THE RCS GROUP · 2018-04-24 · - BCom (Acc), CA (SA), CPA (lsr) Experience: Edwin has vast audit,...
Transcript of THE RCS GROUP · 2018-04-24 · - BCom (Acc), CA (SA), CPA (lsr) Experience: Edwin has vast audit,...
|1| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |2|
THE RCS GROUP C o n s o l i d a t e d A n n u a l F i n a n c i a l S t a t e m e n t s 2 0 1 7
i n c l u d i n g S u p p l e m e n t a r y I n f o r m a t i o nC o n s o l i d a t e d A n n u a l F i n a n c i a l S t a t e m e n t s 2 0 1 7
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|5| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
CONTENTS
RCS overview 2
Group structure 3
CEO report 4
The board of directors 6
The board committees 19
Social and ethics report 24
Credit risk governance report 32
Technology and information governance report 33
Compliance governance report 37
Remuneration committee report 38
King IV principle outline 44
RCS Group consolidated annual financial statements 2017 49
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RCS OVERVIEW
BNP Paribas Personal Finance South Africa Limited, previously known as RCS Investment Holdings Limited, and its
subsidiaries (hereafter referred to as the “RCS Group”) operate in South Africa, Namibia and Botswana. The RCS Group
is a consumer finance business that offers its customers a range of financial services products under its own brand name
and in association with a number of leading retail commercial partners.
The RCS Group is an independent, JSE debt listed and highly regulated financial services company. The RCS Group
is owned by BNP Paribas Personal Finance Société Anonyme (France) (hereafter referred to as “BNPP PF”) and the
ultimate shareholder is BNP Paribas Société Anonyme (France) (hereafter referred to as “BNPP”).
The RCS Group’s core purpose is to enhance peoples’ lifestyles through innovative and accessible credit financial
solutions. The objective is to enable our customers to enjoy the convenience and comfort offered by these credit
financial solutions.
The RCS Group services over 1.15m active clients. The RCS Group offers a range of card, loan and insurance products,
including the following:
• The RCS Card and various partner branded cards provide convenient retail credit facilities to customers.
• RCS Loans provides customers with cash loan and retail loan offerings.
• RCS Insurance includes Customer Protection Insurance and Accidental Death Cover.
The RCS Group is the service provider of choice for white label, credit programs. It finances, operates, manages and
promotes successful credit programmes for its retail partners. In addition, it offers IT, Call Centre, risk management as
well as financial credit marketing and brand building solutions.
The RCS Group continues to demonstrate growth and innovation in the credit market, offering accessible credit solutions
to our customers. For our retail partners we provide more than just a technical solution and product. We customise
products that integrate people, processes and technology, creating value for our partners and their customers.
GROUP STRUCTURE
100%
RCS Botswana (Proprietary)
Limited
RCS Collections Proprietary
Limited
RCS Home Loans Proprietary
Limited
100%
BNP Paribas Personal Finance
South Africa Limited
BNP Paribas Personal Finance
S.A. (France)
BNP Paribas S.A. (France)
100%
RCS Cards Proprietary
Limited
RCS Investment
Holdings Namibia (Proprietary)
Limited
CEO REPORT CEO REPORT (continued)
2017 marked an exciting year for the RCS Group (the “Group”) which included many highlights as we entered the first year
in our 2020 strategic transformation plan. I am pleased to share that we delivered another year of strong financial results.
These results, coupled with the transformational changes in our business, will assist us in building a more resilient and
sustainable business for the future. The past year saw the Group mobilise around strategic projects aimed at diversifying
our business model while driving a culture of innovation and digital transformation that focused on delivering an improved
customer experience. We are now also fully integrated into BNPP PF, leveraging and benefiting from being a part of a
successful and progressive international institution focused on being the bank for a changing world.
RESULTS AND PERFORMANCENotwithstanding the challenging retail and economic environment, we are pleased to report that the Group performed
well this financial year, in achieving our financial targets and consistently meeting our shareholder’s expectations since
the acquisition in 2014. Profit grew by 7.2% supported by healthy growth in outstandings of 20% to R 7.792 billion. We
are particularly proud of the growth in our loans division, showing an impressive increase in new approvals of 56.9%
for the year. Our cards division delivered an equally outstanding performance of 35.9% in new approvals for the year.
This growth was underpinned by well-supported fund-raising events in 2017 where we successfully raised more funding
through our Domestic Medium Term Notes programme. The R10 billion BNPP guaranteed programme carries a long-
term zaAAA rating from Standard & Poor’s Global Ratings and has attracted keen interest from the investor market, with
an over-subscription in our debt auctions.
BUILDING FOR THE FUTURE Our 2020 plan, which aligns our strategy with that of BNPP PF, seeks to transform our business for the future. This year
we made tangible progress towards achieving our stated objectives by 2020, laying solid foundations to build on and
develop in the years ahead. Some of our notable achievements include the expansion of major partnerships to grow our
retail network, launching new credit products and creating two new business lines.
Digital transformation was a big focus in the past year. The use of technology to deliver tangible value and an
improved experience for our customers and partners are key focus areas. We also embarked on embedding a culture
of innovation in our organisation focused on delivering growth and profitability in the long run. 2017 also marked the
first year of our sponsorship of Startupbootcamp Africa, an initiative aimed at supporting and developing innovations
from African startups.
INVESTING IN OUR COMMUNITYIn the year in review, the Group adopted a new approach to Corporate Social Responsibility (CSR) that aligns with the
ambitions of BNPP PF. This approach includes various initiatives from an economic, civic, social and environmental
perspective. Together, these areas will form the pillars of our CSR strategy in the future. Our economic pillar focuses
on engaging with customers ethically and responsibly, creating products that benefit customers economically. Our
civic pillar positions us to play an active role in society that makes a meaningful difference. Our social pillar aims at
driving employee engagement and career development. Lastly, the focus of our environmental pillar is to care for the
environment and to take action on critical issues such as climate change. These pillars give us a clear plan to focus our
efforts, directing and deepening the investment that we have always been committed to making in our community and
the broader environment in which we operate.
CHALLENGES AND RISKSThe most notable challenge we faced in the past year was the prevalence of a depressed economic environment resulting
in muted retail trading conditions and performances. In spite of the positive sentiment and momentum in our business,
the economy remained sluggish with certain consumer segments under pressure.
The coming financial year is the first year where we will report according to the IFRS9 financial reporting standard. The
IFRS9 standard introduces a new method with regards to the measurement and reporting of credit losses. We are well
prepared for this change having anticipated its introduction for some time.
PROSPECTSWe are hopeful that the renewed positive momentum and atmosphere in South Africa will present fresh opportunities
for the Group as the economy aims to make a much-needed recovery. We will continue to expand on the positive
energy and sentiment in our business during 2018, building on the foundations that we have laid and proceeding
with continued focus towards our 2020 objectives.
We will expand our partnerships, drive our digital transformation and build our new business lines in the year ahead.
2018 will also see an intense focus on customer centricity as we strive to improve how our customers experience
the brand.
APPRECIATIONI would like to thank our supportive shareholder, as well as the Group Board for their continued support and guidance.
Also, I would like to thank our funders for their support and confidence in our business. Our retail partners play an
integral part in our success, I thank all of them for their commitment to our partnerships. A sincere appreciation goes
to our customers for trusting the Group to finance their purchases, their projects and their dreams.
Lastly, a special thanks to the Group executive team and every member of our staff for their relentless passion and
commitment to our business. The achievements of the past year would not have been possible without your desire
to succeed.
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THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS (continued)
OVERVIEW AND COMPOSITION OF THE BOARD OF DIRECTORSThe composition of the board of directors (hereafter referred to as “the Board”), is regulated by BNPP PF, the sole
shareholder of the RCS Group, in terms of the RCS Group’s memorandum of incorporation and is deemed to be
adequate and appropriate.
The Board recognises and embraces the benefits of having a diverse board, appreciates that diversity at board
level is an essential component for sustaining a competitive advantage. The Board is committed to ensuring a
diverse and inclusive culture at board level, where directors believe that their views are heard, their concerns are
attended to and they serve in an environment where bias, discrimination and harassment are not tolerated. These
principles are included in the board charter.
The Board is committed to transformation while balancing this with the requirements of a foreign shareholder in
that they are guided by BNPP PF with respect to board representation. Edwin (“Eddy”) Oblowitz (60)
Appointed: 2015
Independent, Non-executive Director
Qualifications:
- BCom (Acc), CA (SA), CPA (lsr)
Experience:
Edwin has vast audit, finance and business advisory
experience having spent over twenty years in
professional practice, most notably as a senior partner
of the Cape Town, Durban and Port Elizabeth offices
of Arthur Andersen. Edwin is currently the Executive
Chairman of Stonehage Fleming South Africa, which
provides multifamily office, wealth management and
advisory services to both local and international clients.
Edwin presently holds the position of Chairman of the Board Audit and Risk, and Social and Ethics Committees with
the RCS Group. Edwin also holds the position of Non-executive Director at various listed and unlisted companies
outside of the RCS Group.
He holds the following positions at companies outside of the RCS Group: Director and Chairman of the Audit,
Member Risk and Compliance Committees of Stonehage Fleming Family and Partners. He serves as an Independent
Non-executive Director, a member of the Audit Committee and Chairman of the Risk and Remuneration Committees
of The Foschini Group Ltd as well as Trencor Ltd where he undertakes the role of Non-executive Director and
Chairman of the Audit and Risk Committee.
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INDEPENDENT NON-EXECUTIVE DIRECTOR
THE BOARD OF DIRECTORS (continued)THE BOARD OF DIRECTORS (continued)
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Edwin Oblowitz (continued)
Roles and responsibilities of the lead Independent Non-executive Director
Edwin has been appointed the lead Independent Director by and from the non-executive board members. His
responsibilities include the following:
• Briefing the CEO/Chairman of the Board on issues and concerns relevant to the RCS Group;
• Enabling access to information to assist the Board in monitoring the RCS Group’s performance and the
performance of management;
• Aiding in the distribution of information to directors;
• Providing support and advice to the CEO/Chairman of the Board;
• Representing the Board on various sub-committees;
• Advising the Board on ad hoc strategic matters;
• Providing expert independent advice to the Board; and
• Ensuring the Board is kept abreast of country, industry and market best practice governance standards.
NON-EXECUTIVE DIRECTORS
Benoit Cavelier (54)
Appointed: 2014
Non-executive Director
Qualifications:
Bachelor’s Degree, Law Degree, Finance Speciality
Qualification (Tours Business School), Chartered
Accountant
Experience:
Benoit is the Head of the SUN* region and member of
the Executive Committee of BNPP. Benoit has over thirty
years’ experience in finance and consumer lending.
* BNPP PF is made up of several regions, one of them being the SUN region.
The SUN region includes all BNP Personal Finance Companies in Africa, United
Kingdom and Northern Europe
Benoit presently holds the position of Chairman of the Remuneration, Asset and Liability, and Credit Risk
Committees and is a member of the Social and Ethics Committee of the RCS Group. He holds the following positions
at companies outside of the RCS Group: member of the Supervisory Board of Von Essen Bank and the Chairman of
the Board for Alpha Credit.
Independence
The RCS Group is a wholly owned subsidiary of the multinational banking and financial services group, BNPP,
a company listed on the Paris Stock Exchange. The Chairman is a senior executive of the shareholder and is
appointed by the shareholder. Given this, the Board is satisfied that he is independent.
Alain Van Groenendael (56)
Appointed: 2014
Non-executive Director
Qualifications:
BA Degree in Business and Finance (ICHEC Brussels
Management School), Commercial Engineer (College)
Experience:
Alain joined BNPP in 2008 as Deputy Chief Executive
Officer (“CEO”): Head of International Marketing and
Sales. Alain has been Chairman of BNPP since 2015.
He has over thirty years’ experience in international
retail banking.
Alain is presently a member of the Board Audit and Risk, Social and Ethics, Asset and Liability and Credit Risk
Committees of the RCS Group. He serves as a director of the following companies outside of the RCS Group: UCI SA;
Union De Creditos; TEB Cetelem and Cetelem Bank LLC. He also serves as Chairman of the Board of Opel Bank and is a
member of the Supervisory Board of Bank BGZ BNP Paribas.
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Schalk van der Merwe (53)
Appointed: 2006
Non-executive Director
Qualifications:
BCom (Hons Economics), BCom (Hons Transport
Economics)
Experience:
Schalk joined the RCS Group as an Executive Director
in 2006 and served as CEO of the RCS Group from
2009 until 2016. Prior to joining the RCS Group, Schalk
worked in the management consulting industry running
his own practice as well as working for Arthur Andersen.
He also gained significant retail consumer finance
experience as an Executive at The Foschini Group Ltd
and as an Executive Director of Woolworths Financial
Services.
Schalk presently holds the position of Non-executive Director with the RCS Group. He holds the position of Director
outside the RCS Group for Home Loans Direct Proprietary Limited and the position of Non-executive Director of Retail
Capital Proprietary Limited.
NON-EXECUTIVE DIRECTORS (CONTINUED) NON-EXECUTIVE DIRECTORS (CONTINUED)
THE BOARD OF DIRECTORS (continued) THE BOARD OF DIRECTORS (continued)
Isabelle Perret-Noto (45)
Appointed: 2015
Non-executive Director
Qualifications:
MSc Economics Finance and Management (H.E.C.
Ecole des Hautes Etudes Commerciales), LLM 1 and 2
Business Law (with specialisation in International Law),
Bar Professional Exam (Court of Appeal Paris)
Experience:
Isabelle is the Head of Legal for BNPP IFS perimeter
(International Financial Services: BNPP PF, Cardif,
International Retail Banking, Wealth Management,
Asset Management, Real Estate and Switzerland
Territory). She is a member of the executive committee
of the BNPP Global Legal Function.
Isabelle has twenty years’ experience working at
international law firms and then at BNPP PF legal
department as legal manager, Head of BNPP PF Legal
function and Head of Legal and compliance for PF
Group.
Isabelle presently holds the position of Non-executive Director with the RCS Group and is a member of the Board Audit
and Risk Committee. She holds the following positions at companies outside of the RCS Group: Director at Findomestic
Banca and member of the Supervisory Board of UCB Ingatlanhitel ZRT. Isabelle resigned as a member of the supervisory
board of UCB Ingatlanhitel ZRT on 20 April 2018.
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Vikas Khandelwal (48)
Appointed: 2016
Non-executive Director
Qualifications:
Business Administration and Management, General
Experience:
Vikas is the CEO of the BNP Paribas Corporate and
Institutional Banking Branch in South Africa and the
Head of Territory for BNP Paribas South Africa.
Vikas presently holds the position of Non-executive Director with the RCS Group. He holds the following positions at
companies outside of the RCS Group: Director of the French SA Chamber of Commerce and Industry and Board member
of the Banking Association of South Africa.
NON-EXECUTIVE DIRECTORS (CONTINUED)
THE BOARD OF DIRECTORS (continued) THE BOARD OF DIRECTORS (continued)
NON-EXECUTIVE DIRECTORS (CONTINUED)
EXECUTIVE DIRECTORS
Regan Adams (46)
Appointed: 2011
Executive Director
Qualifications:
BSc (Elec Engineering), BCom (Hons Fin Analysis),
BCom (Portfolio Management)
Experience:
Regan was appointed as CEO of the RCS Group in
2016. Having been an executive director since 2004,
Regan has had extensive experience in a number of
senior roles within the RCS Group, most notably as
Chief Operating Officer and Chief Commercial Officer.
Before joining the group in 2004, Regan was a senior
manager at Capital One. He started his career at PPC in
engineering management.
Regan does not currently hold another professional position other than Director of the RCS Group.
Notice period
It is our policy that the CEO has an employment contract with the RCS Group which may be terminated with three
calendar months notice. Included in this agreement are clauses pertaining to restraint of trade and non-solicitation.
Succession plan
Succession planning is done at the BNPP PF level with regards to the position of CEO at the RCS Group. This is further
strengthened by a formal talent programme, Leaders for Tomorrow.
Leaders for Tomorrow is BNPP’s integrated Talent Strategy. A structured programme that focuses on identifying
and developing leadership talent, preparing the next generation of leaders and broadening diversity among senior
leadership. The ultimate goal of this group-wide programme is to prepare the succession of employees who are
able to progress to executive committee positions. Both executive directors are part of the Leaders for Tomorrow
talent programme.
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EXECUTIVE DIRECTORS (CONTINUED)
Chris de Wit (38)
Appointed: 2016
Executive Director
Qualifications:
BCom (Acc), BCom (Hons Acc), CA (SA)
Experience:
Chris joined the RCS Group in 2008 and progressed
his career through finance to his appointment as Chief
Financial Officer in 2016. In addition to finance, Chris
is also accountable for the commercial activities of
the RCS Group and is currently Deputy CEO of the RCS
Group. Prior to joining the RCS Group, Chris served as
a Financial Manager within retail.
Chris does not currently hold another professional position other than Director of the RCS Group.
THE BOARD OF DIRECTORS (continued) THE BOARD OF DIRECTORS (continued)
THE BOARD OF DIRECTORS (continued)
Meetings and quorum
The Board meets three times a year and a quorum comprises a majority of directors of the RCS Group provided that at
least one shareholder designated director is present at the meeting.
