Saudi British Bank (SABB): Annual Report 2021

Transcription

2. S A B B | Annual Report 20 21
3. The Custodian of the Two Holy Mosques King Salman Bin Abdulaziz Al Saud His Royal Highness Crown Prince Mohammad Bin Salman Bin Abdulaziz Al Saud D em o ns t r at ing Res ilienc e . D eliver ing Gr ow th . | 3
4. About SABB S A B B | Annual Report 20 21
5. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Our vision To bring a world of financial opportunities to an ambitious Kingdom We enjoy a unique position as the leading international bank in the Kingdom of Saudi Arabia. We give our customers the highest quality service and an unmatchable breadth and depth of experience and know-how from local and international best practice, delivered through digital and personalised service driven by customer preference. Our strategic partnership with HSBC Group, one of the world’s leading financial institutions, positions us as a preferred banking partner. As a leader in key segments of the financial sector, we will be where the growth is in Saudi Arabia. Our staff will see SABB as the best place to work in Saudi Arabia, offering the best training and development, unparalleled access to international best practices and the most progressive working standards in tune with the evolution of the Kingdom. Our business Saudi British Bank (‘SABB’ or the ‘Bank’) was established in 1978 as a Saudi Joint Stock Company. Today the Bank has in issue SAR 29.1 bln of share capital and share premium, equating to 2,055 million shares with a nominal value of SAR 10. SABB provides a comprehensive range of banking services to retail, corporate and institutional customers throughout the Kingdom. Since its foundation, SABB has maintained its strategic partnership with HSBC Group, one of the world’s largest and most geographically diverse financial services corporations. The partnership has provided SABB with a vital competitive advantage, affording customers access to the best international services available in the Saudi market. HSBC Group currently retains a 31% stake in SABB. More than 1.3 MILLION Our merger with Alawwal Bank The merger between SABB and Alawwal Bank, completed in June 2019, brought together two of Saudi Arabia’s best established and most trusted financial institutions, and was a milestone moment for the Saudi capital market. retail customers The merger was a compelling opportunity to create an institution with enhanced scale and balance sheet strength to support and play an instrumental role in the Vision 2030 economic transformation programme, supporting the financing of infrastructure projects, the development of the capital market, the prioritisation of public services and assets, and the creation and build out of new sectors of the economy. SABB has SAR 272.4 bln of total assets, SAR 174.3 bln of gross customer loans and SAR 186.8 bln of customer deposits. As at 31 December 2021, the market capitalisation of the Bank was SAR 67.8 bln. The merged Bank has cemented its position as a top-tier Saudi financial institution, with total revenue in 2021 amounting to SAR 7.9 bln, more than 1.3 million retail customers and over 23k corporate and institutional customers. The combination of the two banks has created a substantial retail and wealth management business, with increased resources to innovate and connect with a young and tech-savvy customer base. SABB continues to be one of the leading corporate banks in the Kingdom and the bank of choice for international customers. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 5
6. A JOINT HISTORY OF OVER 160 YEARS 1926 1928 1939 Netherlands Trading Society opens in Jeddah Assists the Kingdom in issuing its first independent currency Facilitates payment for first oil export 2017 2016 Launches first digital branch IBDA Rebrands to Alawwal Bank Best Digital Bank in Saudi Arabia (Banker Middle East) Bank of the Year in KSA (The Banker) 2003 Issues first subordinated bond in the Kingdom Issues first smart credit card in the Kingdom 2018 Best Trade Finance Provider (Euromoney) Merger Most Innovative Bank in KSA (Banker Middle East) Saudi Hollandi Bank established as a JV bank 2004 2019 2018 1977 Best Treasury and Cash Management Provider (Global Finance) SABB 1991 2002 2005 2016 Issuance of SABB’s first credit card First Saudi bank to launch a Home Finance Programme First Saudi bank to issue international bonds Best Bank in Saudi Arabia (Asiamoney) 1990 1978 1950 SABB’s first ATM launched Royal Decree establishing SABB SABB’s origins begin at a branch of BBME in Alkhobar S A B B | Annual Report 20 21
7. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 7
8. At a glance D e mons tratin g Res i l i en ce . D e livering G row t h . Net income after Zakat and income tax (SAR mln) Total assets (SAR mln) 2021 272,396 2021 2020 276,452 20201 2,790 2019 265,987 2019 2,736 2018 174,677 2018 2,698 2017 187,615 2017 3,575 82,028 99,870 0 0 50,000 100,000 150,000 200,000 250,000 300,000 SABB 3,202 1,000 Alawwal Bank SABB Loans and advances, net (SAR mln) 167,556 2021 186,761 2020 153,243 2020 189,110 2019 152,075 2019 192,167 2018 110,326 2018 130,507 2017 117,006 2017 140,240 57,767 63,639 50,000 100,000 SABB Alawwal Bank 150,000 200,000 0 250,000 50,000 SABB Shareholders’ equity (SAR mln) 950 2,000 3,000 4,000 5,000 6,000 Alawwal Bank 52,926 2021 0.86 2020 50,657 2020 - 2019 55,994 2019 1.20 2018 32,467 2018 1.96 2017 33,345 2017 1.42 0 10,000 20,000 30,000 40,000 50,000 60,000 SABB 1. Excludes goodwill impairment and associated tax impact 64,573 78,275 100,000 150,000 Alawwal Bank Dividend per share (SAR) 2021 S A B B | Annual Report 20 21 878 Customer deposits (SAR mln) 2021 0 420 SABB 200,000 250,000
9. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Customer lending by business 23% Gross loans RBWM vs. CIB 8.0% Underlying return on tangible equity SAR 174.3 bln 77% SAR 1.56 EPS SAR 7.9 bln 2021 revenue 1.3 mln 23k 5% Retail customers Corporate and institutional customers Mortgage market share c.20% 13% Trade market share corporate lending market share SAR 174 bln of gross customer loans 19.29% 49% CET 1 ratio Shareholding in HSBC SA - the leading investment bank in the Kingdom D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 9
10. Table of contents 12 22 60 SA BS BA | BAnnual B | Annual Report Report 2021 20 21 About SABB 04 At a glance 08 Bank profile Demonstrating resilience. Delivering growth. 14 Year in review 16 SABB and Vision 2030 18 Investment case 20 Strategic report Board Chair’s statement 24 Managing Director’s message 26 Business model 28 Strategy 2025 30 Digital strategy 32 Customer experience 34 Market overview 36 Chief Financial Officer’s review 38 Operating review 40 Capital overview 50 Supporting Micro,Small and Medium-sized Enterprises 52 Environmental, Social and Governance focus 56 Governance The Board of Directors ('the Board') 62 Biographies of Board Members 64 Biographies of Executive Management 68 Changes to the Board during 2021 74 Board sub-committees 75 Risk governance 82 Internal controls 87 Board assurance 90 Related parties 91 SABB General Meetings 96 Directors’ and Senior Executives’ interests 97 Remuneration 98 Legal entity structure 103 Appointment of external auditors 104 Debt securities in issue and other borrowings 105 Statutory payments 106 Penalties 107
11. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE 2021 awards Global Finance Mastercard Best Private Bank in KSA Best Trade Finance Provider Best Bank in KSA Best Consumer Digital Bank Best SME Bank in KSA Global Excellence Award – Best-in-class e-Comms Acquirer World Economic Magazine Best Commercial Bank Global Finance Sustainable Finance Awards The Asian Banker Outstanding Leadership in Sustainable Project Finance Best Cash Management Bank in KSA Euromoney Cash Management Survey Market Leader and Best Service Global Trade Review Best Trade Finance Bank in Saudi Arabia Ripple’s Swell Blockchain Innovation Award – Network Accelerator The Digital Banker Best Bank for Trade Finance in KSA Global Business Outlook Best Customer Service Bank Asiamoney Best Bank in KSA Euromoney Best Bank in KSA Euromoney Trade Finance Survey Market Leader Best Service D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 11
12. Bank profile 16 Demonstrating resilience .Delivering growth. 18 Year in review 20 SABB and Vision 2030 22 Investment case S A B B | Annual Report 20 21
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14. Demonstrating resilience . Delivering growth. SABB demonstrated strength and resilience to deliver on its promises, and returned to profitable growth during the year, despite a challenging operating environment characterised by increased competition and the continued impact of the COVID-19 pandemic on our market. 1 2 3 Final phase of integration with Alawwal Bank successfully completed 2025 Strategy launched The start of a SAR 1.5 bln investment phase in technology and people kicks off S A B B | Annual Report 20 21
15. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Early in 2021, the final phase of our integration with Alawwal Bank was successfully completed – the culmination of an exciting journey to create the enhanced scale and balance sheet strength to support and play an instrumental role in the Saudi Vision 2030 economic transformation programme – achieving our synergy target while emerging with a stronger brand and market position. Accelerating through the year, we delivered a robust financial performance with traction across our Corporate, Retail and Treasury businesses, with continued lending growth, a reduction in non-performing loans and strong net income generation, all supported by robust levels of capital, liquidity and a strong funding base. Building on this strong foundation and solid momentum, the launch of our ‘2025 Strategy’ has set us on a new growth journey, complemented by progressive improvements in customer experience and operational performance through the launch of our new digital strategy. ESG remains a central pillar of our present and our future; this year we became the first Saudi institution to make a green deposit, established an ESG-compliant fund through HSBC Saudi Arabia, acted as the lead project financing arranger for the Red Sea giga-project, and were awarded ‘The Leading Bank in Financing Sustainable Projects in the Middle East’ from Global Finance Magazine. Leveraging the experience and leadership of our Board and Executive Management, and bolstered by our unique relationship with HSBC international, we move forward with clarity, confidence and ambition to create sustainable value for our diverse stakeholders, support the national growth agenda, and bring a world of financial opportunity to an ambitious Kingdom. 4 5 6 Returned to profitability and demonstrated consistent growth First Saudi institution to make a green deposit ‘The Leading Bank in Financing Sustainable Projects in the Middle East’ Global Finance Magazine D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 15
16. Year in review • • FEBRUARY • SABB were platinum sponsors of the Global Trade Review MENA conference, which is widely recognised as the most comprehensive and well established trade finance gathering in the Middle East. • • SABB and Alawwal Bank’s historic integration was completed, with all products and services combined for all customers on ‘Customer Day 1’. KAUST hosted the TAQADAM start up accelerator showcase in partnership with SABB. Euromoney named SABB the “Best Trade Finance Service Provider” and “Market Leader’’ in Saudi Arabia. SABB partnered with Saudi fintech ‘Geidea’ to launch ‘Tap on Phone’. SABB became the first bank in the Kingdom to introduce an instant, digital international money transfer service. DECEMBER • S A B B | Annual Report 20 21 SABB was named ‘Saudi Arabia’s Best Customer Service Bank’ 2021 from Global Business Outlook. NOVEMBER • • • • APRIL MARCH • • SABB started its annual programme ‘SABB Ramadan Basket’ for this year, in collaboration with 12 charities, to distribute food baskets to families in need around the Kingdom. SABB participated in the Red Sea Development Company’s first ever Riyal-denominated Green Finance credit facility with a SAR 14 bln loan. SABB went live with an instant, cross-border transfer service for the US corridor through the Blockchain payment technology powered by Ripple. SABB launched the Technology Sector Financing Programme, designed to finance MSMEs in the Information Technology sector, in cooperation with the National Technology Development Programme and the Kafalah Programme. SABB launched a Shariah Compliant Supply Chain Finance Solution to increase financing to the SME sector and meet customers’ needs, in line with Vision 2030.
17. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE OCTOBER • • • • Saudi Arabian Airlines (SAUDIA) announced the launch of the revamped SABB-ALFURSAN Mastercard Platinum co-branded credit card in partnership with SABB. SABB became the first Saudi Arabian institution to present a green deposit, where SABB deposited funds to HSBC to be used to finance green initiatives. SABB signed an MoU with the Green Horizons Environmental Association to jointly achieve the objectives of the Saudi Green Initiative. SABB sets up a focussed Digital Office to lead the Digital transformation. • • • JULY • SABB won the ‘Saudi Arabia’s Best Bank 2021’ award by Global Finance Magazine for the second year in a row. SABB signed a cooperation agreement with Takamol Business Services. The agreement aims to enhance SABB’s digital strategy by digitising training programmes offered by the SABB Academy. SABB and the Saudi Food Bank (Eta’am) entered into a joint cooperation agreement to establish and operate the first central catering kitchen in the city of Riyadh, to provide ready-made meals for beneficiaries of social security families, orphans and people with special needs. SABB was named ‘The Leading Bank in Financing Sustainable Projects in the Middle East’ and ‘Best Consumer Digital Bank’ by Global Finance. SABB sponsored a major sustainable investment forum organised by the Saudi British Joint Business Council (SBJBC) in London, with discussions focused on exploring the best ways to support the transition to a more sustainable economy, and how the UK and KSA can constructively collaborate towards their sustainability goals ahead of COP 26. • AUGUST • SABB welcomes Tony Cripps, a seasoned banker from the HSBC Group, as the Bank’s new Managing Director, and launches its new 5-year strategic plan. Alawwal Invest (AI) entered into an agreement with HSBC Saudi Arabia related to the transfer of HSBC’s asset management and retail businesses to AI. SEPTEMBER MAY • JUNE • • SABB won the ‘Best Developed Financing Provider’ in the Sakani Housing Programme. SABB was named the ‘Best Bank in Saudi Arabia’ for 2021 by Euromoney. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 17
18. SABB and Vision 2030 SABB ’s strategic positioning and competitive strengths ensure that it will both contribute to and benefit from the national economic growth agenda that is embodied in the Government’s Vision 2030 programme. The Vision is built on three themes: A VIBRANT SOCIETY A vibrant society is vital to achieving the Vision and establishing a strong foundation for economic prosperity. The goal is to create a society in which every citizen enjoys a happy, fulfilling lifestyle complemented by a standard of living which provides a safe and secure environment for families, and access to world class healthcare and education. A THRIVING ECONOMY A thriving economy provides opportunities for all by building an education system aligned with market needs to equip youth with the skills for the jobs of the future, creating economic opportunities for the entrepreneur and the small enterprise, as well as the large corporation. KEY THEMES FOR SABB • Support the development of new sectors (e.g. entertainment, tourism, technology) and the development of major government projects. • Support the privatisation programme to transfer a significant portion of government assets to the private sector, to improve economic efficiency. • Develop key industries by localising manufacturing, developing adjacent oil and gas sectors, expanding mining, using renewable energy, and improving logistics infrastructure. • Expanding contribution of SMEs to the economy, with the expectation of growth in bank lending to the sector. • Increasing inflows of foreign direct investment and improving the flow of capital by advancing capital markets. S A B B | Annual Report 20 21 AN AMBITIOUS NATION An ambitious nation applies efficiency and responsibility at all levels in order to deliver the Vision, including building an effective, transparent, accountable, enabling and high-performing government. • Increasing the rate of savings and savings options for Saudi citizens. • Improve the financial literacy of the population. • Significant growth in home ownership and related financing. • Build a Digital Economy moving to a cashless society, increasing fintech presence and alternative banking opportunities. • A clear focus on labour participation to improve employment opportunities for local citizens, women, those with disabilities, and improve the readiness of youth to enter the workplace.
19. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 19
20. Investment case FIVE REASONS TO INVEST IN SABB : 1. Leading international bank in the Kingdom Our institution has developed into the leading international bank in the Kingdom through a deep understanding of the needs of our customers and a bespoke product suite that delivers intrinsic value. Our unique partnership with HSBC Group enables us to bring international connectivity to our customer base and aligns our approach with global best practice. We are the ‘go-to’ bank for inbound and outbound multinational corporates and institutions operating into or from Saudi Arabia, and the number one bank in the Kingdom for trade. 2. Increased scale to support Vision 2030 growth aspirations The Kingdom is navigating its path through undoubtedly its biggest economic transformation programme, bringing a wealth of opportunity to every family and enterprise domestically, but also playing to international opportunities. SABB, following its merger with Alawwal Bank, created a top tier banking institution. Through its robust balance sheet and market-leading suite of products, the Bank possesses the scale and capability to support such an ambitious programme. 3. Financial strength Historically, we have delivered top tier financial performance from a strong balance sheet, robust funding and liquidity dynamics, and a solid capital position. Following the merger with Alawwal Bank, we S A B B | Annual Report 20 21
21. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE have taken the necessary steps to protect our balance sheet and conservatively manage the provisioning of our portfolio. We are in a position of strength to meet the demands of our customers. 4. Positioned for growth The last two years has been focussed on integrating SABB and Alawwal banks. Our Strategy 2025 is growth focussed and supported by a drive to digitise the banking platform and customer experience. Our growth agenda aims to build on our strengths in our corporate franchise and provide a more enhanced retail provision to support the growing needs of our retail customers. Our long-term strategy coupled with a core set of finance fundamentals and a robust economy positions us well for growth. 5. We are safe, sustainable and dependable A robust approach to corporate governance is a key strength for any organisation and SABB ensures it adopts best practices in this field to create value for all the Bank’s Stakeholders. The Board sets the Bank’s strategy and risk appetite with the aim of achieving sustainable value and promoting a culture of openness and debate. Our Board brings a successful balance of international banking best practices, together with local, commercial and institutional insight and experience. Our business decisions are made in the interests of all concerned Stakeholders and we will always act responsibly and in a sustainable manner. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 21
22. Strategic report 24 Board Chair ’s statement 26 Managing Director’s message 28 Business model 30 Strategy 2025 32 Digital strategy 34 Customer experience 36 Market overview 38 Chief Financial Officer’s review 40 Operating review 50 Capital overview 52 Supporting Micro,Small and Medium-sized Enterprises 56 Environmental, Social and Governance focus S A B B | Annual Report 20 21
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24. Board Chair ’s statement It is my pleasure to introduce the SABB Annual Report for the year ended 31 December 2021. It is difficult to summarise the past year, a year during which we had to deal with the additional challenges and uncertainties posed by the global COVID-19 pandemic and the related starts and stops of the global economy. However, the tests of dealing with the challenges and uncertainties of 2021 demonstrated the resilience of the Saudi economy, and in particular the banking sector, including SABB. SABB took on those challenges and dealt with the uncertainties from a position of financial and strategic strength, and has now pivoted back to growth mode. Demonstrating resilience. Delivering growth. Two key events during 2021 laid the foundation and charted the path to achieving our strategic goals: Firstly, during March we concluded the final elements of the integration of SABB and Alawwal banks. The importance of the transaction – the first banking merger transaction in the Kingdom – had an impact beyond SABB’s borders. Therefore, our energies and efforts were heavily focused on ensuring the right outcome, which was the culmination of over three years of hard work and effort from dedicated individuals across the organisation and beyond. SABB emerged a stronger entity with a single IT system, a single shared culture and a stronger balance sheet, better enabling us to meet the growing needs of our customers and demands of the Kingdom’s Vision 2030 transformation programme. Secondly, we committed to our long-term strategic goals and the steps we will take to achieve them. Our strategic plan was put in motion, with an underlying strategy at its core that paves the way to capitalise on the positions of strength we have enjoyed in our rich history. 2021 marked the start of the investment phase of our strategic plan, focused on developing the key enablers across the bank to help accelerate performance, creating a sustainable banking organisation, and supporting the aims of the Kingdom’s Vision 2030 plan. And we have already begun to reap the benefits of that investment, as evidenced by a resilient performance that grew our loan portfolio for the fifth consecutive quarter, improved our asset quality and generated growth in capital. Our operating environment The COVID-19 pandemic continued to impact our customers and stakeholders throughout 2021, although the Kingdom’s thoughtful and measured programme of support has helped us to weather much of the uncertainty, including the successful vaccination programme and the monetary and fiscal help provided to businesses and individuals. Throughout 2021 demand for mortgage lending remained strong and the sentiment for corporate credit became increasingly more confident. With energy prices strengthening in the second half of the year and the consensus for increases in benchmark interest rates being 2021 marks the start of the investment phase of our strategic plan where we develop the key enablers across the Bank to help accelerate performance, create a sustainable banking organisation, and support the aims of the Kingdom’s Vision 2030 plan. S A B B | Annual Report 20 21
25. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE brought forward, in part to remedy growing inflation, challenges remain but the outlook for the banking sector looks robust. The Saudi government’s budget for 2022 was endorsed by the Council of Ministers in December. The budget expects GDP growth of 7%, compared with 3% in 2021, supported by increases in oil revenues. Programmes such as the newly announced National Investment Strategy which will be driven by Shareek, a programme that looks to build partnerships between the public sector and private listed entities, will be key catalysts for the next stage in the evolution of the Saudi economy. The Kingdom’s commitments to sustainability also culminated in setting a target of net zero emissions by 2060. The desire of the Kingdom to be at the forefront of transitioning to a more sustainable existence is perfectly congruent with SABB’s ambitions and it is exciting to participate in and support this journey. Performance against our strategic objectives Our long-term strategic goals aim to reinforce SABB’s position as a leading bank in the Kingdom, and as a provider of great services to customers and attractive returns to our investors. As noted above, 2021 marked the start of the investment phase and it was pleasing to see solid progress in developing some of the key enablers for our longer-term goals, from setting up an in-house digital office to developing a fuller suite of mortgage products and enhancing our online mortgage offering. While doing that, we also seized the opportunity to participate in some key landmark transactions, including acting as one of the lead arrangers on the SAR 14 bln financing to fund the Red Sea Development project. It was also pleasing to see strong loan origination across all our key product areas, some of which was driven by the investments made Right-sizing our governance and management structure although we expect more to come from these investments during 2022. As you can see, if one word were to sum up our strategy, it is ‘growth.’ And while we are very pleased to have seen the early signs of growth in 2021 resulting from our investments, we expect even greater growth in 2022. Sustainable financial performance Delivering sustainable financial performance is a key feature of our strategy. SABB’s financial performance during 2021 includes a return to profitability, continued loan growth with improvements in efficiency and asset quality. We generated SAR 3.9 bln of net income before zakat and income tax for the year and SAR 7.9 bln of revenue. Our financial results are robust proof-points of our resilience and progress made in 2021. SABB has proposed a final dividend of SAR 0.36 per share for the second half of the year, bringing the total dividend relating to 2021 to SAR 1.8 bln in total. Importance of ESG With ESG woven into both our strategy and the long-term transformation goals of Vision 2030, during the year we focused on formulating our ESG strategy. This initiative marks a critical transition for SABB and our customers, because we believe that a firm commitment to ESG, in both word and action, is absolutely necessary to achieve sustainable growth. Operationally during 2021, SABB made positive contributions to this area by making the first ever ‘green’ deposit and working with our HSBC partners to provide our customers with the opportunity to invest in ESG-compliant funds. The genuineness of our commitment and success of our efforts were recognized when we were deemed to be ‘The Leading Bank in Financing Sustainable Projects in the Middle East’ by Global Finance Magazine, the award demonstrating SABB’s growing strengths in this area. We are proud of the calibre and broad experience of both our board and senior management team. In February, our previous Managing Director David Dew took the decision to retire after 11 years as Managing Director. The Board is extremely grateful to David for his contribution and commitment to SABB’s journey. Tony Cripps joined the Board and succeeded David as Managing Director, and I am extremely excited about the future of the bank under Tony’s leadership. Tony brings a wealth of experience, having worked in a number of growth-oriented geographies during his time at HSBC. Mathew Pearce also ended his tenure as Chief Financial Officer, and we welcomed Lama Ghazzaoui, a much seasoned Saudi CFO, to SABB. I am especially grateful for the diligence and professionalism of my Board colleagues. They each devoted much time and effort to meeting regularly and discussing key matters, such as integration, strategy, risk management, culture, talent and customer experience, all while dealing with the continued challenges brought by the pandemic. I also extend a sincere note of gratitude to our staff at all levels, who are the driving force behind the accomplishments of the bank during 2021. Both the Board and senior management are very proud of, and grateful for, their devotion, empathy, resilience, expertise and professionalism in these continued challenging and unprecedented times. And, finally, I extend our gratitude for the guidance and support of the Saudi government, especially our regulators at SAMA and the CMA. Mrs. Lubna S Olayan Board Chair D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 25
