 December 2011 and 31 December 2010 (refer to Note 30). For more details on accounting policy and methods used for determining impairment provision refer to Notes 3 and 4. Credit quality of loans and advances to customers and amounts of impairment provision are disclosed in Note 10. Market risk. The Bank takes on exposure to market risks. Market risks arise from open positions in (a) currency, (b) interest rate and (c) equity products, all of which are exposed to general and specific market movements. The Bank is currently not exposed to market risk arising from equity products, while policies and procedures for monitoring and managing currency and interest rate risk are outlined below. 56 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) Currency risk. Management sets limits on the level of exposure by currencies, which are monitored on a frequent basis. The Bank monitors its currency risk primarily through ensuring compliance with the prudential ratio for foreign currency risk established by the Central Bank (i.e. the Bank of Mongolia) and through assessing the impact of foreign exchange movements on the Bank’s liquidity and profitability. In addition, the Bank is in the process of obtaining approval from the Supervision Department of the Central Bank for use of Value-at-Risk (“VaR”) simulation model to manage and measure foreign exchange risk. Operational and Market Risk Division manages currency risk by having the ALCO Committee approval for stop loss limit for each individual currency and overall currency positions on a quarterly basis. The table below summarises the Bank’s exposure to foreign currency exchange rate risk at 31 December 2011: In thousands of Mongolian Tugriks MNT USD CNY Euro Other Total 251,225,470 198,950,606 86,377,018 718,943 4,185,345 541,457,382 Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Short term investments Long term investments Other financial assets 138,738,094 - 33,732,616 11,224,977 - - - 172,470,710 11,224,977 1,102,984,590 23,247,398 42,863,315 151,490 274,259,000 155,058 22,103 - - - 1,377,265,693 23,247,398 42,863,315 306,548 Total financial assets 1,559,210,357 518,322,257 86,399,121 718,943 4,185,345 2,168,836,023 Liabilities Due to other banks Customer accounts Other borrowed funds Other financial liabilities Subordinated debt 12,754,927 1,379,169,140 72,836,731 7,442,624 - 1,668,136 373,253,117 75,532,735 273,599 59,078,309 1,342 55,360,821 15,608 - 40,005 2,676,734 - 2,020 1,872,945 - 14,466,430 1,812,332,757 148,369,466 7,731,831 59,078,309 Total financial liabilities 1,472,203,422 509,805,896 55,377,771 2,716,739 1,874,965 2,041,978,793 Net balance sheet position 87,006,935 8,516,361 31,021,350 (1,997,796) 2,310,380 126,857,230 Credit related commitments 27,440,466 48,783,861 - 1,184,827 339,459 77,748,613 Net balance sheet and credit related commitments 59,566,469 (40,267,500) 31,021,350 (3,182,623) 1,970,921 49,108,617 57 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The table below summarises the Bank’s exposure to foreign currency exchange rate risk at 31 December 2010. The amounts presented below are adjusted for reclassifications (Note 3). MNT USD CNY Euro Other Total 370,342,816 225,946,396 44,285,887 1,541,649 3,083,728 645,200,476 42,022,433 - 16,458,767 6,315,506 - - - 58,481,200 6,315,506 671,912,095 22,329,569 138,634 104,785,250 156,465 12,508 - - - 776,709,853 22,329,569 295,099 1,106,745,548 353,662,383 44,298,395 1,541,649 3,083,728 1,509,331,703 2,562,983 983,214,593 24,161,148 2,776,256 - 1,083,640 281,888,919 58,247,019 487,434 28,240,493 1,221,442 42,371,482 6,405 - 148,574 1,390,216 - 4,884 2,684,720 - 5,021,523 1,311,549,930 82,408,167 3,270,095 28,240,493 Net balance sheet position 94,030,568 11,955,371 699,066 2,859 394,124 78,841,495 Credit related commitments 9,955,785 25,124,863 1,804,513 572,137 103,436 37,560,734 Net balance sheet and credit related commitments 84,074,783 (13,169,492) (1,105,447) (569,278) 290,688 41,280,761 In thousands of Mongolian Tugriks Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Long term investments Other financial assets Total financial assets Liabilities Due to other banks Customer accounts Other borrowed funds Other financial liabilities Subordinated debt The following table presents sensitivities of profit or loss and equity to reasonably possible changes in exchange rates applied at the end of the reporting period relative to the functional currency of the Bank, with all other variables held constant: In thousands of Mongolian Tugriks US Dollar strengthening by 15% (2010: strengthening by 15%) US Dollar weakening by 15% (2010: weakening by 15%) CNY strengthening by 5% (2010: strengthening by 5%) CNY weakening by 5% (2010: weakening by 5%) Euro strengthening by 20% (2010: strengthening by 20%) Euro weakening by 20% (2010: weakening by 20%) Other strengthening by 15% (2010: strengthening by 15%) Other weakening by 15% (2010: weakening by 15%) Total At 31 December 2011 At 31 December 2010 1,277,454 (1,277,454) 1,551,068 (1,551,068) (399,559) 399,559 346,557 (346,557) 1,793,306 (1,793,306) 34,953 (34,953) 572 (572) 59,119 (59,119) - - 58 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The exposure was calculated only for monetary balances denominated in currencies other than the functional currency of the Bank. The Bank’s exposure to currency risk at the end of the reporting period is not representative of the typical exposure during the year. The following table presents sensitivities of profit and loss and equity to reasonably possible changes in exchange rates applied to the average exposure to currency risk during the year, with all other variables held constant: In thousands of Mongolian Tugriks US Dollar strengthening by 15% (2010: strengthening by 15%) US Dollar weakening by 15% (2010: weakening by 15%) CNY strengthening by 5% (2010: strengthening by 5%) CNY weakening by 5% (2010: weakening by 5%) Euro strengthening by 20% (2010: strengthening by 20%) Euro weakening by 20% (2010: weakening by 20%) Other strengthening by 15% (2010: strengthening by 15%) Other weakening by 15% (2010: weakening by 15%) Total Average exposure during 2011 Average exposure during 2010 (225,867) 225,867 124,677 (124,677) (12,497) 12,497 162,714 (162,714) (384,420) 384,420 289,199 (289,199) (122,298) 122,298 81,509 (81,509) - - Interest rate risk. The Bank takes on exposure to the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. Interest margins may increase as a result of such changes but may reduce or create losses in the event that unexpected movements arise. Management monitors on a regular basis and sets limits on the level of mismatch of interest rate repricing that may be undertaken. The Bank uses several methods to analyze its interest rate risk, one of which is assets and liabilities gap repricing model. This model analyses interest-sensitive assets and liabilities in maturity groups. In order to be classified per maturity groups, fixed rate assets and liabilities are grouped by their maturities, while floating rate assets and liabilities are grouped in accordance with the subsequent interest repricing period. Further, the Bank performs ongoing monitoring of the interest correlations of loans, in case of assets, and current and savings accounts, in