CHAIRMAN’S ADDRESS ANNUAL REPORT.pdf · She took the Corporate Governance & Risk Management from...

1 | P a g e J A N I U A Y R U R A L B A N K , I N C . 2 0 1 8 A N N U A L R E P O R T

CHAIRMAN’S ADDRESS Good morning ladies and gentlemen, stockholders of Janiuay Rural Bank, Inc.! It is my privilege and honor to welcome you all to our annual stockholders’ meeting and to relate to you that like every year in the rural banking business, the business is one full of challenges and opportunities. Of course, we all know that not only from the industry players themselves do these challenges come, our competitors especially now the large banks encroaching in our area, but also from our regulator – BSP who is author to many of those challenges. We will continue to face those challenges as what we have done since 1957. I will let my brother, Dennis, your President to present to you the financial position and results of operation for 2018 and our expectations for 2019. I will finish this short message with one simple statement to you all, owners of Janiuay Rural Bank, Inc. and this is– Your bank remains and will continue to remain strong and profitable with strong capitalization and growing assets and deposits. We will strengthen our mandate and our future expectations by bringing in new resources to the bank that will improve oversight and enhance marketing efforts. Thank you. LEOPOLDO H. LOCSIN Chairman

Note: Delivered by the Chairman of the Board during the Annual Stockholders’ Meeting held last May 11, 2019 at Janiuay Rural Bank, Inc. Head Office, Crispin Salazar Street, Janiuay, Iloilo


THE PRESIDENT’S REPORT 2018 RESULTS

Increase/Decrease

2018 2017 Php %

I. Income Interest Income 13,842,579 13,143,836 698,743 5.3 Interest Expense 3,477,403 3,786,028 - 308,625 -8.2 Net Interest Income 10,365,176 9,357,807 1,007,369 10.8 Other Income 7,927,258 9,168,880 - 1,241,622 -13.5 Non-Interest Expense 15,299,950 16,360,562 - 1,060,612 - 6.5

Net Income after Tax 1,708,383 687,991 1,020,392 148.1 II. Balance Sheet

Assets 227,915,484 218,940,136 8,975,348 4.1

Equity 47,005,918 45,297,534 1,708,384 3.8

Deposit Liabilities 178,648,122 172,158,715 6,489,407 3.8

Total Loan Portfolio (net) 122,746,681 114,039,163 8,707,518 7.6

HIGHLIGHTS OF FINANCIAL RESULTS 2018 VS 2017

1. Interest Income grew 5.3% despite 6 months without TSL new business as DepEd clamped down on APDS lending;

2. Even with the strong gains in deposit liabilities, a far cry from the prior years’ experience of decreasing levels due to the effects of Landbank, we reduced interest expense by 8.2%;

3. Other Income lost significant ground due to the substantial loss of service charge income with the previously stated January – June moratorium on APDS lending. Had it not been for a year wide upside in 4Ps distribution income, bank would have a larger negative result.

4. The lower non-interest expense of the bank resulted in gain of almost 3 times net income after tax from P688k to 1.7M in 2018.

5. Bank’s total assets grew by 4.1% to P227.9 million due to the increase in deposit liabilities of P6.5Million from P 172.1 million in 2017 to P 178.6 million in 2018.

6. The 6-month moratorium of APDS notwithstanding, the loan portfolio grew P 8.7Million due to increases in SME and Agricultural loans.


PERFORMANCE MEASURES AND RATIOS

2018 2017 Return on Average Equity 3.69% 1.49% Net Interest Margin 7.04% 6.28%

2018 2017

Risk-based Capital Adequacy Ratio 22.55% 23.89% Past Due Ratio 17.56% 13.33% Loans (net) to Deposit Ratio 74.69% 71.48% Book value per share P144.63 P139.38 Outstanding shares 325,000 325,000

CAMELS rating of the bank remained at 3 after the October 2018 General Examination of the bank.

HIGHLIGHTS OF PERFORMANCE MEASURES AND RATIOS

1. The bank’s risk-based Capital Adequacy Ratio decreased a little but remained strong at 22.55% (vs. 23.89% in 2017) confirming the bank’s strong capitalized position;

2. Past due loans ratio spiked in December (14.11% in November) due to 3 significant borrowers (secured) defaulting on their monthly amortizations (short month with many non-working days).

3. Loan volume improved as Loans to Deposit Ratio was 74.69% by year end. 4. Book value per share grew to P144.63 year end against P139.38 at year beginning.

DENNIS H. LOCSIN President

Note: Delivered by the President during the Annual Stockholders’ Meeting held last May 11, 2019 at Janiuay Rural Bank, Inc. Head Office, Crispin Salazar Street, Janiuay, Iloilo


2019 OUTLOOK INCOME

2019 2018 % Incr.

Gross Interest Income 18,193,000 13,842,579 19.0 Non-Interest Income 7,781,000 7,927,258 - 1.8 Gross Income 25,974,000 21,769,837 19.3 Other Expenses (incl. provision/impairments) 23,612,000 20,061,454 17.7 Net Income After tax 2,362,000 1,708,383 38.3

BALANCE SHEET 2019 2018 Assets 226,078,000 227,915,484 Liabilities 176,806,000 180,909,566 Equity 49,272,000 47,005,918

EXPECTATIONS

1. Recovery of portions of the loan portfolio in DepEd APDS (TSL for short) business from the stoppage in 2018 together with organic growth in the SME and Agricultural product segments will boost interest income growth.

2. Likewise, service charges earned from new and renewal businesses will offset the loss of our 4Ps distribution income.

3. The expected opening of two branch proposals if approved by BSP will result in offset changes between liquid resources and branching investments in the latter part of 2019.

4. These will also affect an increase in operating expenses due to additional manpower staffing and other expenses tied into the new branch establishments. The expected income and deposit growth of the additional branches will naturally go through a gestation period with positive results beginning to materialize in 2020.