Evaluation of the performance of the governing body
The Board is assessed annually via an internally conducted process that deals with the performance and effectiveness
of the Board and its various committees. Each board member is given a confidential questionnaire to complete
regarding the effectiveness of the Board and the Board sub-committees. The assessment includes an evaluation of
whether the diversity of the Board is appropriate, the number of meetings held, whether there is sufficient support
for the Board, whether the decision-making process is appropriate, whether the Board is kept abreast of updates in
the RCS Group and whether the Board was afforded access to management and exposure to operations.
The results of the questionnaires are reviewed by the Company Secretary who summarises the results and identifies
any improvement areas that the Board needs to consider. This is then communicated to the Board at the upcoming
board meetings, and a plan to address these areas is agreed upon and is implemented. The Board then assesses the
progress made in each of the areas.
The Board was comfortable with the results of the assessment for the year ended 31 December 2017 for both the
Board and the Board sub-committees. The Board is satisfied that it continues to function well and that the directors
have fulfilled their responsibilities in accordance with the charter.
Delegation of authority
The Board delegated specific responsibilities to the Board sub-committees and management, each with its own
charter that defines its responsibilities. The committees aim to review their charters annually and undertake an
annual performance evaluation.
The Board confirms that the committees have functioned in accordance with their written terms of reference as
contained in their terms of reference during the financial period.
The roles and responsibilities of each committee is disclosed on pages 19-23.
Company Secretary
As the Company Secretary, Mr Guy Harker is accountable to the Board, and all directors have access to his advice and
services. He maintains a neutral relationship with the Board and is not a director of the RCS Group. The Company
Secretary is independent and reports to the Board on matters related to the position of the company secretary.
The Company Secretary performs all duties as listed in section 88 of the Companies Act of South Africa, however,
other duties may be assigned as defined by the Board.
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Company Secretary (continued)
The Board assesses, as part of the annual board evaluation process, whether the Company Secretary has fulfilled his
required obligations and duties. The assessment questionnaire gives the Board the opportunity to not only evaluate the
Company Secretary but to raise any concerns they may have.
The Board is confident that the Company Secretary is suitably qualified, competent and an experienced individual who
can provide the Board with the necessary support to fulfil its purpose and to carry out its duties as prescribed by the
Companies Act of South Africa, King IV and the JSE Debt Listing Requirements.
THE BOARD OF DIRECTORS (continued)
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OVERVIEWThe RCS Group has the following Board sub-committees: Board Audit and Risk; Social and Ethics; Credit Risk; Asset and
Liability and Remuneration Committees. The composition of each committee is reviewed annually. The following committees,
comprising directors, executives and senior management, deal with specific risks facing the RCS Group, in a structured
manner, and in accordance with board-approved terms of reference. The committee members are satisfied that they have
fulfilled their responsibilities in accordance with the committees’ terms of reference for the year ended 31 December 2017.
Board and committee attendance
The attendance of directors at board meetings as well as members and invitees of committees at committee meetings for the
reporting period was as follows:
THE BOARD COMMITTEES
BoardBoard Audit
and Risk Committee
Remuneration Committee
Asset and Liability
Committee
Social and Ethics Committee
Credit Risk Committee
Member Invitee Member Invitee Member Invitee Member Invitee Member Invitee
Number of Meetings 3 3 3 1 1 3 3 3 3 3 3
Edwin Oblowitz 3/3 3/3 - - - - - 3/3 - - -
Benoit Cavelier 3/3 - 2/3 1/1 - 3/3 - 2/3 - 3/3 -
Alain Van Groenendael 3/3 3/3 - - - 0/3 - 3/3 - 0/3 -
Schalk van der Merwe 3/3 - 3/3 - - - 3/3 - 3/3 - 3/3
Isabelle Perret-Noto 3/3 3/3 - - - - - - - - -
Vikas Khandelwal 3/3 - 1/3 - - - 3/3 - 2/3 - 3/3
Regan Adams* 3/3 - 3/3 1/1 - 3/3 - 3/3 - 3/3 -
Chris de Wit 3/3 - 3/3 - 1/1 3/3 - - 3/3 3/3 -
Guy Harker (Company Secretary) 3/3 3/3 - - - 3/3 - 3/3 - 3/3 -
Celine Sertori** - - - 1/1 - - - - - - -
RCS Group representatives*** - - 3/3 - - - 3/3 - 3/3 - 3/3
Shareholder representatives*** - - 3/3 - 1/1 - 3/3 - 3/3 - 3/3
External Auditors - - 3/3 - - - - - - - -
Internal Auditors - - 3/3 - - - - - - - -
*Regan Adams is no longer a member of the Remuneration Committee, in line with the principles of King IV.** Celine Sertori is the Executive: Human Resources for the RCS Group***The representatives attending committee meetings are specialists in their relevant fields.
THE BOARD COMMITTEES (continued)
SOCIAL AND ETHICS COMMITTEE Responsibility and function
The RCS Group’s philosophy is underpinned by the realisation that there is a need to turn wealth into sustainable economic
growth and development. Through its business endeavours, the RCS Group seeks to act as a catalyst for development and
to make a lasting and important social, economic and environmental contribution to the regions in which the RCS Group
operates.
The purpose of the Social and Ethics Committee is to:
• Amongst other things, monitor the RCS Group’s social and economic development and fulfil the functions required in terms
of the Companies Act of South Africa.
• Monitor and report on the manner and extent to which the RCS Group protects, enhances and invests in the economy, society
and the environment in which the RCS Group operates in order to ensure that its business practices are sustainable; and
• Review and consider local economic development opportunities to enable historically-disadvantaged South Africans to
develop economically and socially.
Key areas of focus
• Consumer education.
• Further focus on CSR activities in collaboration with BNP Paribas Corporate and Institutional Bank in South Africa.
• Creation of a new employment equity plan.
• Monitor the impact of the changes to BBBEE.
• Ethics governance.
• Staff wellness.
• Group sustainability.
• CSR strategy.
CREDIT RISK COMMITTEE Responsibility and function
The main responsibilities of the Credit Risk Committee are as follows:
• Oversee the RCS Group’s Risk Control Framework;
• Oversee the RCS Group’s Risk Appetite Framework which include the risk appetite statement, risk limits and tolerances;
• Oversee the critical credit risk metrics and the RCS Group’s bad debt performance trends;
• Oversee the RCS Group’s Risk Policy including formal approval of modifications and tracking the impact of policy and
scorecard changes;
• Discuss and challenge credit proposals to make sure they are in accordance with the RCS Group’s risk appetite;
• Provide feedback on new products and initiatives affecting the credit risk;
• Discuss and analyse the macro-economic impacts affecting the RCS Group’s credit risk
• Oversee the collections and recoveries performance;
THE BOARD COMMITTEES (continued)
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BOARD AUDIT AND RISK COMMITTEEResponsibility and function
The main objectives of the Board Audit and Risk Committee is to assist the Board in respect of the following:
• Commenting on the integrity of the RCS Group’s financial statements and accounting practices and overseeing the
effectiveness of the internal financial control function;
• Reviewing on an annual basis the expertise, resources and experience of the finance function;
• Overseeing the internal audit function;
• Monitoring, reviewing and providing assurance regarding the effectiveness of the RCS Group’s overall internal
and enterprise risk management systems pursuant to the shareholder’s requirements. This includes overseeing
the effectiveness and quality of the internal control framework, the consistency of measurement systems and risk
control. For this purpose, the Committee collects all the elements necessary for such assessment from the following
independent control functions: Internal Audit, Enterprise Operational Risk, Risk Management Permanent Control,
Legal and Compliance;
• Overseeing the effectiveness and quality of the Financial Security Framework according to the shareholder’s
requirements;
• Reviewing and ensuring that the RCS Group’s significant areas of risk are assessed and adequately addressed,
including but not limited to:
- Financial reporting risks;
- Internal financial controls;
- Fraud risk; and
- Information technology risks;
• Assisting the Board in carrying out its information technology governance responsibilities;
• Recommending the appointment of the external auditor and overseeing the external audit process; and
• Maintaining open lines of communication between the Board and the RCS Group’s risk management, internal and
external auditors and compliance officers.
Key areas of focus
• Manage cyber security risks.
• Conduct annual evaluations of the internal auditors.
• Focus on the tone at the top, culture, ethics, and hotline monitoring.
• Engage in the identification of potential issues.
• Understand plans to address new accounting and regulatory reporting requirements.
• Increase the focus on risk oversight and assessment.
• Periodically reassess the list of top risks, determining who in management and which board committee is responsible
for each.
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REMUNERATION COMMITTEE Responsibility and function
The Committee has an independent role and governs and approves:
• All remuneration matters in respect of staff, executives and directors;
• Remuneration increases for non-executive directors from time to time;
• Annual cycle base level salary increases in respect of all employees; and
• The aggregate short-term incentive bonus pool and long-term incentive bonus pool.
The Committee further ensures that:
• The RCS Group remunerates executive directors and non-executive directors fairly and responsibly;
• The disclosure of directors’ remuneration is accurate, complete and transparent; and
• The RCS Group’s overall remuneration philosophy promotes the achievement of the RCS Group’s strategic objectives,
encourages individual performance and rewards sustainable value creation.
The Committee further performs all the functions necessary to fulfil its role as stated above, including but not limited to the
following:
• Reviews the RCS Group’s remuneration philosophy and policies for directors and staff;
• Ensures that the remuneration strategy reflects the interests of stakeholders, is comparable to the general remuneration
environment in the industry, and complies with relevant principles of good corporate governance;
• Considers whether the objectives of the remuneration policy have been achieved;
• Ensures that the ratio of fixed and variable pay, in cash and benefits, is aligned with the RCS Group’s strategic objectives;
• Reviews the effectiveness of recorded performance measures that govern the vesting of incentives;
• Ensures that all benefits, including retirement benefits and other financial arrangements, are justified and correctly valued;
• Selects an appropriate peer group when comparing remuneration levels;
• Advises on the remuneration of independent non-executive directors; and
• Oversees the preparation of the remuneration report, to ensure that it:-
- Provides a clear explanation of how the remuneration policy has been implemented;
- Provides sufficient forward-looking information to the Board regarding the fees of non-executive directors; and
- Enables the Board to propose to shareholders, for their consideration and approval, a special resolution in terms of section
66(9) of the Companies Act of South Africa.
Key areas of focus
For key areas of focus please refer to the Remuneration Committee Report on page 38.
CREDIT RISK COMMITTEE (CONTINUED)Responsibility and function (continued)
• Analyse and track the cost of risk and the portfolios bad debt provision;
• Oversee the efficiency of the RCS Group’s credit decision systems, its credit scorecards and the risk tools;
• Oversee impacts of regulatory changes on the credit risk of the RCS Group, and
• Report on the data quality and data governance framework.
Key areas of focus
• Track and follow up policy changes and impacts of regulatory changes.
• Leverage the new behavioural scorecards for the cross selling of products to existing customers.
• Ensure close tracking of the new loans scorecards implemented at the end of 2017.
• Operational insertion of the IFRS9 provisioning methodology.
• Evaluate progress of the data quality project.
• Surveillance of risk on growth areas like loans and specific new card logos.
ASSET AND LIABILITY COMMITTEE Responsibility and function
The main responsibilities of the Asset and Liability Committee are the following:
• Liquidity risk management, as guided by BNPP PF
- Structural liquidity
- Funding diversification (source and tenor)
- Investment requirements
- Liquidity coverage
• lnterest rate risk management;
• Foreign currency risk management;
• The RCS Group capital management;
• Oversight of Domestic Medium Term Notes programme;
• Monitoring of solvency and liquidity; and
• Funding plans.
Key areas of focus
• Maintain adequate capital levels.
• Monitor liquidity and funding requirements and related risk diversification.
• 2020 funding platform.
THE BOARD COMMITTEES (continued) THE BOARD COMMITTEES (continued)
SOCIAL AND ETHICS REPORT SOCIAL AND ETHICS REPORT (continued)
Our civic responsibilityPlaying an active role in society
• Promoting financial literacy• Combating social exclusion and promoting
human rights• Ensuring dialogue and collaboration with
our stakeholders
Our environmental responsibilityTaking action on climate change
• Supporting our customers during the transition to a low-carbon economy
• Reducing the environmental footprint of our internal operations
• Developing knowledge and sharing environmental best practices collaboration with our stakeholders
Our social responsibilityFacilitating employee development and commitment
• Promoting diversity and inclusion• Being a good place to work and managing
employment responsibility• Being a learning company that offers
dynamic career management
Our economic responsibilityEngaging with our customers ethically and responsibly
• Creating responsible products and services• Embracing business ethics• Supporting customers over the long-term
OVERVIEW Ethical leadership is the cornerstone of our business. At the RCS Group, we manage our business to the highest ethical
standards through a robust governance framework. This framework is effected through a unitary board that comprises
of independent and non-executive directors from diverse backgrounds, skill sets and experience. Furthermore, our
governance extends beyond the boardroom as all managers contribute towards maintaining good governance throughout
our business. Executives and managers are held accountable for implementing the strategy of the Board and ensuring
the effective operation of all areas of the business. This includes policy development and implementation and ongoing
reporting as well as mandatory training issued by BNPP PF for all its subsidiaries. This training includes topics such as
the code of conduct, ethical behaviour and compliance training. Consequently, the integrity of our operating model and
information produced for the Board is assured through combined efforts throughout the business.
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CORPORATE SOCIAL RESPONSIBILITY (CSR) APPROACHOur CSR approach is key to ensuring ethical and responsible execution with regards to business activity and operations
within the RCS Group.
-
The above framework ensures that we inclusively monitor the diverse stakeholder needs, interests and expectations.
Social and Ethics Committee
Corporate Social Responsibility
Forum
Asset and Liability Committee (“ALCO”)
Treasury Forum
Board Sub-Committees
Remuneration Committee
Board Audit and Risk Committee
Credit Risk Committee
Management Forums
Exco Rem Committee
HR Governance Committee
Compliance Committee
Credit Risk Forum
Specialist Forums
Operating Board
General Management Forum
BNP Paribas Personal Finance South Africa (previously, RCS Investment Holdings) BoardRCS Local Subsidiaries Board
RCS Foreign Subsidiaries Board
SOCIAL AND ETHICS REPORT (continued) SOCIAL AND ETHICS REPORT (continued)
The start of the RCS Gugs Race. The Gugulethu Athletics Club is sponsored by RCS.
Runners from the Gugulethu Athletics Club compete in the RCS SOX, a 3-day trail running event, sponsored by the RCS Group.
Children participating in a Jag Foundation running event. The RCS Group supports the JAG Foundation, which uses sport and play as a catalyst for change in disadvantaged communities.
A RCS Group staff member hands over a cheque to a charity he nominated for the festive season campaign in 2017.
Runners from the Gugulethu Athletics Club tackle the third stage of the RCS SOX. The team was sponsored by the RCS Group.
Some of the children who participate in sports and activities run by the Jag Foundation, which is supported by the RCS Group.
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Key areas of focus during the reporting period
Economic:
• Established a framework and policy around ‘Fragile Customers’ to ensure that we assisted our customers with events
that could degrade their financial situation; and
• Developed responsible products aimed at new entrants to the credit market, who may otherwise have been excluded
from participation due to traditional methods of granting credit.
Civic:
• Continued support of our longstanding partnerships with the JAG foundation, RCS Gugulethu Running Club, TSiBA and
Purple Cow;
• Contributed towards the education of 146 children of our staff for the 2017 academic year through the RCS Bursary
Programme;
• Ran a dedicated ‘Vacation Work’ programme for the children of staff and grade 11 JAG Foundation children; and
• Collaborated with the BNP Paribas Corporate Investment Bank in South Africa to create an umbrella approach to
making a further contribution to society.
Social:
• Continued our holistic wellness offerings, including the support of two clinics and Employee Assistance Programmes
for our staff;
• Provided robust benefits to our staff through the provision of medical aid, pension and risk benefits;
• Launched our first internal graduate programme, which provided staff with qualifications, the opportunity to gain work
experience in their fields of study, in addition to our traditional training calendar;
• Continued to progress well with regards to our Employment Equity Plan, which ends in 2018 (diagrams on page 39
refer); and
• Made notable progress with regards to the representation of disabled employees by providing awareness and
supportive campaigns for these members of staff.
Environmental:
• Reduced our overall carbon footprint within our internal operations through the digitalisation of standard customer
communication, recycling, enhanced energy efficiency through solar light sensors and light harvesting; and
• Managed the drought crisis in the Western Cape by reducing our consumption by 40% and educated employees around
saving water at home as well as in the workplace.
SOCIAL AND ETHICS REPORT (continued) SOCIAL AND ETHICS REPORT (continued)
Key areas of future focus
Economic:
• Focus on consumer education.
Civic:
• Continue support of the RCS Group Bursary Programme, an ongoing initiative that assists with education funding for
the children of RCS Group staff.
Social:
• Develop a new Employment Equity Plan to be implemented in 2019.
• Digitise our HR offerings and further support career development through our new tool, About Me. About Me is a
platform for our employees to detail their skills, experience and career ambitions and in turn, we are able to customise
prospects around an individual. We will use algorithms to ‘push’ job and learning and development opportunities
to individuals. About Me also host our employee’s online appraisals and personal development plans, allowing for
continuous feedback throughout the year.
• Launch a bespoke learning pathway for staff and the many new entrants to the labour market we employ. Often
these staff members have not had the opportunity to gain a formal tertiary education. This initiative will help these
employees to reach their full potential.
Environmental:
• Focus on supporting community environmental projects.