case of liabilities. Moreover, analysis is performed with regard to the impact of change of average interest rate on the overall assets and liabilities. Fair value of the assets and liabilities are calculated by converting the cash flow of fixed-rate assets and liabilities maturing in more than 1-year into their current value. Although the fair value of assets and liabilities is not the actual loss exposure to the Bank, it is regarded as a lost opportunity for the Bank where it reduces the potential future profit of the Bank. 59 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The table below summarises the Bank’s exposure to interest rate risks. The table presents the aggregated amounts of the Bank’s financial assets and liabilities at carrying amounts, categorised by the earlier of contractual interest repricing or maturity dates. Demand and less than 1 month From 1 to 6 months From 6 to 12 months 31 December 2011 Total financial assets Total financial liabilities 729,791,528 1,342,132,049 426,168,283 422,660,260 358,573,724 185,444,136 654,302,488 2,168,836,02 3 91,742,348 2,041,978,79 3 Net interest sensitivity gap at 31 December 2011 (612,340,521) 3,508,023 173,129,588 562,560,140 31 December 2010 Total financial assets Total financial liabilities 661,505,619 1,010,308,082 286,672,991 258,684,111 163,255,579 116,678,110 397,897,514 1,509,331,70 3 44,819,905 1,430,490,20 8 Net interest sensitivity gap at 31 December 2010 (348,802,463) 27,988,880 46,577,469 In thousands of Mongolian Tugriks More than 1 year 353,077,609 Total 126,857,230 78,841,495 Based on the sensitivity analysis performed as of 31 December 2011 and 31 December 2010, as well as for average exposures during 2011 and 2010, and reasonable shifts in interest rates based on interest rate movements during 2011 and 2010, management believes that the Bank’s profit for years ended 31 December 2011 and 31 December 2010 is not materially affected by changes in interest rates. 60 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The Bank monitors interest rates for its financial instruments. The table below summarises weighted average interest rates at the respective reporting date based on reports reviewed by key management personnel. For securities, the interest rates represent yields to maturity based on market quotations at the reporting date: 2011 In % p.a. Assets Cash and cash equivalents - Bank of Mongolia treasury bills - Deposits with the Bank of Mongolia with original maturity less than three months - Placements with other banks with original maturities of less than three months - Reverse securities sale and repurchase agreements Due from other banks - Short-term placements with other banks with original maturities of more than three months and less than one year - Long-term placements with other banks with original maturities of more than one year Loans and advances to customers - Business lending - Consumer lending - Agricultural lending Short term investments - BOM treasury bills - Government bonds Long term investments - Government bonds Liabilities Due to other banks - Short-term placements of other banks - Long-term placements of other banks Customer accounts - current accounts - demand deposits - term deposits Other borrowed funds Subordinated debt MNT 2010 USD CNY MNT USD CNY 13.7 - - 10.9 - - - - - - 0.1 - - - 5.1 - 11.0 5.0 - 2.8 - - 6.0 - - - - - 0.6 - - 1.0 - 15.7 16.6 25.8 11.0 11.3 - 14.4 2.7 - 18.7 19.0 28.1 12.3 12.6 - 2.7 - 16.1 7.8 - - - - - 9.3 - - 10.0 - - 9.8 10.0 - - 10.0 - - - 1.6 6.1 11.7 1.5 - 1.2 1.8 3.3 5.8 9.0 0.1 0.6 1.2 - 2.3 5.7 12.4 2.5 - 1.1 1.8 3.1 5.8 10.3 0.6 1.2 - The sign “-” in the table above means that the Bank does not have the respective assets or liabilities in the corresponding currency. Other price risk. The Bank has limited exposure to equity price risk, as the overall amount of equity investments as of 31 December 2011 and 31 December 2010 was not significant (refer to Note 11). 61 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) Geographical risk concentrations. The Bank is exposed to geographical concentration risk, as almost all of its financial assets are placed in Mongolia as of 31 December 2011 and 31 December 2010. Although a major part of financial liabilities relates to Mongolia, the concentration is lower in case of financial liabilities, as a major part of other borrowed funds and all subordinated debt is received from international financial institutions. The management believes that the Bank’s exposure to geographical concentration risk is mitigated due to relatively high customer diversification and industry diversification. Other risk concentrations. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Bank’s performance to developments affecting a particular industry or geographical location. In order to avoid excessive concentrations of risk, the Bank’s policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. At the individual basis, the Bank of Mongolia (“Central Bank”) sets the following limits: i. The maximum amount of the overall credit exposures issued and other credit-equivalent assets to the individual and his/her related persons shall not exceed 20 percent of the capital of the Bank; ii. The maximum amount of the credit exposures issued and other credit-equivalent assets shall not exceed the 5 percent of the capital for one related person to the Bank, and the aggregation of overall lending to the related persons shall not exceed 20 percent of the capital of the Bank. Management monitors and discloses concentrations of credit risk by obtaining reports listing exposures to borrowers. The Bank’s exposure to concentration risk, including industry concentration risk, is disclosed in Notes 10. Liquidity risk. Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Bank is exposed to daily calls on its available cash resources from overnight deposits, current accounts, maturing deposits, loan drawdowns, guarantees etc. The Bank does not maintain cash resources to meet all of these needs as experience shows that a minimum level of reinvestment of maturing funds can be predicted with relatively high level of certainty. Liquidity risk is managed by ALCO Committee of the Bank. The Bank seeks to maintain a stable funding base primarily consisting of amounts due to other banks, corporate and retail customer deposits, other borrowed funds and subordinated debt. It is the Bank’s policy to maintain a prudent mix of borrowed funds and core deposit base. The Bank invests the funds in diversified portfolios of liquid assets, in order to be able to respond quickly and smoothly to unforeseen liquidity requirements. In addition, the Bank maintains a statutory deposit with the Central Bank of Mongolia equal to 11% of customer deposits (2010: 5%). 