5. Thus, NIAT (Net Income After Tax) volume growth is not significant (even if the percentage result appears impressive) in 2019.


BOARD OF DIRECTORS

❖ LEOPOLDO H. LOCSIN Chairman Filipino, 76 years old Leopoldo H. Locsin is the Chairman

of the Board of Directors of Janiuay Rural Bank, Inc. He took the chairmanship in 2018.

He is a director/stockholder of Locsin Ventures Development Inc. He was the President of JRBI from 1975 until 2002.

He is a graduate of the Bachelor of Science in Business Administration from the University of the East.

❖ DENNIS H. LOCSIN President/Director Filipino, 72 years old Dennis H. Locsin is the President and

a director of Janiuay Rural Bank, Inc. He took the reins for JRBI in 2003 and has long been responsible for the turn-around of the bank.

He is the Vice President and a stockholder of Locsin Ventures Development Inc. At Panay Eye Center, he is a director/stockholder while same is true with Country Bankers Insurance Corp. and Country Bankers Life Insurance Corp.

He had his Masters’ Degree in Business Management from the Asian Institute of Management and was a graduate of Bachelor of Science in Natural Science from Ateneo de Manila.


❖ MA. JIZA L. BARREDO Vice President- Operations/ Director Filipino, 55 years old Ma. Jiza L. Barredo is the Vice-

President and a director since 2011. Prior to the position, she joined JRBI in 2001 as the Internal Auditor/Compliance Officer then later as the Corporate Secretary.

She is also a director of Locsin Ventures Development, Inc.

She had various trainings and seminars from BSP, RBRDFI, RBAP, Confed of WVRB and NLRC.

She is a graduate of Bachelor of Science in Business Administration major in Accounting from the University of the Philippines in the Visayas.

❖ BENJAMIN JESUS C. JARANTILLA

Independent Director Filipino, 51 years old Benjamin Jesus C. Jarantilla is a director of Janiuay Rural Bank, Inc. since 2007.

He is a fishpond owner in Guimaras and is a stockholder of Locsin Ventures Development Inc. He had various trainings from the RBRDFI.

He graduated with a degree in Bachelor of Science in Commerce major in Business Administration from the University of San Agustin.


❖ FROLU H. LOCSIN Director Filipino, 78 years old Frolu H. Locsin is a director of

Janiuay Rural Bank, Inc. since 2002. She is also a stockholder of Locsin Ventures Development Inc.

She took the Corporate Governance & Risk Management from the De La Salle University Professional Schools, Graduate School of Business.

She had her Post Graduate Diploma in Music from the Mannes College of Music in New York City, USA while her Bachelor of Science Major in Music was from St. Paul’s College of Music.

❖ ISABELITA O. POJOL Independent Director Filipino, 77 years old Isabelita O. Pojol is a director of

Janiuay Rural Bank, Inc. since 2007. She was JRBI’s cashier from 2003 until 2006 while a savings/time bookkeeper from 1971 until 2003.

She had various trainings and seminars from RBAP, RBRDFI and BSP.

She graduated with the degree in Bachelor of Science in Commerce from the University of San Agustin.


❖ MARCIANO A. SOLINAP Director Filipino, 57 years old

Marciano A. Solinap is a director of Janiuay Rural Bank, Inc. since 2013 and became the Compliance Officer in 2015 until 2016.

He is the President of Locsin Ventures Development Inc. and the Finance Manager of Araneta Hermano Resource Corp.

He had his Masters’ degree in Business Administration major in Finance from the Western International University in Phoenix, Arizona and his Bachelor of Science degree in Business Management from the College of Sta. Fe in New Mexico.

❖ LORY PE R. LOCSIN Corporate Secretary Filipino, 60 years old

Lory Pe R. Locsin is the Corporate

Secretary of Janiuay Rural Bank, Inc. She assumed the office in 2011 while a Director from 2005 until 2011.

She is a Director of Locsin Ventures Development, Inc. With Health Link, she is also the Corporate Secretary. She had various training with RBAP.

She took her Doctor of Medicine course from West Visayas State University and her Bachelor of Science in Biological Sciences from the University of the Philippines in the Visayas.


Corporate Vision and Mission Statement

Vision

TO BE THE PREFERRED RURAL BANKING LOANS PROVIDER AND DEPOSIT HAVEN IN WESTERN VISAYAS, OFFERING THE MOST CONVENIENT

BANKING SERVICES TO SMALL AND MEDIUM SCALE BUSINESSES, AS WELL AS THE AGRICULTURAL SECTOR AND GOVERNMENT EMPLOYEES.

Mission

AS SERVICE-ORIENTED BANK, WE WILL PRIORITIZE THE NEEDS OF OUR CLIENTS AND DELIVER THE HIGHEST QUALITY AND EFFICIENCY OF

SERVICE TO GUARANTEE THE UTMOST CUSTOMER SAISFACTION, ENABLING THEM TO BE GOOD CITIZENS OF SOCIETY.

Core Values

L – EADERSHIP

0 – PTIMISM

C – OMPETENCE

S – USTAINABILITY

I – NTEGRITY

N – URTURING NEEDS


Corporate Name and Nature

The name of the corporation is the JANIUAY RURAL BANK, INC. (JRBI) as approved under Securities and Exchange Commission Certificate of Registration

No. 11807 dated October 26, 1956. It is located at Crispin Salazar St., Poblacion, Janiuay, Iloilo, Philippines.

The JANIUAY RURAL BANK, INC. is authorized to operate as a rural bank on

December 15, 1956 under the provision of R.A. 720 and 7353, as amended and the rules and regulations duly promulgated by the Monetary Board of the

Bangko Sentral ng Pilipinas under Certificate of Authority No. 572 dated October 3, 1972.

The original By-Laws and Articles of Incorporation were adopted by the

stockholders in a meeting and submitted to the CPD-DRB and endorsed to the Securities and Exchange Commission, Manila with six (6) incorporators : Maria L.

vda. De Araneta, Jose C. Locsin Jr., Juan C. Locsin, Lourdes C. Locsin, Ester L. Jarantilla and Manuel C. Locsin.