Code of Conduct
We believe that the success of our business depends on the behaviour of every employee. In addition to our responsibility
for complying with the required laws and policies, we recognise that decisions and actions are guided by a deep sense
of ethical responsibility. As such, we have a Code of Conduct, aligned to our shareholder, which define the rules that
guide our thinking, behaviour, actions and decisions to ensure that these match our core values.
In 2015 we introduced mandatory training on the Code of Conduct to staff, and it has also been included as part
of the orientation process for new joiners to ensure that it is ingrained in our culture. During 2017, we introduced
My Development, a BNPP eLearning tool, which will further reinforce training and awareness with regards to the Code
of Conduct and other essential ethics and compliance related matters.
GENDER SPLIT OF THE RCS GROUP STAFF
ETHNIC SPLIT OF THE RCS GROUP STAFF
African49%
Coloured43%
Indian2%
White6%
Women
Men
24%
76%
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THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |30|T H E R C S G R O U P C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 1 7 | 0 0 |
SOCIAL AND ETHICS REPORT (continued)
Code of Conduct (continued)
The Code of Conduct covers:
• The mission and values of the RCS Group in its economic responsibility is to finance the economy in an ethical manner, helping
our clients to achieve their plans and projects. Furthermore, the RCS Group is closely involved in the local communities in
which it conducts business and recognises that it has additional social, civic and environmental responsibilities.
• The rules of conduct revolve around these seven themes:
- Customers interests;
- Financial security;
- Market integrity;
- Professional ethics;
- Respect for colleagues;
- The RCS Group protection; and
- Involvement with broader society.
• The Code of Conduct in practice, is outlined as follows:
Performance reviews are mandatory for all permanent employees. Managers appraise the contribution of each employee
with respect to their individual performance as well as their behaviours. For the 2018 financial year, we have digitised
this process by adopting a BNPP employee performance tool, About me. This new tool introduces an additional rating
with respect to the Code of Conduct and Rules and Regulations and Risk Assessment and Management objectives.
We value the views and input from our employees to ensure that our behaviour and culture supports our core values.
During 2017, we conducted a 180-degree feedback survey on our leadership team, which will form the foundation for
our Leadership Development initiatives in 2018. During 2017, we also participated in our first BNPP People Survey
Eighty percent of invited participants completed the survey, which ran from 3-23 May 2017. The RCS Group scored 86%
for sustainable engagement in its maiden survey, which was 9% higher than the BNPP PF average. This survey is an
essential tool for driving change and assisting us in understanding which measures need reinforcing for us to achieve
our strategic objectives.
A large part of the survey focuses on our employees’ views on how our leaders and management are displaying our core
values and the RCS Group’s progress in respect of our corporate social responsibility.
Is it legal?
Is it consistent with the RCS Group
Code of Conduct and policies?
Is it based on a thorough
understanding of the risks involved?
Am I confident that I will not erode
trust with customers, shareholders and society at large?
Would I be comfortable explaining
this decision to a third party?
If the answer to any of these questions is no, stop and speak up.
If you have any concerns or doubts, seek guidance from an appropriate authority: your line manager, senior manager, legal or compliance.
|30| SUPPLEMENTARY INFORMATION TO THE RCS GROUP CONSOLIDATED ANNUAL FINANCIAL STATEMENTS 2017
OVERVIEW A number of committees are in place to govern, monitor, measure and mitigate risk, which operates under the RCS Group’s
approved delegated limits, policies and procedures. A high-level risk, Board sub-committee, the Credit Risk Committee,
convenes four times a year, comprising of executive and non-executive directors which feeds into the overall company
board committee. In addition to this, a working Credit Risk Forum convenes monthly which is comprised of all the company
executives. An internal control committee (ICC) convenes three times a year and is the key committee concerning the
management of operational risk and the permanent control set up in the company.
The Chief Risk Officer (CRO) is mandated by the board to manage the risk and reports directly to the independent group risk
function of BNPP. The CRO sets out the credit risk framework appetite and tolerance levels for the company on an annual
basis which is formally approved by the risk sub-board committee and the RCS Group risk function.
The RCS Group credit risk policy is independently validated and complies with the overarching RCS Group Risk Policy. The
mitigation of risks is assured with a number of policies and procedures which are implemented and regularly controlled.
A full operational risk and control framework has been implemented in line with BNPP PF methodology including the
inclusion of specific risks relating to the local environment. A comprehensive first line of defence has been implemented
in all key areas of the business, with the ORC team (operational risk and control) and internal audit forming the second
line of defence. The third line of defence is assured by the central BNP Paribas Group function IG (Inspection Generale).
Key areas of focus during the reporting period
Credit risk appetite levels are tracked monthly with detailed key performance indicators with triggers in place. Alerts are
immediately triggered if risk thresholds are breached which must result in the immediate implementation of mitigation
plans. An annual review of the major enterprise risks is performed, and these together with the mitigation plans are
formally approved by the audit and control sub-board committee. Credit risk appetite thresholds are reviewed annually
with formal board approval assured.
ACTIONS TAKEN TO MONITOR THE EFFECTIVENESS OF RISK MANAGEMENTClose scrutiny and oversight is applied to the effectiveness of the risk management framework that is in place, through
governing committees, independent management by risk and group entities together with a strong enterprise risk culture
developed throughout the business.
Key areas of future focus
Continued maturity of the risk management framework ensuring continued alignment of decisions made with clear
reference to risk appetite limits
CREDIT RISK GOVERNANCE REPORT
OVERVIEW The Information Technology department’s primary objective is to manage IT-related risks, disaster recovery plans and any
significant IT initiatives while providing business resilience.
In order to achieve this the department provides support for existing platforms and delivers new technology to foster a robust
and sustainable environment for business growth while mitigating associated risks.
This is done in accordance with:
• BNPP Technology Policy;
• The RCS Group Software Development Policy;
• The RCS Group Information Security and User Access Management Policies; and
• The RCS Group Security Incident Response Plan (SIRP).
CONTINUAL MONITORING OF SECURITY OF INFORMATION• Event logs recording network activities, exceptions, faults and information security events, are produced, archived and
regularly reviewed;
• Logging facilities and log information is protected against tampering and unauthorised access;
• System administrator activities are logged, and the logs are protected and regularly reviewed; and
• The clocks of all relevant information processing systems within the RCS Group or security domain is synchronised to a
single-reference time source.
The above requirements are in line with the RCS Group Information Security Policy and principles of logging and monitoring
of information events.
PROACTIVE MONITORING OF INTELLIGENCE TO IDENTIFY AND RESPOND TO INCIDENTS, INCLUDING CYBER-ATTACKS SIRP motivates for security and business teams to integrate their efforts from the perspective of process, remediation
guidelines, contact information, escalation, awareness and communication in times of crisis.
DISPOSAL OF OBSOLETE TECHNOLOGY AND INFORMATION ENVIRONMENTAL IMPACT AND INFORMATION SECURITY• Electronic equipment is disposed of by an approved e-waste organisation; and
• Hard drives are removed and holes are drilled through the drive to render it unusable.
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TECHNOLOGY AND INFORMATION GOVERNANCE REPORT
ETHICAL AND RESPONSIBLE USE OF TECHNOLOGY AND INFORMATIONThe RCS Group Acceptable Use Policy outlines the acceptable use of computer equipment. Inappropriate use exposes the RCS
Group to risks including virus attacks and the compromise of network systems and services. The purpose of the Acceptable
Use Policy is not to impose restrictions that contradicts the RCS Group’s established culture of openness, trust and integrity,
but to protect employees, partners and the organisation from security matters relating to information and the adverse actions
by individuals, either knowingly or unknowingly. It is the responsibility of every computer user to follow these guidelines and
to use equipment and software accordingly.
LEVERAGING INFORMATION TO SUSTAIN AND ENHANCE THE ORGANISATION’S INTELLECTUAL CAPITALThe overall goals for information sustainability are as follows, but are not limited to:
• Establishing controls for protecting the RCS Group’s information and information systems against theft, abuse and
other forms of harm and loss;
• Motivating administrators and employees to take responsibility for and ownership of their knowledge about information
security, in order to minimise the risk of security incidents;
• Ensuring that the RCS Group is capable of continuing their services even if major incidents occur;
• Ensuring the protection of personal data (privacy);
• Ensuring the availability and reliability of the network infrastructure and the services supplied and operated by the
RCS Group;
• Conforming to principles and methods from industry standards for information management: SANS, NIST, COBIT,
OWASP, TOGAF;
• Ensuring that vendors and strategic partners comply with the RCS Group’s information security needs and requirements; and
• Ensuring flexibility and an adequate level of security for accessing information systems remotely.
The above is in line with the RCS Group Information Security and Business Continuity Policies.
INFORMATION ARCHITECTURE THAT SUPPORTS CONFIDENTIALITY, INTEGRITY AND AVAILABILITY OF INFORMATIONThe RCS Group’s information security strategy is to safeguard the confidentiality, integrity and availability of information
systems to ensure that legislative, operational and contractual requirements are fulfilled that aligns with the RCS Group’s
business mandate.
Confidentiality:
• To ensure that information is not accessible or disclosed to unauthorised individuals, entities, or processes.
Integrity:
• To ensure the safeguarding of the accuracy and completeness of information assets.
Availability:
• To ensure accessibility and use upon demand of information by an authorised entity.
MANAGEMENT OF TECHNOLOGYThe Information Technology department aims to deliver a technology architecture that enables the achievement of operational
and strategic objectives in line with the RCS Group’s core purpose while effectively and efficiently mitigating associated risks.
COMPLIANCE WITH RELEVANT LAWS• All relevant legislative, regulatory, contractual requirements and the RCS Group’s approach to meet these requirements is
explicitly identified, documented and kept up to date where relevant;
• Appropriate procedures are implemented to ensure compliance with legislative, regulatory and contractual requirements
related to intellectual property rights and use of proprietary software products;
• Records are protected from loss, destruction, falsification, unauthorised access and unauthorised release, in accordance
with legislative, regulatory, contractual and business requirements; and
• Privacy and protection of personally identifiable information is ensured as required in relevant legislation and regulation
where applicable.
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TECHNOLOGY AND INFORMATION GOVERNANCE REPORT (continued)
TECHNOLOGY AND INFORMATION GOVERNANCE REPORT (continued)
|35| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
OVERVIEWThe RCS Group has a dedicated compliance department. The Compliance department has an independent and management
reporting line to the BNPP PF compliance function and another reporting link to the Chief Executive Officer. The Compliance
Committee is a sub-committee of the Board Audit and Risk Committee, which reports directly to the board of directors of the
RCS Group.
Key areas of focus during the reporting period
The RCS Group is committed to cultivating a ‘best in class’ compliance culture, with specific focus on legislative and regulatory
requirements, as well as ensuring effective and timeous compliance with pertinent new regulations, such as the Amended
Credit Life Regulations, Financial Sector Regulatory Act including the Treating Customers Fairly Outcomes and Protection of
Personal Information Act.
ACTIONS TAKEN TO MONITOR THE EFFECTIVENESS OF COMPLIANCE MANAGEMENTThe RCS Group has implemented a Compliance Control Framework in terms of which, samples are taken and control
testing is performed. In the event that any weaknesses in the Control Framework are identified, an action plan with
corrective measures will be implemented. Monitoring of such action plans is reported to management through the
established governance structures.
Key areas of future focus
We continue to entrench our ‘best in class’ compliance culture, and focus on implementing the relevant legislative and
regulatory changes.
MATERIAL OR REPEATED REGULATORY PENALTIESThe RCS Group incurred no penalties, nor have any sanctions or fines been levied against the RCS Group, or any members of
its governing body, in the year ended 31 December 2017.
MONITORING AND COMPLIANCE INSPECTIONS BY ENVIRONMENTAL REGULATORSThe RCS Group has established a Corporate Social Responsibility Committee, with one of the key focus areas being the
monitoring of environmental matters. The RCS Group was not subject to any inspections by environmental regulators in the
year ended 31 December 2017.
COMPLIANCE GOVERNANCE REPORT
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Remuneration consultants
The RCS Group uses external remuneration consultants who conduct a number of benchmarking exercises during the year, in
order to measure job grades accurately and assist in establishing the correct market benchmarks.
The Remuneration Committee has assessed the external consultant and considers the external consultant to be independent
and objective.
Remuneration policy
The Remuneration Committee has reviewed the Policy and consider it to be appropriate and to meet its stated objectives.
OVERVIEW OF THE REMUNERATION POLICYObjectives
The objectives of the Policy are to provide a guiding framework for remuneration that:
• Supports the RCS Group’s business strategy;
• Attracts high calibre, competent people who are aligned with the RCS Group’s values;
• Motivates key talent to support the long-term business strategy;
• Retains key employees;
• Encourages optimal performance;
• Promotes positive outcomes; and
• Promotes an ethical culture and responsible corporate citizenship.
The RCS Group’s remuneration structures are designed to promote the King IV’s “Fair and Responsible” remuneration
principle. The RCS Group has adopted the suggestions contained in the Institute of Directors Southern Africa’s position paper
on Fair and Responsible Remuneration.
Elements and design principles of remuneration
The main component of remuneration is the guaranteed remuneration package. All variable compensation components are
based on performance and the achievement of individual, team and company targets. Remuneration consists of a guaranteed
package, short-term incentives, long-term incentives, sales incentives and the All Stars recognition program, and is available
to employees dependent of position.
OVERVIEW OF THE REMUNERATION COMMITTEE REPORTThe remuneration report sets out the RCS Group’s Remuneration Policy (the ‘Policy’) and its implementation during the
financial year.
The RCS Group’s remuneration philosophy is guided by the group’s remuneration principles:
• Alignment with business strategy – remuneration must be performance-driven and contribute to the achievement of the RCS
Group’s business objectives;
• Supporting the people strategy – remuneration must support the critical human resources objectives of attracting, motivating
and retaining a high potential workforce;
• Mix of rewards – remuneration will provide a holistic mix of rewards that achieve different objectives. The guaranteed
component of the mix is designed to take into account internal and external equity and to reward individuals fairly, based on
market information and their individual performance, while the variable component is designed to drive performance over
the short-term and long-term;
• Consistency – remuneration must drive a level of consistent design across the RCS Group, and strive to achieve a reasonable
level of internal equity for job categories. The principle of consistency should not impede on the need for differentiation
where appropriate but does indicate that unfair or discriminatory remuneration practices are not accepted;
• Competitiveness – practices must ensure that remuneration levels are competitive and relative to the market, in order to
ensure that the organisation attracts and motivates talent and skills;
• Flexibility – the RCS Group acknowledges the need for a degree of customisation across operating businesses within the
overarching policy framework. Specific design parameters will be acknowledged as flexible parameters to ensure approaches
which are tailored appropriately for different business units;
• Cost control – the RCS Group’s remuneration policy assists in controlling costs within the organisation by ensuring that
employees’ packages are compared to appropriate benchmarks as well as limiting the organisation’s exposure to costs which
are beyond its control; and
• Governance – the RCS Group acknowledges the importance of corporate governance and commits to adopting the principles
of good governance in the fulfilment of reward activities and provides a framework which is clearly articulated and available
to all employees.
Key areas of focus during the reporting period
The RCS Group’s key area of focus in the year under review has been to align remuneration practices with market benchmarks,
introduce incentive structures that encourage and reward performance in a transparent manner, and to align the RCS Group’s
remune-ration practices with the requirements of the sole shareholder, BNPP. The RCS Group’s remuneration policy has
remained materially unchanged in the year under review.
Key areas of future focus
The RCS Group will continue to focus on flexibility in remuneration and mix of rewards in the forthcoming year to align with
global trends in remuneration practices.
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REMUNERATION COMMITTEE REPORT
REMUNERATION COMMITTEE REPORT (continued)
All Stars recognition program
The RCS Group recognises the importance of rewarding employees for behaviours that deliver on the RCS Group’s vision
and values as well as consistent performance output. Under the All Stars recognition programme three types of rewards
are granted:
• Spotlight awards recognise and reward immediate actions of employees who are contributing to the organisations overall
goals and values;
• BeamTeam awards recognise teams that show extraordinary behaviour and the RCS Group’s targets in terms of quality,
productivity and adherence; and
• Topstar awards recognise top performance annually on an individual and team basis.
Sales incentive program
The sales incentive scheme is offered to sales and telemarketing employees based on attainment of sales targets.
Sales incentives are reviewed regularly by management in order to incentivise behaviour that is consistent with the
RCS Group’s values.
Collection commission scheme
The collection commission scheme is offered to early stage collection staff on attainment of collection targets.
The collection commission scheme considers quality control review scores and is reviewed regularly by management in
order to incentivise behaviour that is consistent with the RCS Group’s values.
Payments on termination of employment, sign-on, retention and restraint of trade payments
The RCS Group does not make payments on termination of employment or for restraint of trade. The RCS Group’s policies
allow for sign-on and retention bonuses to be paid under certain circumstances. Sign-on and retention bonuses are subject
to approval of the RCS Group’s Remuneration Committee.
OVERVIEW OF THE REMUNERATION POLICY (CONTINUED) Guaranteed package
All employees receive a guaranteed package that forms the core element of remuneration reflecting the employee’s role and
position within the RCS Group and is payable for doing the expected day-to-day job. The guaranteed package forms the basis
of a company’s ability to attract and retain the required skills and is intended to reward competence, experience, qualification
level, as well as the level of involvement in assigned tasks.