62 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The liquidity management of the Bank requires considering the level of liquid assets necessary to settle obligations as they fall due; maintaining access to a range of funding sources; maintaining funding contingency plans; and monitoring liquidity ratios against regulatory requirements. The Bank calculates liquidity ratios on a daily basis in accordance with the requirement of the Bank of Mongolia. These ratios include liquidity ratio (calculated as the ratio of liquid assets to total liabilities), local currency liquidity ratio, (calculated as the ratio of local currency liquid assets to local currency liabilities) and foreign currency liquidity ratio (calculated as the ratio of foreign currency assets to foreign currency liabilities). The Bank has complied with these ratios as of 31 December 2011 and during 2011. Apart from prudential ratios established by the Central Bank, the Bank also complies with internal ratios and limits set by ALCO Committee for treasury activities. Further, liquidity risk is also managed through the process of quarterly monitoring the Bank’s compliance with debt covenants, which include liquidity related ratios (limits), refer to Note 19. The Bank manages its liquidity risk through regular monitoring of the following reports: assets and liabilities maturity gap report, cash flow report, along with monitoring liquidity ratios and limits. While assets and liabilities gap report classifies assets and liabilities by their maturities, cash flow report uses projections of the cash inflows and outflows of the assets and liabilities. Even though the Bank is rarely significantly exposed to liquidity risk, the potential impact of liquidity risk is considered serious. Therefore, the Bank has in place a contingency plan for liquidity risk. Furthermore, since the funds might not be sufficiently available on the interbank market in the event of liquidity crisis, the Bank establishes limits for interbank market using an internal scoring method on a quarterly basis. The table below shows financial assets and liabilities at 31 December 2011 by their remaining contractual maturity. The amounts disclosed in the maturity table are the contractual undiscounted cash flows, including gross finance lease obligations (before deducting future finance charges), gross loan commitments and financial guarantees. Such undiscounted cash flows differ from the amount included in the statement of financial position because the amount in the statement of financial position is based on discounted cash flows. The table below shows maturity analysis of non-derivative financial assets at their carrying amounts and based on their contractual maturities except for assets that are readily saleable in case it would be necessary to meet cash outflows on financial liabilities. Such financial assets are included in the maturity analysis based on their expected date of disposal. Impaired loans are included at their carrying amounts net of impairment provisions and based on the expected timing of cash inflows. When the amount payable is not fixed, the amount disclosed is determined by reference to the conditions existing at the end of the reporting period. Foreign currency payments are translated using the spot exchange rate at the end of the reporting period. 63 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The maturity analysis of financial instruments based on undiscounted contractual obligation at 31 December 2011 is as follows: Demand and less than 1 month From 1 to 6 months From 6 to 12 months From 12 months to 5 years Over 5 years Total 482,780,915 60,458,000 - - - 543,238,915 172,470,710 18,177 11,340,619 - - - 172,470,710 11,358,796 68,986,177 22,013,397 306,548 356,986,366 8,163,516 - 421,551,391 16,491,111 4,900,655 - 643,955,463 18,719,023 - 233,747,604 - 1,725,227,001 24,654,627 45,633,075 306,548 746,575,924 436,948,501 442,943,157 662,674,486 233,747,604 2,522,889,672 2,023,036 1,296,824,212 41,518,023 7,434,576 - 3,077,500 370,007,467 6,298,645 87,908 1,695,922 1,643,339 171,657,642 21,305,451 89,526 3,355,822 9,678,988 478,830 81,436,369 119,821 45,980,981 3,156,665 29,967,191 16,422,863 1,838,968,151 153,715,153 7,731,831 80,999,916 55,441,547 4,366,649 5,071,537 452,137 - 65,331,870 12,416,743 - - - - 12,416,743 Total potential future payments for financial obligations 1,415,658,137 385,534,091 203,123,317 138,147,126 33,123,856 2,175,586,527 Net position (669,082,213) 51,414,410 239,819,840 524,527,360 200,623,748 347,303,145 Aggregate position (669,082,213) (617,667,803) (377,847,963) 146,679,397 347,303,145 - In thousands of Mongolian Tugriks Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Short term investments Long term investments Other financial assets Total financial assets Liabilities Due to other banks Customer accounts Other borrowed funds Other financial liabilities Subordinated debt Financial guarantees and letters of credit (Note 30) Gross loan commitments (Note 30) 64 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) Liquidity requirements to support calls under guarantees and standby letters of credit are considerably less than the amount of the commitment disclosed in the above maturity analysis because the Bank does not generally expect the third party to draw funds under the agreement. The total outstanding contractual amount of commitments to extend credit as included in the above maturity table does not necessarily represent future cash requirements, since many of these commitments will expire or terminate without being funded. The maturity analysis of financial instruments based on undiscounted contractual obligation at 31 December 2010 is as follows. The amounts below are adjusted for the effect of reclassifications. Demand and less than 1 month From 1 to 6 months From 6 to 12 months From 12 months to 5 years Over 5 years Total 550,134,118 97,200,000 - - - 647,334,118 58,481,200 - 6,349,963 - - - 58,481,200 6,349,963 64,124,110 2,100,000 295,099 234,889,941 156,404 - 205,737,803 194,674 - 440,738,279 21,554,592 - 87,796,941 - 1,033,287,074 24,005,670 295,099 675,134,527 338,596,308 205,932,477 462,292,871 87,796,941 1,769,753,124 5,025,724 972,801,300 30,085,284 2,737,167 - 233,027,789 10,641,263 114,801 1,299,862 122,846,332 7,173,389 124,479 1,547,469 541,473 36,363,753 293,648 36,496,787 1,668,148 - 5,025,724 1,329,216,894 85,931,837 3,270,095 39,344,118 16,942,658 2,491,523 2,276,047 811,654 - 22,521,882 15,038,852 - - - - 15,038,852 Total financial liabilities 1,042,630,985 247,575,238 133,967,716 74,507,315 1,668,148 1,500,349,402 Net position (367,496,458) 91,021,070 71,964,761 387,785,556 86,128,793 269,403,722 Aggregate position (367,496,458) (276,475,388) (204,510,627) 183,274,929 269,403,722 - In thousands of Mongolian Tugriks Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Long term investments Other financial assets Total financial assets Liabilities Due to other banks Customer accounts Other borrowed funds Other financial liabilities Subordinated debt Financial guarantees and letters of credit (Note 30) Gross loan commitments (Note 30) 65 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The Bank does not use the above maturity analysis based on undiscounted contractual maturities of liabilities to manage liquidity. Instead, the Bank monitors expected maturities and the resulting expected liquidity gap. The maturity analysis of financial instruments at 31 December 2011 is as follows: Demand and less than 1 month From 1 to 6 months From 6 to 12 months From 12 months to 5 years Over 5 years Total 482,603,982 58,853,400 - - - 541,457,382 172,470,710 18,177 11,206,800 - - - 172,470,710 11,224,977 95,179,552 21,952,286 306,548 251,118,573 7,814,298 - 