JRBI was the second rural bank established in Iloilo and one of the more

established rural banks in the country. It has turned 62 last December, 2018 and has been operating continuously and successfully, a testament to the prudent

manner that the bank’s owners have managed the affairs of the bank and services to its depositors and borrowers. To this day, the bank has never

compromised its adequacy of capital or the safety of its depositors, preferring to maintain a steady if not spectacular growth in its size.


Financial Highlights

2018 2017

Profitability

Total Net Interest Income 10,365,176 9,357,807

Total Non-Interest Income 7,927,258 8,897,419

Total Non-Interest Expenses 15,299,950 16,931,169

Pre-provision Profit 2,812,555 1,530,089

Allowance of Credit Losses 9,985,265 8,975,932

Net Income 1,708,383 687,991

Selected Balance Sheet Data

Liquid Assets 83,058,103 88,702,197

Gross Loans 132,775,985 123,059,133

Total Assets 227,915,484 218,940,136

Deposits 178,648,122 172,158,716

Total Equity 47,005,918 45,297,535

Selected Ratios

Return on Equity 3.69% 1.49%

Return on Assets 2.44% 0.31%

Capital Adequacy Ratio 22.54% 23.89%

Net Income Per Share 5.26 2.12

Others

Cash Dividend Declared N.A. N.A.

Head count 26 25

Officers 12 12

Staff 14 13


Corporate Governance System

1. ADMINISTRATION – The bank’s corporate administration is entrusted to professionals with experience and proven expertise in the field of rural banking and corporate governance as well as in human resource development and support services of the corporate staff and employees.

2. TRAINING AND DEVELOPMENT – The bank’s officers and employees have undergone training through the Bangko Sentral ng Pilipinas’ Institute of Rural Banking where the basic rural banking course (BRBC), directors and other executive officers’ training courses are extended to meet the mission and social responsibility of the corporation. Other seminars/workshops extended to bank officers and employees are provided by RBAP with the support of the Chamber of Iloilo Rural Banks, Inc.

CORPORATE BOARD OF DIRECTORS

The Board of Directors, is composed of seven (7) directors, two (2) of which are elected

as independent directors. The Board shall elect officers to be composed of the President, Vice-President, Manager, Secretary, Treasurer/Cashier, Internal Auditor and Compliance Officer whose duties and responsibilities as such are defined in the By-Laws.

The position of a director is a position of trust. A director assumes certain responsibilities to different constituencies or stockholders, its depositors and creditors, its management and employees and the general public at large. These stockholders have the right to expect that the Bank is being run in a prudent and sound manner.

The Board of Directors is primarily responsible for the corporate governance of the Bank. To ensure good governance, the Board establishes strategic objectives, policies and procedures that will guide and direct the activities of the Bank and the means to attain the same as well as the mechanisms for monitoring its management performance.


ATTENDANCE

MEMBER/S NO. OF MEETINGS ATTENDANCE % LEOPOLDO H. LOCSIN - Chairman 14 14 100.00 DENNIS H. LOCSIN 14 14 100.00 MA. JIZA L. BARREDO 14 14 100.00 LORY PE R. LOCSIN 14 14 100.00 BENJAMIN JESUS C. JARANTILLA 14 14 100.00 FROLU H. LOCSIN 14 14 100.00 ISABELITA O. POJOL 14 14 100.00 MARCIANO A. SOLINAP 14 14 100.00

Committees

1. THE AUDIT COMMITTEE The Audit Committee is composed of Non-Executive Directors of whom two (2) are independent directors including the Chairman, who have extensive experience in accounting, auditing and related financial management expertise or experience. The Audit Committee shall have the following duties and responsibilities:

1. To be responsible for the setting up of the bank’s internal audit division; 2. To be responsible for the appointment of the bank’s Internal Auditor; 3. To be responsible for the appointment of the bank’s External Auditor; 4. To have an explicit authority to investigate any matters within terms or reference,

full access to and cooperation by management and full discretion to invite any director or executive officer to attend its committee meetings and adequate resources to enable it to effectively discharge its functions; and

5. To conduct an annual review of the bank’s internal control system, including financial, operational and compliance control, risk management and other areas of concern that could affect bank management.

ATTENDANCE

MEMBER/S NO. OF MEETINGS ATTENDANCE % ISABELITA O. POJOL - Chairman 4 4 100.00 BENJAMIN JESUS C. JARANTILLA 4 4 100.00 MARCIANO A. SOLINAP 4 2 50.00


2. RISK MANAGEMENT COMMITTEE The Risk Management Committee is composed of Non-Executive Directors of whom two (2) are independent directors including the Chairman who is not the Chairman of Audit Committee and who possesses a range of expertise as well as adequate knowledge of the Bank’s risk exposure to be able to develop appropriate strategies for preventing losses and minimizing the impact of losses when they occur.

The Risk Management Committee shall have the following duties and responsibilities:

1. To oversee the limits of discretionary authority that the Board delegates to management, ensure that the system remains effective and that the limits are observed and immediate corrective actions are taken whenever limits are breached;

2. To identify and evaluate exposures by assessing the probability of each risk becoming reality and by estimating its possible effect and cost;

3. To develop risk management strategies by defining the strategies for managing and controlling the major risk to reduce the chance of harm and failure or minimize losses if the risk become real;

4. To implement the risk management plan by conducting regular discussions on the bank’s current risk exposure based on regular management reports and direct concerned units or offices on how to reduce these risks; and

5. To review and revise the plan as the need arise to ensure its continued relevancy, comprehensiveness and effectiveness.

