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  • www.standardchartered.com.pk Annual Report 2012 01

    Company Information

    Board of Directors

    Mr. Christos Papadopoulos ChairmanMr. Mohsin Ali Nathani Chief Executive OfficerMr. Ray DugginsMr. Raheel AhmedMr. Najam I. ChaudhriMr. Shahid ZakiMr. Parvez Ghias

    Company Secretary

    Mr. Asif Iqbal Alam

    Audit Committee

    Mr. Najam I. Chaudhri ChairmanMr. Shahid Zaki MemberMr. Ray Duggins Member

    Human Resource & RemunerationCommittee

    Mr. Christos Papadopoulos ChairmanMr. Mohsin Ali Nathani MemberMr. Parvez Ghias Member

    Auditors

    M/s KPMG Taseer Hadi & CoChartered Accountants

    Legal Advisors

    Haidermota & CoBarristers at Law & Corporate Counselors

    Registered Office

    Standard Chartered Bank (Pakistan) LimitedP.O. Box No. 5556, I.I. Chundrigar RoadKarachi 74000 PakistanTel: (021) 32450000Fax: (021) 32414914

    Main Office

    Standard Chartered Bank (Pakistan) LimitedP.O. Box No. 5556, I.I. Chundrigar RoadKarachi 74000 PakistanTel: (021) 32450000Fax: (021) 32414914

    Website

    www.standardchartered.com.pk

    Registrar and Share Transfer Office

    M/s Central Depository Company of Pakistan Limited(Share Registrar Department)CDC House, 99-B, Block BSMCHS, Main Shahra-e-FaisalKarachi 74400Toll Free: 0800-CDCPL (23275)Fax: (021) 35655595Email: info@cdcpak.com

  • Table of Contents

    Notice of Annual General Meeting 03

    Directors Report 05

    Managements Statements on Internal Controls and Risk Management Framework 08

    Report of Shariah Advisor 12

    Auditors Review Report on Statement of Compliance with the Code of Corporate Governance 14

    Statement of Compliance with the Code of Corporate Governance 15

    Auditors Report to the Members 19

    Un-Consolidated Financial Statements 20

    Auditors Report to the Members on Consolidated Financial Statements 87

    Consolidated Financial Statements 88

    Pattern of Shareholding 162

    Form of Proxy

    Page

    www.standardchartered.com.pkAnnual Report 201202

  • Notice is hereby given that the Seventh Annual General Meeting of the shareholders of Standard Chartered Bank (Pakistan)Limited (Bank) will be held on Thursday, March 28, 2013 at 4:00 PM at Moosa G. Desai Auditorium, Institute of CharteredAccountants of Pakistan, ICAP House, Block 8, Clifton Karachi, to transact the following business:

    A. ORDINARY BUSINESS

    1. To receive, consider and adopt the Audited Accounts (consolidated and unconsolidated) of the Bank and its subsidiariesfor the year ended December 31, 2012 along with the Directors and Auditors Reports thereon.

    2. To consider the appointment of external auditors namely M/s KPMG Taseer Hadi & Co., Chartered Accountants, for theyear 2013 and to authorize the Chief Executive Officer and Chief Financial Officer to fix their remuneration. M/s KPMGTaseer Hadi & Co., Chartered Accountants, being eligible have offered themselves for re-appointment.

    3. To consider and approve final cash dividend @12.5% (i.e. Rs. 1.25 per share) as recommended by the Board of Directorsin addition to interim dividend of 7.5% already paid for the year 2012.

    B. SPECIAL BUSINESS

    4. To grant approval to the remuneration paid to the Independent Non Executive Directors of the Bank for the year endedDecember 31, 2012 in accordance with the Articles of Association of the Bank and in that connection to pass the followingresolution, as ordinary resolution, with or without modification, addition or deletion:

    RESOLVED THAT the decision of the Board of Directors of Standard Chartered Bank (Pakistan) Limited to pay a feeof Rs. 3,160,000 during the year ended December 31, 2012 to the independent non-executive members of the Board,in terms of their discretion under the Articles of Association of the Bank, be and is hereby confirmed and approved bythe shareholders.