26. Managing Director ’s message My remit for SABB is simple – execute on the long-term growth-focused strategy and enable SABB to regain its positions of strength that it previously enjoyed throughout its rich and diverse history. Delivering our strategic goals will also strengthen SABB’s sustainability, ensuring we remain relevant for our customers far off into the future. One Bank – completion of Customer Day 1 We completed Customer Day 1, the point of time at which we are a single fully-integrated bank in March. This was completed before my tenure commenced however, I would like to express my congratulations to the SABB family for achieving this milestone, within agreed timescales and costs. Since Customer Day 1, we have continued to review our processes and systems in order to investigate and achieve further efficiencies, and it is particularly pleasing to announce that we have increased our cost synergies to c. SAR 0.7 bln or 20% of the combined pre-merger cost bases of SABB and Alawwal banks. Total cumulative integration costs were SAR 1.1 bln. Both these metrics are ahead of our original guidance. The Bank is now stronger and with increased capacity to serve our customers and clients. Strategic overview Our strategy is clear and straightforward: build on our positions of strength and participate more in areas of growth connected to the Kingdom’s Vision 2030 plans. SABB possesses a number of strengths and competitive advantages that sets us apart from our peers. We are the number one international bank in the Kingdom – we provide our customers with access to a global banking ecosystem through our partnership with HSBC. We possess strengths in corporate and traderelated banking services, and also provide a diverse retail banking operation with a wealthfocused agenda. Saudi British Bank has a clear vision – to ‘Bring a world of financial opportunity to an ambitious Kingdom.’ As the Kingdom grows, we will be there to support that growth and have the means and expertise to grasp the opportunities ahead, and help our customers and clients realise their ambitions. S A B B | Annual Report 20 21
27. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE During 2021, as we completed the final stages of the integration, we began our investment phase. This is the start of an extended programme of investment where we will look to invest over SAR 1.5 bln to modernise and transform our IT infrastructure, develop new capabilities and skillsets among our employees, and digitise our processes and operations enabling an end-to-end digital customer experience. The rewards for this investment will begin to materialise during 2022, although we would expect the bulk of the return to be after 2022. Joining SABB in May of this year, I’ve been struck by the energy that I’ve witnessed across the Bank from transitioning from ‘integration-mode’ straight into ‘growth-mode’ and I am excited for the future. 2021 performance Looking back on 2021 in its entirety, both before my joining and after, the sheer volume of accomplishments that SABB has made is astounding. Our corporate business has grown sustainably over the year with lending increasing 9%, and despite the heightened liquidity levels during the year leading to increased levels of repayments, our corporate business used their strong relationships, products and services to support our customers whilst growing the balance sheet. With our large corporate and multinational strengths, we were successful in winning one of the key Red Sea Development Company mandates earlier in the year, which will be the first Riyal denominated green loan in the Kingdom. Our retail business accelerated its involvement in the mortgage industry by enhancing our online sales capability and developing a fuller suite of REDF mortgages. This was the first step in the investment phase for the retail business. It was very pleasing to see the near doubling of mortgage originations during 2021, despite the full suite not being available during the year. We remain very optimistic that we can accelerate mortgage growth further in 2022, given the investment made during the past year. Our financial performance was incredibly resilient despite the continued uncertainty driven by the global pandemic and competitive pressures. We returned to profit in 2021, compared with 2020, generating SAR 7.9 bln of revenue and SAR 3.9 bln of net income before Zakat and income tax. Gross lending increased for the fifth consecutive quarter closing 2021 with SAR 174.3 bln of lending and we finished the year with SAR 186.8 bln of customer deposits and an 82% demand deposit ratio. Capital, funding and liquidity metrics remain strong and we have the capacity to support future growth. Our people It was a great honour to be asked to lead SABB on the next stage of its journey. I am hugely grateful to my predecessor David Dew for a smooth transition – David was a great ambassador for SABB for over 11 years as Managing Director and we wish him well for his retirement. As mentioned earlier, I am greatly excited about our Bank’s prospects as we look to accelerate our growth, and my thanks go to the Board, Executive Management and all SABB employees for the energy and vigour that I have witnessed in abundance since I started in May – there is no doubt in my mind that this energy will translate into success for the Bank for years to come. Mr. Tony Cripps Managing Director D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 27
28. Business model Following the SABB-Alawwal merger , the business model of our unified institution has been designed to ensure the Bank delivers value to customers, employees and Shareholders, while delivering on our strategic priorities for supporting Saudi Arabia’s Vision 2030 development programme. The business model serves to build and deepen sustainable relationships between the Bank and its Stakeholders, taking advantage of the opportunities that have been created by the union of the two institutions. Stakeholder value creation • Creation of a stronger franchise with significant potential for material synergies • EPS accretive for both SABB and Alawwal Bank Shareholders STRONG LOCAL FRANCHISE Scale • Broader customer base • Larger market position • Size to support growth Diversity • International network • Conventional and Islamic product suite across retail1, corporate and treasury segments • Access for local and global customers Digital • Market leading digital banking capabilities Resource • First-class human capital and development • People drive innovation and customer service 1 REALISING SYNERGIES Cost • Expected annual run-rate cost synergies of 15-20% of combined cost base Revenue • Revenue synergies of 2-3% from cross-selling, deeper customer penetration, diversified funding Integration • Integration cost in range of 1.5-1.8x annual run-rate cost synergies Delivery • Synergies to be fully realised three years post-integration completion SABB offers only Shariah compliant products to its retails customers. S A B B | Annual Report 20 21 • Capacity and resource to directly support the social and economic agenda of Saudi Vision 2030 GLOBAL SUPPORT HSBC Group • Continued support of HSBC Group through Technical Services Agreement that runs through 2027 • Provides unique global connectivity and customer access / value-added not offered by any bank in Saudi Arabia • Continued right to use HSBC’s well-known hexagon logo
29. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 29
30. Strategy 2025 Strategy 2025 In May , the Bank announced its longer-term strategy and the steps that will be taken in order for SABB to regain some of the key business and financial positions that it enjoyed prior to the merger. The first step of this was to conclude the integration which was successfully completed during March as we passed our ‘Customer Day 1’. The strategy looks to build further on our traditional focuses and areas of strength, but also looks to expand in those target areas which complement the Vision 2030 plan. Best-in-class universal banking serving all customer groups in the Kingdom Be the leading international bank in the Kingdom, accessing an unrivalled global network through HSBC Offer a leading online and mobile digital banking experience The best place to work Our people We bring a world of financial opportunities to an ambitious Kingdom Digital excellence VISION • Bank of choice for Large Corporates • Reinforce leadership in Trade and Payments • Maintain leadership in Wealth Maximise our participation in key growth areas • Fastest growing Mid-Corporate business • Digital SME focus • Mortgage expansion through REDF • Reinforce our position in Cards Transform the organisation • Lead in digital innovation and evolve the IT architecture • Transforming HR and developing the right talent • Revamp operating model through automation and digitisation RETURNS Increase Return on Tangible Equity (RoTE) and Earnings per Share (EPS) S A B B | Annual Report 20 21 Improve Cost to Income ratio (CER) Maintain strong Capital and Liquidity Maintain Dividend payout Be where the growth is Build on our core strengths Leverage our HSBC partnership THE STEPS WE WILL TAKE
31. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE 2021 is the first year of an ambitious five-year plan that will see SABB regain some of the key financial and business positions it enjoyed prior to its merger with Alawwal Bank. It is the year where we laid the foundations for future success and kicked off an investment programme that starts the journey of fully digitising the Bank. Customer Day 1 Following the integration of the corporate business in late 2020, the Bank completed its customer integration of the retail business in March which was referred to as ‘Customer Day 1’. Following this, SABB is a single bank, with one branch network, one IT system, one website and one shared culture. SAR 0.7 bln of annualised cost synergies SAR 0.2 bln of revenue synergies Investment The investment phase kicked off in earnest at the middle of the year, creating an inhouse Digital Office and we made tangible progress in digitizing key customer journeys and developing critical retail products. SAR 1.5 bln of committed investment for the next five years Loan growth Growth in customer loans continued throughout 2021 and we ended the year with a fifth consecutive quarter of growth. Corporate loans grew 9% despite repayments being a general sectoral theme and retail loans grew 7% supported by strong mortgage originations. The start of 2022 will also see the fruits of the investments made in a variety of digital retail products, and we expect our retail growth to accelerate further, helping the Bank in achieving its 2025 aim of having a 70:30 corporate to retail split in its loan book. 9% YoY growth in customer loans Cost management and efficiency Returns 2021 saw a return to profit following the impairment of goodwill in 2020; underlying 2021 net income were up 11%. Revenue fell 11% in 2021 mainly because of lower net special commission income following the reductions in benchmark rates in 2020 and the ever-present competition, but it was positive to see a stabilisation in margins in the second half of the year and we look more optimistically to 2022 with the prospect of increasing rates. Underlying profits up 11% YoY Capital and liquidity Our 2021 capital, liquidity and funding positions have remained strong. Robust cost management has been a core discipline at SABB, and throughout the integration, the cumulative costs associated with joining the banks together have been at the lower end of the guidance range. Underlying expenses fell 3% in 2021 despite a ramp up towards the end of the year, as we commenced the investment stage of our strategy. The impact of annualised synergies has generally offset increased expenditure and inflationary pressures. Despite our strong record on cost management, underlying CER ratio increased to 45% and this was more reflective of the challenging revenue environment. CET 1 of 19.29% Underlying costs fell 3% D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 31