ATTENDANCE

MEMBER/S NO. OF MEETINGS ATTENDANCE %

BENJAMIN JESUS C. JARANTILLA - Chairman 1 1 100.00 ISABELITA O. POJOL 1 1 100.00 MARCIANO A. SOLINAP 1 1 100.00


RISK MANAGEMENT As a financial institution, the Bank’s activities expose it to credit, market, liquidity and operational risks. Credit risk emanates from exposures to borrowing customers, counter party risk in trading activities, and contingent credit risks arising from trade finance exposures. Market risk covers price, liquidity and interest rate risks in the Bank’s investment portfolio. Liquidity risk may arise from shortage in funding and/or lack of market for sale of its assets. Operational risk covers potential losses other than market and credit risk arising from failures of people, process, systems and information technology and external events, including legal risk but excludes reputational risk. Although risks are inherent in the Bank’s activities, these are carefully managed through a process of identification, measurement and monitoring subject to prudent limits and stringent controls as established in its risk management framework and governance structure. The ability to manage risks effectively is vital for the Bank to sustain its growth and continue to create value for its shareholders. The Board of Directors is mainly responsible for the overall risk management approach and for the approval of risk strategies, principles, frameworks, policies and limits. It establishes a forum of discussion of the Bank’s approach to risk issues in order to make relevant decisions.

Credit Risk Credit risk is the risk that the counterparty may fail to discharge an obligation to the Bank. The Bank is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits and investments. The Bank manages credit risk through its credit policies, which are regularly reviewed and updated to reflect changing risk conditions. The credit policies include the Bank’s credit structure, target markets, credit evaluation, administration and monitoring and collection guidelines. A codified signing authority is in place for every level of loan processing and approval. Moreover, the Bank continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporate this information into its credit risk controls. Writing-off of bad accounts are approved by the BOD and reported to the BSP in compliance with the rules and regulations for banks. The Bank’s policy is to deal only with creditworthy counterparties. In addition, for certain type of loans, collaterals are required to mitigate credit risks. The Bank’s exposure to credit risk which arises from possible default of other counterparties with a maximum exposure equal to the carrying amounts of these instruments is addressed by investing its excess funds with various credit-worthy banks. Financial investments are


recorded at fair value, the amount representing the current credit risk exposure that could arise in the future as a result of changes in values. The Bank’s financial assets are in part secured by collateral guarantees and other credit enhancements.

Liquidity Risk Liquidity risk is generally defined as the current and prospective risk to earnings or capital arising from the Bank’s inability to meet its obligations when they fall due without incurring unacceptable losses or costs or there could be insufficient funds available to adequately meet the credit demands of the Bank’s customers and repay deposits on maturity. The Bank’s Management Committee is responsible for the overall management and oversight of the Bank’s liquidity profile, while the day to day management of liquidity is assumed by the senior management. The Bank manages liquidity risk by holding sufficient liquidity assets of appropriate quality to ensure short-term funding requirements are met and by maintaining a balanced loan portfolio. A cashflow mismatch analysis is used to measure the Bank’s liquidity. A maturity ladder is constructed to determine the cumulative net excess or deficit of funds at appropriate time bands. Net cumulative outflow limits have been put in place to ensure that the Bank’s funding requirements are not strained. Any negative liquidity gap is due to the timing difference in the contractual maturities of assets and liabilities. The management measures the maximum funding requirement the Bank may need to support its maturing obligations which are mostly in the form of Current Account Savings Account (CASA) deposits. To ensure that the Bank maintains a prudent and manageable level of cumulative gap, the Bank maintains a pool of highly liquid assets in the form of deposits with banks. In addition, majority of the stockholders have committed their financial support in the event of immediate funding requirement of its operations. The Bank has also standby credit line with other banks.

Market Risk The Bank’s market risk exposure arises from adverse movements in interest rates and prices of assets that are either carried in the banking book or held as positions in the trading book (financial instruments), mismatches in the contractual maturity of its assets and liabilities, embedded optionality in the loans and deposits due to pre-terminations, and potential run offs arising from changes in overall liquidity and funding conditions in the market. Market risk related to the Bank’s financial instruments includes foreign currency (Bank has no exposure), interest rates and price risks (Bank has no exposure).


Operations Risk Operations risks are risks arising from the potential inadequate information systems, operations or transactional problems (relating to service or product delivery), breaches in internal controls and fraud or unforeseen catastrophes that may result in unexpected loss. Operations risks include the risk of loss arising from various types of human or technical error, settlement or payment failures, business interruption, administrative and legal risks, and the risk arising from systems not performing adequately.

Legal and Regulatory Risks Legal risk pertains to the Bank’s exposure to losses arising from cases decided not in favor of the Bank where significant legal costs have already been incurred, or in some instances, where the Bank may be required to pay damages. The Bank is often involved in litigation in enforcing its collection rights under loan agreements in case of borrower default. The Bank may incur significant legal expenses as a result of these events, but the Bank may still end up with non-collection or non-enforcement of claims. The Bank has established measures to avoid or mitigate the effects of these adverse decisions and engages several qualified legal advisors, who were endorsed to and carefully approved by senior management. At year-end, the Bank also ensures that material adjustments or disclosures are made in the financial statements for any significant commitments or contingencies which may have arisen from legal proceedings involving the Bank. Regulatory risk refers to the potential risk for the Bank to suffer financial loss due to changes in the laws or monetary, tax or other governmental regulations of a country. The monitoring of the Bank’s compliance with these regulations, as well as the study of the potential impact of new laws and regulations, is the primary responsibility of the Bank’s Compliance Officer. The Compliance Officer is responsible for communicating and disseminating new rules and regulations to all units, analyzing and addressing compliance issues, performing periodic compliance testing on branch and Head Office unit, and reporting compliance findings to the BOD.