341,071,686 15,433,100 4,586,784 - 500,020,441 16,324,245 - 189,875,441 - 1,377,265,693 23,247,398 42,863,315 306,548 Total financial assets 772,531,255 328,993,071 361,091,570 516,344,686 189,875,441 2,168,836,023 Liabilities Due to other banks Customer accounts Other borrowed funds Other financial liabilities Subordinated debt 2,023,036 768,311,901 637,472 7,434,576 - 3,036,666 877,423,652 12,775,850 87,908 335,640 1,500,773 166,157,522 27,959,340 89,526 304,516 7,905,955 439,682 100,658,218 119,821 30,547,074 6,338,586 27,891,079 14,466,430 1,812,332,757 148,369,466 7,731,831 59,078,309 Total financial liabilities 778,406,985 893,659,716 196,011,677 139,670,750 34,229,665 2,041,978,793 Net position (5,875,730) (564,666,645) 165,079,893 376,673,936 155,645,776 126,857,230 Aggregate position (5,875,730) (570,542,375) (405,462,482) (28,788,546) 126,857,230 - In thousands of Mongolian Tugriks Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Short term investments Long term investments Other financial assets 66 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The maturity analysis of financial instruments at 31 December 2010 is as follows. The amounts below are adjusted for effect of restatements or reclassifications. Demand and less than 1 month From 1 to 6 months From 6 to 12 months From 12 months to 5 years Over 5 years Total 549,743,948 95,456,528 - - - 645,200,476 58,481,200 - 6,315,506 - - - 58,481,200 6,315,506 93,765,562 1,959,538 295,099 157,270,434 156,404 - 154,615,798 194,674 - 318,787,980 20,018,953 - 52,270,079 - 776,709,853 22,329,569 295,099 Total financial assets 704,245,347 259,198,872 154,810,472 338,806,933 52,270,079 1,509,331,703 Liabilities Due to other banks Customer accounts Other borrowed funds Other financial liabilities Subordinated debt 5,021,523 520,711,889 126,221 2,737,167 - 678,391,275 15,293,459 114,801 556,156 111,976,918 11,666,899 124,479 41,997 469,621 53,668,687 293,648 27,642,340 227 1,652,901 - 5,021,523 1,311,549,930 82,408,167 3,270,095 28,240,493 Total potential future payments for financial obligations 528,596,800 694,355,691 123,810,293 82,074,296 1,653,128 1,430,490,208 Net position 175,648,547 (435,156,819) 31,000,179 256,732,637 50,616,951 78,841,495 Aggregate position 175,648,547 (259,508,272) (228,508,093) 28,224,544 78,841,495 - In thousands of Mongolian Tugriks Assets Cash and cash equivalents Mandatory reserves with the Bank of Mongolia Due from other banks Loans and advances to customers Long term investments Other financial assets The matching and/or controlled mismatching of the maturities and interest rates of assets and liabilities is fundamental to the management of the Bank. It is unusual for banks ever to be completely matched since business transacted is often of an uncertain term and of different types. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The maturities of assets and liabilities and the ability to replace, at an acceptable cost, interest-bearing liabilities as they mature, are important factors in assessing the liquidity of the Bank and its exposure to changes in interest and exchange rates. Management believes that in spite of a substantial portion of customer accounts being on demand, diversification of these deposits by number and type of depositors, and the past experience of the Bank would indicate that these customer accounts provide a long-term and stable source of funding for the Bank. Bank does regular “deposit stickiness” analysis on movement of current accounts and demand deposit in order to avoid sudden fund withdrawal and regularly does stress tests on liquidity with different scenarios. The “deposit stickiness” analysis is based on historical analysis of movements of current accounts and demand deposits. Bank see the possibility of allocating current accounts in time bands and adjusting existing demand deposit allocation derived from analysis of historical stability. Based on historical evidence, more that 30% of total current accounts and demand deposits has been stable since 2005. Operational risk. The Bank defines operational risk as the risk of loss resulting from inadequate or ineffective internal processes, persons, systems or external events. Operational risk includes: internal fraud, external fraud, security of the workplace, customer risk, product and service risk, IT-Information System risk, risk of internal process, external events, reputational risk, risks of legal and inadequate external regulation, strategic risk, responsibility risk, capital risk and personnel risk. Furthermore these were classified in sub-categories. 67 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 28 Financial Risk Management (Continued) The Bank’s Operational Risk Management Implementing Units include: Risk Management Committee at the level of the Board of Directors, Risk Committee at the level of Chief Executive Officer, Branch Credit Committee and Operational and Market Risk Department. The Bank’s Risk Committee is responsible for defining and controlling risks, taking measures for relevant risks and developing and approving strategy. Also it defines risk levels by using a Risk Dashboard and a Risk Assessment Matrix in its operations. Each branch has an Operational Risk Committee to manage and control operational risks. This committee is assigned to discuss risks of its sub-branches every month and take measures to control and mitigate risks according to the procedure approved by the Risk Committee and report to the Director in charge or Risk Committee in order to obtain decisions on risks with potential or actual large loss implications. Operational and Market Risk Department conducts a fraud survey in order to observe operational risks especially for internal fraud that leads to loss and seeks to ascertain any repetitive influencing factors. Operational and Market Risk also conducts a criminal survey and provides relevant risk information to the Management and Risk Committees. Compliance risk. The Bank monitors its operation regularly in order to mitigate the Bank’s exposure to the following risks: risk to incur penalties due to non-compliance with both financial and non-financial requirements required by the stakeholders of the Bank, including the Bank of Mongolia (BoM), its shareholders and foreign investors, risk of significant financial losses and reputational risk. The Compliance Unit of the Bank was established in late 2010. The unit is primarily responsible for ensuring that the Bank complies with relevant laws and regulations and maintains highest ethical and compliance standards among industry peers, while working toward prevention of money laundering and terrorism financing. The unit also conducts compliance and AML awareness trainings for employees in accordance with the Bank’s staff training program. The Compliance Policy of the Bank was approved by the Board of Directors in May 2011, whereas the AntiMoney Laundering and Counter Terrorism Financing Policy was approved in June 2009. Both the Bank’s management and the Board of Directors consider compliance and AML/KYC risks as one of the major concerns of the Bank, and puts special emphasis on enhancing its AML program and activities. As part of the Bank’s risk-based approach, the Director of Legal and Compliance provides special clearance for non-resident customers wishing to open an account with the Bank. In 2011 the Bank established a daily internet banking limit at MNT 20 million for all customers. Businesses who present legitimate reasons to increase their daily internet transaction limit should send their official requests to the Compliance Unit through branches. This change was intended for taking precautionary measures to avoid any AML/KYC related risks where significant amounts of funds could flow through internet banking without monitoring. In 2011, the Bank was not involved in any material legal proceedings or sanctions associated with noncompliance with legislation or regulations. 