In addition, the employees have access to the following benefits:
• Leave;
• Retirement funding;
• Healthcare;
• Disability cover;
• Serious illness cover;
• Death cover;
• Financial wellness programme;
• Employee assistance programme; and
• Education assistance programme.
Long-term incentives
The cash settled, long-term incentive programme is open to senior management and executive employees. The long-term
incentive scheme is designed for employees to grow the business and to support the long-term retention of these employees.
The long-term incentive is based on the growth in the profit after tax for all allocations prior to 1 January 2017 and on profit
after tax adjusted to the targeted capital structure of the business for all allocations made after 1 January 2017.
Long-term incentives allocated to executives include a CPI* inflation hurdle rate where payouts of long-term incentives are
deferred if the profit after tax does not exceed CPI inflation.
Short-term incentive
The cash-settled, short-term incentive is a discretionary programme, open to all employees in the RCS Group. The short-
term incentive scheme is designed to improve business performance and to allow employees to share in the success of
the business.
This plan is linked to the RCS Group’s profitability targets and is applied as a factor of the employees’ guaranteed
remuneration. Short-term incentives are generally paid in April, based on the profitability in the financial year.
* CPI stands for Consumer Price Index and is a comprehensive measure used for estimation of price changes in a basket of goods and services representative of consumption
expenditure in an economy.
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REMUNERATION COMMITTEE REPORT (continued)
REMUNERATION COMMITTEE REPORT (continued)
Non-executive directors’ remuneration
Total non-executive directors’ remuneration for the year ended 31 December 2017:
IMPLEMENTATION REPORT
Executive remuneration
Total remuneration of executive management for the year ended 31 December 2017:
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Remuneration Provident fund contributions
Total
R'000 R'000 R'000
Executive directors for services, as employees, to subsidiary companies
RF Adams 5 079 340 5 419
CP De Wit 2 856 215 3 071
Total remuneration of executive management for the year ended 31 December 2016:
Remuneration Provident fund contributions
Total
R'000 R'000 R'000
Executive directors for services, as employees, to subsidiary companies:
RF Adams 3 434 268 3 702
CP De Wit 540 84 624
SW van der Merwe 5 257 240 5 497
JJ Snyman 2 747 150 2 897
OPM Renard 3 861 - 3 861
Remuneration Provident fund contributions
Total
R'000 R'000 R'000
Non-executive directors for services, as directors, to subsidiary companies:
SW van der Merwe 21 553* 220 21 773
E Oblowitz (Independent) 431 - 431
Total non-executive directors' remuneration for the year ended 31 December 2016:
Remuneration Provident fund contributions
Total
R'000 R'000 R'000
Non-executive directors for services, as directors, to subsidiary companies:
SW van der Merwe 1 121 176 1 297
E Oblowitz (Independent) 369 - 369
* This includes an amount of R19.98 million paid in terms of the long-term incentive programme accrued to SW van der Merwe when he was an executive director.
Payments made on termination of office and deviations from the remuneration policy
No payments on termination of office and no deviations from the remuneration policy have been made during the current or
prior financial year.
REMUNERATION COMMITTEE REPORT (continued)
REMUNERATION COMMITTEE REPORT (continued)
KING IV PRINCIPLE OUTLINE KING IV PRINCIPLE OUTLINE (continued)
The table below provides a summary and guidance to the RCS Group’s (the “Group”) application of the King IV principles,
with references to where these are addressed in the Supplementary Information to the Group Consolidated Annual
Financial Statements 2017.
KING IV Principle Company Explanation
PRINCIPLE 1 : The governing body should lead ethically and effectively.
The Board of the RCS Group (“the Board”) is fully committed to attaining and sustaining the highest standards of corporate governance. The Board is dedicated to continuously fostering a corporate culture that emphasises good corporate governance. For more information regarding the ethical leadership of the Board refer to pages 24, 28 and 30.
PRINCIPLE 2 : The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.
The Board with steer from BNPP determines and sets the tone of the Group, including the principles of ethical business practice. For more information regarding the Group’s ethical practices refer to pages 24, 28 and 30 in the Social and Ethics Report.
PRINCIPLE 3: The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.
A Social and Ethics Committee exists, which reports to the Board. The committee reflects the Group’s commitment to ethical corporate citizenship and the management of stakeholder relationships. For more information regarding the Group’s corporate social responsibility initiatives refer to pages 24-30 in the Social and Ethics Report.
PRINCIPLE 4: The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.
A strategy session is held annually where the Board is present. Risk management is monitored by the Board Audit and Risk Committee (“BARC”)and the Credit Risk Committee. The Operational Risk Management process ensures that all risks in each area of the business are covered and monitored.
The short, medium and long-term strategy for the Group has been delegated to management and is approved by the Board. The Board ensures the strategy is in line with the Group’s sustainable development plan and the core values of the business. The Board and management are held accountable to monitor the progress of the business and planned initiatives to ensure the strategy is achieved.
KING IV Principle Company Explanation
PRINCIPLE 5: The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance and its short, medium and long-term prospects
The BARC ensures that the Consolidated Annual Financial Statements including the supplementary information, as well as any other information used for external reporting, include financial information of the highest quality and integrity.
In the execution of its duties, the BARC recommends the appointment of the external auditors and is responsible for establishing the terms of engagement as well as monitoring the services provided by the external auditors for both audit and non-audit services. The BARC also assesses the effectiveness of the external auditor’s progress against, and fulfilment of the agreed audit plan, including any variation from the plan, and provides oversight to the external audit process.
PRINCIPLE 6: The governing body should serve as the focal point and custodian of the corporate governance in the organisation
The Terms of Reference has been approved and adopted by the Board and the Board sub-committees. Although certain functions are delegated to committees, these committees do not have the power to approve but rather to recommend to the Board. Unless expressly granted the authority to approve by the Board or by law. For more information regarding the roles and responsibilities of the Board, refer to pages 16 and 19 in the Board Committees section of the supplementary information.
PRINCIPLE 7: The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively
The composition of the board is regulated by the shareholder in terms of the Company’s Memorandum of Incorporation and is deemed to be adequate and appropriate. The Board Charter will emphasise the responsibility of the Board and ensure that applicable principles are implemented and a high level of compliance is maintained. For more information regarding the board of directors refer to pages 6-15 of the supplementary information.
PRINCIPLE 8: Committees of the governing body
Terms of Reference in respect of each Board sub-committee have been approved and adopted. The Terms of reference for each committee outline the roles and responsibilities and are deemed adequate and appropriate. The Terms of Reference for each committee assessed annually. For more information regarding the Board sub-committees refer to pages 19-23 and 53-54.
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KING IV PRINCIPLE OUTLINE (continued) KING IV PRINCIPLE OUTLINE
KING4 Principle Company Explanation
PRINCIPLE 9: The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.
On an annual basis, formal assessments are conducted on the effectiveness of the Board and the Board sub-committees. Each board member is given a confidential questionnaire to complete regarding the effectiveness of the Board and the Board sub-committees. The results of the questionnaires is reviewed by the Company Secretary who identifies any improvement areas that the Board needs to consider and communicates this to them in the upcoming board meetings. For more information regarding the performance evaluations of the Board, refer to page 16.
PRINCIPLE 10: The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and effective exercise of authority and responsibilities.
For more information on the delegation of responsibilities to management and corporate governance services to the Company Secretary please refer to page 16-17. The CEO succession plan and notice period has been disclosed on page 14.
PRINCIPLE 11: The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives.
The Board assumes the responsibility for the governance of risk. The BARC and the Credit Risk Committee will assist the Board by providing an objective and independent review on the Group’s finance, accounting, control mechanisms and risk governance framework. For more information regarding risk governance refer to page 32.
PRINCIPLE 12: The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives.
The Board understands the importance, relevance and inherent risks in IT governance and is responsible for such risks. The BARC fulfils an oversight role regarding IT risks and governance. The broader IT portfolio is included in the Board’s agenda. IT is aligned and forms an integral part of the performance objectives of the Group. The focus is created through the ICT Security and Risk Office, who is responsible for information security, ICT Risk management and ICT audits. For more information regarding technology and information governance, refer to pages 33-35.
KING4 Principle Company Explanation
PRINCIPLE 13: The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that it supports the organisation being ethical and a good corporate citizen.
The directors fully understand the appropriate applicable laws, rules and regulations and how compliance risk affects the reputation of the Group. Compliance is an identified risk and is addressed as an agenda item at each Board meeting, thereby positioning the Board to adapt to changes in the regulatory environment. For more information on compliance governance refer to page 37. For more information on the corporate social responsibility initiatives and the Group’s ethical practices refer to pages 24-30.
PRINCIPLE 14: The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long-term.
The Remuneration policy has been approved by the Board. Refer to the Remuneration Committee Report on pages 38-43.
PRINCIPLE 15: The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for the internal decision making and of the organisation’s external reports.
The BARC ensures the combined assurance model being assurance coverage obtained from management, internal assurance providers and external assurance providers is applied to provide a coordinated approach with regard to risk management and reports to the Board. For more information refer to the Board Audit and Risk Committee Report on pages 53-54.
PRINCIPLE 16: In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.
The Terms of Reference for the Social and Ethics Committee set out the roles and responsibilities of the committee for managing stakeholder relationships. These roles and responsibilities are deemed adequate and appropriate. For more information regarding stakeholder governance refer to the Social and Ethics Report on pages 24-30.
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|47| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
Directors’ responsibility statement and company secretary statement 50
Directors’ report 51
Board audit and risk committee report 53
Independent auditor’s report 55
Consolidated statement of financial position 61
Consolidated statement of profit and loss 62
Consolidated statement of other comprehensive income 63
Consolidated statement of changes in equity 64
Consolidated statement of cash flows 65
Accounting policies 67
New standards and interpretations 78
Notes to the consolidated financial statements 82
These financial statements have been prepared under the supervision of the Executive: Finance: M Hoffmann Chartered Accountant (SA). These financial statements represent the financial information of the RCS Group and have been audited in compliance with section 30 of the Companies Act of South Africa.
CONTENTS
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |51||50| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors are responsible for the preparation and fair presentation of the consolidated financial statements of BNP Paribas
Personal Finance South Africa Limited, its subsidiaries and its associates (hereafter referred to as the “RCS Group”), comprising
the consolidated statement of financial position as at 31 December 2017, and the consolidated profit and loss, statement of
other comprehensive income, consolidated changes in equity and cash flows for the year then ended, and the notes to the
consolidated financial statements, which include a summary of significant accounting policies and other explanatory notes,
in accordance with International Financial Reporting Standards (“IFRS”) and the requirements of the Companies Act of South
Africa. In addition, the directors are responsible for preparing the directors’ report.
The directors are responsible for such internal control as the directors determine necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining
adequate accounting records and an effective system of risk management.
The directors have made an assessment of the ability of the RCS Group to continue as a going concern and have no reason to
believe that the businesses will not be a going concern in the year ahead.
The auditor is responsible for reporting on whether the consolidated financial statements are fairly presented in accordance
with the applicable IFRS and the Companies Act.
APPROVAL OF THE FINANCIAL STATEMENTSThe consolidated financial statements of the RCS Group, as identified in the first paragraph, were approved by the board of
directors on 20 March 2018 and were signed by:
CP De Wit
Chief Financial Officer
COMPANY SECRETARY STATEMENTI hereby confirm, in my capacity as company secretary of BNP Paribas Personal Finance South Africa Limited, that for the year
ended 31 December 2017, the company has filed all required returns and notices in terms of the Companies Act, 2008 and that
all such returns and notices are, to the best of my knowledge and belief true, correct and up to date.
GS Harker
Company Secretary
20 March 2018
DIRECTORS’ REPORT
The directors have pleasure in presenting their report for the year ended 31 December 2017:
1. BUSINESS ACTIVITIESThe RCS Group is an operationally independent consumer finance business that provides a broad range of financial
services under its own brand and in association with a number of retail entities in South Africa, Namibia and Botswana.
The Cards business unit offers various utility card products through participating merchant outlets, while the Loan
business unit offers individuals unsecured loans and insurance products (for more detail on these segments refer to
note 3 of the consolidated financial statements).
2. SUBSIDIARY COMPANIESThe RCS Group constitutes BNP Paribas Personal Finance South Africa Limited (registration number: 2000/017884/06)
and its subsidiaries, RCS Botswana Proprietary Limited, RCS Cards Proprietary Limited, RCS Collections Proprietary
Limited, RCS Home Loans Proprietary Limited and RCS Investment Holdings Namibia Proprietary Limited (for more
detail on these subsidiaries refer to note 25 of the consolidated financial statements).
The financial statements for BNP Paribas Personal Finance South Africa Limited are presented in a separate set of
financial statements.
3. GENERAL REVIEW OF OPERATIONSThe results for the year ended 31 December 2017 are described in the accompanying consolidated financial statements.
4. COMPLIANCERCS Cards Proprietary Limited is a registered credit provider (NCR registration number NCRCP 38) and a registered
service provider with the Financial Services Board (FSB registration number 44481).
5. CORPORATE GOVERNANCEThe board of directors endorse the Code of Corporate Practices and Conduct as required by King IV. For the financial
year ended 31 December 2017, the directors are satisfied that the RCS Group applies King IV. The board of directors
comprises only one independent non-executive director, and the chairman of the board of directors is a non-executive
director, the board of directors is, however, satisfied that the independence principle contained in King IV is applied
given the following factors:
• BNP Paribas Personal Finance South Africa Limited is a wholly owned subsidiary of the multi-national banking and
financial services group, BNP Paribas Société Anonyme, a company listed on the Paris Stock Exchange;
• The majority non-executive directors are senior executives of the shareholder appointed by it;
• The independent non-executive director also serves as the Audit and Risk Committee chairman and Chairman of the
Social and Ethics Committee; and
• BNP Paribas Personal Finance South Africa Limited has limited executive directors.
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |53||52| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
6. EVENTS AFTER THE REPORTING PERIODA distribution to the shareholder amounting to R200 million was declared after the date of the reporting period but
before the financial statements were authorised for issue (31 December 2016: R450 million).
The directors are not aware of any other matters or circumstances arising between the end of the financial year and the
date of approval of these financial statements that may materially affect the amounts and disclosure contained in the
financial statements.
DIRECTORS’ REPORT (continued)
7. DIRECTORSThe directors in office at the date of this report are:
8. COMPANY SECRETARYThe company secretary at the date of this report is GS Harker.
9. BUSINESS/REGISTERED ADDRESSBusiness address Postal address
RCS Building PO Box 6523
Golf Park Parow East
Raapenberg Road Cape Town
Mowbray 7501
7700
10. HOLDING COMPANYThe RCS Group’s immediate holding company is BNP Paribas Personal Finance Société Anonyme. The ultimate shareholder is
BNP Paribas Société Anonyme, incorporated in France and listed on the Paris Stock Exchange.
11. AUDITORSThe independent auditing firm Deloitte & Touche was provided unrestricted access to all financial records and related data,
including minutes of all meetings of shareholders, the board of directors and committees of the board, and has audited the
financial statements. The directors believe that all representations made to the independent auditors during their audit were
valid and appropriate. Deloitte & Touche’s audit report is presented on pages 55-59.
Executive directors
RF Adams (Chief Executive Officer) South African
CP De Wit (Chief Financial Officer) South African
Non-executive directors
ACPM van Groenendael Belgian
BPS Cavelier French
I Perret-Noto French
VSK Khandelwal Indian
SW van der Merwe South African
E Oblowitz (Independent) South African
The RCS Board Audit and Risk Committee is an independent statutory committee appointed by the board of directors in terms
of the Companies Act of South Africa (“the Act”). The committee comprises of one independent non-executive director, who is
also the chairman of the Board Audit and Risk Committee, and two non-executive directors. The board audit committee met
three times during the year ended 31 December 2017. In addition, the chairman of the board audit committee held various
meetings with representatives from the internal and external auditors during the year under review.
The committee’s responsibilities include statutory duties in terms of the Act. The committee also applies the applicable
principles of the King IV Report on Corporate Governance for South Africa. The committee’s terms of reference are determined
by a board-approved charter. The committee conducted its affairs in compliance with, and discharged its responsibilities in
terms of, its charter for the year ended 31 December 2017.
The committee performed, inter alia, the following duties during the year under review:
• Satisfied itself that the external auditor is independent of the company, as set out in section 94(9) of the Act;
• Assessed the policy and controls that addresses the provision of non-audit services by the external auditor, and the nature
and extent of such services rendered during the financial year under review;
• Determine the tenure of the external audit firm and, in the event of the firm having been involved in a merger or acquisition,
including the tenure of the predecessor firm;
• Obtained confirmation regarding the rotation of the designated external audit partner and assessed the appropriateness of
the appointment of Michael van Wyk as the designated external audit partner;
• Evaluated significant changes in the management of the organisation during the external audit firm’s tenure which may
mitigate the attendant risk of familiarity between the external auditor and management;
• In consultation with executive management, agreed to the terms, audit plan and budgeted fees for the 31 December 2017
financial year;
• Approved the nature and extent of non-audit services that the external auditor may provide;
• Satisfied itself, based on the information and explanations supplied by management and obtained through discussions with
the independent external auditor and internal auditors, that the system of internal financial controls is effective and forms a
basis for the preparation of reliable financial statements;
• Reviewed the accounting policies and the consolidated audited financial statements for the year ended 31 December 2017
and, based on the information provided to the committee, considers that the RCS Group complies, in all material respects,
with the requirements of the Act and IFRS;
• Reviewed the audit report of the external auditor that includes the key audit matters;
• Assessed significant matters in relation to the annual financial statements, ensured that these were adequately and
appropriately addressed;
• Assessed that the company’s internal audit function in terms of independence, resources and authority to enable it to
effectively discharge its duties;
• Approved the internal audit plan as well as any amendments thereto;
• Met with the external and internal auditors, separately and together, without management being present;
BOARD AUDIT AND RISK COMMITTEE REPORT
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |55||54| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
• Evaluated the quality of the external audit, with reference to audit quality indicators such as those that may be included in
inspection reports issued by external audit regulator;
• Satisfied itself that the RCS Group financial director and the finance function has appropriate expertise, experience and
competence;
• Considered as part of the approval of the audited annual financial statements any accounting treatments, significant unusual
transactions, or accounting estimates and judgements that could be contentious; and
• Reviewed management’s assessment of going concern and sustainability and made a recommendation to the board that the
going concern concept is appropriate and that it be adopted by the RCS Group.
