Masraf Al Rayan: Invitation to the Ordinary General Assembly Meeting - 2 April 2017

Transcription

1. Invitation to the Ordinary General Assembly Meeting Greetings , The Board of Directors of Masraf Al Rayan has the honor to invite all shareholders to the Ordinary General Assembly Meeting that will be held on Sunday, 2 April 2017 at 5.00 pm in Al Majlis Ballroom, Doha Sheraton Hotel. In case the required quorum is not met, a second meeting will be held on Sunday, 9 April 2017 at the same time and venue. Message from the Chairman & Managing Director Agenda 1. Discussion of Board of Directors report on the activities of Masraf Al Rayan and its financial position for the fiscal year ended on 31st December 2016 and the future plans of the Bank. 2. Discussion of Shari’ah Supervisory Board report on compliance of Masraf Al Rayan to Shari’ah rules for fiscal year ended on 31st December 2016. 3. Discussion and approval of the External Auditors report on the Balance Sheet and Income Statement of Masraf Al Rayan as presented by the Board of Directors for the fiscal year ended on 31st December 2016. 4. Discussion and approve the financial Statements for Masraf Al Rayan for the fiscal year ended on 31st December 2016. 5. Discussion and approval of the proposals of the Board of Directors regarding appropriation and cash dividend of QR.2.00 per share, representing 20% of the paid-up capital for the fiscal year 2016. 6. Discussion and approval of the Corporate Governance Report of Masraf Al Rayan for the year 2016. 7. Discussion and approval of absolving the Chairman and Members of Board of Directors from all responsibilities for the fiscal year ended on 31st December 2016, fixing their remuneration for the year ended on 31st December 2016 and approve the new guide of rules of compensation and the remuneration of the Board of Directors. 8. Approval of the Board of Director’s recommendations concerning the appointment of the Shari’a Supervisory Board of Masraf Al Rayan for the coming 3 years 2017- 2019 and giving the power to the Board of Directors to add a new member / members or to fill any vacancy in the board and to fix their remunerations and any other issues related to them during the period mentioned. 9. Approval of Masraf Al Rayan Board of Director’s recommendation concerning issuance of up to a maximum of US$ 3 billion equivalent of Islamic Sukuk – when necessary and in whatever currency– to meet Masraf Al Rayan's liquidity need. Also, giving the power to the Board of Directors of Masraf Al Rayan to implement the Sukuk issuance in stages according to Masraf Al Rayan's need, subject to approval of the concerned governmental authorities. 10. Appointing the External Auditors of Masraf Al Rayan for fiscal year 2017 and approve their fees. 11. Election of 7 members to be Board members for 3 years (2017-2019). Notes 1. All Shareholders are requested to be present at the meeting venue one hour before the start time of the meeting, to register their attendance and to receive the participation form. 2. If you are unable to attend the meeting for any reason, please authorize another shareholder to attend the meeting on your behalf, using the proxy form over leaf, duly signed by you. In case of the company, the form must be signed by the authorized person(s) and company stamp must be affixed. 3. It is not permitted to grant proxy to a non-shareholder of the bank or to a member of the Board of Directors. The number of shares held by a proxy holder must not exceed 5% of the total Bank’s share (37,500,000 shares). 4. A Statement will be prepared containing details mentioned in Article No. 122 of Commercial Companies Law No. 11 of year 2015. These details include remuneration granted to the Chairman and Members of the Board of Directors in cash and in kind as well as their bonuses and the amounts spent on advertisement and donations. This statement will be made available at the Shareholders’ Affairs Unit of Masraf Al Rayan one week prior to the General Assembly Meeting. Dear distinguished Shareholders, Assalamo AlIukum Wa Rahmato ALLAH On behalf of the members of the Board of Directors, I would like to welcome you all and present to you the Board of Director’s report for the financial year ended on 31 December, 2016. The Board of Directors continued to exert significant effort throughout 2016 in order to generate shareholder value as we continue to implement our comprehensive strategy successfully pursued over the past few years. In line with our strategy, we focused our efforts to serve our customers efficiently, protect and grow their assets and investments while generating value for our shareholders and to manage the different