68 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 29 Management of Capital The Bank’s objectives when managing capital are (i) to comply with the capital requirements set by the Bank of Mongolia, including capital adequacy ratio, (ii) to safeguard the Bank’s ability to continue as a going concern, (iii) to ensure that Bank maintains strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholders’ value, (iv) to ensure the Bank’s compliance with debt covenants specified in the borrowing agreements with international financial institutions. The Bank manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Bank may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, obtained new debt and/or customer deposits or sell assets to reduce debt. The amount of capital that the Bank managed as at 31 December 2011 was MNT 188 538 880 thousand (31 December 2010: MNT 121 501 204 thousand). Compliance with capital adequacy ratios set by the Bank of the Mongolia is monitored monthly with reports outlining their calculation reviewed and signed by the Chief Financial Officer. Compliance with debt covenants specified in the borrowing agreements with international financial institutions is also monitored on a quarterly basis. During 2011 and 2010 the Bank has complied with all capital requirements imposed by the Bank of Mongolia. The Bank of Mongolia requires commercial banks to maintain a minimum core capital adequacy ratio (which is defined as the ratio between tier I capital and risk weighted assets) of 6% (2010: 6%) and risk weighted capital ratio (which represents the ratio between total regulatory capital and risk weighted assets) of at least 12% (2010: 12%). These ratios are calculated on the basis of total capital and total assets as adjusted for their intrinsic risk characteristics (i.e. risk weighted assets), as disclosed below. The capital adequacy ratios of the Bank as at 31 December 2011 and 31 December 2010 are as follows: In thousands of Mongolian Tugriks Tier I capital Share capital Share premium Share-based payment reserve Retained earnings Total tier I capital Tier II capital Revaluation surplus Subordinated debt Total tier II capital Total regulatory capital / capital base Core capital adequacy ratio Risk weighted capital ratio 31 December 2011 31 December 2010 12,994,012 13,866,079 121,096 146,393,637 173,374,824 12,994,012 13,866,079 121,096 94,016,430 120,997,617 15,164,056 59,078,309 74,242,365 503,587 28,240,493 28,744,080 247,617,189 149,741,697 10.8% 15.4% 13.5% 16.7% Breakdown of risk weighted assets is given below. Risk weight factor 31 December 2011 Assets Risk weighted assets 31 December 2010 Assets Risk weighted assets 0% 20% 50% 100% 150% 557,163,608 224,834,604 24,657,951 1,543,760,339 1,958,469 44,966,921 12,328,976 1,543,760,339 2,937,704 594,153,757 111,870,467 13,023,105 865,569,611 1,971,120 22,374,093 6,511,553 865,569,611 2,956,680 Total 2,352,374,971 1,603,993,940 1,586,588,060 897,411,937 69 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 30 Contingencies and Commitments Legal proceedings. From time to time and in the normal course of business, claims against the Bank may be received. On the basis of its own estimates and internal professional advice management is of the opinion that no material losses will be incurred in respect of current claims and accordingly no provision has been made in these financial statements in respect of such claims. Tax legislation. Mongolian tax, currency and customs legislation is subject to varying interpretations, and changes, which can occur frequently. Management’s interpretation of such legislation as applied to the transactions and activity of the Bank may be challenged by the relevant authorities. The Mongolian tax authorities may be taking a more assertive position in their interpretation of the legislation and assessments, and it is possible that transactions and activities that have not been challenged in the past may be challenged by tax authorities. As a result, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open to review by the authorities in respect of taxes for five calendar years preceding the year of review. Under certain circumstances reviews may cover longer periods. The Mongolian tax legislation does not provide definitive guidance in certain areas, specifically in areas such as VAT, withholding tax, corporate income tax, personal income tax, transfer pricing and other areas. From time to time, the Bank adopts interpretations of such uncertain areas that reduce the overall tax rate of the Bank. As noted above, such tax positions may come under heightened scrutiny as a result of recent developments in administrative and court practices. The impact of any challenge by the tax authorities cannot be reliably estimated; however, it may be significant to the financial position and/or the overall operations of the entity. Management believes that its interpretation of the relevant legislation is appropriate and the Bank’s positions related to tax and other legislation will be sustained. Management believes that tax and legal risks are remote at present. The management performs regular re-assessment of tax risk and its position may change in the future as a result of the change in conditions that cannot be anticipated with sufficient certainty at present. As of 31 December 2011 and 2010, management has assessed that recognition of a provision for uncertain tax position is not necessary. Operating lease commitments. The Bank has no long-term non-cancellable operating leases, but annual operating leases and long term land leases (Note 4), which can be cancelled under relatively short notice. Thus, management believes that the amount of the future minimum lease payments under non-cancellable operating leases is not material. Compliance with covenants. The Bank is subject to certain covenants related primarily to its other borrowed funds. Non-compliance with such covenants may result in negative consequences for the Bank including growth in the cost of borrowings and declaration of default. Management believes that the Bank was in compliance with covenants as at 31 December 2011, apart from borrowings from EBRD, stated in Note 19 The Bank breached a covenant (negative liquidity ratio) and sent a Certificate of Compliance, accompanied by request for waiver and amendment of the agreement on 17 October 2011 and notified all other lenders about it. The Bank has obtained a waiver letter in February 2012. Whilst the related borrowing is considered to be payable on demand as of 31 December 2011 in accordance with IFRS requirements, management believes that the breach of related covenant does not have any adverse consequences on the Bank’s operations and that the Bank’s liquidity position as of 31 December 2011 is not significantly affected. Borrowing agreements with IFC, FMO and ADB have crossdefault clause and are considered to be payable on demand as of 31 December 2011. 