E Oblowitz
Board Audit and Risk Committee Chairman
20 March 2018
BOARD AUDIT AND RISK COMMITTEE REPORT(continued)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTSTo the shareholder of BNP Paribas Personal Finance South Africa Limited:
OPINIONWe have audited the consolidated financial statements of BNP Paribas Personal Finance South Africa Limited (the “Group”) set
out on pages 61–114, which comprise the statement of financial position as at 31 December 2017, and the income statement
and statement of other comprehensive income, the statement of changes in equity and the statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position
of the Group as at 31 December 2017, and its consolidated financial performance and consolidated cash flows for the year
then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of
South Africa.
BASIS FOR OPINIONWe conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial
Statements section of our report. We are independent of the Group in accordance with the Independent Regulatory Board for
Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable
to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance
with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa.
The IRBA Code is consistent with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (Parts A and B). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
INDEPENDENT AUDITOR’S REPORT
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |57||56| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
KEY AUDIT MATTERSKey audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. This matter was addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on this matter. The key audit matter applies to the consolidated financial statements and there is no key audit matter for the
separate financial statements.
INDEPENDENT AUDITOR’S REPORT (continued)
Key Audit Matter How the matter was addressed in the audit
Impairment of card and loan receivables
Card and loan receivables, after providing for impairment,
accounts for more than 87% of the assets of the Group.
These receivables are unsecured and generally provided
to customers with higher levels of default compared to the
more traditional and often secured loans provided by the
banking industry. Due to the complexity of the impairment
calculation and the subjectivity of the assumptions used, it
is considered a key audit matter.
As disclosed in notes 1.4, 5 and 29, the Group use specialists
to assist with inherently subjective impairment assessments
of these receivables through complex modelling (using
the Markov model) of expected future cash receipts from
customers, also considering evidence not yet evident in the
mathematical models, to inform their judgement of the final
impairment amount recorded.
In evaluating the impairment of the card and loan
receivables we reviewed the calculation model prepared by
the directors and performed various procedures, including
the following:
• Obtained an understanding of the various assumptions
used, the impairment modelling, and data management
processes, systems and methodologies.
• Testing the required credit and collections data the
impairment model relies on.
• Using credit and modelling specialists to develop our own
impairment model.
• Our specialists independently calculated the key
assumptions of roll rates, probability of default and loss
given default based on IAS 39: Financial Instruments:
Recognition and Measurement, standard market practices
through benchmarking and current year changes in the
underlying credit and collections data which would
impact assumptions used in the prior year.
• Assessing the Group’s adjustments to model outcomes for
reasonability by evaluating it against the requirements
of IAS 39, historical trend data and independent macro-
economic data published, as appropriate.
• Considering the adequacy of impairment disclosure in the
financial statements.
The model and assumptions used, including the impairment
disclosures, is appropriate.
INDEPENDENT AUDITOR’S REPORT (continued)
OTHER INFORMATIONThe directors are responsible for the other information. The other information comprises the Directors’ Report, the Board
Audit and Risk Committee’s Report and the Company Secretary’s Statement as required by the Companies Act of South
Africa, which we obtained prior to the date of this report. The other information does not include the consolidated financial
statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements do not cover the other information and we do not express an audit
opinion or any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such
internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTSOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 ISAs 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 consolidated financial statements.
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |59||58| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
INDEPENDENT AUDITOR’S REPORT (continued)
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit 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 Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors’ 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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated 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 auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Board Audit and Risk Committee 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.
We also provide the Board Audit and Risk Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
INDEPENDENT AUDITOR’S REPORT (continued)
From the matters communicated with the Board Audit and Risk Committee, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Deloitte &
Touche has been the auditor of BNP Paribas Personal Finance South Africa Limited for 2 years.
Deloitte & Touche
Registered Auditor
Per: Michael van Wyk
Partner
20 March 2018
|59| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |61|
31 December 31 December 2017 2016
Notes
R’000
R’000
ASSETS
Cash and cash equivalents 4 527 674 553 623
Card and loan receivables 5 7 534 475 6 277 260
Other receivables 6 31 070 25 651
Financial asset at fair value through profit and loss 7 116 422 96 535
Taxation 116 420 69 699
Deferred taxation 8 109 270 177 424
Property and equipment 9 52 643 62 412
Intangible assets 10 47 062 25 206
Goodwill 11 56 855 56 855
Total assets 8 591 891 7 344 665
EQUITY
Stated capital 13 1 936 636 2 386 636
Accumulated profit 553 304 149 812
Foreign currency translation reserve 14 2 888 4 031
Total equity 2 492 828 2 540 479
LIABILITIES
Trade and other payables 15 419 069 479 019
Funding 16 5 679 994 4 325 167
Total liabilities 6 099 063 4 804 186
Total equity and liabilities 8 591 891 7 344 665
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |63||62| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
31 December 31 December
2017
2016
Notes ’000 R’000
Interest earned 18 1 537 967 1 471 362
Interest expense (407 954) (361 369)
Net interest income 1 130 013 1 109 993
Other income 19 886 252 789 506
Transaction fee expense (109 703) (88 350)
Net trading income 1 906 562 1 811 149
Operating costs (862 822) (765 538)
Cost of risk 20 (521 635) (524 902)
Profit before taxation 21 522 105 520 709
Taxation 22 (118 613) (144 456)
Profit for the year 403 492 376 253
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
for the year ended 31 December 2017
31 December 31 December 2017 2016
Note R’000
R’000
Profit for the year 403 492 376 253
Other comprehensive loss, net of taxation
Foreign currency translation differences 14 (1 143) (5 267)
Other comprehensive loss for the year (1 143) (5 267)
Total comprehensive income for the year 402 349 370 986
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |65||64| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR
Stated Foreign Retained Total equity
capital currency income / attributable to translation (accumulated parent reserve loss) R’000 R’000 R’000 R’000
Balance at 1 January 2016 2 636 636 9 298 (226 441) 2 419 493
Total comprehensive income/ (loss) for the year (250 000) (5 267) 376 253 120 986
Profit for the year - - 376 253 376 253
Distribution of capital (250 000) - - (250 000)
Other comprehensive loss - (5 267) - (5 267)
Balance at 31 December 2016 2 386 636 4 031 149 812 2 540 479
Balance at 1 January 2017 2 386 636 4 031 149 812 2 540 479
Total comprehensive income/(loss)
for the year (450 000) (1 143) 403 492 (47 651)
Profit for the year - - 403 492 403 492
Distribution of capital (450 000) - - (450 000)
Other comprehensive loss - (1 143) - (1 143)
Balance at 31 December 2017 1 936 636 2 888 553 304 2 492 828
for the year ended 31 December 2017
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2017
31 December 31 December 2017 2016
Notes R’000 R’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash (utilised in)/generated from operations 23 (786 431) 247 464
Taxation paid 24 (97 180) (213 015)
Net cash (outflow)/inflow from operating activities (883 611) 34 449
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (10 935) (16 645)
Acquisition of intangible assets (35 257) (14 030)
Investment in financial asset (1 000) -
Proceeds from disposal of property and equipment 27 5 164
Net cash outflow from investing activities (47 165) (25 511)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from funding 7 889 653 5 197 867
Repayment of funding (6 534 826) (4 955 100)
Distribution of capital (450 000) (250 000)
Net cash inflow/(outflow) from financing activities 904 827 (7 233)
Net (decrease)/increase in cash and cash equivalents (25 949) 1 705
Cash and cash equivalents at beginning of the year 553 623 551 918
Cash and cash equivalents at end of the year 4 527 674 553 623
|65| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |67|
ACCOUNTING POLICIES
1. PRESENTATION OF FINANCIAL STATEMENTSThe holding company, BNP Paribas Personal Finance South Africa Limited, is a company domiciled in South Africa. The
consolidated financial statements as at, and for the year ended, 31 December 2017 comprise the company and its subsidiaries
(together referred to as the “RCS Group”). The company has foreign subsidiaries operating in Namibia and Botswana.
The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”)
and the requirements of the Companies Act of South Africa. The accounting policies have been consistently applied with those
adopted in the prior financial period.
1.1 BASIS OF PREPARATION
The consolidated financial statements have been prepared on the basis that the RCS Group is a going concern and on the
historical cost basis or the fair value basis, where expressly indicated as such.
The consolidated financial statements were authorised for issue by the board of directors on 20 March 2018.
1.2 FUNCTIONAL AND PRESENTATION CURRENCY
These consolidated financial statements are presented in South African Rands which is BNP Paribas Personal Finance South
Africa Limited’s functional and presentation currency. All amounts have been rounded to the nearest thousand, unless
otherwise indicated.
1.3 BASIS OF CONSOLIDATION
Subsidiaries
The financial statements of subsidiaries are prepared for a consistent reporting period using consistent accounting policies.
Consolidation
The consolidated financial statements incorporated the financial statements of the Company and entities controlled by the
Company and its subsidiaries.
The RCS Group controls an entity when the RCS Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the RCS Group. They are consolidated until the date that control ceases.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with the RCS Group’s accounting policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of
the RCS Group are eliminated in full on consolidation.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |69||68| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
ACCOUNTING POLICIES (continued)
1.3 BASIS OF CONSOLIDATION (CONTINUED)
The RCS Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interest in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a gain on bargain purchase is recognised immediately in the statement of comprehensive income.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
generally are recognised in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the RCS Group incurs in
connection with a business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is
classified as equity, it is not remeasured. Otherwise, subsequent changes in the fair value of the contingent consideration are
recognised in profit or loss.
Loss of control
On the loss of control, the RCS Group derecognises the assets and liabilities of the subsidiary, any non-controlling interest and
the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in
the statement of comprehensive income.
Jointly controlled operations
A jointly controlled operation is a joint arrangement carried on by each operator using its own assets in pursuit of the joint
operations. The consolidated financial statements include the assets that the RCS Group controls and the liabilities that it
incurs in the course of pursuing the joint operation, and the expenses that the RCS Group incurs and its share of the income
that it earns from the joint operation.
1.4 USE OF ESTIMATES AND JUDGEMENTS
The preparation of consolidated financial statements in conformity with IFRS, requires management or directors to make
judgements, estimates and assumptions that may affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates.
for the year ended 31 December 2017
ACCOUNTING POLICIES (continued)
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
Estimates and judgements made in applying the RCS Group’s accounting policies, that potentially have a significant effect
on the amounts recognised in the consolidated financial statements relate to the following:
(a) Card and loan receivables are disclosed net of any accumulated impairment losses and future recoveries. The calculation
of the impairment amount is performed using the internationally recognised Markov model. The Markov model uses
delinquency roll rates on customer balances to determine the inherent bad debt in a receivables book. In addition, in terms
of adopting a conservative approach, management considers evidence not yet evident in the mathematical models, such
as the macro-economic environment and portfolio maturity, to inform their judgement of the required levels of impairment
and whether to add a further layer over and above the statistical model output. The directors believe that the card and loan
receivables balances are being measured fairly. Refer to notes 5 and 29 for further explanation.
(b) The RCS Group reviews goodwill for impairment at least annually or when events or changes in economic circumstances
indicate that impairment may have taken place. Impairment reviews are performed by projecting future cash flows, based
upon budgets and plans and making appropriate assumptions about rates of growth and discounting these using a rate
that takes into account prevailing market interest rates and the risks inherent in the business. If the present value of the
projected cash flows is less than the carrying value of the underlying net assets and goodwill, an impairment charge is
recognised in the statement of comprehensive income. This calculation requires the exercise of significant judgment by
management. If the estimates prove to be incorrect or performance does not meet expectations, which affects the amount
and timing of future cash flows, goodwill may become impaired in future periods. Goodwill is disclosed in note 11.
1.5 SEGMENTAL REPORTING
An operating segment is a component of the RCS Group that engages in business activities from which it may earn revenues and
incur expenses, including revenues and expenses that relate to transactions with any of the RCS Group’s other components. Operating
segments’ operating results are reviewed regularly by the board, identified as the chief operating decision-maker, to make decisions
about resources to be allocated to the segment and assess its performance and for which internal financial information is available.
The operating segments have been split into two main segments, Cards and Loans. To determine what qualifies for these
segments the nature of the product offered and the risk profile of the product is considered.
Segment results that are reported to the board include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period to acquire equipment
and intangible assets. Amounts reported in the RCS Group segmental analysis are measured in accordance with International
Financial Reporting Standards. Inter-segment pricing is determined on an arm’s length basis.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |71||70| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
ACCOUNTING POLICIES (continued)
1.6 FINANCIAL INSTRUMENTS
A financial instrument is recognised when the RCS Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the RCS Group’s contractual rights to the cash flows from the financial assets expire or if the
RCS Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the
asset. Regular way purchases and sales of financial assets are accounted for at trade date, being the date that the RCS Group
commits itself to purchase or sell the asset. Financial liabilities are derecognised if the RCS Group’s obligations specified in the
contract expire or are discharged or cancelled.
Non-derivative financial instruments
Non-derivative financial instruments recognised on the statement of financial position include cash and cash equivalents, card,
loan and other receivables, funding and trade and other payables
Initial measurement
Financial instruments are initially recognised at fair value. For those instruments not measured at fair value through profit or
loss, directly attributable transaction costs are included on initial measurement.
Subsequent to initial recognition, these instruments are measured as set out below:
Cash and cash equivalents
Cash and cash equivalents comprises cash on hand and amounts held on deposit at financial institutions.
Card and loan receivables
Card and loan receivables are classified as loans and other receivables and are measured at amortised cost using the effective
interest method, less accumulated impairment losses. An impairment allowance is made for card and loan receivables which
are estimated to be impaired at the reporting date. This impairment allowance is estimated as discussed in note 1.4.
Other receivables
Other receivables are carried at amortised cost using the effective interest rate method less accumulated impairment losses.
Financial assets measured at fair value through profit and loss
The reinsurance contract issued in cell captive arrangements are classified as financial assets and are designated for
measurement at the fair value with the movement in the fair value being recognised in profit and loss. This is a change from the
prior year where these contracts were accounted for in terms of IFRS 4. In accordance with IAS 8, paragraph 42, no restatement
to comparative amounts have been made as the change is not material.
for the year ended 31 December 2017
ACCOUNTING POLICIES (continued)
Financial liabilities measured at amortised cost
Non-derivative financial liabilities including interest-bearing funding and trade and other payables are recognised at amortised
cost comprising original debt less principal repayments and amortisation.
Offset
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position when the
RCS Group has a legally enforceable right to set off the recognised amounts, and intends either to settle on a net basis, or to
realise the asset and settle the liability simultaneously.
1.7 PROPERTY AND EQUIPMENT
Recognition and measurement
Items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the
functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major
components) of property and equipment.
Gains and losses on disposal of an item of property and equipment are recognised net within “operating costs” in the income
statement.
Subsequent costs
The cost of replacing part of an item of property and equipment is recognised in the carrying amount of the item if it is probable
that the future economic benefits embodied within the part will flow to the RCS Group and its cost can be measured reliably.
The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property and equipment are
recognised in the statement of comprehensive income as incurred.
Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of
property and equipment.
The estimated depreciation rates for the current and comparative periods are as follows:
- Computer hardware 33%
- Furniture and fittings 16% – 20%
- Leasehold property 10%
- Motor vehicles 20%
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |73||72| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
ACCOUNTING POLICIES (continued)
1.7 PROPERTY AND EQUIPMENT (CONTINUED)
Depreciation (continued)
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
Depreciation of an item of property and equipment commences when the item is available for use.
1.8 GOODWILL
Goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not
amortised, but tested annually for impairment and when there is an indication of impairment.
1.9 INTANGIBLE ASSETS
Intangible assets that are acquired by the RCS Group, which have finite useful lives, are measured at cost less accumulated
amortisation and accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the
statement of comprehensive income as incurred.
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated
intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all
of the following have been demonstrated:
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset;
• the ability to measure reliably the expenditure attributable to the intangible asset during its development; and
• the technical feasibility of completing the intangible asset.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date
when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can
be recognised, development expenditure is recognised in the statement of comprehensive income in the period in which it
is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately.
for the year ended 31 December 2017
ACCOUNTING POLICIES (continued)
Client lists
Client lists acquired by the RCS Group are stated at historical cost less accumulated amortisation and impairment losses.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of the client lists. The
annual rate for the amortisation is 20%.