Anti-Money Laundering Policy Janiuay Rural Bank, Inc. (JRBI) adopts the policies of the Bangko Sentral ng Pilipinas (BSP) (a) to protect the integrity and confidentiality of bank accounts and ensure that its stockholders, in general, and the covered persons, in particular, shall not be used, respectively, as a money laundering site and conduit for the proceeds of unlawful activity; and (b) to protect life, liberty and property from acts of terrorism and to condemn terrorism and those who support and finance it and reinforce the fight against terrorism by criminalizing the financing of terrorism and related offenses. The scope of regulations shall apply to all covered persons supervised and regulated by the BSP and the term “covered persons” shall refer to JRBI which under special laws are subject to BSP supervision and/or regulation, including its branches, which are also covered persons, wherever they may be located, pursuant to Section 20 of the General Banking Law of 2000, where JRBI shall be responsible for all business conducted in such branch/es.

Performance Assessment Program Every year, the members of the Board of Directors are given annual appraisal on their performance during the year. Each member is evaluated according to six (6) identified factors which encompass the implementation of their respective duties and responsibilities on top of the various trainings and seminars for continuing education and in accordance with the provisions of the MORB as prescribed by BSP. Knowledge of work or technical competence, job commitment and reliability, leadership, integrity, decisiveness and judgement and attendance are specific factors identified for the members of the Board. These will evaluate the members’ performance and contribution for the Board as a whole.

Fringe Benefit Program

Under the Financial Assistance for officers and employees under Sec. X338 of the MORB, the Bank has approved a revised Fringe Benefit Program for its officers and employees last October 2018. In its desire to improve the living conditions of its officers and employees to cushion the high cost of living and to meet their housing, transportation, household and personal needs, the Board of Directors adopted a financial assistance plan known as “JRBI’s Fringe Benefit Program”. The program was first adopted in the year 2008 and revised/amended on June 11, 2012 and was again revised last September 28, 2012.


For the third time, “JRBI’s Fringe Benefit Program (FBP) is undergoing another amendment/revision to enhance various provisions in the plan that need to be upgraded to suit the needs of the time and to give more benefits to its officers and employees.

Related Party Transaction Policies and Procedures These policy guidelines on Related Party Transactions (RPTs) were prepared in compliance with BSP Circular No. 895 dated December 14, 2015 directing all banks that overarching policy in handling RPTs shall be prepared and approved by JRBI’s Board of Directors. Janiuay Rural Bank, Inc. crafted its initial RPTs on January 19, 2016. These policy guidelines shall be the second (2nd) revision/amendment on the said RPTs. The Bangko Sentral ng Pilipinas (BSP) recognizes that transactions between and among related parties create financial, commercial and economic benefits to both JRBI as well as the entire group, thus, RELATED PARTY TRANSACTIONS (RPTs) shall be allowed, provided, that these are done on an arm’s length basis.

Self-Assessment Function The Compliance Officer, who is a Senior Bank Officer, shall have the following duties and responsibilities:

1. Build-up a library of relevant laws, rules and regulations issued by the BSP, SEC, PDIC, BIR, SSS, DOLE and other national and/or local government laws and codes for the effective implementation of said laws/codes;

2. Keep the library current and up-to-date by seeing to it that copies of the new laws and regulatory body issuances, interpretations, amendments, repeal and/or revocations are on file and properly disseminated to all officers and employees of the bank;

3. Evaluate each new law, rule and regulation with the following objectives: a. Identification of the department/office and the officer affected; b. Providing implementing guidelines; c. Identification of the risk of non-compliance thereto.

4. Conduct regular meetings and/or seminar/workshop among officers and staff on the interpretation, implementation guidelines and risk implementations of each law, rule and regulation in the operation of the bank;

5. Adopt an open communication process for the free flow of information and compliance issues;

6. Consult with appropriate regulatory agencies for additional clarification on specific provision of laws, rules and regulations and on problems encountered therefrom and discuss compliance findings with such agencies;


7. Provide continuing orientation and training of existing staff as well as new employees to ensure that all personnel are adequately trained and supervised and made aware of the existence of particular laws, rules and regulations and ethical standards of the bank.

The duties and responsibilities of the Internal Auditor shall be as follows:

1. Responsible for the internal audit activities of the bank; 2. Render annual audit report to the audit committee and management in areas of

financial audit, compliance audit, operations audit, management audit and information system audit;

3. Develop an effective internal control system and make an annual review of the system to determine its efficiency and effectiveness;

4. Suggest/recommend to the audit committee deficiencies/exceptions on the results of examination undertaken; and

5. Perform other duties as may be prescribed by the Audit Committee.

Declaration of Dividends The bank has an authorized subscribed capital in the amount of Forty Million Pesos (P 40,000,000.00), Philippine currency but the subscribed capital amounted only to Thirty Two Million Five Hundred Thousand Pesos (P 32,500,000.00). Thus, an amount of Seven Million Five Hundred Thousand Pesos (P 7,500,000.00) is still available to be subscribed by the stockholders. Under its Amended By-Laws, dividends may be declared in the form of cash, stock or property dividends to all stockholders of record on the basis of their outstanding stock subject to the approval by the Board of Directors in case of cash dividends and ratified by 2/3 of the outstanding capital stock of the stockholders present in case of stock or property dividends. Such dividend shall be declared from the unrestricted surplus of the corporation and payment of such dividend declaration shall be in accordance with the Section X136.2 of the Manual of Regulations with respect to prior approval by BSP.

Prior to the declaration of dividends in any form or kind, the corporation, at the end of each fiscal year, shall apply the amount of its net earnings to the following:

1. A reserve for the eventual retirement of the corporation’s preferred shares held by the government, if any;

2. A reserve for the retirement of employees as mandated under R.A. 7641, as amended; 3. A reserve for probable losses on loans and discounts and other risk assets of the

corporation;


4. Any other reserve that would result in the impairment of capital in the future such as future losses or tax deficiencies.