32. Digital strategy OUR AMBITION To create the best digital Banking experience in the Kingdom for our customers . Intuitive, personalised service Simple digital journeys Fast to market innovations Bank of choice for fintechs ENABLERS Strategy and Innovation Agile Delivery Build an ecosystem of innovation to capitalise on the best available technology and fintech partnerships. 2 to 3 x faster to market through agile ways of working. Digital transformation Digital payment Digital customer experience Create a holistic, efficient and customer centric digital payments strategy bank-wide. Ensure roadmap of activity leads to a best in class digital banking experience. Use benchmarking tools and standard design principles to create effortless, intuitive digital journeys. Drives revenue growth S A B B | Annual Report 20 21 Reduces costs Data insights Better understand customer behaviour to improve strategy and service. Enhances customer experience
33. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE 2021 2022 Start of a bolder, more ambitions program of digital transformation. Setting a bank-wide digital strategy and roadmap that aligns with SABB’s 5 year plan. With key foundations laid to support our transformation, we will develop a more mature and complete digital ecosystem, while at the same time creating gaps between us and our competitors While continuing to innovate services, we also created the important groundwork to accelerate future transformation: A sustainable ecosystem where innovation can flourish: • Upgrading our technical platforms where necessary • Created a new expert Digital Office function and dedicated transformation teams • Introduced benchmarking against global best practice for user experience • Launched digital design toolkit to mirror HSBC best practice for digital journeys  • Set a framework to enable agile working for faster to market, more customer centric services • Introduced ‘Data Insights as a Service’ and data collaboration with HSBC Group. Ripple’s Swell The Digital Banker Blockchain Innovation Award – Network Accelerator Best Bank for Trade Finance in KSA • Open banking platform • Build / partner / invest fintech strategy • Innovation hub where staff and fintechs can fast-track solutions Our focus: • The introduction of end to end digital journeys for accessing key services, as well as onboarding new customers. • Accelerated program of automating processes to create new levels of consistency and efficiency for customers and staff. • Broadening data insights to better understand customer behaviour and trends, leading to increased satisfaction, better segmentation and sales. • This year will see the bank optimise competitiveness across the proposition as a whole. Snap shot on open banking and fintech SABB Open banking platform Open banking will be a catalyst for fintech led innovation and an unmissable opportunity to expand our services, grow revenue and improve customer experience. Work is underway to develop SABB’s own open banking platform. This will allow us to partner and co-develop with fintechs, enabling us to play an active role in the Kingdom’s ambitions to innovate financial services. Innovation Hub A dedicated space will be created in our new headquarters, enabling fintechs and bank staff to work together and develop ideas into new solutions for our customers. Digital venture fund We plan to help incubate and develop fintech capability. This will involve acquiring solutions developed outside of the bank and investing in a portfolio of fintech partners that meet a strict criteria. 83% digital penetration 1.2 mln mobile app downloads Pioneering solutions such as blockchain-based trade solution Contour D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 33
34. Customer experience Our customer experience goals are at the heart of our digital strategy and critical in delivering our overall bank-wide strategic aims . We have a solid record for excellent service and best-in-class customer experience and our digital strategy looks to build on these foundations and take banking to the next level. Customer Day 1 One of the big achievements for 2021 was the finalisation of the integration, but throughout this process the Customer Experience team aligned best practice processes, policies and procedures from SABB and Alawwal Banks in order to create a harmonised experience. The switchover for Alawwal Bank customers on Customer Day 1 was smooth, with no impact on customer services. The effects of the global COVID-19 pandemic continued to impact on our customers’ lives as we completed our integration, but we transitioned services swiftly to online and digital channels where possible, in order to maintain our high service levels. Voice of customer (‘VOC’) Listening to the market is vital to the success of SABB’s customer experience strategy. We continue to develop our VOC programme which covers a broad range of customer surveys and opinions, including specific transactions to specific S A B B | Annual Report 20 21 complaints. With respect to the latter, detailed analysis allows us to identify the relevant Stakeholders, the triggers for the relevant issue and suggested solutions. It is a critical part of the feedback loop to ultimately improve our products and services, and provide the action plans for businesses and support functions to deliver on improvements and capture a holistic view of performance. Given the push to digital channels in part driven by COVID-19, the VOC survey for our main digital channels, such as SABB.net and our mobile app, was enhanced during 2021 and we continually flex the surveys in order to gain a greater understanding of our customers’ experiences. In addition, the Customer Experience team digitalised the customers’ complaints journey through SABBNet and SABBMobile for a vastly improved customer experience. 94 Retail Customer Recommendation Index (‘CRI’) score at 31 December 2021 Performance At the end of 2021, our retail business was given a CRI score of 94 and the corporate business a score of 91 – both market leading scores. We also won the award for Saudi Arabia’s ‘Best Customer Service Bank 2021’ from Global Business Outlook – testament to the investment the Bank is making in delivering the best customer experience. Cybersecurity Cybersecurity remains a focus for SABB and is a key component of our risk management process. The Bank ensures that it has the right level of governance and scrutiny at senior management and Board levels. SABB and other banks operate in an environment with a continuously evolving cyber threat, and we constantly review and invest in capabilities to mitigate risk. Other key performance indicators were: • Average branch waiting time was 6.5 minutes in 2021 • Average ATM availability was among the highest in the market at over 98.28% • Our registered complaints of 3.10 per 1,000 are lower than the industry average of 7 per 1,000 • Branch tracker on overall experience returned scores of 87 for Mass, 85 for Advance, 90 for Premier and an overall score of 91 out of 100. This maintained a trend of strong performance from 2019 and compared favourably with the market
35. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 35
36. Market overview Real GDP growth1 : World’s Government debt to GDP ratio of 2 2.9% largest oil exporter c. 30.2% Tadawul market cap FX reserves Unemployment3 USD 2.57 tln USD 445 billion 6.6% Population: GDP Per Capita: 34.81 million USD 20,110 S A B B | Annual Report 20 21
37. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE The Saudi Arabian economy Despite the uncertainty brought about by the COVID-19 pandemic in 2020, Saudi Arabia’s economy and financial sector have shown considerable resilience. As the pandemic continued to impact people, businesses, and countries around the world in 2021, with the macroeconomic outlook and recovery remaining uncertain, the Kingdom’s economy, financial sector and assets market responded positively to the ongoing developments and took significant steps towards a full recovery. In Q2 2021, real GDP in Saudi Arabia returned to growth for the first time since the beginning of the COVID-19 pandemic, driven primarily by a 10.1% in non-oil activities. For the full year, the economy registered 2.9% real GDP growth while government revenue in 2021 totalled SAR 930 bln. Due to an increase in the global oil prices, Q3 saw the Kingdom’s oil revenue increase by 60% on a yearly basis, while Value Added Tax (VAT) of 15% was a key contributor to non-oil revenue. A fiscal surplus of SAR 6.7 bln was registered for the year, while the Ministry of Finance (MoF) predicted the fiscal deficit to reach SAR 85 bln by year-end. Throughout the pandemic, the banking sector provided financial support by means of its new and increased lending to businesses and households. The sector did face slight deterioration in credit quality, but strong pre-pandemic capital and liquidity positions paired with support from the Saudi Central Bank (SAMA) provided a robust base during the economic downturn. The year ahead The Kingdom’s 2022 budget supports the implementation of the 2030 Vision Realisation Programmes. This includes focus on increasing non-oil GDP to achieve sustainable economic growth, enhancing the role of the private sector, and stimulating investments in promising industries such as manufacturing, financial services, tourism, and entertainment. After an expected fiscal deficit of 2.7% of GDP in 2021, the Kingdom estimates a surplus of SAR 90 bln, 2.5% of GDP, for 2022, in line with plans to restrict public spending, despite an increase in oil prices. Moreover, in recent economic forecasts, policymakers estimate that the inflation rate will be 2.6% in 2022, but then fall to 2.3% in the following year, while unemployment is expected to drop to 3.5% next year. Though the year has seen a resumption of economic activities following easing of COVID-19 related restrictions, the pandemic continues to impact businesses. Cautionary measures have been put in place in the Kingdom to prevent the spread of new variants, including travel bans on certain high risk countries, while the Kingdom-wide vaccination drive seeks to protect the population. The Saudi banking sector In 2020, the Saudi leadership and authorities were proactive in putting various preventative and strategic measures in place to mitigate the impact of the pandemic on the economy. This gave way to the Kingdom’s stable micro financial position, supported by a resilient banking sector reflecting durability and a strong ability to withstand economic shocks. The banking sector continues to remain a well-capitalised sector amid the uncertain economic environment. 1 December 2021 2 September 2021; forecast 3 September 2021; forecast D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 37
38. Chief Financial Officer ’s review Following a challenging year in 2020, SABB has delivered a robust set of financials for 2021 with a return to profit and strong progress across a number of financial indicators. Gross customer lending grew 9% and asset quality continued to make its steady improvement. We extracted further synergies having now achieved SAR 0.7 bln of annualised synergies ahead of original expectations. Progress has been solid, and we are optimistic that we can build on these foundations. We reported net income before Zakat and income tax of SAR 3.9 bln in 2021 which compared with a loss in 2020 of SAR 4.3 bln. We generated SAR 7.9 bln of revenue during the year of which SAR 5.7 bln was net special commission income, and we incurred SAR 3.7 bln of expenses. We completed our integration in the first half of the year, and with this came some additional integration related expenses of SAR 0.1 bln in the year, however the cumulative investment made via integration expenses of SAR 1.1 bln has been to generate over SAR 0.7 bln of annualised synergies – it is pleasing to have delivered cost synergies and savings at the upper end of our guidance having delivered c. 20% of the combined SABB and Alawwal 2017 cost base. Excluding merger-related costs in 2021 and 2020, together with the goodwill impairment in 2020, in order to give a more comparable view of performance, underlying net income before Zakat and income tax of SAR 4.0 bln was SAR 0.4 bln higher than 2020 mainly from lower expected credit losses and costs, partly offset by lower revenue. Revenue fell compared with 2020, due to the effect of the lower benchmark interest rates that occurred at the start of 2020 and the increasing competitive environment in the sector. With our corporate focused loan book, that is largely on a floating rate, we are generally sensitive to movements in benchmark rates, resulting in lower net special commission income during 2021. Non-funds income performed with resilience and was 10% higher compared with 2020 from increased trading and exchange income from improving customer flows, together with disposals from our investments portfolio. Net fee income fell 7% although this was in part driven by a remapping of certain revenuerelated expenses. Trade fee income remained Excluding merger related costs in 2021 and 2020, together with the goodwill impairment in 2020, in order to give a more comparable view of performance, underlying net income before Zakat and income tax of SAR 4.0 bln was SAR 0.4 bln higher than 2020 mainly from lower expected credit losses and costs, partly offset by lower revenue. S A B B | Annual Report 20 21
39. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE resilient throughout the year which drives approximately half of our fee income. Costs excluding integration-related expenses were SAR 0.1 bln lower compared with 2020 continuing the strong trajectory from the last few years. We incurred SAR 0.1 bln of integration expenses during 2021 and some of this occurred post Customer Day 1 as we continued to drill into our cost base seeking further opportunities for rationalisation. We are firmly into our investment cycle in order to deliver on our strategy, and with this also comes tighter control of our cost base as we approve business cases and monitor the productivity of our investments. Expected credit losses of SAR 0.5 bln were SAR 1.2 bln lower than 2020. The 2021 charge represents a cost of risk of 27 bps which is at the lower end of our through-the-cycle guidance, and reflects the early action taken following the merger and also our conservative approach to risk. Asset quality metrics continued their improvement throughout 2021 in line with our expectations, with an NPL ratio on SABB originated loans of 2.4% and a total NPL ratio including purchased or originated credit impaired loans of 4.6%. We ended the year with a strong capital position reporting a common equity tier 1 ratio of 19.29% and a total capital ratio of 21.84%. The Bank has a stable and low cost funding base, with 82% of our deposit base in the form of demand deposits. Looking back on the year, it is great to see the return to consistent loan growth, revenue stabilisation and a return to profitability, a marked improvement in asset quality metrics, and exceeding our delivery of cost synergies. Clearly the low rate environment has had its impact on our revenue, but the current consensus on global benchmark interest rate expectations for 2022 should hopefully start the process of normalisation in both rates and our revenue base. A resilient set of financials and a more positive outlook means we are very optimistic for the future. Mrs. Lama Ghazzaoui Chief Financial Officer Our balance sheet remains healthy, with gross lending balances of SAR 174.3 bln and deposit balances of SAR 186.8 bln at the end of the year. Loan growth has accelerated in 2021 with 9% growth in the year with progress made across both corporate and retail portfolios. Participation in the Kingdom’s landmark giga-projects and a swift increase in mortgage originations was welcome, and we remain optimistic on growth into 2022 with a healthy pipeline. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 39