Computer software
Computer software acquired by the RCS Group is stated at historical cost less accumulated amortisation and impairment
losses. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible
assets. The annual rate for the amortisation is 33%.
The above amortisation rates are consistent with the comparative period. Amortisation methods, useful lives and residual values
are reassessed at each reporting date.
1.10 IMPAIRMENT
Non-derivative financial assets
A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine
whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective
evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset,
that can be reliably measured.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its
carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.
Individually significant financial assets are tested for impairment on an individual basis. Those found not
to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified.
Assets that are not individually significant are collectively assessed for impairment by grouping assets with similar credit
risk characteristics.
All impairment losses are recognised in the profit or loss within the impairment of assets line.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was
recognised. For financial assets measured at amortised cost the reversal is recognised in the statement of comprehensive
income.
Non-financial assets
The carrying values of the RCS Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount
is estimated.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |75||74| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
ACCOUNTING POLICIES (continued)
for the year ended 31 December 2017
1.10 IMPAIRMENT (CONTINUED)
Non-financial assets (continued)
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent
from other assets and groups. Impairment losses are recognised in the statement of comprehensive income. Impairment
losses recognised in respect of cash-generating units are allocated first to goodwill and then to reduce the carrying amount
of the other assets in the unit (group of units) on a pro-rata basis. The recoverable amount of an asset or cash-generating unit
is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior
periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss
is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
1.11 STATED CAPITAL AND RESERVES
Stated capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any taxation effects.
Foreign currency translation reserve
Gains and losses arising on translation of the assets, liabilities, income and expenses of foreign operations are recognised
directly in equity as a foreign currency translation reserve.
1.12 DIVIDENDS
Dividends and the related withholdings tax are accounted for in the period when the dividend is declared. Dividends
declared on equity instruments after the reporting date, and the related withholding taxation thereon, are accordingly not
recognised as liabilities at the reporting date.
1.13 INTEREST EARNED
Revenue comprises interest income. Interest is recognised on a time-proportion basis taking account of the principal
outstanding and the effective interest rate over the period to maturity, when it is probable that such income will accrue
to the RCS Group.
ACCOUNTING POLICIES (continued)
for the year ended 31 December 2017
1.14 INTEREST EXPENSE
Interest expense comprises interest which has been incurred on borrowings. All borrowing costs are recognised in profit or loss.
1.15 OTHER INCOME
Club income
Club income is recognised when the magazine is purchased by the customer.
Collection income
Collection income is recognised when charged to the customers account once a collection intervention has taken place on the
outstanding balance.
Net insurance premiums
Insurance premiums are recognised, net of claims, in the statement of comprehensive income when due.
Merchant commission income
Merchant commission income is recognised when the related transaction on which the commission is earned has been concluded.
Service and initiation fee income
Service fee income is recognised when due. Initiation fee income is deferred on a straight line basis.
Dividend received from unlisted investments
The dividend relates to the dividend declared by the insurance cell captive and is recognised when declared.
1.16 OPERATING LEASE
Leases where the lessor retains the risks and rewards of ownership of the underlying asset are classified as operating leases.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.
1.17 TAXATION
Income taxation expense comprises current and deferred taxation.
Income taxation expense is recognised in the statement of comprehensive income except to the extent that it relates to
a transaction that is recognised directly in other comprehensive income or in equity, in which case it is recognised in other
comprehensive income or equity as appropriate.
Current taxation is the expected taxation payable/receivable, calculated on the basis of taxable income for the period, using the
taxation rates enacted or substantively enacted at the reporting date, and any adjustment of taxation payable/receivable for
previous periods.
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |77||76| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
ACCOUNTING POLICIES (continued)
1.17 TAXATION (CONTINUED)
Deferred taxation is recognised in respect of temporary differences between the taxation base of an asset or liability and its
carrying amount. Deferred taxation is not recognised for the following temporary differences: the initial recognition of goodwill;
the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit; and temporary differences relating to investments in subsidiaries to the extent that they
probably will not reverse in the foreseeable future. Deferred taxation is measured at the taxation rates that are expected
to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date.
Deferred taxation assets are recognised for all deductible temporary differences and assessed losses to the extent that it is
probable that taxable profit will be available against which such deductible temporary differences and assessed losses can be
utilised. Deferred taxation assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable
that the related taxation benefit will be realised.
Deferred taxation assets and liabilities are off-set if there is a legally enforceable right to off-set current taxation liabilities and
assets, and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on different tax
entities, but they intend to settle current taxation liabilities and assets on a net basis, or their taxation assets and liabilities will
be realised simultaneously.
1.18 EMPLOYEE BENEFITS
Short-term employee benefits
The cost of all short-term employee benefits are recognised in the statement of comprehensive income during the period in
which the employee renders the related service.
The accruals for employee entitlements to wages, salaries, annual and sick leave represent the amount which the RCS Group has
a present obligation to pay as a result of employees’ services provided to the reporting date. The short-term benefits have been
calculated at undiscounted amounts based on current wage and salary rates.
Defined contribution plans
The holding company and its subsidiaries contribute to the following defined contribution plans:
Post-employment benefits
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity
and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution
pension, provident and retirement funds are recognised as an employee benefit expense in the statement of comprehensive
income as the related service is provided. Prepaid contributions are recognised as an asset to the extent that cash refund or a
reduction in future payments is available.
ACCOUNTING POLICIES (continued)
Medical aid schemes
The RCS Group contributes to medical aid schemes for the benefit of permanent employees and their dependants.
The contributions to the schemes are recognised in the consolidated statement of comprehensive income as the related
service is provided.
1.19 FOREIGN CURRENCIES
Foreign currency transactions
Transactions in currencies other than the entity’s functional currency are translated at the rates of exchange ruling on the
transaction date.
Monetary assets and liabilities denominated in such currencies are translated at the rates ruling at the reporting date.
Non-monetary assets and liabilities denominated in such currencies are translated using the exchange rate at the date of the
transaction.
Foreign currency gains and losses arising on translation are recognised in profit or loss.
Foreign operations
As at the reporting date, the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on
acquisition, are translated into the presentation currency of the RCS Group at the rate of exchange ruling at the reporting date
and the income and expenses are translated at the average rate for the year.
Gains and losses arising on translation of the assets, liabilities, income and expenses of foreign operations are recognised in
other comprehensive income, and presented in the foreign currency translation reserve in equity.
for the year ended 31 December 2017 for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |79||78| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
2. NEW STANDARDS AND INTERPRETATIONS2.1 ADOPTION OF NEW AND REVISED IFRS
In the current year the RCS Group has adopted all of the revised standards and Interpretations issued by the International
Accounting Standards Board (“the IASB”) and the IFRS interpretations committee (“IFRIC”) of the IASB that are relevant
to its operations and effective for accounting periods before or on 1 January 2016. The adoption of these Standards and
Interpretations has not resulted in any adjustments to the amounts previously reported in the consolidated financial
statements for the year ended 31 December 2015.
2.2 STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE
There are standards and interpretations in issue that are not yet effective. These include the following standards and
interpretations that are applicable to the RCS Group and may have an impact on future financial statements:
IFRS 9 Financial Instruments
In July 2014, the IASB issued the complete version of IFRS 9, which brings together the classification and measurement,
impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and
Measurement (IAS 39). This applies to annual reporting period beginning on or after 1 January 2018 with retrospective
application.
The new classification and measurement and impairment requirements will be applied by adjusting our consolidated
statement of financial position on 1 January 2018, the date of initial application, with no restatement of comparative period
financial information. Based on current estimates, the adoption of IFRS 9 is expected to result in a reduction to retained
earnings as at 1 January 2018. The impact is primarily attributable to increases in the allowance for credit losses under the
new impairment requirements.
Classification and measurement
IFRS 9 introduces a principles-based approach to the classification of financial assets. Debt instruments, including
hybrid contracts, are measured at fair value through profit or loss (“FVTPL”), fair value through other comprehensive
income (‘FVOCI”) or amortised cost based on the nature of the cash flows of the assets and an entity’s business model.
These categories replace the existing IAS 39 classifications of FVTPL, available-for-sale, loans and receivables, and held-
to-maturity. Equity instruments are measured at FVTPL, unless they are not held for trading purposes, in which case an
irrevocable election can be made on initial recognition to measure them at FVOCI with no subsequent reclassification to
profit or loss.
For financial liabilities, most of the pre-existing requirements for classification and measurement previously included
in IAS 39 were carried forward unchanged into IFRS 9. The requirements related to the fair value option for financial
liabilities, which were adopted in 2014, were changed to address the treatment of own credit risk.
No significant changes are expected in the classification of financial assets when compared to our classification under IAS 39.
NEW STANDARDS AND INTERPRETATIONS
for the year ended 31 December 2017
Impairment
IFRS 9 introduces a new single expected credit loss (ECL) impairment model for all financial assets and certain
off-balance sheet loan commitments. The ECL model will result in an allowance for credit losses being recorded
on financial assets regardless of whether there has been an actual loss event. This differs significantly from the
incurred loss model under IAS 39 and is expected to result in earlier recognition of credit losses.
Expected credit loss impairment model
Under IFRS 9, credit loss allowances will be measured on each reporting date according to a three-stage expected credit
loss impairment model:
• Stage 1 – From initial recognition of a financial asset until the date on which the asset has experienced a significant
increase in credit risk relative to its initial recognition, a loss allowance is recognized equal to the credit losses expected
to result from defaults occurring over the next 12 months.
• Stage 2 – Following a significant increase in credit risk relative to the initial recognition of the financial asset, a loss
allowance is recognised equal to the credit losses expected over the remaining lifetime of the asset.
• Stage 3 – When a financial asset is considered to be credit-impaired, a loss allowance equal to full lifetime expected
credit losses will be recognised.
The stage classification methodology have been developed with the assistance of the ultimate shareholder and in
consultation with external professional expert input.
The determination of a significant increase in credit risk takes into account many different factors and will vary by product
and risk segment. The main factors considered in making this determination are relative changes in the probability-weighted
probability of default since origination. IFRS 9 contains a rebuttable presumption that instruments which are 30 days past
due have experienced a significant increase in credit risk. We do not intend to rebut this presumption. The assessments for
significant increases in credit risk since initial recognition and credit-impairment are performed independently as at each
reporting period. Assets can move in both directions through the stages of the impairment model.
The impact of movements between Stage 1 (12 month expected credit losses) and Stage 2 (lifetime expected credit losses), will
be recorded in profit or loss. Because of the impact of moving between 12-month and lifetime expected credit losses and the
application of forward looking information, provisions are expected to be more volatile under IFRS 9 than IAS 39.
Forward-looking information
The measurement of expected credit losses for each stage and the assessment of significant increases in credit risk must
consider information about past events and current conditions as well as reasonable and supportable forecasts of future events
and economic conditions. The estimation and application of forward-looking information will require significant judgment.
NEW STANDARDS AND INTERPRETATIONS (continued)
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |80||80| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
2.2 STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE (CONTINUED)
Impairment (continued)
Our estimation of expected credit losses in Stage 1 and Stage 2 will be a discounted probability-weighted estimate that considers
a minimum of three future macroeconomic scenarios. Upside and downside scenarios will be set relative to our base case
scenario based on reasonably possible alternative macroeconomic conditions. Scenario design, including the identification of
additional downside scenarios will occur on at least an annual basis and more frequently if conditions warrant.
Scenarios will be probability-weighted according to our best estimate of their relative likelihood based on historical frequency
and current trends and conditions. We continue to monitor and refine certain elements of our impairment process in advance
of 31 December 2018 reporting.
Governance
The IFRS9 methodology has been developed with the assistance of the ultimate shareholder and in consultation with external
professional expert input. A committee of senior representatives from Finance and Risk Management of the ultimate shareholder
is responsible for reviewing key inputs and assumptions. Periodic reporting on the progress of the adoption and results of the
parallel run were provided to the committee throughout 2017 in preparation for adoption.
As part of the implementation of IFRS 9, we have designed new controls and governance procedures in several areas that
contribute to the calculation of expected credit losses. These include controls over credit risk data and systems, expected credit
loss models and calculation engine.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 specifies how and when an entity will recognise revenue as well as requiring such entities to provide users of financial
statements with more informative, relevant disclosures. The standard contains a single model that applies to contracts with
customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based
five-step analysis of transactions to determine whether, how much and when revenue is recognised. The standard is effective
for annual periods beginning on or after 1 January 2018.
The impact on the financial statements for the RCS Group is not considered to be material.
IFRS 16 Leases
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a
contract, i.e. the customer (‘lessee’) and the supplier (‘lessor’). IFRS 16 replaces the previous leases Standard, IAS 17 Leases,
and related Interpretations. IFRS 16 has one model for lessees which will result in almost all leases being included on the
Statement of Financial Position.
The standard is effective for annual periods beginning on or after 1 January 2019, with early adoption permitted only if the
entity also adopts IFRS 15. The RCS Group is assessing the potential impact on the financial statements resulting from the
application of IFRS 16.
for the year ended 31 December 2017
NEW STANDARDS AND INTERPRETATIONS (continued)
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |83||82| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
3. OPERATING SEGMENTS (CONTINUED)
31 December 2017 Cards Loans Other Total R’000 R’000 R’000 R’000
Interest earned 1 142 269 395 698 - 1 537 967
Interest expense (331 132) (81 590) 4 768 (407 954)
Net interest income 811 137 314 108 4 768 1 130 013
Inter-segmental income - - 28 136 28 136
Other income 745 260 140 352 640 886 252
Profit before taxation 387 542 129 118 5 445 522 105
Depreciation and
amortisation 26 472 7 606 - 34 078
Capital expenditure 28 951 11 315 - 40 266
Segment assets 6 813 948 1 702 520 75 423 8 591 891
Segment liabilities (4 832 358) (1 207 404) (59 301) (6 099 063)
South Africa Botswana Namibia Total R’000 R’000 R’000 R’000
Interest earned 1 508 561 18 970 10 436 1 537 967
Other income 871 507 6 694 8 051 886 252
Non-current assets 156 560 - - 156 560
Non-current assets exclude those relating to financial instruments, deferred tax assets, post-employment benefit assets and
assets arising from insurance contracts.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
for the year ended 31 December 2017
3. OPERATING SEGMENTSThe RCS Group has two reportable segments, as described below, which are the RCS Group’s strategic business units.
The strategic business units offer different products and services, and are managed separately because they require different
technology and marketing strategies. For each strategic business unit, the RCS Group’s board reviews internal management
reports on a monthly basis. The following summary describes the operations in each of the RCS Group’s reportable segments:
• Cards segment – a general utility and private label card product offered to consumers, delivered via participating merchant
outlets in South Africa, Namibia and Botswana and their related insurance products;
• Loans segment – short-term and medium-term loans offered to consumers and related insurance products provided to
individuals; and
• All other segments include BNP Paribas Personal Finance South Africa Limited, RCS Home Loans Proprietary Limited, RCS
Collections Proprietary Limited and once-off corporate costs.
- BNP Paribas Personal Finance South Africa Limited acts as the external funding vehicle for the RCS Group. Commercial paper
and bonds are issued via this entity (see note 16).
- RCS Home Loans Proprietary Limited’s operations include the servicing of current home loans.
- RCS Collections Proprietary Limited is a registered debt collector.
None of these segments meet any of the quantitative thresholds for determining reportable segments in the current or previous
financial years. The RCS Group’s external customers and assets are predominantly situated in South Africa, and no single
customer comprises 10% or more of revenue for the RCS Group.
Information regarding the results of each reportable segment is included below. Certain costs, including back office services,
have not been allocated between the divisions for internal reporting purposes. Performance is measured based on segment
profit before income tax, as included in the internal management reports that are reviewed by the RCS Group board. Segment
profit is used to measure performance as management believes that such information is the most relevant in evaluating the
results of certain segments relative to other entities that operate within these industries.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |85||84| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. OPERATING SEGMENTS (CONTINUED)
31 December 2016 Cards Loans Other Total
R’000 R’000 R’000 R’000
Interest earned 1 175 716 295 646 - 1 471 362
Interest expense (314 127) (58 133) 10 891 (361 369)
Net interest income 861 589 237 513 10 891 1 109 993
Inter-segmental income - - 25 620 25 620
Other income 671 946 116 908 652 789 506
Profit/(loss) before taxation 387 056 134 974 (1 321) 520 709
Depreciation and amortisation (26 966) (3 540) - (30 506)
Capital expenditure 25 373 5 302 - 30 675
Segment assets 6 020 703 1 258 083 65 879 7 344 665
Segment liabilities (3 921 842) (819 506) (62 838) (4 804 186)
South Africa Botswana Namibia Total
R’000 R’000 R’000 R’000
Interest earned 1 444 154 17 817 9 391 1 471 362
Other income 777 480 4 960 7 066 789 506
Non-current assets 144 473 - - 144 473
Non-current assets exclude those relating to financial instruments, deferred tax assets, post-employment benefit assets and
assets arising from insurance contracts.