    A statement of material facts under section 160 (1) (b) of the Companies Ordinance, 1984 relating to the aforesaid specialbusiness to be transacted in the said Annual General Meeting is appended below.

    C. OTHER BUSINESS

    5. To transact any other business as may be placed before the meeting with the permission of the Chair.

    By Order of the Board

    Asif Iqbal AlamCompany Secretary

    Karachi: March 4, 2013

    STANDARD CHARTERED BANK (PAKISTAN) LIMITEDNOTICE OF ANNUAL GENERAL MEETING

    www.standardchartered.com.pk Annual Report 2012 03

  • Notes:

    1. The Share Transfer Books of the Bank will remain closed from March 21, 2013 to March 28, 2013 (both days inclusive).

    2. A member entitled to attend and vote at the above meeting is entitled to appoint another member as his/ her proxy to attendand vote instead of him/ her. Proxies, in order to be valid, must be received by the Bank at its registered office marked forthe attention of the office of the Company Secretary, not less than forty-eight hours before the time for holding the meetingand must be duly stamped, signed and witnessed. A member shall not be entitled to appoint more than one proxy.

    3. Members are requested to notify change in their address, if any, to the Share Registrars, M/s.Central Depository Companyof Pakistan Limited (Share Registrar Department), CDC House, 99-B, Block B SMCHS, Main Shahra-et-Faisal, Karachi74400, Toll Free: 0800-CDCPL (23275), Fax: (021) 35655595, Email: info@cdcpak.com.

    4. In compliance with Securities and Exchange Commission of Pakistans directive SRO 831(1)/2012 dated July 5, 2012,members are requested to provide a copy of their valid Computerized National Identity Card (CNIC), if they have not alreadydone so, to our Share Registrar at their above referred office address.

    5. A. For attending the Meeting:

    i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in groupaccount and their registration details are uploaded as per the Regulations, shall authenticate his identity by showinghis original CNIC or original passport at the time of attending the Meeting.

    ii) In case of corporate entity, the Board of Directors resolution / power of attorney with specimen signature of thenominee shall be produced at the time of the Meeting.

    B. For Appointing Proxies:

    i) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group accountand their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.

    ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentionedon the form.

    iii) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

    iv) The proxy shall produce his original CNIC or original passport at the time of the Meeting.

    v) In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall besubmitted along with proxy form to the Bank.

    Statement under section 160(1) (b)

    The meeting fee payable to the independent non-executive members of the Board was approved by the Board of Directors in termsof Article 60 of the Articles of Association of the Bank. This meeting fee requires approval of the shareholders in Annual GeneralMeeting in terms of paragraph C-2 of Regulation G-1 of prudential regulations for Corporate / Commercial Banking issued by theState Bank of Pakistan. The independent non-executive members of the Board are interested in the payment of fees and remainingmembers of the Board have no interest in the matter.

    NOTICE OF ANNUAL GENERAL MEETING

    www.standardchartered.com.pkAnnual Report 201204

  • Directors Report

    www.standardchartered.com.pk Annual Report 2012 05

    On behalf of the Board of Directors, I am pleased to present the Directors' Report of Standard Chartered Bank (Pakistan) Limited (SCBPL) alongwith the audited financial statements and auditors' report thereon for the year ended 31 December 2012.

    Economy

    The macroeconomic conditions weakened during 2012 despite improvement in current account deficit and workers' remittances. CPI inflationsoftened to 6.9% by November 2012 - the lowest in the last 4 years which gave SBP space to cut policy rates by 250bps in H2-2012. Howeverthe same has increased again to 8.1% in January 2013.

    Real GDP is expected to rise to 4% y/y in FY13 from 3.7% in FY12 while the current account has reflected a surplus after the release of USD 1.8billion in US aid money. There are improvements in business confidence and the KSE 100 index has rallied 49% in 2012, making it one of the world'sbest-performing equity markets for the period. The security and political environment remains challenging.

    Banks are well capitalised and highly liquid; profits rose 25% y/y in H1-2012. The spread between lending and deposit rates narrowed substantiallyand the banks' profitability was supported mainly by a decline in non-performing lo