Last February, 2019 Board Meeting, the capital account was reported to again continue to increase. Because of the income, the President recommended for the declaration of a P2.50M stock dividend so the bank can come up with a P 35.0M paid in capital stock out of the P 40.0M authorized capital stock. The Board did not pose any opposing view on the President’s motion which was duly seconded by the Vice President. Thus, with the Board approved the proposed declaration of stock dividends equivalent to P 2.5M subject to the ratification in the 2019 Annual Stockholders’ Meeting to be credited to stockholders on record as of December 31, 2018. (Note: Due to the staggered booking of loan loss provisions as incurred in the new BSP regulations implemented in 2016, JRBI is prohibited from declaring cash dividends). Note: Ratification during the Annual Stockholders’ Meeting will be sent to Bangko Sentral ng Pilipinas (BSP) for approval.

Consumer Assistance Management System (CAMS) JRBI in compliance with BSP Circular 857 dated November 21, 2014 and the Manual of Regulations for Banks under Section X1002 and X1003, acknowledges the role of financial consumers in bringing about a strong and stable financial system by protecting the right of the financial consumer in all stages of its transactions with JRBI and to be given an avenue to air out its grievances in the products and services of JRBI. Consumer protection is regarded as a core function complementary to JRBI’s compliance to BSP’s prudential regulation and supervision, financial stability, financial inclusion and financial education agenda. The CAMS requirements and minimum guidelines on receiving, recording, evaluating, resolving, monitoring, reporting and giving feedbacks to consumers shall apply to JRBI’s offices, including its branches and extension offices, if any. The provisions of these guidelines shall apply to inquiries and requests received by JRBI from clients and potential clients. JRBI’s Board shall be responsible for the delivery of effective recourse to its consumers and the BOD shall:

1. Approve the Consumer Assistance policies and procedures; 2. Approve the Risk Assessment Strategies relating to the effective recourse by the consumer; 3. Ensure compliance with Consumers Assistance policies and procedures; 4. Provide adequate resources devoted to Consumer Assistance; and 5. Review the Consumer Assistance policies and procedures on an annual basis.

JRBI’s Senior Management shall be responsible for the implementation of the Consumer

Assistance policies and procedures.


Corporate Social Responsibility Initiatives

Christmas is the season of giving. It is at this time of the year when it is the best time to share what others have none. As the song goes, “It’s the time of year when goods friends are dear and you wish you could give more than just presents from the store. Why don’t you give love on Christmas day?”


Children are most happy during this season and our bank always have the time and the heart to share with elementary schools located in various areas of Janiuay, Iloilo. We believe that sharing a little of what we have, could provide for that cute little smile from an elementary pupil.


List of Officers

HEAD OFFICE – JANIUAY, ILOILO 1. DENNIS H. LOCSIN

President

2. MA. JIZA L. BARREDO Vice – President/Operations

3. FEDERICO P. BAJAR, JR. Acting Compliance Officer

4. EVE M. LEGRIA Acting Internal Auditor

5. NORIEL V. ROTE Credit Risk Officer

6. ROSCEL E. MATUTINA Loans Manager

7. GLENN P. MIRAVITE Credit Administrative Officer

8. BERNARDITA D. CABAIS Treasurer/Cashier/Security Officer

9. ANALIZA C. VILLANUEVA Accountant

10. RACHEL L. ROTE APDS Supervisor

BRANCH LITE – ILOILO CITY 11. DINA M. URIARTE

Branch Head/Cashier

ANINI-Y BRANCH - ANTIQUE 12. CIRILO GELVEZON, JR.

Branch Head

13. MA. TERESA T. MARCELO Branch Cashier


JRBI Board of Directors

Risk Management

Committee

Compliance Officer

BL (Branch Head/Cashier)

Loans Manager

Credit Committee

APDS

Superviso

Cashier / Security Officer

Credit Admin Officer

Vice President for Operations

Branch Manager

CORP SEC

Accountant

IT Officer

Marketing Officer

Audit Committee

Branch Cashier

Loan Assistan

t

Loans Assistan

t

Teller I

Teller Teller

II

HO Bookkeeper

IT Assistant

Branch Bookkeeper

Loans Inspector/ Appraiser

New Accounts

Clerk

Branch Bookkeeper

Driver/ Maintenance

BL Loan

Assistant

Chairman

President

Credit Risk Officer

Internal Auditor

ORGANIZATIONAL CHART


STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR ANNUAL INCOME TAX RETURNS

The management of Janiuay Rural Bank, Inc. is responsible for all information and representations contained in the Annual Income Tax Return for the year ended December 31, 2018. Management is likewise responsible for all information and representations contained in the financial statements accompanying the Annual Income Tax Return covering the same reporting period. Furthermore, the management is responsible for all information and representations contained in all the other income tax returns filed for the reporting period, including, but not limited, to the value added tax and/or percentage tax returns, withholding tax returns, documentary stamp tax returns, and any and all other tax returns. In this regard, the management affirms that the attached audited financial statements for the year ended December 31, 2018 and the accompanying Annual Income Tax Return are in accordance with the books and records of Janiuay Rural Bank, Inc., complete and correct in all material aspects. Management likewise affirms that: a) The Annual Income Tax Return has been prepared in accordance with the provisions of the

National Internal Revenue Code, as amended, and pertinent tax regulations and other issuances of the Department of Finance and the Bureau of Internal Revenue;

b) Any disparity of figures in the submitted reports arising from the preparation of financial statements pursuant to financial accounting standards and the preparation of the income tax return pursuant to tax accounting rules has been reported as reconciling items and maintained in the Bank’s books and records in accordance with the requirements of Revenue Regulations No. 8-2007 and other relevant issuances; and;

c) Janiuay Rural Bank, Inc. has filed all applicable tax returns, reports and statements required to be filed under Philippine tax laws for the reporting period, and all taxes and other impositions shown thereon to be due and payable have been paid for the reporting period, except those contested in good faith.

Signed Signed

DENNIS H. LOCSIN BERNARDITA A. CABAIS President Treasurer Signed LEOPOLDO H. LOCSIN Chairman of the Board


REPORT OF INDEPENDENT AUDITORS

The Board of Directors Crispin Salazar St., Janiuay Rural Bank, Inc. Janiuay, Iloilo

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the financial statements of Janiuay Rural Bank, Inc. (the Bank), which comprise the statement of financial position as at December 31, 2018, statement of comprehensive income, statement of changes in equity and statement of cashflows for the year then ended, and notes to the financial statements, including a summary of significant accounting principles.