40. Operating review Reported historical financial results 1 (SAR mln) 2021 2020 20191 2018 2017 Investments, net 64,904 60,831 60,484 34,570 26,977 Loans and advances, net 167,556 153,243 152,075 110,326 117,006 Customer deposits 186,761 189,110 192,167 130,507 140,240 Total assets 272,396 276,452 265,987 174,677 187,615 Total liabilities 219,368 225,690 209,903 142,101 154,145 Shareholders’ equity 52,926 50,657 55,994 32,467 33,345 Net income before Zakat and income tax 3,903 (4,302) 3,195 4,929 3,955 On 16 June 2019, SABB merged with Alawwal Bank. Financial results reported before this date are based on the pre-merger SABB entity and as such are not directly comparable to the results reported after that date. Total operating income (‘revenue’) by geography The Bank generates its operating income from activities in the Kingdom of Saudi Arabia and has no branches, material subsidiaries or associates established or operating outside of the Kingdom. The following diagram shows the distribution of operating income in accordance with the geographical classification of the Kingdom’s regions. Central province 5,255 5,168 2020 2021 Western province 2,012 1,560 2020 2021 TOTAL Eastern province 8,878 7,938 1,611 1,210 2020 2021 Reported performance SABB reported a profit before tax of SAR 3,903 mln for 2021 which compared with a loss of SAR 4,302 mln in 2020. The prior year included a goodwill impairment of SAR 7,418 mln, relating to the goodwill created S A B B | Annual Report 20 21 2020 following the merger with Alawwal Bank. This was a non-cash item and an accounting charge. Further information on this can be found on page 43. Excluding this charge and merger-related expenses from both years, net income before Zakat and 2021 income tax for 2021 of SAR 4,009 mln was SAR 393 mln or 11% higher from lower expected credit losses and operating expenses partly offset by a fall in revenue. • Revenue of SAR 7,938 million was SAR 940 million or 11% lower
41. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE than 2020 from lower net special commission income mainly from repricing as a result of the cuts in benchmark interest rates in early 2020. Non-funds income was higher by SAR 208 mln mainly from gains on sale of investments, releases, and higher exchange income from increased flows. • Operating expenses of SAR 3,713 million fell SAR 500 million and this was mainly driven by a fall in merger-related expenses (2021: SAR 106 million, 2020: SAR 500 million); costs excluding mergerrelated expenses fell 3% reflecting the impact of synergies and robust cost management partly offsetting inflationary pressures and increase in VAT • Expected credit losses of SAR 454 million fell SAR 1,177 million or 72% mainly from lower charges in our corporate business and net recoveries in our retail business Income statement highlights (SAR mln) 2021 2020 Total operating income (‘revenue’) 7,938 8,878 Provision for expected credit losses, net (454) (1,631) Goodwill impairment - (7,418) Total operating expenses (3,713) (4,213) Share in earnings of associates 131 82 Net income before Zakat and income tax 3,903 (4,302) Merger related expenses included in Total operating expenses (106) (500) Goodwill impairment - (7,418) Net income before Zakat and Income tax excluding goodwill impairment and merger related expenses 4,009 3,616 Notable items: Net income before Zakat and income tax: 2021 vs. 2020 11% 7,418 3,616 1,177 (1,147) 106 49 4,009 106 3,903 207 500 (4,302) 2020 loss 2020 net income before Zakat Goodwill and Income impairment tax excl. and merger goodwill Lower NSCI related impairment expenses and mergerrelated expenses Higher nonLower funds income impairments Lower costs 2021 Net income before Zakat 2021 Income and income Mergerfrom JVs tax excl. related costs mergerrelated costs 2021 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 41
42. Operating review (continued) Reported results by business segment RBWM CIB Treasury Other Total 2021 Total operating income (‘revenue’) 2,672 3,382 1,863 Provision for expected credit losses, net 497 (956) 5 Goodwill impairment - - - - - Total operating expenses (1,840) (1,525) (191) (156) (3,713) Share in earnings of associates - - Net income before Zakat and income tax 1,330 901 21 7,938 (454) - 131 131 1,676 (4) 3,903 RBWM CIB Treasury Other Total Total operating income (‘revenue’) 3,162 4,033 1,674 9 8,878 Provision for expected credit losses, net (239) (1,376) (16) - (1,631) Goodwill impairment - (7,418) - - (7,418) 2020 Total operating expenses (2,099) (1,248) (179) (686) (4,213) Share in earnings of associates - - - 82 82 Net income before Zakat and income tax 825 (6,010) 1,478 (595) (4,302) Balance Sheet Total assets of SAR 272.4 billion decreased 1% mainly from a reduction in cash and balances held with SAMA. Gross customer advances of SAR 174.3 billion increased SAR 13.9 billion or 9% compared with 2020. Customer lending increased in our corporate portfolio by SAR 11.0 billion and SAR 2.8 billion in our retail portfolio. Growth was sustained throughout the year across a broad range of sectors. Mortgage originations also gathered pace as we developed our mortgage offering with originations nearly doubling in 2021, although due to our older more seasoned portfolio, originations have not yet translated into net growth. Despite a marginal decrease in customer deposits which reduced SAR 2.3 billion or 1% to SAR 186.8 billion, our non-interest bearing deposits increased 11% with a closing demand deposit ratio of 82% (2020: 71%). Overall funding remains strong and we continued to optimise our funding base as expensive surplus deposits matured. Balance sheet highlights (SAR bln) 2021 2020 Total assets 272.4 276.5 Gross customer advances 174.3 160.4 Customer deposits 186.8 189.1 Demand deposits 152.9 134.2 Average interest earning assets 270.2 260.1 S A B B | Annual Report 20 21
43. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Customer Day 1 At the start of the year, we concluded ‘Customer Day 1’ - the integration of SABB and Alawwal banks - bringing together the IT systems, branches, websites and moving forward with a shared culture and ambition. Achieving this status was an example of leadership and great collaboration, led by the Integration Management Office working together with our three main businesses and the many functions at SABB including Finance, IT, HR and other critical areas, and toptier consultants for project management. We continued to look for opportunities to optimise the Bank and we incurred SAR 0.1 bln of merger-related expenses in 2021 bringing the cumulative expenditure on merger related activities to SAR 1.1 bln. This investment has driven SAR 0.7 bln of annualised synergies which puts us at the top end of our 15 to 20% synergy guidance (of the combined 2017 SABB and Alawwal Bank’s cost base). This also puts us at the lower end of our integration expense guidance of 1.5x to 1.8x annualised cost synergies. Goodwill impairment in 2020 • SABB recorded a goodwill impairment of SAR 7,418 mln in the second quarter of 2020 relating to the goodwill created following the merger with Alawwal Bank. The need to impair was driven by two factors: SABB SHARE PRICE LEADING UP TO THE LEGAL MERGER ° The temporary inflation of the Bank’s share price at the time of the merger caused by Saudi Arabia’s inclusion in the MSCI Emerging Market Index ° The unprecedented and unexpected emergence of the COVID-19 pandemic and its impact on the economy has contributed to the outcome of the impairment assessment’s expectation of future returns SHARE PRICE IS THE MAIN DRIVER OF THE SIZE OF THE RECORDED GOODWILL 28/05/2019 MSCI Inclusion tranche 1 34% 40.00 35.00 30.00 17.7 10.8 2.0 25.00 Consideration = SAR 23.1 bln 23.1 Consideration = SAR 17.7 bln 45.00 20/06/2018 MSCI announcement Cost synergies were achieved from a wide range of sources including optimising our operating model, real estate footprint and reducing third party procurement expenditure. We also achieved SAR 0.2 bln of revenue synergies mainly from optimising the funding base. 0.1 4.8 20.00 1-Jan-18 14/05/2018 Non binding agreement 1-Jul-18 1-Jan-19 03/10/2018 Binding merger announcement 1-Jul-19 16/06/2019 SABB and AAB legal merger date 1-Jan-20 SAR 31.90 share price as included in the binding agreement documentation 31.90 16.2 The size of goodwill increased by c.SAR 5.4 bln 0.1 2.0 4.8 16-Jun-19 41.70 Goodwill - SAR bln Retirement of AAB treasury - SAR bln Other intangibles - SAR bln Net asset value - SAR bln SABB share price - SAR D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 43
44. Operating review (continued) Corporate and Institutional Banking 43% CIB REVENUE Operating highlights The corporate and institutional business supports over 23k customers across a wide range of sectors, providing core corporate banking and trade finance services. The Bank enjoys 13% market share with respect to corporate loans and is the leading international trade bank in the Kingdom, with c.20% of trade market share. Much of the integration efforts for the corporate business had been completed in late 2020 but the business focused on achieving their synergy targets, attentions turned to early action on delivering the corporate Performance highlights (SAR mln) 2021 2020 Total operating income (‘revenue’) 3,382 4,033 Provision for expected credit losses, net (956) (1,376) Goodwill impairment - (7,418) Operating expenses (1,525) (1,248) Net income / (loss) before Zakat and income tax 901 (6,010) Gross loans 133,639 122,617 Customer deposits 105,401 100,171 strategy and maintaining the clip on loan growth that we successfully delivered towards the end of 2020. The business grew the loan book by 9% in 2021 with wins in some of the key transformational projects in the Kingdom including a mandate as one of the lead arrangers for financing on the Red Sea Development project – which was designated a green loan – the first of its kind in the Kingdom. Growth was across a wide number of sectors. The challenging impacts of COVID-19 continued to be felt by our customers during the year, but we maintained our support, in particular through Saudi Central Bank’s Private Financing Support Programme (‘PSFSP’), which continued to provide support to small and medium-sized enterprises through payment deferrals. • Our two unique business offerings, Global Liquidity and Cash Management (‘GLCM’) and Global Trade and Receivables Finance (‘GTRF’) provide our customers with a differentiated service, and both made significant progress during 2021 in developing new technologies and helping our customers drive forward their businesses. • GLCM’s strategic initiatives included partnering with a local fintech Geidea, to launch a soft point-of-sale (‘POS’) app, that can quickly convert a smartphone into a payment device and developing a structured transit open-loop payment solution for Riyadh Metro, the first of its kind in the MENA region. • Our GTRF business extended its leading market share position, improving the customer experience through the use of digital channels and launching a variety of new solutions including structured trade products and Shariah compliant trade solutions. GTRF also went live with a blockchain based end-to-end letter of credit process called ‘Contour’, where all parties involved in a transaction (the buyer, seller, issuing bank and nominated bank) have simultaneous and instant access to identical information on the platform. S A B B | Annual Report 20 21
45. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Financial performance Net income of SAR 0.9 bln before Zakat and income tax, compared with a loss in 2020 of SAR 6.0 bln following the goodwill impairment. Excluding the impairment, net income was lower mainly from lower revenue, partly offset by lower expected credit losses. Revenue of SAR 3.4 bln was 16% lower mainly from repricing following the cuts in benchmark interest rates at the start of 2020 and increased competition. Gross customer lending of SAR 133.6 bln increased SAR 11.0 bln or 9%. Customer deposits of SAR 105.4 bln increased 5%, and the proportion of demand deposits grew to 81%. • The Leading Bank in Financing Sustainable Projects in The Middle East for the year 2021 by Global Finance • GTRF named SABB as the “Best Trade Finance Bank in Saudi Arabia” • SABB won the “Best-in-Class eCommerce Acquirer (MENA)” award by MasterCard • SABB won the Euromoney award as Market Leader Trade Finance Bank in KSA 2021 and Best Trade Finance Service Bank in KSA • Euromoney: Best Cash Management Bank Saudi Arabia 2021 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 45