70 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 30 Contingencies and Commitments (Continued) Management believes that the Bank was in compliance with covenants as at 31 December 2010, apart from borrowings from ADB, IFC and FMO. The Bank breached a covenant (negative pledge) and sent a Certificate of Compliance, accompanied by request for waiver and amendment of the agreements on 10 October 2010 and notified all other lenders about it. The Bank has obtained a waiver letters from ADB on 15 February 2011, from IFC on 25 March 2011, from FMO 25 January 2011. Whilst the related borrowing is considered to be payable on demand as of 31 December 2010 in accordance with IFRS requirements, management believes that the breach of related covenant does not have any adverse consequences on the Bank’s operations and that the Bank’s liquidity position as of 31 December 2010 is not significantly affected. Borrowing agreement with EBRD have cross-default clause and is considered to be payable on demand as of 31 December 2010. Credit related commitments. The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees and standby letters of credit, which represent irrevocable assurances that the Bank will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the Bank on behalf of a customer authorising a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate or cash deposits and therefore carry less risk than a direct borrowing. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. With respect to credit risk on commitments to extend credit, the Bank is potentially exposed to loss in an amount equal to the total unused commitments. However, the likely amount of loss is less than the total unused commitments since most commitments to extend credit are contingent upon customers maintaining specific credit standards. Outstanding credit related commitments are as follows: 31 December 2011 31 December 2010 (adjusted) Guarantees issued Approved limits for guarantees Irrevocable undrawn credit lines Import letters of credit Export letters of credit 36,382,541 15,022,432 12,416,743 7,460,309 6,466,588 4,818,239 9,228,169 15,038,852 4,190,343 4,285,131 Total credit related commitments 77,748,613 37,560,734 In thousands of Mongolian Tugriks The Bank’s management believes that fair value of guarantees, letters of credit, and loan and credit line commitments is not material as of 31 December 2011 and 31 December 2010. 71 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 30 Contingencies and Commitments (Continued) The total outstanding contractual amount of undrawn credit lines, letters of credit, and guarantees does not necessarily represent future cash requirements, as these financial instruments may expire or terminate without being funded. 31 December 2011 31 December 2010 (adjusted) US Dollars Mongolian Tugriks Euro CNY Other 48,783,861 27,440,466 1,184,827 339,459 25,124,863 9,955,785 572,137 1,804,513 103,436 Total credit related commitments 77,748,613 37,560,734 In thousands of Mongolian Tugriks The Bank has not recognized provision on credit related commitments, as the management is not aware of any losses incurred due to the deterioration of the financial conditions of the customers. As of 31 December 2011 and 31 December 2010 losses on credit related commitments are not considered probable and cannot be reliably measured. Commitment for investing in the Mongolia Opportunities Fund I L.P. Mongolia Opportunities Fund I L.P. (the Fund) is an eight-year closed-end Mongolia-focused private equity fund. The Fund will make equity investments in small and medium enterprises (SMEs) along the mining supply chain, in infrastructure, and in agribusiness. The Fund could also opportunistically invest in telecommunications, financial services, and wholesale/retail trade. Khan Bank irrevocably agreed to subscribe to the Fund USD 1,000,000, which represents a commitment of the Bank at 31 December 2011 (31 December 2010: nil). Loans managed by the Bank for third parties 31 December 2011 31 December 2010 EBRD project (i) Mongolia Mortgage Corporation Loans (ii) Solar Energy Loan from Ministry of Energy (iii) Other 2,736,906 405,099 70,866 119,004 826,009 71,778 664,495 Total 3,331,875 1,562,282 In thousands of Mongolian Tugriks (i) EBRD project On 29 July 2010, the Bank entered into a risk sharing Medium Term Co-financing Facility with the EBRD and concluded a participation loan agreement. The facility is to co-finance Mongolian SME and corporate customers with the EBRD’s participation of up to 50% and USD 10 million in aggregate. The Bank receives funds related to the EBRD’s participation once a decision for loan is made and a sub-loan agreement with a borrower is concluded. All interest and fee income from a sub-loans should be shared in line with each banks’ participation percentage. The Bank earns an administration fee of 2.5% per annum on EBRD’s share of each loan for managing loan. The Bank’s share in disbursed loans to customers, on which the Bank bears credit risk, is recognized within loans and advances to customers. 72 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 30 Contingencies and Commitments (Continued) (ii) Mongolian Mortgage Corporation Loans On 15 September 2010, the Bank entered into an agreement with the Mongolian Mortgage Corporation (MIK) to transfer some of the Bank's mortgage loans to Mongolia Mortgage Corporation ('MIK') to improve liquidity. Under this agreement, 78 mortgage loans have been transferred to MIK. The Bank has transferred substantially all of the risks and rewards of ownership of the mortgage portfolio to MIK. The Bank has no responsibility to MIK in case of credit default, interest rate risk and prepayment risk. The Bank received an amount equivalent to the total outstanding balance plus interest receivables as of 31 December 2011. At the same time the Bank and MIK executed a service agreement, under which, the Bank will collect loan repayment and interest on behalf of MIK from the borrowers. The Bank earns a service fee of 1% per annum on the outstanding principal balance of the mortgage portfolio. The service fee earned for the year amounted to MNT 5.9 million. (iii) Solar Energy Loan On 21 October 2003, the Bank entered into a Solar Energy Loan Agreement with the Ministry of Energy (formerly known as Ministry of Infrastructure). Under this agreement, the Bank is responsible for the distribution of the loans to the borrowers selected by the Bank, for the monitoring of the borrowers' compliance with loan agreements and providing the Ministry of Energy with timely information on the status of these loans. The Bank, acting on behalf of the Ministry of Energy, has outstanding solar energy loans to herders and farmers amounting to MNT 71 million (2010: MNT 72 million). The Bank earns an application fee of MNT 4,000 per loan disbursed for the administrative service of this loan. No new loan was extended to borrowers during 2011. Assets pledged and restricted. Mandatory cash balances with the Bank of Mongolia in the amount of MNT 172,470,710 thousand (31 December 2010: MNT 58,481,200 thousand) represent mandatory reserve deposits, which are not available to finance the Bank’s day-to-day operations. 