In our opinion, except for the effects of the matters discussed in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material aspects, the financial position of the Bank as at December 31, 2018, and of its financial performance and its cash flows for the years then ended in accordance with Philippine Financial Reporting Standards (PFRS).

Basis for Qualified Opinion

As discussed in Notes 7 and 12 to the financial statements, the Bank reviews loan portfolio to assess the collectability of loans and receivables based on Philippine Financial Reporting Standard (PFRS) 9, Financial Instruments. While the Bank provided allowance for impairment losses on loans and receivables which amounted to P9,985,265 as at December 31, 2018, we believe that the amount recognized is not sufficient to cover the impairment losses on non-performing loans and receivables. However, the Monetary Board of the Bangko Sentral ng Pilipinas granted relief by way of staggered booking of the required allowance for credit and impairment losses on certain non-performing loans and receivables totaling to P 2,495,294 through quarterly booking of P 207,941 over twelve quarters from December 2016 until November 2019. Had the additional impairment losses been recorded, net profit should have been decreased by P 693,137 in 2018 and total equity should have been decreased by P 693,137 as at December 31, 2018.

We conducted our audit in accordance with Philippine Standards on Auditing (PSA). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics for Professional Accountants in the Philippines ( Code of Ethics) together with the ethical requirements that are relevant to our audit of the financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Matter

The financial statements of the Bank for the year ended December 31, 2017 were audited by other auditor, whose report date April 13, 2018, expressed an unqualified opinion on those statements.


Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with PFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis for accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Bank’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about, whether the financial statements as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but, is not a guarantee that an audit conducted in accordance with PSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken, on the basis, of these financial statements.

As part of an audit in accordance with PSA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue


as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information for the year ended December 31, 2018 required by the Bureau of Internal Revenue as disclosed in Note 27 to the financial statements is presented for purposes of additional analysis and is not a required part of basic financial statements prepared in accordance with PFRS. Such supplementary information is the responsibility of the management. The supplementary information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

AMC & ASSOCIATES

Signed By: Joseph Cedric V. Calica Partner

CPA Cert. No. 94541 TIN 163-257-226 PTR No. 7336495, Jan. 7, 2019, Makati City BIR Accreditation No. 08-002582-1-2017

(Dec. 22, 2017 to Dec. 21, 2020) BSP Accreditation (Category B)

(valid until Dec. 31, 2020) IC Accreditation No. SP-2018/004-R

(Mar. 3, 2018 to Mar. 2, 2021) SEC Accreditation No. 1584-A (Group B)

(Sep. 14, 2016 to Sep. 13, 2019) April 13, 2019


Audited Financial Statements

Statement of Financial Position

December 31, 2018

(With Comparative Figures for 2017)

(Amounts in Philippine Peso)

2018 2017 ASSETS

Cash and other cash items P 13,272,167 P 13,340,748 Due from Bangko Sentral ng Pilipinas 5,798,109 5,833,208 Due from other banks 61,339,680 67,140,131 Loans and other receivables 132,982,067 118,877,092 Financial assets at amortized cost 2,648,147 2,388,110 Bank premises, furniture, fixtures and equipment 2,296,669 2,662,483 Investment property 4,004,179 4,142,374 Deferred tax assets 3,111,216 2,705,991 Other assets 2,463,250 1,849,999 TOTAL ASSETS P 227,915,484

============ P 218,940,136

============

LIABILITIES AND EQUITY LIABILITIES Deposit liabilities P 178,648,122 P 172,158,716 Accrued interest and expenses 817,991 567,448 Income tax payable 82,344 - Other liabilities 1,361,109 916,437 Total Liabilities P 180,909,566 P 173,642,601 EQUITY Capital stock 32,500,000 32,500,000 Additional paid-in capital 13,660 13,660 Surplus free 14,492,258 12,783,875 Total Equity 47,005,918 45,297,535 TOTAL LIABILITIES AND EQUITY P 227,915,484

============ P 218,940,136

============


Statement of Comprehensive Income

For The Year Ended December 31, 2018


(Amounts in Philippine Peso) 2018 2017 INTEREST INCOME Loans and other receivables P 13,007,952 P 12,644,974 Bank deposits 690,932 406,794 Financial assets at amortized cost 143,695 92,068 13,842,579 13,143,836 INTEREST EXPENSE Deposit liabilities 3,477,403 3,769,709 Bills payable - 16,320 3,477,403 3,768,029 NET INTEREST INCOME P 10,365,176 P 9,357,807 PROVISION FOR IMPAIRMENT AND CREDIT LOSSES 1,104,172 842,098 NET INTEREST INCOME AFTER PROVISION FOR IMPAIRMENT LOSSES AND CREDIT LOSSES

9,261,004

8,515,709

OTHER INCOME

Service charges and fees 4,979,095 6,480,462 Miscellaneous income 2,948,163 2,688,418 7,927,258 9,168,880 OTHER EXPENSES Compensation and fringe benefits 6,448,282 7,024,174 Depreciation and amortization 698,797 799,894 Taxes and licenses 832,600 847,670 Other administrative expenses 7,320,271 7,688,794 15,299,950 16,360,532 INCOME BEFORE TAX 1,888,312 1,324,057 TAX EXPENSE 179,929 636,066

NET INCOME P 1,708,383 ==========

P 687,991 =========


Statement of Changes In Equity



(Amounts in Philippine Peso)