risks we face while keeping our people dedicated and committed towards achieving more progress and delivery of diverse Sharia compliant banking products and services to the full satisfaction of our clients. For the year ended 31 December 2016, Masraf Al Rayan achieved financial results which are considered to be decent despite the tough market conditions, as the year witnessed many events that dominated the economic landscape including the substantial decline of oil prices which led to many countries in the region to adopt more conservative policies and to take strong actions to control public spending in order to mitigate the effects of declining revenues. In addition to this we saw significant drop in liquidity in the market with corresponding increase in cost of deposits and other funding, leading to lower financing margins. Given the aforementioned challenges, the Board of Directors along with the Executive Management focused more on protecting the bank’s capital, asset quality, performance and operational efficiency. Accordingly the bank maintained its leading position as one of the leading banks among its peers in terms of strong capital adequacy ratio at 18.85%, best asset quality with NPL at 0.16% combined with one of best operational efficiency indicator as cost-income ratio stood at 18.09%. As a result, our financial performance ratios also remain one of the best among our peers with ROAA and ROAE at 2.37% and 16.77% respectively. Given these strong financial and performance indicators, the Bank has positioned itself among its peers at the top league locally, regionally and globally reflecting our prudent business strategy and conservative risk appetite. Moody’s Investors Service, the renowned international credit rating agency, in August 2016 upgraded Masraf Al Rayan's long term issuer ratings to A1 from A2, counterparty Risk (CR) Assessment to Aa3(cr) from A1(cr) with stable outlook. Masraf Al Rayan achieved a net profit of QAR 2,075 million during 2016, with total assets reaching QAR 91,531 million, a growth of 9.8% compared to 2015. Financing activities increased to QAR 67,635 million, a growth of 8.1%, while Investments activities reached QAR 14,521 million. Customer deposits increased by 4.3% to reach QAR 58,024 million and shareholders’ equity, before distribution, reached QAR 12,705 million achieving a growth of 5.5%. To strengthen our financial standing, the Board of Directors has transferred 20% of the 2016 net profit to the legal reserves instead of the 10% specified in Masraf Al Rayan’s Articles of Association and Qatari Companies Law No. (11) of 2015. In the meeting held on 16 January 2017, the Board of Directors recommended a dividend distribution of QAR 2.00 per share, i.e. 20% of the paid-up capital, and tonight, after we have obtained the approval of Qatar Central bank, we present this proposal to our distinguished members of the General Assembly for approval. Dear distinguished Shareholders, The Board of Directors and the Executive Management have always worked hard to seek and sustain the best interests of Masraf Al Rayan shareholders through a system of well-engaged strategies studying different business opportunities at local, regional and global level. During the month of December 2016, Masraf Al Rayan, Barwa Bank and International Bank of Qatar announced that they would enter into initial negotiations regarding a potential merger of the three banks to create a larger and stronger financial institution, which will maintain all its dealings in compliance with Sharia principles, with a solid financial position and liquidity to support Qatar's economic growth and to create value for all stakeholders, including the shareholders, customers of the three banks and to the national economy. We have now commenced the process of preparing the necessary pre-requisites for securing the required approvals from Qatar Central Bank, Qatar Financial Markets Authority and the Ministry of Economy and Commerce and our shareholders upon completing the detailed legal and financial due diligence and the other technical assessments of this opportunity including valuation studies. Masraf Al Rayan remains focused on providing integrated Sharia- compliant financing solutions for all our retail, private banking and business customers to meet and satisfy their increasing needs. Masraf Al Rayan also focused on developing the use of advanced technological resources offering comprehensive banking services via alternative and e-channels such as retail and corporate Online banking, Al Rayan Mobile and Al Rayan Phone. Masraf Al Rayan has put in place dynamic human resource plans to develop all employees across the