31 December 31 December 2017 2016 R’000 R’000
4. CASH AND CASH EQUIVALENTS
Bank balances 527 670 553 622
Cash on hand 4 1
527 674 553 623
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016
R’000 R’000
5. CARD AND LOAN RECEIVABLES
Demand to one month 628 051 613 754
One to three months 1 112 922 1 037 414
Three months to one year 3 430 664 2 920 450
More than one year 3 072 409 2 388 950
Gross card and loan receivables 8 244 046 6 960 568
Less: allowance for impaired card and loan receivables (709 571) (683 308)
Net card and loan receivables 7 534 475 6 277 260
Analysis of card and loan receivables by type
Card and private label receivables 5 782 900 5 235 452
Personal loan receivables 1 751 575 1 041 808
7 534 475 6 277 260
General card and private label receivables consist of a number of individual unsecured revolving card accounts as well
as amounts due for services delivered on credit. The accounts attract variable and fixed interest rates, and terms vary
from revolving to 36 months. The average effective interest rate for the year under review is 19.90% (31 December
2016: 20.76%).
Personal loan receivables are comprised of a number of individual unsecured loans. The personal loans are charged at fixed
interest rates and terms vary from 12 to 60 months. The interest rate on each loan is determined when the loan is initially
advanced on the basis of the risk profile of the customer. The average effective interest rate for the year under review is
27.10% (31 December 2016: 28.19%).
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |87||86| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. CARD AND LOAN RECEIVABLES (CONTINUED)
The RCS Group’s management of, and exposure to, market and credit risk is disclosed in note 29.
The RCS Group monitors the ageing of its card and loan receivables on a contractual basis. The ageing of net card and loan
receivables at the reporting date was as follows:
31 December 31 December 2017 2016
R’000 R’000
Not past due 6 525 704 5 286 316
Past due demand to one month 662 056 614 865
Past due one to two months 176 398 189 064
Past due two to three months 90 043 90 697
Past due more than three months 80 274 96 318
7 534 475 6 277 260
The movement in the allowance for impairment in respect of card and loan receivables during the year was as follows:
31 December 31 December
2017 2016
R’000 R’000
Balance at beginning of year 683 308 604 695
Allowance for impairment raised 540 641 586 978
Impairment loss recognised (514 378) (508 365)
Balance at end of year 709 571 683 308
As percentage of gross card and loan receivable book 8,61% 9,82%
Customers that are not past due and have a good payment history with the RCS Group make up 86.61% of net card and
loan receivables (31 December 2016: 84.21%).
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. CARD AND LOAN RECEIVABLES (CONTINUED)
Geographical concentration of customers
The RCS Group’s operating activities are situated in the South Africa, Namibia and Botswana. The geographical concentration
of gross card and loan receivables at the reporting date was as follows:
31 December 31 December
2017 2016
Botswana 1,51% 1,64%
Eastern Cape 5,70% 5,54%
Free State 3,75% 3,99%
Gauteng 36,82% 35,22%
KwaZulu-Natal 13,89% 13,92%
Limpopo 3,68% 4,04%
Mpumalanga 11,20% 11,70%
Namibia 1,48% 1,69%
North West 2,57% 2,68%
Northern Cape 2,13% 2,30%
Western Cape 17,27% 17,28%
100,00% 100,00%
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |89||88| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December
2017 2016
R’000 R’000
6. OTHER RECEIVABLES
Other receivables 20 571 7 608
Prepayments 10 499 11 426
VAT - 6 617
31 070 25 651
7. FINANCIAL ASSET MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS
Unlisted investment
- Investment in cell captives 116 422 96 535
During the current financial year the RCS Group has changed the accounting treatment relating to the cell captive
arrangement accounted for as an in substance reinsurance contract in terms of IFRS 4. The arrangement is now accounted
for in terms of IAS 39 and designated as ‘at fair value through profit and loss’.
The risk structure per product is as follows:
Guardrisk Insurance Company Limited (RCS Cards Proprietary Limited Cell no. 160)
The RCS Group sells short-term income protection insurance on behalf Guardrisk to its customers. The RCS Group bears
100% of the re-insurance risk for all products.
Guardrisk Life (RCS Cards Proprietary Limited Cell no. 78)
The RCS Group sells long-term insurance policies with death benefits on behalf of Guardrisk to its customers. The RCS
Group bears 100% of the re-insurance risk for all products.
Centriq Life Insurance Company Limited
The RCS Group sells long-term insurance policies with death benefits on behalf of Centriq Life Insurance to its customers.
The RCS Group bears 100% of the re-insurance risk for all products.
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. FINANCIAL ASSET MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS (CONTINUED)
The financial asset consists of the following components:
Reconciliation of financial assets measured at fair value through profit and loss
31 December 31 December
2017 2016
R’000 R’000
Balance at beginning of year 96 535 94 850
Investment in cell captive 1 000 -
Increase based on shareholders funds of the cell captive - 110 150
Fair value adjustment through profit and loss 18 887 -
Dividend received from the insurer - (108 465)
Balance at end of year 116 422 96 535
The investment in the cell captive has a short-term nature, as such the carrying amount of the investment in cell captives
approximates the fair value of the investment in cell captives.
8. DEFERRED TAXATION
Deferred tax asset 109 270 177 424
Reconciliation of deferred tax asset:
At beginning of the year 177 424 172 629
Income statement expense:
- Provisions (27 018) (706)
- Assessed loss (174) 164
- Capital allowances (102) (102)
- Allowance for impaired card and loan receivables (38 043) 22 409
- Provision for recoveries (4 763) (16 487)
- Unrealised loss/(gain) 1 946 (452)
- Change in tax rate (the corporate tax rate in Namibia decreased from 33% to 32%,
effective 1 Jan 2016) - (31)
Balance at end of year 109 270 177 424
for the year ended 31 December 2017
|89| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |91|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016 R’000 R’000
8. DEFERRED TAXATION (CONTINUED)
The balance at the end of period comprises temporary differences relating to:
- Provisions 38 704 65 722
- Assessed loss - 174
- Capital allowances 809 911
- Allowance for impaired card and loan receivables 125 480 163 523
- Provision for recoveries (55 770) (51 007)
- Unrealised loss/(gain) 47 (1 899)
109 270 177 424
9. PROPERTY AND EQUIPMENT
31 December 2017 31 December 2016
Cost Accumulated Carrying Cost Accumulated Carrying depreciation value depreciation value
R’000 R’000 R’000 R’000 R’000 R’000
Computer hardware 54 245 (37 752) 16 493 45 463 (27 530) 17 933
Furniture and fittings 61 803 (35 971) 25 832 61 762 (28 443) 33 319
Leasehold property 9 243 (3 122) 6 121 9 243 (2 198) 7 045
Motor vehicles 11 051 (6 854) 4 197 10 543 (6 428) 4 115
136 342 (83 699) 52 643 127 011 (64 599) 62 412
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |93||92| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. PROPERTY AND EQUIPMENT (CONTINUED)
Reconciliation of carrying amounts:
Carrying amount Carrying amount at beginning of year Additions Disposals Depreciation at end of year
31 December 2017 R’000 R’000 R’000 R’000 R’000
Computer hardware 17 933 8 911 - (10 351) 16 493
Furniture and fittings 33 319 41 - (7 528) 25 832
Leasehold property 7 045 - - (924) 6 121
Motor vehicles 4 115 1 983 (27) (1 874) 4 197
62 412 10 935 (27) (20 677) 52 643
31 December 2016
Computer hardware 12 689 13 675 - (8 431) 17 933
Furniture and fittings 38 689 967 - (6 337) 33 319
Leasehold property 13 221 - (5 164) (1 012) 7 045
Motor vehicles 3 892 2 003 - (1 780) 4 115
68 491 16 645 (5 164) (17 560) 62 412
There are no restrictions on the title of the assets and none have been pledged as security.
10. INTANGIBLE ASSETS
31 December 2017 31 December 2016
Cost Accumulated Carrying Cost Accumulated Carrying depreciation value depreciation value
R’000 R’000 R’000 R’000 R’000 R’000
Computer software 111 514 (64 452) 47 062 76 257 (51 051) 25 206
111 514 (64 452) 47 062 76 257 (51 051) 25 206
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. INTANGIBLE ASSETS (CONTINUED)
Reconciliation of carrying amounts:
Carrying amount Additions/ Carrying amount
at beginning of year transfers Amortisation at end of year
31 December 2017 R’000 R’000 R’000 R’000
Computer software 25 206 35 257 (13 401) 47 062
25 206 35 257 (13 401) 47 062
31 December 2016
Computer software 24 122 14 030 (12 946) 25 206
24 122 14 030 (12 946) 25 206
31 December 31 December 2017 2016 R’000 R’000
11. GOODWILL
Goodwill 56 855 56 855
Goodwill acquired through business combinations has been allocated to three individual cash-generating units:
Cash-generating unit
General Purpose Card Division 12 917 12 917
Personal Loan Division 36 481 36 481
MDD Private Label Card Division 7 457 7 457
56 855 56 855
Goodwill is tested annually for impairment and when there is an indication of impairment. The recoverable amount of
the cash-generating units are based on the value in use, determined by a calculation which covers a five-year forecast
period, or the fair value less costs to sell. The cash flows have been discounted at a rate of 12% (31 December 2016:
12%). Significant assumptions applied when reviewing the goodwill impairment are that future profits were estimated
using historical information and approved budgets, anticipated growth in advances or turnover and expectations of future
interest rates. The growth rate assumed for the periods beyond five years period was 2% (December 2016: 2%).
Based on this assessment, management is of the opinion that for all of the cash-generating units the value in use exceeds
the carrying amount and therefore no impairment is recognised.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |95||94| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December
2017 2016
R’000 R’000
12. RELATED PARTIES
Ultimate shareholder
BNP Paribas Société Anonyme 100% 100%
Related party transactions
Amounts owing to BNP Paribas Société Anonyme, South Africa Branch
Funding and interest owing 760 558 -
The funding lines are unsecured and bear interest at a variable rate linked to the relevant JIBAR for the term of the funding.
Transactions with BNP Paribas Société Anonyme
Commitment and guarantee fees payable (11 159) (10 992)
Commitment fees are payable at 0.6% of the unutilised portion of the standby liquidity facility. Guarantee fees are payable at
0.6% of the drawn guaranteed funding.
Transactions with BNP Paribas Société Anonyme, South Africa Branch
Interest expense (34 466) -
Transactions with BNP Paribas Personal Finance Société Anonyme
Management fees payable (8 971) -
Interest of directors in contracts
No directors directly or indirectly hold any shares in BNP Paribas Personal Finance South Africa Limited. No directors have
any interest in contracts that are in contravention of section 75 of the Companies Act South Africa.
Loans to directors
No loans have been made to directors (31 December 2016: nil).
Directors’ and key management compensation
Director’s emoluments
Executive directors’ fees 9 045 16 581
Non-executive directors’ fees 22 160 1 666
31 205 18 247
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. RELATED PARTIES (CONTINUED)
Key management compensation
Key management personnel are those having authority and responsibility for planning, directing and controlling activities,
directly or indirectly, including any director of the RCS Group. Directors and executives of the RCS Group have been classified
as key management personnel. No key management personnel had a material interest in any contract of significance with
any Group company during the period under review.
31 December 31 December 2017 2016 R’000 R’000
Remuneration paid to key management personnel are as follows:
Short-term benefits 18 156 36 867
Post-retirement benefits 1 748 2 230
Total remuneration 19 904 39 097
13. STATED CAPITALAuthorised
80 000 (31 December 2016: 80 000) Ordinary Shares of no par value - -
Issued
40 000 (31 December 2016: 40 000) Ordinary Shares of no par value 1 936 636 2 386 636
There were no movements in the number of shares during the current and prior year.
A distribution of capital to the shareholder amounting to R200 million was declared (31 December 2016: R450 million).
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |97||96| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016 R’000 R’000
14. FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency reserve comprises gains and losses arising on translation of the assets, liabilities, income and
expenses of the foreign operations in Botswana.
Balance at beginning of year 4 031 9 298
Foreign currency translation differences (1 143) (5 267)
Balance at end of year 2 888 4 031
15. TRADE AND OTHER PAYABLES
Trade and other payables 410 412 473 559
Leave pay accrual 6 277 5 460
VAT 2 380 -
419 069 479 019
16. FUNDING
By maturity
Demand to one month 299 200 465 000
One to three months 825 000 320 000
Three months to one year 1 345 000 620 000
More than a year 3 210 794 2 920 167
5 679 994 4 325 167
By nature
Domestic medium-term note programme (a) 2 470 000 2 175 000
Term funding (b) 3 209 994 2 150 167
5 679 994 4 325 167
(a) The domestic medium-term notes are denominated in Rands, have a nominal value of R2,47 million (31 December 2016:
R2,175 million), are unsecured and bear interest at variable interest rates linked to the 3 month JIBAR. Maturity as at the
reporting date is as follows: R500 million within one to three months, R570 million within three months to one year and
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. FUNDING (CONTINUED) R 1 400 million after more than one year (31 December 2016: R365 million demand to one month, R170 million within
one to three months, R620 million within three months to one year and R1 020 million after more than one year).
(b) Term funding is denominated in Rands and Pula, unsecured and bears interest at variable interest rates. Maturity as
at the reporting date is R299.2 million within demand to one month, R325 million within one to three months, R775
million within three months to a year and R1 810,8 million after more than one year (31 December 2016: R100 million
demand to one month, R150 million within one to three months and R1 900,2 million after more than one year).
17. OPERATING LEASES, COMMITMENTS AND CONTINGENT LIABILITIES
Operating leases
The RCS Group occupies the following properties:
Liberty Grande
This is a property leased from Precious Prospect Trading 50 Proprietary Limited, effective 1 July 2013.
Mowbray Business Park
This is a property leased from Acucap Investments Proprietary Limited, effective 1 November 2014.
The total future minimum lease payments under non-cancellable operating leases are as follows:
31 December 31 December 2017 2016
R’000 R’000
No later than 1 year 23 416 22 394
Between 1 and 5 years 127 766 67 902
Later than 5 years 18 080 57 523
169 262 147 819
Capital commitments
Authorised 40 266 47 320
The RCS Group has sufficient funding to finance the authorised and committed capital commitments.
Contingent liabilities
Performance guarantee provided to South African Post Office 4 000 4 000
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |99||98| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016 R’000 R’000
18. INTEREST EARNED
Card receivables 1 142 269 1 175 716
Loan receivables 395 698 295 646
1 537 967 1 471 362
19. OTHER INCOME
Collection income 54 286 59 131
Cell captive dividend received 108 119 -
Fair value adjustment 18 887 -
Commissions 51 354 -
Net insurance premiums - 191 307
Merchant commission 49 205 59 727
Service and initiation fee income 598 012 471 085
Other income 6 389 8 256
886 252 789 506
During the current financial year the RCS Group has changed the accounting treatment relating to the cell captive
arrangement accounted for as an in-substance reinsurance contract in terms of IFRS 4. The arrangement is now accounted
for in terms of IAS 39 and designated as ‘at fair value through profit and loss’.
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016 R’000 R’000
20. COST OF RISK
Movement in allowance for impaired card and loan receivables 24 308 78 613
Bad debts recovered (279 323) (241 438)
Bad debts write-off 793 702 749 803
Movement in provision for future recoveries (17 052) (62 076)
521 635 524 902
21. PROFIT BEFORE TAXATION
Included within profit before taxation are the following items:
Amortisation of intangible assets 13 401 12 946
Auditor’s remuneration - external 1 263 1 180
Outsourcing fees 21 409 16 632
Depreciation of property and equipment 20 677 17 560
Donations 2 201 1 818
Legal fees 1 084 821
Manpower costs:
- Salaries 289 885 276 080
- Directors’ emoluments 31 205 18 247
Premises costs 48 664 48 679
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |101||100| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016 R’000 R’000
22. TAXATIONIncome taxation recognised in the income statement
South African current taxation:
- Current year 39 529 145 691
- Prior year overprovision 4 268 -
Non-South African current taxation:
- Current year 5 860 2 686
- Withholding taxation 802 874
50 459 149 251
Deferred taxation:
- Current year 68 154 (4 826)
- Change in tax rate (the corporate tax rate in Namibia decreased from
33% to 32%, effective 1 Jan 2016) - 31
68 154 (4 795)
118 613 144 456
Reconciliation of the taxation expense
Standard taxation rate 28,00% 28,00%
Non-South African taxation rate (0,07%) (0,05%)
Non-deductible expenditure 0,76% 0,15%
Non-taxable income: other (0,22%) -
Non-taxable income: fair value adjustment (1,01%) -
Non-taxable income: cell captive dividend (5,80%) (0,54%)
Prior year current taxation overprovision 0,91% -
Withholding taxation 0,15% 0,17%
Change in tax rate - 0,01%
Current year’s taxation charge as a percentage of profit before taxation 22,72% 27,74%
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
31 December 31 December 2017 2016 R’000 R’000
23. CASH (UTILISED IN)/GENERATED FROM OPERATIONS
Profit before taxation 522 105 520 709
Adjustments for:
- Amortisation of intangible assets 13 401 12 946
- Depreciation of property and equipment 20 677 17 560
- Foreign currency exchange differences (1 143) (5 267)
- Fair value adjustment though profit and loss (18 887) -
Changes in working capital:
- Increase in card and loan receivables (1 257 215) (315 312)
- Increase in other receivables (5 419) (14 026)
- Increase in amount receivable from cell insurer - (1 685)
- (Decrease)/Increase in trade and other payables (59 950) 32 539
(786 431) 247 464
24. TAXATION PAID
Taxation receivable at beginning of year 69 699 5 935
Current taxation charge (50 459) (149 251)
Taxation receivable at end of year (116 420) (69 699)
(97 180) (213 015)
25. SUBSIDIARIES
Details of the RCS Group’s subsidiaries at 31 December 2017 are as follows:
Place of incorporation Portion of Principal
and operation ownership interest activity
Name of subsidiary and voting power
RCS Botswana Proprietary Limited Botswana 100% Retail credit
RCS Cards Proprietary Limited South Africa 100% Retail credit
RCS Collections Proprietary Limited South Africa 100% Collections
RCS Home Loans Proprietary Limited South Africa 100% Home loans
RCS Investment Holdings Namibia Proprietary Limited Namibia 100% Retail credit
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |102||102| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
26. INTEREST IN JOINT OPERATIONS
RCS Home Loans Proprietary Limited, a 100% held subsidiary of BNP Paribas Personal Finance South Africa Limited, has entered
into a joint operation partnership with SA Home Loans Proprietary Limited. The joint operation is not material to the RCS Group.