73 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 31 Fair Value of Financial Instruments Fair values of financial instruments carried at amortised cost. Fair values of financial instruments carried at amortised cost are as follows: 2010 2011 In thousands of Mongolian Tugriks FINANCIAL Assets Cash and cash equivalents - Cash on hand - Cash balances with the Bank of Mongolia (other than mandatory reserve deposits) - Correspondent accounts with other banks - Mongolia - Other countries - Bank of Mongolia treasury bills - Deposits with the Bank of Mongolia with original maturity less than three months - Placements with other banks with original maturities of less than three months - Reverse securities sale and repurchase agreements with other banks with original maturities of less than three months Mandatory reserves in BOM Due from other banks - Short-term placements with other banks with original maturities of more than three months - Long-term placements with other banks with original maturities of more than one year Loans and advances to customers - Business lending - Consumer lending - Agricultural lending Short term investments - Bank of Mongolia treasury bills - Government bonds Long term investments Other financial assets Total financial assets carried at amortised cost Carrying amount Fair value Carrying amount Fair value 103,952,130 103,952,130 65,162,602 65,162,602 33,655,221 33,655,221 89,554,206 89,554,206 9,481,247 181,839,968 183,702,710 9,481,247 181,839,968 183,702,710 1,343,072 77,837,357 318,131,498 1,343,072 77,837,357 318,131,498 - - 62,823,500 62,823,500 28,826,106 28,826,106 25,351,293 25,351,293 172,470,710 172,470,710 4,996,948 58,481,200 4,996,948 58,481,200 4,221,251 4,221,251 - - 7,003,726 6,944,390 6,315,506 6,387,442 682,607,447 635,099,213 59,559,033 680,475,111 633,741,093 59,341,869 342,673,872 387,248,713 46,787,268 339,886,580 388,462,898 47,014,715 13,939,684 9,307,714 42,863,315 306,548 13,939,684 9,307,714 42,922,443 306,548 22,329,569 295,099 22,338,679 295,099 2,168,836,023 2,165,128,195 1,509,331,703 1,508,067,089 74 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 31 Fair Value of Financial Instruments (Continued) 2010 2011 In thousands of Mongolian Tugriks Carrying amount Fair value Carrying amount Fair value FINANCIAL liabilities Due to other banks - Correspondent accounts and overnight placements of other banks - Short-term placements of other banks - Long-term placements of other banks Customer accounts - Current accounts of state and public organizations - Demand deposits of state and public organizations - Term deposits of state and public organizations - Current accounts of legal entities - Demand deposits of other legal entities - Term deposits of other legal entities - Current accounts of individuals - Demand deposits of individuals - Term deposits of individuals Other borrowed funds Other financial liabilities Subordinated debt 2,023,036 4,537,439 7,905,955 2,023,036 4,537,439 7,864,623 2,495,223 2,526,300 - 2,495,223 2,526,300 - 98,035,104 5,068,349 11,126,719 376,729,449 2,067,739 228,816,866 128,306,440 435,577,664 526,604,427 148,369,466 7,731,831 59,078,309 98,035,104 5,068,349 11,061,752 376,729,449 2,067,739 228,810,817 128,306,440 435,577,664 525,792,868 148,320,796 7,731,831 59,145,661 136,991,003 43,556 5,742 308,807,429 2,680,103 15,369,872 76,514,166 379,129,365 392,008,694 82,408,167 3,270,095 28,240,493 136,991,003 43,556 5,704 308,807,429 2,680,103 15,369,437 76,514,166 379,129,365 390,570,581 82,442,702 3,270,095 28,194,627 Total financial liabilities carried at amortised cost 2,041,978,793 2,041,073,568 1,430,490,208 1,429,040,291 The methods and assumptions applied in determining fair values. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by an active quoted market price. Where quoted market prices are not available, the Bank used valuation techniques. The fair value of floating rate instruments that are not quoted in an active market was estimated to be equal to their carrying amount. The fair value of unquoted fixed interest rate instruments was estimated based on estimated future cash flows expected to be received discounted at current interest rates for new instruments with similar credit risk and remaining maturity. Discount rates used depend on currency, maturity of the instrument and credit risk of the counterparty and were as follows: Due from other banks - Long-term placements with other banks with original maturities of more than one year Loans and advances to customers - Business lending - Consumer lending - Agricultural lending Long term investments Due to other banks - Long-term placements of other banks Customer accounts - Term deposits of state and public organizations - Term deposits of other legal entities - Term deposits of individuals Other borrowed funds Subordinated debt 2011 2010 0.75 % p.a. 0.8 % p.a. 13.2 % to 22.0 % p.a. 5.2 % to 25.0 % p.a. 24.6 % to 27.0 % p.a. 8.0 % p.a. 13.6 % to 23.9 % p.a. 5.5 % to 21.7 % p.a. 26.1 % to 27.9 % p.a. 7.5 % p.a. 11.4 % p.a. - 11.7 % p.a. 5.2 % to 13.8 % p.a. 2.0 % to 13.8 % p.a. 1.0 % to 6.4 % p.a. 8.1 % to 9.5 % p.a. 14.2 % p.a. 3.5 % to 14.2 % p.a. 1.9 % to 14.2 % p.a. 1.0 % to 7.2 % p.a. 9.2 % to 12.5 % p.a. 75 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 32 Presentation of Financial Instruments by Measurement Category For the purposes of measurement, IAS 39, Financial Instruments: Recognition and Measurement, classifies financial assets into the following categories: (a) loans and receivables; (b) available-for-sale financial assets; (c) financial assets held to maturity and (d) financial assets at fair value through profit or loss (“FVTPL”). Financial assets at fair value through profit or loss have two subcategories: (i) assets designated as such upon initial recognition, and (ii) those classified as held for trading. In addition, finance lease receivables form a separate category. The following table provides a reconciliation of financial assets with these measurement categories as of 31 December 2011: In thousands of Mongolian Tugriks Financial assets Cash and cash equivalents - Cash on hand - Cash balances with the Bank of Mongolia (other than mandatory reserve deposits) - Correspondent accounts with other banks - Mongolia - Other countries - Bank of Mongolia treasury bills - Placements with other banks with original maturities of less than three months Mandatory reserves with the Bank of Mongolia Due from other banks - Short-term placements with other banks with original maturities of more than three months and less than one year - Long-term placements with other banks with original maturities of more than one year Loans and advances to customers - Business lending - Consumer lending - Agricultural lending Short term investments - BOM treasury bills - Government bonds Long term investments Other financial assets - Receivables from individuals - Receivables on cash and settlements services - Receivables from companies - Other financial assets Total financial assets Loans and receivables 103,952,130 33,655,221 9,481,247 181,839,968 183,702,710 28,826,106 172,470,710 4,221,251 7,003,726 682,607,447 635,099,213 59,559,033 13,939,684 9,307,714 42,863,315 1,166 293,021 12,260 101 2,168,836,023 76 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 32 Presentation of Financial Instruments by Measurement Category (Continued) The following table provides a reconciliation of financial assets with the measurement categories at 31 December 2010: In thousands of Mongolian Tugriks Financial assets Cash and cash equivalents - Cash on hand - Cash balances with the Bank of Mongolia (other than mandatory reserve deposits) - Correspondent accounts with other banks - Mongolia - Other countries - Bank of Mongolia treasury bills - Deposits with the Bank of Mongolia with original maturity less than three months - Placements with other banks with original maturities of less than three months - Reverse securities sale and repurchase agreements with other banks with original maturities of less than three months Mandatory reserves with the Bank of Mongolia Due from other banks - Long-term placements with other banks with original maturities of more than one year Loans and advances to customers - Business lending - Consumer lending - Agricultural lending Long term investments Other financial assets - Receivables from individuals - Receivables on cash and settlements services - Receivables from companies - Other financial assets Total financial assets Loans and receivables 65,162,602 89,554,206 1,343,072 77,837,357 318,131,498 62,823,500 25,351,293 4,996,948 58,481,200 6,315,506 342,673,872 387,248,713 46,787,268 22,329,569 999 291,159 2,688 253 1,509,331,703 As of 31 December 2011 and 31 December 2010 all of the Bank’s financial liabilities were carried at amortised cost. 33 Related Party Transactions Parties are generally considered to be related if the parties are under common control or one party has the ability to control the other party or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. The Bank’s Parent, Sawada Holdings Co. Ltd., its subsidiaries, and shareholders exercising significant influence over the Bank are disclosed in Note 22. Balances and transactions with the Parent, its subsidiaries, shareholders exercising significant influence over the Bank’s operations, and the Bank’s associates, are disclosed below. 77 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 33 Related Party Transactions (Continued) At 31 December 2011, the outstanding balances with related parties were as follows: Parent company Other significant shareholders Subsidiaries of parent company Key management personnel Associates - 8,546,754 - - 159,933 - 512,888 13,101,438 744,734 92,533,427 3,661,036 - - 6,986,390 - - 778,266 - 2,839,413 27,787,647 - - - In thousands of Mongolian Tugriks Gross amount of loans and advances to customers (contractual interest rate: 2.4 - 14.4 %) Investment in associates Customer accounts (contractual interest rate: 0 - 13.4 %) Other borrowed funds (contractual interest rate: 3.9 %) Other liabilities Subordinated debt (contractual interest rate: 7.7 - 10.0 %) The Bank has not recognized any provision for impairment on loans issued to its related parties as of 31 December 2011 and 31 December 2010, as management believes that such provision is not necessary. The income and expense items with related parties for the year ended 31 December 2011 were as follows: Parent company Other significant shareholders Subsidiaries of parent company Key management personnel Associates (528,582) 783,867 (1,202,815) (60,315) 4,789 (115,622) - - 12,463 - - (1,217,777) (3,544,829) (1,394,417 ) (52,248) - - (247,768) - (3,327,186) - In thousands of Mongolian Tugriks Interest income Interest expense Foreign exchange translation gains less losses Fee and commission income Administrative and other operating expenses Aggregate amounts lent to and repaid by related parties for year ended 31 December 2011 were: Parent company Other significant shareholders Amounts lent to related parties during the period - 8,690,953 Amounts repaid by related parties during the period - (4,133,632) In thousands of Mongolian Tugriks Subsidiaries of parent company Key management personnel Associates - - - - (19,614) - 78 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 33 Related Party Transactions (Continued) At 31 December 2010, the outstanding balances with related parties were as follows: Parent company Other significant shareholders Subsidiaries of parent company Key management personnel Associates - 3,989,433 - - 179,547 - 512,888 7,429,524 1,155,094 1,375,104 626,765 49,947 - 10,457,837 459,790 - 427,612 - 2,554,937 - - - - In thousands of Mongolian Tugriks Gross amount of loans and advances to customers (contractual interest rate: 2.4 12 %) Investment in associates Customer accounts (contractual interest rate: 0 - 14 %) Other borrowed funds (contractual interest rate: 4 %) Other liabilities Subordinated debt (contractual interest rate: 10%) The income and expense items with related parties for the year ended 31 December 2010 were as follows: Parent company Other significant shareholders Subsidiaries of parent company Key management personnel Associates (334,349) 522,361 (591,886) (51,279) 6,534 (59,872) - 1,305,040 27,347 803,292 203,190 22,669 - - (574,703) - (1,410,755) - In thousands of Mongolian Tugriks Interest income Interest expense Foreign exchange translation gains less losses Fee and commission income Administrative and other operating expenses Aggregate amounts lent to and repaid by related parties for the year ended 31 December 2010 were: Parent company Other significant shareholders Subsidiaries of parent company Key management personnel Associates Amounts lent to related parties during the period - 3,161,899 - 218,500 - Amounts repaid by related parties during the period - (934,423) - (85,608) - In thousands of Mongolian Tugriks 79 Khan Bank LLC Notes to the Financial Statements – 31 December 2011 33 Related Party Transactions (Continued) The outstanding credit related commitments balances represented only by the balances of other significant shareholders were as follows: 31 December 2011 31 December 2010 Approved limits for guarantees Irrevocable undrawn credit lines Guarantees issued Import letters of credit 5,603,381 626,448 463,397 - 2,514,833 324,118 247,097 Total 6,693,226 3,086,048 In thousands of Mongolian Tugriks Key management compensation is presented below: For the year ended 31 December 2011 For the year rnded 31 December 2010 Short-term benefits: - Salaries - Fees paid to Board of Directors - Social security contributions - Fees paid to DAI - Share appreciation rights 2,542,161 538,869 338,913 247,768 72,752 1,169,302 190,207 149,546 574,703 47,674 Total 3,740,463 2,131,432 In thousands of Mongolian Tugriks Short-term bonuses fall due within twelve months after the end of the period in which management rendered the related services and are presented within the salaries line in the table above. 34 Events after the End of Reporting Period Management is not aware of any events that occurred after the end of reporting period until 30 March 2012, which would have impact on these financial statements. 80