organization and especially Qataris, through adopting long term strategies developed by management and implemented in collaboration with the Ministry of Labour and other related local institutions. In 2016, staff training hours (classroom and in the job) have exceeded 14,900 hours. Masraf Al Rayan continues to honor its social responsibility role towards the society and communities we operate in, which is embedded in our corporate governance principles and practice by supporting many events and activities that benefit institutions in our country to exercise their role in building a better society. These programs cover humanitarian, health and sporting activities. Before concluding my report, I am honored on behalf of the Board of Directors to express our sincere acknowledgment and gratitude to His Highness Sheikh Tamim Bin Hamad Al Thani, the Emir of Qatar for his judicious vision and directions to guide the success of the economy of the State of Qatar. I would also like to thank His Excellency Sheikh Abdullah Bin Saud Al Thani, the Governor of Qatar Central Bank and His Excellency Sheikh Fahad Bin Faisal Al-Thani, Deputy Governor of Qatar Central Bank for their support of the banking sector and for their role in maintaining and safeguarding the financial stability of the State of Qatar. My thanks and appreciation also goes to Masraf Al Rayan’s shareholders and customers for their relationship and support. My thanks also go to the executive management and the staff who exerted outstanding efforts during 2016 to achieve these results and are bearing the responsibility to continue to achieve better results in the years to come. In conclusion, I hope that we have succeeded in achieving what is best for our shareholders and our customers. Assalamo AlIukum wa Rahmato ALLAH Dr. Hussain Ali Al Abdulla Chairman & Managing Director CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED INCOME STATEMENT As at 31 December For the year ended 31 December 2016 QAR ’000 2015 QAR ’000 ASSETS Cash and balances with Qatar Central Bank Due from banks Financing assets Investment securities Investment in associates Fixed assets Other assets 3,126,085 5,692,239 67,634,561 14,012,110 508,560 148,194 408,986 2,736,915 2,376,269 62,566,639 14,624,801 469,052 147,482 410,255 TOTAL ASSETS 91,530,735 19,059,705 10,533,627 1,573,592 2,333,464 408,612 Total net income from financing and investing activities 2,742,076 239,671 (1,418) Net fee and commission income 312,523 238,253 83,331,413 Foreign exchange gain Share of results of associates Gain on sale of investment in an associate Other income 133,926 52,377 93,071 8,599 107,878 55,648 186,143 6,793 13,344,591 6,183,762 2,005,333 TOTAL INCOME 3,755,041 3,336,791 Staff costs Depreciation Other expenses Finance expense (284,914) (16,318) (161,465) (356,390) (291,904) (15,472) (244,813) (118,205) TOTAL EXPENSES (819,087) (670,394) (1,551) (1,127) 567 (47,344) PROFIT FOR THE YEAR BEFORE RETURN TO INVESTMENT ACCOUNT HOLDERS Less: Return to investment account holders 2,933,276 (860,916) 2,619,620 (618,625) PROFIT BEFORE TAX FOR THE YEAR Tax credit / (expense) 2,072,360 3,695 2,000,995 25,142 NET PROFIT FOR THE YEAR 2,076,055 2,026,137 Net profit for the year attributable to: Equity holders of the Bank Non-controlling interests 2,075,286 769 2,073,369 (47,232) 2,076,055 2,026,137 2.767 2.764 31,166,924 21,533,686 47,490,298 49,439,504 7,500,000 1,862,926 1,345,733 1,983 (14,942) 107,146 1,902,070 7,500,000 1,447,869 1,136,540 12,590 (1,479) 80,468 1,867,805 TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE BANK Non-controlling interests 12,704,916 168,597 12,043,793 314,430 TOTAL EQUITY 12,873,513 12,358,223 TOTAL LIABILITIES, EQUITY OF INVESTMENT ACCOUNT HOLDERS AND EQUITY 91,530,735 83,331,413 These consolidated financial statements were approved by the Board of Directors on 16 January 2017 and were signed on its behalf by: Adel Mustafawi Group Chief Executive Officer 2,620,627 533,918 314,288 (1,765) TOTAL LIABILITIES Dr. Hussain Ali Al-Abdulla Chairman & Managing Director Net income from financing activities Net income from investing activities 3,154,545 EQUITY OF INVESTMENT ACCOUNT HOLDERS EQUITY Share capital Legal reserve Risk reserve Fair value reserves Foreign currency translation reserve Other reserves Retained earnings 2015 QAR ’000 Fee and commission income Fee and commission expense LIABILITIES, EQUITY OF INVESTMENT ACCOUNT HOLDERS AND EQUITY LIABILITIES Due to banks Customer current accounts Other liabilities 2016 QAR ’000 Net (impairment losses) / recoveries and reversals on financing assets Net impairment losses on investment securities BASIC AND DILUTED EARNINGS PER SHARE (QAR)