Capital Stock Additional Paid-In Capital

Surplus Free Total

Balance at January 1, 2018

P 32,500,000

P 13,660

P 12,783,875

P 45,297,535

Total comprehensive income during the year

-

-

1,708,383

1,708,383

Balance at December 31, 2018

P 32,500,000

===========

P 13,660

========

P 14,492,258

===========

P 47,005,918

=========== Balance at January 1, 2017

P 32,500,000

P 13,660

P 12,095,884

P 44,609,544

Total comprehensive income during the year

-

-

687,991

1,708,383

Balance at December 31, 2017

P 32,500,000

===========

P 13,660

========

P 12,783,875

===========

P 45,297,535

===========


Statement of Cash Flows



(Amounts in Philippine Peso) 2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax P 1,888,312 P 1,324,057 Adjustments for: Interest expense 3,477,403 3,786,029 Provision for impairment losses 1,104,172 842,098 Depreciation and amortization 698,797 799,894 Interest Income (13,842,579) (13,143,836) Operating loss before working capital changes (6,673,895) (6,391,758) Decrease/(increase) in loans and other receivables (15,209,147) 11,229,892 Decrease/(increase) in other assets (688,673) 108,321 Increase/(decrease) in deposit liabilities 6,489,406 (5,997,059) Increase/(decrease) in accrued interest and expenses 250,543 (283,325) Increase/(decrease) in other liabilities 473,407 (665,659) Cash used in operations (15,358,359) (1,999,588) Interest received on loans and receivables 13,007,952 12,644,974 Interest paid on deposit liabilities (3,506,138) (3,569,060) Cash paid for income taxes (502,810) (908,070) Net Cash From (Used In) Operating Activities (6,359,355) (6,168,256)

CASH FLOWS FROM OPERATING ACTIVITIES

Increase in due from other banks - (500,000) Interest received on bank deposits 690,932 406,794 Interest received on financial assets at amortized cost 143,695 92,068 Acquisition of bank premises, furniture, fixtures and equipment (119,366) (186,447) Increase in financial assets at amortized cost (260,037) (1,949,408) Net Cash From (Used In) Investing Activities 455,224 (2,136,993)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,904,131) 4,031,263

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

Cash and other cash items 13,304,748 14,141,842 Due from Bangko Sentral ng Pilipinas 5,833,208 5,878,308 Due from other banks 66,640,131 61,762,674 85,814,087 81,782,824

CASH AND CASH EQUIVALENTS AT END OF YEAR

Cash and other cash items 13,272,167 13,340,748 Due from Bangko Sentral ng Pilipinas 5,798,109 5,833,208 Due from other banks 60,839,680 66,640,131 P 79,909,956

============ P 85,814,087

============ Supplemental Information other banks

With maturity of less than three months P 60,839,680 66,640,131

With maturity of more than three months 500,000 500,000

P 61,339,680 =============

P 62,140,131 ============


Capital Structure and Capital Adequacy

The Bank’s regulatory capital is analyzed into two tiers which are Tier 1 Capital plus Tier 2 Capital less deductions from the total Tier 1 and Tier 2 capital. Any asset deducted from the qualifying capital in computing the numerator of the risk-based capital ratio shall not be included I the risk-weighted assets in computing the denominator of the ratio. Under BSP Circular No. 280 effective July 1, 2001, the capital-to-risk assets ratio (CAR) considers relative credit risk. The Bank’s policy is to maintain a strong capital base as to maintain investor, creditor and market confidence and to sustain future development of the business. The impact of the level of capital on shareholder’s return is recognized by the Bank as well as the need to maintain a balance between the higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

2018 2017 Tier 1 Capital Common stock P 32,500,000 P 32,500,000 Additional paid-in capital 13,660 13,660 Unbooked allowance for credit losses (693,137) - Retained earnings 12,783,875 12,095,884 Undivided profits 1,708,383 687,991 Deferred tax asset (3,111,216) (2,705,991) 43,201,565 42,591,544 Tier 2 Capital General loan loss provision 1,247,308 1,069,975 Total qualifying capital P 44,448,873 P 43,661,519 Risk-weighted assets P 197,081,902 P 182,767,489 Capital ratios Total regulatory capital expressed as Percentage of total risk weighted assets 22.55% 23.89%


PRODUCTS AND SERVICES

1. DEPOSITS

a. Savings Deposit b. Time Deposit

2. LOANS

a. Small and Medium Enterprise Loans b. Pension/ATM Loans c. AGFP Loans/Other Agricultural Credit Loans d. Real Estate Loans e. Teachers’ Salary Loan

3. MONEY REMITTANCE

a. Western Union Money Transfer

ENCASH ATM LOCATIONS:

1. ATM - 1 Janiuay Rural Bank, Inc. (Head Office Building) Crispin Salazar Street, Janiuay, Iloilo 5034

2. ATM - 2 Masacote Arcade Aquino Nobleza Street, Janiuay, Iloilo 5034

3. ATM – 3 I-Mart Store Bermejo Street, Cabatuan, Iloilo 5031

4. ATM – 4 Janiuay Rural Bank, Inc. (Anini-y Branch Building) Brgy. Butuan, Anini-y, Antique 5717

5. ATM – 5 Lambunao Cooperative Building Poblacion, Lambunao, Iloilo 5042


WEBSITE – www.rbjaniuay.com

Email address – [email protected]

BRANCHES

1. Janiuay Rural Bank, Inc. Head Office Crispin Salazar Street, Janiuay, Iloilo 5034 Tel. No. (033) 330-01-31

(033) 531-84-30

2. Janiuay Rural Bank, Inc.

Branch Lite Ground Floor, Viosil’s Arcade M.H. del Pilar Street, Molo, Iloilo City 5000 Tel. No. (033) 509-50-08

3. Janiuay Rural Bank, Inc. Branch Office Brgy. Butuan, Anini-y, Antique 5717 Mobile No. (0917) 631-39-89

http://www.rbjaniuay.com/

mailto:[email protected]

CHAIRMAN’S ADDRESS ANNUAL REPORT.pdf · She took the Corporate Governance & Risk Management from...

Documents

Transcript of CHAIRMAN’S ADDRESS ANNUAL REPORT.pdf · She took the Corporate Governance & Risk Management from...