The joint operation offers home loans to qualifying customers, which is in line with the RCS Group’s business of providing credit
to customers. A summary of the results of the joint operation for the current and prior financial years are as follows:
31 December 31 December
2017 2016
Proportion of ownership interest and voting power held 50% 50%
R’000 R’000
Current assets 12 020 13 224
Current liabilities 11 686 13 493
Income/(loss) 1 362 (100)
Expenditure 2 512 2 772
Total comprehensive income 975 948
27. EMPLOYEE BENEFITS
Retirement funds
Alexander Forbes Retirement Annuity: Defined contribution plan
All permanent employees of RCS Botswana Proprietary Limited under normal retirement age are required to be members
of the Alexander Forbes Retirement Annuity. The employees and the employer make equivalent contributions in respect
of the retirement annuity benefits. In addition, the employer contributes to death and disability benefits, reinsurance, and
administration and management costs.
Liberty Life Pension Fund: Defined contribution plan
Certain employees and the employer make equivalent contributions in respect of pension fund benefits to the Liberty
Life Pension Fund. In addition, the employers contribute to death and disability benefits, reinsurance, administration and
management costs.
Liberty Life Provident Fund: Defined contribution plan
The Liberty Life Provident Fund, which is governed by the provisions of the Pension Funds Act No. 24 of 1956, is a defined
contribution plan. It provides comprehensive retirement and associated benefits for members and their dependants.
Certain permanent employees of RCS Group, excluding those that are employed by RCS Botswana Proprietary Limited and
RCS Investment Holdings Namibia Proprietary Limited, may be members of the provident fund. The employer pays 14%
contributions in respect of provident fund benefits. In addition, the employer contributes to death and disability benefits,
reinsurance, and administration and management costs.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |105||104| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
27. EMPLOYEE BENEFITS (CONTINUED)Retirement funds (continued)
Sanlam Retirement Annuity: Defined contribution plan
All permanent employees of RCS Investment Holdings Namibia Proprietary Limited under normal retirement age are
required to be members of retirement annuities managed by Sanlam. The employees and the employer make equivalent
contributions in respect of retirement annuity benefits. In addition, the employer contributes to death and disability
benefits, reinsurance, and administration and management costs.
Number of members Contributions
Summary per fund 31 December 31 December 31 December 31 December 2017 2016 2017 2016 R’000 R’000
Alexander Forbes Retirement Annuity 7 7 49 22
Sanlam Retirement Annuity 13 12 57 20
Liberty Life Provident Fund 1 190 1 182 24 410 23 734
Liberty Life Pension Fund 8 9 86 77
1218 1 210 24 602 23 853
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
27. EMPLOYEE BENEFITS (CONTINUED)
Medical aid schemes
BOMaid: Defined contribution plan
All permanent staff of the RCS Botswana Proprietary Limited are required to become members of the medical plans
of their choice offered by BOMaid. Total membership currently stands at 1 (31 December 2016: 2) principal members.
The total payments amounted to R12 516 (31 December 2016: R15 414). The RCS Group has no obligation to fund medical
aid contributions for current or retired employees.
Discovery Health: Defined contribution plan
Certain permanent staff of RCS Cards Proprietary Limited and RCS Home Loans Proprietary Limited are required to become
members of the medical plans of their choice offered by Discovery Health. Total membership currently stands at 708 (31
December 2016: 586) principal members. The total payments amounted to R21 million (31 December 2016: R9 million).
The RCS Group has no obligation to fund medical aid contributions for current or retired employees.
All permanent staff of the RCS Collections Proprietary Limited are required to become members of the medical plans
of their choice offered by Discovery Health. Total membership currently stands at 105 (31 December 2016: 81) principal
members. The total payments amounted to R2.6 million (31 December 2016: R774 502). The RCS Group has no obligation
to fund medical aid contributions for current or retired employees.
28. EVENTS AFTER THE REPORTING PERIOD
A distribution to the shareholder amounting to R200 million was declared after the date of the reporting period but before
the financial statements were authorised for issue (31 December 2016: R450 million).
The directors are not aware of any other matters or circumstances arising between the end of the financial year and the
date of approval of these financial statements that may materially affect the amounts and disclosure contained in the
financial statements.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |107||106| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT
Overview
The RCS Group has exposure to risks from its use of financial instruments.
The RCS Group business model focuses primarily on providing unsecured credit while trying to minimise or avoid all other
risk types. The RCS Group views risks as an inherent part of running a successful business. Risks are not only mitigated but
are also analysed and investigated for opportunities. Successful risk management therefore entails understanding which
risks can enhance shareholder value and which risks are incidental and potentially value destroying.
RCS Group’s risk management policies are established to identify and analyse the risks faced by the group to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the group’s activities. The RCS Group, through its
training and management standards and procedures, aims to develop a disciplined and constructive control environment
in which all employees understand their roles and obligations.
The RCS Group board of directors has overall responsibility for the establishment and oversight of the RCS Group’s
risk management framework. The board has established the Board Audit and Risk Committee (“BARC”), the Asset and
Liability Committee (“ALCO”), the RCS Internal Risk and Audit Forum, the Credit Risk Committee and the Social and
Ethics Committee. As a statutory board committee, the BARC is responsible for monitoring the internal and external audit
functions and regulatory compliance for the RCS Group. The ALCO Committee is responsible for developing and monitoring
all affairs pertaining to liquidity risk, interest rate risk, foreign currency risk and capital adequacy risk. The RCS Internal
Risk and Audit Forum is responsible for developing and monitoring the company’s risk management policies, as well as
the audit, accounting, internal control and financial reporting practices. The Credit Risk Committee is responsible for
developing and monitoring credit risk within the RCS Group. The Social and Ethics Committee is responsible for monitoring
the RCS Group’s social and economic development. These committees formally report to the board of directors on its
activities two to four times per annum. The risk management process established by the holding company continues and
feeds into the risk management process established by the RCS Group . The holding company’s risk management process
is in turn managed by the BARC.
The following sub-committees comprising directors, executives and senior management have been established to deal
with the following risks facing the company:
(a) Assets and Liability Committee – liquidity, interest rate, foreign currency, and capital adequacy risk
(b) RCS Internal Risk and Audit Forum – technology, operational and reputational risk
(c) Compliance Forum – legal and compliance risk
(d) Credit Risk Committee – credit risk
(e) Social and Ethics Committee
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Credit risk
The risk on cash and cash equivalents is managed through dealing with well-established financial institutions with high
credit standing. The risk arising on card, loan and other receivables is managed through a stringent policy on the granting of
credit limits, continual review and monitoring of these limits. The risk on amounts owing from the RCS Group’s companies
are managed through monitoring the value of the amounts due and ensuring regular settlement thereof.
The RCS Group does not consider there to be any significant concentration of credit risk in respect of which adequate
impairment has not been raised for the financial assets detailed below, in regard to the credit risk exposure.
The RCS Group does not require collateral in respect of card and loan receivables.
The RCS Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of card
and loan receivables. The allowance is calculated using the internationally-recognised Markov model and other statistical
indicators. Management aims to maintain a certain level of non-performing loan coverage, which can be influenced by
the delinquency and underlying performance of the card and loan receivables. The Markov model uses delinquency roll
rates on customer balances to determine the inherent bad debt in a card and loan book. Management consider evidence
not yet evident in the mathematical models, such as the macroeconomic environment and portfolio maturity, to inform
their judgement of the required levels of impairment and whether to add a further management layer over the statistical
model output as a conservative approach. The board of directors believe that card and loan receivables balances are being
measured fairly.
Credit risk exposure
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial
position. The maximum exposure to credit risk at the reporting date is:
31 December 31 December
2017 2016
R’000 R’000
Cash and cash equivalents 527 674 553 623
Card and loan receivables 7 534 475 6 277 260
Other receivables 20 571 7 608
Financial asset at fair value through profit or loss 116 422 96 535
8 199 142 6 935 026
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |109||108| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Regulatory compliance
The RCS Group has zero tolerance for non-compliance, acts swiftly and decisively when such matters are identified and
has processes, internal controls and governance procedures in place to drive this. These processes and procedures include
operational, executive and Board of Director level compliance forums, with conduct of internal audits, disciplinary and quality
assurance processes, incident reporting and complaints registers that are maintained, followed up and timeously resolved.
Liquidity risk
The RCS Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the RCS
Group’s reputation.
This risk is managed through cash flow forecasts, stress testing scenarios on cash flow, the optimisation of daily cash
management and by ensuring that adequate and term-appropriate borrowing facilities are maintained. The objective
is to have positive liability to asset term matching with liabilities carrying longer terms than the underlying book assets.
The company has shareholder facilities in place to mitigate the roll over risk of funding in issue. The company monitors
and evaluates funding on an active basis to ensure that the company can oblige to its commitments made to borrowers.
Management is of the view that the RCS Group has access to sufficient affordable sources of funding to manage roll over risk,
asset liability mismatch situations and to withstand a stressed cash flow scenario within compliance ranges and with remote
risk of default. In terms of its Memorandum of Incorporation, the RCS Group’s borrowing powers are unlimited.
The RCS Group has available unutilised bank facilities to the value of R1.17 billion (31 December 2016: R1.08 billion) and has
shareholder liquidity facilities of R1.5 billion (31 December 2016: R1.5 billion) at the end of the financial year.
Liability cash flows are presented on an undiscounted basis.
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Liquidity risk (continued)
Contractual maturities
The table below analyses liabilities of the RCS Group into relevant maturity groupings based on the remaining period at
reporting date to the contractual maturity date, including interest:
Carrying Demand to One to Three months More than
amount one month three months to one year one year Total
R’000 R’000 R’000 R’000 R’000 R’000
31 December 2017
Liabilities
Non-derivative financial liabilities
Funding (5 679 994) (299 200) (825 000) (1 345 000) (3 210 794) (5 679 994)
Trade and other payables (410 412) (263 526) (101) (91 149) (55 636) (410 412)
(6 090 406) (562 726) (825 101) (1 436 149) (3 266 430) (6 090 406)
31 December 2016
Liabilities
Non-derivative financial liabilities
Funding (4 325 167) (491 051) (367 112) (798 401) (3 096 520) (4 753 084)
Trade and other payables (473 559) (215 950) (247) (123 737) (133 625) (473 559)
(4 798 726) (707 001) (367 359) (922 138) (3 230 145) (5 226 643)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the
RCS Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
The RCS Group transacts in the local currency, Namibian Dollar and Botswana Pula. No foreign currency risk management
exists relating to transactions in Namibian Dollar as the exchange rate is one to one to the South African Rand. The RCS
Group does not use forward exchange contracts to hedge its currency risk, as assets held in a foreign currency, such as
Botswana Pula, comprise less than 3% of the total assets of the RCS Group.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |111||110| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Interest rate risk
The RCS Group is exposed to interest rate risk as it both borrows and lends funds. The RCS Group occasionally enters into
interest rate swap contracts for the purposes of cash flow hedging. These interest rate swaps require the RCS Group to pay
interest at various fixed rates applied to notional amounts and entitle the RCS Group to receive various variable rates applied to
the same notional amounts. The swaps are used to hedge the risk that the RCS Group is exposed to as a result of the fact that a
portion of the RCS Group’s receivables bear interest at fixed rates (refer to note 5 for detail) whilst its borrowings bear interest
at variable rates.
Profile
At the reporting date the interest rate profile of the company’s interest-bearing financial instruments was:
Interest rate Carrying value
31 December 31 December 31 December 31 December 2017 2016 2017 2016 % % R'000 R'000
Fixed rate instruments
Card and loan receivables 24.4 24.7 2 435 359 1 635 203
Financial assets 2 435 359 1 635 203
Variable rate instruments
Card receivables 18.9 20.8 5 099 116 4 642 057
Bank balances 6.8 - 8.8 6.9 - 8.2 527 674 553 623
Financial assets 5 626 790 5 195 680
Fixed rate instruments
Funding 7.8 - 8.2 - 750 000 -
Variable rate instruments
Funding 7.6 - 10.6 7.8 - 12.4 4 929 994 4 325 167
Financial liabilities 5 679 994 4 325 167
Fair value sensitivity analysis for fixed rate instruments
The RCS Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the
RCS Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting
model. Therefore a change in interest rates at the reporting date would not affect profit or loss.
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates for the duration of the financial period would have increased/(decreased)
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
The sensitivity analysis reflects the impact of a rate change immediately following the reporting date for all assets and liabilities
accounted for at the reporting date. The analysis is performed on the same basis as for the comparative period.
Profit or (loss)
100 bp increase
R’000
31 December 2017
Variable rate financial assets 54 112
Variable rate financial liabilities (50 026)
Cash flow sensitivity net 4 086
31 December 2016
Variable rate financial assets 50 923
Variable rate financial liabilities (42 038)
Cash flow sensitivity net 8 885
A decrease of 100 basis points in interest rates for the duration of the financial period would have the equal but opposite effect
to the amounts shown above, on the basis that all other variables remain constant.
Capital management
Capital management is performed at a group level for the RCS Group and its subsidiaries. The objective is to maintain sufficient
levels of capital to support the ongoing sustainability and viability of the business. Capital is retained in the business for the
following main objectives:
(a) to provide a certain amount of cover or buffer should unexpected losses take place either due to market or operational
risks;
(b) to provide a certain amount of cover or buffer should unexpected losses take place due to credit risks;
(c) to support the level of debt in the business as a first loss position and thereby to achieve a particular credit rating on
the debt in the business;
(d) as a tool that could be increased or decreased to ensure maintenance of an appropriate credit rating level in the
future; and
(e) to facilitate the necessary asset growth objectives in the business.
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |113||112| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Capital management (continued)
It is the responsibility of the ALCO and the board to determine the appropriate level of capital taking into account the risks
within the various lines of business and the types of assets held within these business areas.
The Board considers, amongst others, the following factors when determining the level of capital required to be held within a
division and against a particular class of assets:
(a) the historical losses that have taken place on the disposal of assets, bad debt write off and other operational losses;
(b) a view on factors going forward that could cause an asset or category of assets to be obsolete or have a reduction in value;
(c) concentration risks on asset classes, market sectors or particular customers should be considered and certain maximum
exposure levels from a line of business and the RCS Group perspective will be determined;
(d) review the strategic portfolio of businesses and ensure that capital is allocated to achieve required returns whilst maintaining
a balanced portfolio with no line of business attracting an inappropriate amount of the capital;
(e) the length of track record that the business has in terms of using and managing a particular asset class and portfolios within
that asset class; and
(f) review and benchmarking against local and international peers in the financial services, non-banking and banking sectors
where applicable.
The ALCO reviews capital adequacy three times per annum. The board reviews the capital policy on an annual basis and makes
any amendments to the requirements in its consideration of and prior to making a final dividend declaration.
for the year ended 31 December 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)
Capital management (continued)
Fair values of financial instruments
The fair values together with the carrying amounts, net gains and losses recognised in the statement of comprehensive
income, total interest income and total interest expense of each class of financial instrument are as follows:
Carrying Total interest value Fair value income/(expense) Impairment R'000 R'000 R'000 'R000
31 December 2017
Assets
Cash and cash equivalents 527 674 527 674 - -
Card and loan receivables 7 534 475 7 534 475 1 537 967 (514 378)
Other receivables 20 571 20 571 - -
8 082 720 8 082 720 1 537 967 (514 378)
Liabilities
Funding (5 679 994) (5 679 994) (407 954) -
Trade and other payables (410 412) (410 412) - -
(6 090 406) (6 090 406) (407 954) -
31 December 2016
Assets
Cash and cash equivalents 553 623 553 623 - -
Card and loan receivables 6 277 260 6 277 260 1 471 362 (508 365)
Other receivables 7 608 7 608 - -
6 838 491 6 838 491 1 471 362 (508 365)
Liabilities
Funding (4 325 167) (4 325 167) (361 369) -
Trade and other payables (473 559) (473 559) - -
(4 798 726) (4 798 726) (361 369) -
for the year ended 31 December 2017
THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017 |114||114| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
29. RISK MANAGEMENT (CONTINUED)Fair values of financial instruments (continued)
Fair value hierarchy
The RCS Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used
in making the measurements:
Level 1 – Quoted prices (unadjusted) in an active market for an identical instrument.
Level 2 – Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from
prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation
techniques where all significant inputs are directly or indirectly observable from market data.
Level 3 – Valuation techniques using significant unobservable inputs. This category includes all instruments where the
valuation techniques includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instrument’s valuation. This category includes instruments that are valued-based on quoted prices for similar
instruments where significant unobservable adjustments or assumptions are required to reflect differences between
instruments.
for the year ended 31 December 2017
|115| THE RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS 2017