46. Operating review (continued) Retail Banking and Wealth Management 34% RBWM REVENUE Operating highlights Retail Banking and Wealth Management serves over 1.3 million retail customers and generated in excess of SAR 1.3 bln of net income in 2021 and has a loan portfolio of SAR 40.6 bln and deposits of SAR 77.7 bln. 2021 was an exciting year for the retail business. During March, the business successfully completed its merger activities bringing together all customers onto a single platform on Customer Day 1. An online merger hub was launched in support of this to help Alawwal customers understand potential changes to services, and the benefits of their new improved banking proposition as they transferred over. Performance highlights (SAR mln) 2021 2020 Total operating income (‘revenue’) 2,672 3,163 Provision for expected credit losses, net 498 (239) Operating expenses (1,840) (2,099) Net income before Zakat and income tax 1,330 825 Gross loans 40,620 37,801 Customer deposits 77,676 80,576 customers. During the third quarter we were awarded the ‘Best Developed Financing Provider’ in the Sakani Housing Program – testament to the progress made during 2021. Our personal lending portfolio also grew 7% with a near 50% growth in originations during 2021. Once the merger was complete, the business swiftly moved to investment and growth mode, as the focus turned to growing the loan book, increasing our participation in the mortgage market, and building on our credit card, personal lending and wealth propositions. SABB continues to lead in cards with credit card spend increasing over 24% and new customer acquisition of 54% compared with 2020. Our Wealthfocused segments have also seen robust growth with Premier segment balances growing 26% during 2021, noticeably driven by an increase in local Saudi customers. A key development that will allow SABB customers to access their HSBC accounts from abroad called Global View Global Transfer (‘GVGT’) is also on track for delivery in 2022, having gained regulatory approval during 2021 – this is a unique service that our more international-focused customers will benefit from, and also once again demonstrates the partnership with HSBC. Mortgages have been a key strategic focus and we grew our originations by over 80% during 2021, with a closing portfolio of SAR 19.8 bln. Much investment has also been made during the year in developing a fuller suite of mortgage products and features, in order to provide more choice for our SABB also recently transformed its loyalty program, ICSABB, tailoring it to make it more unique, and with a goal to make banking with SABB more rewarding. The new rewards program allows customers to automatically redeem points with multiple retailers using a variety of options including S A B B | Annual Report 20 21 cash-back, hotel stays, flight bookings, mobile top-ups and a range of e-vouchers. Together with our partner HSBC Saudi Arabia, we launched the HSBC Global Equity Climate Change Fund, allowing SABB customers access to an ESG-focused investment. We also offered a green deposit account that allows retail customers to directly contribute toward the funding of green and sustainable initiatives, in line with the Kingdom’s plans to achieve net zero emissions. Both of the these were firsts for the Kingdom and demonstrate our leading position on ESG. 80% growth in mortgage originations Best Developed Financing Provider’ in the Sakani Housing Programme for the third quarter Digital transformation Digitising the Retail business remains a top priority and the business made some key strides in this area. During the year, we developed a digital journey for mortgage pre-approvals, to support our online mortgage sales capability, and our digital transformation will continue as we
47. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE look to create digital journeys for a complete end-to-end mortgage service. SABB was also the first bank in the Kingdom to launch the ‘Sarie’ Instant Payment Service (‘IPS’), a national payment transfer programme allowing customers to instantly transfer funds throughout the year, irrespective of weekends and public holidays. Our international remittance business also accelerated helped by leveraging Financial performance Net income of SAR 1.3 bln before Zakat and income tax was SAR 0.5 bln or 61.2% higher than the previous year, mainly driven by a net release of expected credit losses partly offset by a fall in revenue. innovative technologies with fintech partners to migrate to digital channels. As a result, our market share in international remittances has grown to 11.5% underpinned by an enhanced customer experience. Our mobile app also continues to enjoy strong ratings in the various app stores and was downloaded over 1.2 million times. All of this has led to growing our digital penetration to 83%, up from 73% in 2020. SABB closed the year Revenue of SAR 2.7 bln was 16% lower and reflecting the effect of re-pricing at lower rates in part due to the heightened competition. Gross customer lending of SAR 40.6 bln increased SAR 2.8 bln or 7%, as a result of our strategic focus across with a number of awards and nominations including Global Finance Magazine’s award for ‘Best Consumer Digital Bank in KSA’. 83% digital penetration 1.2 million app downloads mortgages, credit cards and personal lending. Customer deposits of SAR 77 bln fell 4%, although non-interest bearing deposits or demand deposits grew to SAR 67.2 bln or 86% of total retail deposits, a notable strength of the retail franchise. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 47
48. Operating review (continued) Treasury 23% TREASURY REVENUE Operating highlights Towards the closing stages of 2020, we had substantially integrated the Treasury businesses from SABB and Alawwal Bank into a harmonised unit. Treasury enjoys a breadth of products and services, from simple FX trading to derivatives across asset classes, including Islamic solutions. At the heart of Treasury’s strategy is its support for SABB’s role in the development of the Saudi capital market, as per the Vision 2030 agenda. This is achieved by SABB’s role as a Primary Dealer, through the development of the repo market, and also supporting the growth of the local corporate bond market, together with our investment banking associate HSBC Saudi Arabia. In line with the Bank’s ambition to lead within the field of ESG, SABB made a number of achievements S A B B | Annual Report 20 21 Performance highlights (SAR mln) 2021 2020 Total operating income (‘revenue’) 1,863 1,674 Provision for expected credit losses, net 5 16 Operating expenses (191) (179) Net income before Zakat and income tax 1,676 1,478 including the investment in green bonds, and supporting our customers in the hedging of green loans. SABB also became the first institution in the Kingdom to initiate a green deposit to our affiliate HSBC, where the funds will be deployed for environmental focused projects. The arrangement once again emphasises the long standing partnership with HSBC and our unique position to expand our offering and provide best-in-class solutions for our customers and the Kingdom. The Bank has maintained its leadership position with foreign exchange and trading income. The foreign exchange proposition was also supported by the launching of our FX digitisation programme, in order to provide a more enhanced FX proposition through an end-to-end digital journey. The Treasury business launched a series of new products including a range of interest rate derivatives, structured investment and hedging products that include a wider range of asset classes together with a broader range of commodity hedging products. Financial performance Our treasury business continues to deliver strong financials. Net income before Zakat and income tax of SAR1.7 bln was 13% higher than the previous year mainly from increased revenue. Revenue of SAR1.9 bln was 11% higher than 2020 through active management of our investment portfolio together with increased sales and trading activity.
49. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Other Performance highlights (SAR mln) 2021 2020 Total operating income (‘revenue’) 21 9 Provision for expected credit losses, net - - Operating expenses (156) (686) Share in earnings of associates 131 82 Net loss before income before Zakat and income tax (4) (595) The ‘Other’ segment includes the activities of the Bank’s insurance subsidiary and associate, SABB Takaful and Wataniya, a subsidiary and associate for investment banking and brokerage, Alawwal Invest and HSBC Saudi Arabia. In addition, merger related expenses are reported in ‘Other’. It also includes elimination of inter-group income and expense items. HSBC Saudi Arabia (HSBC SA) HSBC SA provides a full range of securities business services including investment banking advisory, debt capital market and syndicated finance advisory, project and export finance advisory, and custody and funds securities services. It also manages mutual funds and discretionary portfolios and provides brokerage services. The Company serves a wide range of clients including but not limited to corporates, financial institutions, non-bank financial institutions and individuals. Alawwal Invest Alawwal Invest is a leading provider of Investment management solutions to private and institutional clients in Saudi Arabia. As a wholly owned subsidiary of SABB, Alawwal Invest aims to provide its clients with a seamless experience across both the core banking and wealth management propositions, as well as access to local or international brokerage platforms, and a comprehensive range of world class investment opportunities. During the year we announced the transfer of HSBC Saudi Arabia’s Asset Management, Retail Brokerage and Retail Margin Lending businesses to Alawwal Invest. The transfer enables SABB to strategically widen its service offering to its customers, creating long-term value by providing access to one of Saudi Arabia’s leading wealth and asset management platforms. The transfer is due to conclude during 2022. SABB Takaful Takaful means ‘guaranteeing each other’ in Arabic. It is an Islamic system of mutual insurance built on the concept of ‘tabarru’ or donation or gift. SABB Takaful offers a wide range of Shariah compliant family and general insurance products to meet the needs of customers, both individuals and corporates. Wataniya In December, SABB completed the sale of its stake in Wataniya to Private Wealth Investment Holding Co. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 49
50. Capital overview Capital management is critical for the longevity of the Bank . SABB ensures that it possesses an appropriate level of regulatory capital to meet minimum levels required by its regulator and to support business growth and dividend distribution, even under stressed scenarios. The Bank’s policy on capital management is underpinned by a capital management framework and our internal capital adequacy assessment process (‘ICAAP’). Capital adequacy and utilization of regulatory capital are monitored regularly by the Bank’s senior management. Capital ratio SABB’s assessment of capital adequacy is aligned to its assessment of risks, including credit, liquidity, shariah and other operational risks as detailed on page 82 within the Risk governance. 31 Dec 2021 31 Dec 2020 Common equity tier 1 ratio 19.29 18.96 Tier 1 ratio 19.29 18.96 Total capital ratio 21.84 21.82 SAR mln 31 Dec 2021 31 Dec 2020 Common equity tier 1 capital 44,264 41,775 Additional tier 1 capital - - Tier 2 capital 5,851 6,303 Total regulatory capital 50,114 48,078 SAR mln 31 Dec 2021 31 Dec 2020 Credit risk 209,202 199,268 Capital RWA Operational risk 18,021 19,065 Market risk 2,193 1,988 Total RWAs 229,416 220,321 CORE TIER 1 RATIO: 31 DECEMBER 2021 VS. 31 DECEMBER 2020 19.0 31 December 2020 1.4 2021 net income S A B B | Annual Report 20 21 0.5 Dividend paid 19.3 0.8 0.2 Growth in RWAs Other 31 December 2021
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52. Supporting Micro , Small and Medium-sized Enterprises The Kingdom’s Vision 2030 strategy sets out a target to increase the contribution of Micro, Small and Medium Enterprises (‘MSME’) to the economy. In support of the Kingdom’s strategy, SABB is proud to support over 20,000 active MSME customers throughout the Kingdom. MSME segment definitions SABB defines its MSME segments as follows. Corporate Segments Annual Sales Turnover Micro Below SAR 3 mln Small Between SAR 3 mln to 40 mln Medium Between SAR 40 mln to 200 mln SABB has seven Business Banking Centres to serve MSME clients, including presence in Riyadh, Jeddah, Alkhobar and Dammam. They provide a wide range of solutions, including shariah-compliant products. A dedicated relationship manager (‘RM’) is assigned to each customer to assess their banking needs and provide solutions to meet their requirements. 2021 initiatives Monshaat Our market leading corporate service, enables SABB to bring best-in-class digital solutions to its MSME customer base. During 2021, SABB has improved customer experience by migrating over-the-counter transactions towards digital channels, including online banking, cash deposit machines, and point-of-sale (‘POS) terminals. Saddad and other national payment gateway solutions are also used. Established in 2016, Monshaat, the General Authority for Small and Medium Enterprises, works on supporting, developing and nurturing the MSME sector. SABB continued to be supportive of a number of Monshaat initiatives and signed an agreement to help develop a new financing gateway, that enables MSME customers to gain access to financing opportunities, and signed a memorandum of understanding to further improve our collaboration. The Kafalah programme, which is now included under the Monshaat series of initiatives, aims to provide financing to MSMEs that is secured with a guarantee from Kafalah. All Kafalah programme financing applications are handled by dedicated RMs within specialised teams. The renewal agreement has been signed with Monshaat in 2021 to accelerate our involvement. S A B B | Annual Report 20 21 SABB has been awarded as the Best SME Bank in KSA – 2021 by the Global Finance. SABB offers a comprehensive Shariah-compliant receivables and supply chain finance products to help MSMEs manage their cash flows efficiently. We continue striving to provide our customers with the latest technology to enhance their experience and ease of doing business. Financing programmes SABB is committed to the development of the MSME sector in line with government initiatives, particularly that of Vision 2030. Accordingly, SABB has launched several propositions for MSMEs in the form of POS Cash Flow Finance, Staff Salaries Finance, Dental Clinics Funding, Aramco Contractors and Suppliers, Hajj & Umrah Services Operators. Moreover, SABB lead the market in launching a specific financing program for the Technology sector as well as others.
53. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE National Technology Development Program (NTDP) We launched this new financing proposition to support MSME customer operating in the technology sector. This will assist in the country vision to be a key player in this sector. This initiative will be based on the NTDP Financing initiative launched by Ministry of Communication and Information Technology, MCIT and backed by Kafalah. Tourism Development Fund (TDF) A collaboration agreement was signed to support MSMEs customers within this promising segment. Since the country is looking to expand number of tourists visiting the kingdom, this sector is expected to expand singingly. Hence, with collaboration with the fund with are looking to expand the support. SAMA supporting programmes SAMA maintained the following two programs to support customers potentially facing difficulties arising from the COVID-19 pandemic. • SAMA DPP, the program aim was to reduce the potential impact of the reduction in the cash flows that MSMEs may encounter as a result of the pandemic. This program allows the deferrals of all O/S instalments plus accrued profit through seven consecutive phases starting 14th of March 2020 till the 31st of March 2022. • 2) Secured lending program, the program aim was to subsidized MSME funding for a maximum period of 36 months. This program has been extended till the end of March 2022. Real Estate Development Fund (REDF) An agreement was signed with REDF to provide financing to Real Estate developers (including MSME) against REDF guarantee. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 53
54. Loans and off-balance positions to MSME customers SAR '000 December 2021 Micro Small Medium Total Loans to MSMEs 1,119,037 1,788,848 4,204,429 7,112,314 Off Balance Sheet positions to MSMEs 832,115 1,038,129 4,536,208 6,406,452 Loans to MSMEs as a percentage of Total SABB Loans 0.64% 1.03% 2.41% 4.08% Off Balance Sheet positions to MSMEs as a percentage of total SABB off balance sheet positions 0.91% 1.14% 4.99% 7.04% Number of credit facilities 956 1,915 4,994 7,865 Number of customers with credit facilities 370 465 457 1,292 Number of credit facilities guaranteed by Kafalah programme 45 865 1,111 2,021 Amount of credit facilities guaranteed by Kafalah programme 39,994 249,916 1,081,104 1,371,014 SAR '000 December 2020 Micro Small Medium Total Loans to MSMEs 834,450 1,790,885 3,707,708 6,333,043 Off Balance Sheet positions to MSMEs 460,424 929,249 4,577,266 5,966,938 Loans to MSMEs as a percentage of Total SABB Loans 0.52% 1.12% 2.31% 3.95% Off Balance Sheet positions to MSMEs as a percentage of total SABB off balance sheet positions 0.9% 1.4% 7.1% 9.4% Number of credit facilities 1,127 7,735 11,239 Number of customers with credit facilities 109 404 749 Number of credit facilities guaranteed by Kafalah programme 3 1,122 1,724 Amount of credit facilities guaranteed by Kafalah programme 1,832 851,776 1,299,326 2,377 236 599 445,718 During the year we have better aligned MSME customers with external definitions. 2020 has been restated to show a like-for-like comparison. S A B B | Annual Report 20 21
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56. Environmental , Social and Governance focus Building on solid ESG foundations In 2021, SABB has continued positioning environmental, social and governance (ESG) activities at the heart of its business and operations. Following great results in 2020, the Bank continued to develop its capabilities and offerings in line with its ambitions, committed to integrating ESG into the core of our Strategy 2025 objectives. SABB established the ESG Working Group (WG), a bank-wide forum comprising senior management representatives from all the Bank’s functions and business units. The ESG WG is tasked with progressing ESG activities across the business and measuring the Bank’s progress through monthly meetings and active tracking of progress against an agreed plan. The ESG WG identified an ambitious set of ESG-related Key Performance Indicators (KPIs) to track our progress against tangible objectives, reporting on these monthly at the ESG WG meetings. This suite of ESG KPIs, alongside other important initiatives pertaining to SABB’s ESG commitment, have been achieved in 2021 and will be expanded over time as our ambition to lead the market on ESG takes shape. Examples of 2021 achievements include: Environment and operations • Reviewed business travel needs, reducing overall travel in line with environmental commitments, making tangible progress • Increased use of environmentally friendly materials for all Bank project • Reduced annual energy and water consumption per FTE, as well as paper and plastic consumption in all the Bank’s locations • Established contracts with sustainable practices vendors, and effectively considered and managed ethical risk of procurement • First Saudi Bank to achieve zero singleuse non-recycled plastic bottles across offices, eliminating 2.6 mln plastic water bottles per annum S A B B | Annual Report 20 21 Sustainable finance • Issued first green loan in Saudi Arabia, and supported other green projects in line with the Kingdom’s efforts towards sustainability • Launched first Climate Change Equity Fund in Saudi Arabia with our partner HSBC • Promoted green deposits and investment in green bonds and made the first green treasury deposit with the UAE HSBC subsidiary • Established the first Shariah compliant ESG focused green deposit opportunity for depositors to contribute excess funds directly to green loans Diversity and inclusion • Achieved nearly 40% female ratio in the Bank’s Executive Management team (ManCom), the first bank in Saudi Arabia to reach this milestone • Developed and promoted top female talent in senior management roles, achieving over 13% female ratio in senior management positions in several areas of the business • Promoted active participation of women in the workplace, with ambitious targets met across businesses and functions Governance and training • As part of the external assessment cycle, continued to identify Board and Board sub-committees’ governance efficiencies • Implemented a robust policy to ensure effective management of corporate governance, enabling subsidiaries and associates’ business relationships to develop within a robust and controlled framework, meeting obligations to Shareholders, regulators and investors. • Successfully digitised Board and Board sub-committees meeting packs and implemented digital signatures to ensure improved governance and effectiveness • Implemented training guidelines for ESG and sustainability bank-wide, including Climate Risk training session for members of the Board and ManCom, with further training to be deployed to staff on a rolling basis in 2022 Community engagement • Continued the market-leading engagement through established programmes such as Riyali, Digital Academy, Taqadam and Khazna, reaching more of the target audience than ever before ESG milestones in 2021 Led the establishment of the Saudi banks’ ESG working group under the guidance of the Saudi Central Bank (SAMA) First Saudi Bank to achieve zero singleuse non-recycled plastic bottles across offices Issued first green loan in KSA Launched first Climate Change Equity Fund in KSA Female ratio Nearly 40% in the Executive Management team Over 13% in senior management positions Implemented Bank-wide training guidelines for ESG and Sustainability Market-leading community engagement through SABB’s established programmes
57. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE • Supported the Saudi Green Initiative through the planting of 3,000 trees in the Riyadh region In 2021, as Chair of the Managing Director’s Committee (MDC), a forum of all Saudi banks under the guidance of the Saudi Central Bank (SAMA), SABB led the establishment of the Saudi banks’ ESG Working Group, with MD/CEO participation from four other banks (Riyad Bank, Bank Albilad, Gulf International Bank, and Banque Saudi Fransi). The WG will discuss, consult and agree on how to best leverage its joint capabilities, working closely with SAMA to ensure a coherent and effective framework for managing its ESG priorities in the Kingdom of Saudi Arabia. New products and recognition for ESG commitment Innovative sustainable finance products: Sustainability linked loans for our corporate customers: SABB participated as a mandate lead arranger for the Red Sea giga-project financing (contributing SAR 2.9 bln), the first green loan in Saudi Arabia. We also supported the Sudair Solar Power project with SAR 300+ mln financing aligned with the Kingdom’ efforts towards sustainability. Treasury green deposits: SABB made its first placement of a green deposit in Saudi Arabia with HSBC Middle East counterpart with a total value of AED 25 mln. Moreover, Treasury concluded a green Sukuk with a total value of USD 25 mln. HSBC Global Equity Climate Change Fund: in partnership with HSBC Saudi Arabia, SABB were the first to launch in-country access to an ESG focused investment, generating positive environmental benefits and attractive financial returns Green deposits for retail customers: SABB was the first bank in Saudi Arabia to offer a Shariah-compliant ESG-focused green deposit, allowing depositors to contribute their excess funds directly toward funding of Green Recognition for Sustainability Global Finance Excellence Awards Global Finance Sustainable Finance Awards Leading Bank in Financing Sustainable Projects in the Middle East Outstanding Leadership in Sustainable Project Finance D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 57
58. SABB ’s future ambition on ESG As we move towards a comprehensive and ambitious ESG strategy for the Bank, we will look to make more commitments in line with policy, economic and scientific developments. In 2022, we will seek to make ESG commitments in the following core areas: Products and services We are committed to expanding our sustainable finance products and services across our client and customer base. This will include the launching of new products alongside developing the tools and processes to measure our sustainable finance activities, in order to drive client engagement and uptake, expand the proposition and set specific targets at a later date. We will also develop a Sustainable Finance Framework, which will set out our methodology for classifying what financing is considered sustainable. Its purpose will be to support SABB in tracking and disclosing our performance against our sustainable finance commitments. The framework will be based on leading practices and aligned with international principles, to support growth and impact in this area. basis for including ESG success measures into the balanced scorecards of the Executive Management team. People Stakeholders At the core of our ESG commitment is ensuring that all our Staff receive appropriate and applicable ESG training and development. In 2022, we are developing a comprehensive programme that can be delivered across all levels of the Bank and ensure a common level of knowledge and understanding on ESG and sustainable finance. In addition, we will continue to build on the climate risk awareness training provided to the Board, to ensure Board Members and Executive Management are supported in performing their oversight duties on ESG, and climate change in particular. Ensuring that our external Stakeholders are kept informed of SABB’s progress on ESG and important non-financial issues, we are committed to putting in place certain actions that will facilitate this, particularly relating to external reporting. In 2022, the Bank will provide a more detailed update on our ESG strategy and priorities. We will also consider preparing for international reporting standards, alongside climate related financial disclosures. Organisation A priority in 2022 is to fully integrate ESG into existing governance and risk management frameworks. This process will be undertaken in addition to an inaugural ESG materiality assessment. At the same time, we aim to develop even more ambitious ESG KPIs and targets and use them as a We are also committed to ongoing external engagement, collaboration and leadership on ESG issues and promoting the ESG agenda more broadly. To this end, we will seek to play a leading role in relevant ESG and sustainable finance forums, working groups and key industry initiatives, at both a national and international level. Regulators and governments Society and communities Customers Investors Suppliers Employees S A B B | Annual Report 20 21
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60. CORPORATE GOVERNANCE 62 The Board of Directors ('the Board') 64 Biographies of Board Members 68 Biographies of Executive Management 74 Changes to the Board during 2021 75 Board sub-committees 82 Risk governance 87 Internal controls 90 Board assurance 91 Related parties 96 SABB General Meetings 97 Directors’ and Senior Executives’ interests 98 Remuneration 103 Legal entity structure 104 Appointment of external auditors 105 Debt securities in issue and other borrowings 106 Statutory payments 107 Penalties
61. 61
62. The Board of Directors ('the Board') Led by the Chair, the Board sets the Bank’s strategy and risk appetite with the aim of achieving sustainable value to Shareholders and promote a culture of openness and debate. The Board also approves the capital and operating plans for achieving the strategic direction on the recommendation of the Executive Management (‘MANCOM’). The Board consists of 11 members who bring together a wealth of local and international experience across a spectrum of industries, eight of whom were elected by the Shareholders and three of whom were appointed by HSBC Holding B.V. Appointments to the Board are made on merit and a rigorous selection process is followed in order to appoint a Director. The process also ensures that SABB maintains diversity across its Board. Directors are appointed for an initial three year term and may be reappointed for new terms. Board responsibilities The Board reviews the performance of Management in meeting the Bank’s strategic targets and monitors the Bank’s risk appetite and profile. The roles of the Chair and the MGD are separate, with a clear division of responsibilities between the Chair managing the Board and developing the strategy, and the MGD responsible for running SABB. The Board is responsible for supervising the Executive Management. The Board also reviews and approves strategy, annual operating plans, risk appetite and limits, performance targets, M&A activity, significant capital expenditure, specified senior appointments and any substantial changes in asset and liability management. Moreover, the Board enables Shareholders to exercise their rights to submit their comments and queries, which are discussed, answered and recorded in the minutes of the Annual General Meeting. Composition of the Board as at 31 December 2021 Mrs. Lubna Suliman Olayan Non-Executive Chair Mr. Saad Abdulmohsen Al-Fadly Non-Executive Vice Chair Eng. Khalid Abdullah Al-Molhelm Non-Executive Eng. Mohammed Omran Al-Omran Non-Executive Mr. Samir Assaf Non-Executive Mr. David Dew Executive 1 Mr. Tony Cripps2 Executive Mr. Stephen Moss Non-Executive Mr. Ahmed Farid Al-Aulaqi Independent Mr. Sulaiman AlGwaiz3 Independent Mr. Martin Powell Independent Mr. Stuart Gulliver Independent Mr. David Dew retired, effective 23 May 2021 2 Mr. Tony Cripps was appointed as Managing Director, Chief Executive and as a Board Member, effective 23 May 2021. 3 Mr. Sulaiman AlGwaiz was appointed as an independent member of the Board of Directors for the existing term, effective 1 November 2021. 1
63. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Corporate governance best practice A robust approach to corporate governance is a key strength for any organisation and the Bank ensures it adopts best practices in this field in order to ultimately create value for all the Bank’s Stakeholders. The Bank regularly conducts internal reviews to assess compliance with all regulatory requirements issued by the Capital Market Authority (‘CMA’) and the Saudi Central Bank (‘SAMA’), as well as local and international best practice. SABB’s corporate governance charter includes statements on the following areas: • General policy of SABB corporate governance document • Shareholders rights and general assembly • Disclosure policies and procedures • Formation of the Board and sub-committees • Principal responsibilities of the Board committees • Board sub-committees • Bank’s policy regulating relationships with Stakeholders Diversity Diversity is another key strand to both local and international governance best practice. SABB is particularly proud of the diversity within its Board and Executive Management. The Board includes a mixture of local and international expertise from a wide spectrum of industry experience, both within the financial services sector and broader non-financial services. In addition, the diversity in experience of the Board is further complemented by gender diversity including the first female Board Chair of a listed company in Saudi Arabia, as well as a number of the Bank’s Executive Management being female, which is a reflection of the Bank’s vision. Training and development Training and development is provided for each Board Director, with the support of the Company Secretary. All Directors develop and refresh their skills through periodic interaction with Executive Management across the Bank. Moreover, in line with the SABB governance charter, the Board of Directors and the Committee members are required to attend an induction programme with the Bank when they are appointed. SABB maintains a bespoke training programme that covers all aspects of the banking industry and corporate governance best practice. In addition, the Board also undertakes mandatory in-house and external training on a wide range of subjects, including Climate Risk and Key Trends on the Management of Compliance and Anti-Money Laundering training. 63
64. Biographies of Board Members As at 31 December 2021 Mrs . Lubna Suliman Olayan Mr. Saad Abdulmohsen Al-Fadly Eng. Khalid Abdullah Al-Molhem Current position Current position Current position Board member of: • Olayan Financing Company (Saudi Arabia) • Olayan Holding Company (Saudi Arabia) • Health Water Bottling Company (Saudi Arabia) • The Coca-Cola Company (Saudi Arabia Senior position: Board member of: • Ittefaq Steel Company (Saudi Arabia) • Kidana Company • Riyadh Cement Company (Listed/ Saudi Arabia) Non-Executive Chair Former position Board member of: • Schlumberger Company (Saudi Arabia) • King Abdullah University of Science and Technology (KAUST) • Saudi Arabian Mining Company (Listed/Saudi Arabia) • Alawwal Bank (Saudi Arabia) Qualifications • Honourary PhD in Law from Trinity College, Dublin, Ireland • Master of Business Administration (MBA) from Indiana University, USA • Bachelor of Science from Cornell University, USA Experience • Over 36 years of experience in investment, banking, and business management Non-Executive Vice Chair • Chief Executive Officer of Hassanah Investment Company (Saudi Arabia) Board member of: • National Medical Care Company (Listed/Saudi Arabia) • Al Marai Company (Listed/Saudi Arabia) • GEMS Company (Saudi Arabia) • Ma’arif Education and Training Company (Saudi Arabia) Former position Senior position: • Chief of Staff and Senior Officer Central and Eastern Regions of the SNB Capital Company (Saudi Arabia) • Vice President in Morgan Stanley (Saudi Arabia) Qualifications • Bachelor of Science in Accounting from King Saud University, KSA • Master of Financial Economics from Boston University, USA Experience • Experience in investment management and banking services at a number of financial and regulatory institutions, for more than 21 years Non-Executive Director Former position Senior position: • General Director of Saudi Airlines (Saudi Arabia) • Chief Executive Officer of the Saudi Telecom Company (STC) (Listed/Saudi Arabia) • Chief Executive Officer of Almarai Company (Listed/ Saudi Arabia) Board member of: • United Electronics Company (Extra) (Listed/Saudi Arabia) • Knowledge Economic City Company (Listed/Saudi Arabia) • King Abdullah Port Rabigh (Saudi Arabia) • HSBC Middle East Ltd (United Arab Emirates) • King Abdullah Economic City Company (Emaar) (Listed/Saudi Arabia) • Aseer Trading, Tourism and Manufacturing Company (Listed/Saudi Arabia) Qualifications • Bachelor of Science in Electrical Engineering from the University of Evansville, USA and Bachelor of Engineering Management from the University of Evansville, USA Experience • Experience in the business of banks and companies and has taken the lead in the privatisation of a number of major Saudi companies
65. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Mr. Ahmed Al-Aulaqi Mr. Sulaiman Abdulrahman AlGwaiz Mr. Martin Edward Powell Current position Current position Former position Board member of: • Chairman and President of Lakemore and a member of the firm’s Board of Directors Senior position: • Co-founder and President of Aspect Investment Partners Limited (United Arab Emirates) Board member of: • Etihad Etisalat Co (Mobile) (Listed/ Saudi Arabia) • Saudi Arabian Mining Co (Listed/ Saudi Arabia) • Saudi Industrial Investments Co. (Listed/Saudi Arabia) • Munajem Foods Co. (Listed/Saudi Arabia) Senior position: • Senior Executive roles at the Royal Bank of Scotland PLC (RBS) since 1973, the latest of which was the Chief Risk Officer Capital Resolution Group (Listed/United Kingdom) Former position Former position Senior position: • Treasurer for NCB London • President of Safanad International Company (United Arab Emirates) • Held various positions in the National Commercial Bank in Saudi Arabia and the United Kingdom, the latest of which was the Chief Executive Officer of SNB Capital Company (Listed/Saudi Arabia) Senior position: • Governor of the General Social Insurance Corporation ('GOSI') (Government entity/Saudi Arabia) • Deputy CEO of Riyadh Bank (Listed/ Saudi Arabia) • Trading Division Head, Corporate Bank of Samba Financial Group (Listed/Saudi Arabia) Board member of: • Alawwal Bank (Saudi Arabia) • Safanad Investment Company (United Arab Emirates) • The Company for Cooperative Insurance (Tawuniya) (Listed/Saudi Arabia) • Tunisian Saudi Bank (Tunisia) Board member of: • National Company for Glass Industries (ZOUJAJ) (Listed/Saudi Arabia) • National Industries Company (NIC) (Listed/Saudi Arabia) • Banque Saudi Fransi (Listed/Saudi Arabia) • Ajil Financial Services (Saudi Arabia) • Hassanah Investment Co (Saudi Arabia) Independent Director Qualifications • Master of Business Administration (MBA) from the University of Stirling, UK • Bachelor of Business Administration from King Abdulaziz University, KSA Experience • Over 31 years of experience in business management, banking, treasury, capital markets, investment services and brokerage Independent Director Independent Director Board member of: • Alawwal Bank (Listed/Saudi Arabia) Qualifications • ACIB - Associate Chartered Institute of Bankers Experience • Over 41 years of senior management expertise in banking, financial services, and risk management Qualifications • Bachelor of Business Management from the University of Portland, USA Experience • Extensive experience in the areas of banking operations, finance, credit and general business management. 65
66. Biographies of Board Members As at 31 December 2021 (continued) Eng. Mohammed Omran Al-Omran Mr. Stuart Gulliver Mr. David Dew 1 Current position Current position Senior position: • General Manager of Omran Mohammad Al-Omran and Partners Company (Saudi Arabia) Board member of: • Saudi Aramco • Hong Kong Airport Authority (Hong Kong) • Jardine Matheson Holdings Limited (Hong Kong) Board member of: • HSBC Bank Middle East Limited (United Arab Emirates) Non-Executive Director Board member of: • YANAL Finance Company (Saudi Arabia) • Tarabot Investment & Development Company (Saudi Arabia) • Tourism Development Fund (Saudi Arabia) Former position Board member of: • Al-Rajhi Company for Cooperative Insurance (Alrajhi Takaful) (Listed/ Saudi Arabia) • Saudi Arabia Credit Suisse (Saudi Arabia) • Saudi Telecom Company (STC) (Listed/Saudi Arabia) Qualifications • Bachelor of Science in Civil Engineering from King Saud University, KSA • Master of Construction Management from the University of South California, USA Independent Director Former position Senior position: • Executive Director and Group Chief Executive of HSBC Holdings plc (Listed/United Kingdom) • Chairman of The Hong Kong and Shanghai Banking Corporation Limited Qualifications • Master of Law from Oxford University, UK Experience • More than 38 years’ experience in international banking. Assumed many executive roles at HSBC Group, the last being Group Chief Executive Officer of HSBC Holdings plc Executive Director Former position Board member of: • Managing Director and Board member of SABB (Listed/Saudi Arabia) • HSBC Saudi Arabia Limited (Saudi Arabia) Senior position: • Deputy Managing Director and Chief Operating Officer of SABB (Listed/ Saudi Arabia) • Deputy Chief Executive of HSBC Amanah and Chief of Administration, Global Banking and Markets, Middle East HSBC (MENA) Qualifications • Master of Economics from Cambridge University, UK. • Associate of the Institute of Bankers Experience • Management and financial experience gained during his over 41 years career with HSBC, in various regions and roles Experience • Experience in the business and investment sectors 1 Mr David Dew retired effective 23rd May
67. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Mr. Tony Cripps Mr. Samir Assaf Mr. Stephen Moss Current position Current position Current position Senior position: • Managing Director and Board member of SABB (Listed/Saudi Arabia) Senior position: • Senior Advisor, HSBC Group Plc (united kingdom) • Senior Advisor, General Atlantic (global) Senior position: • Group Managing Director, Regional Chief Executive Officer for, MENAT and HSBC (Listed/United Kingdom) Executive Director Board member of: • HSBC Saudi Arabia Limited (Saudi Arabia) Former position Senior position: • Group General Manager and Chief Executive Officer of HSBC Singapore • Chief Executive Officer of HSBC Australia Qualifications • AFMA Australia (Financial Markets) • SFE Australia (Accreditation Future Traders License) Experience • More than 37 years’ experience in international banking. Assumed many executive roles at HSBC Group Non-Executive Director Board member of: • BeyondNetZero (a General Atlantic venture) (United States of America) • Chairman of the Boards of HSBC Middle East Ltd and HSBC Middle East Holdings • Montaigne London (United Kingdom) • Alfanar Charity Arm (United Kingdom) Former position Board member of: • HSBC Group Plc (United Kingdom) • HSBC Continental Europe • HSBC Egypt (Egypt) • HSBC Asset Management Limited (United Kingdom) • Global Financial Markets Association (United States of America) • HSBC Trinkhaus & Burkhardt AG (Listed/Germany) Qualifications • Master of Economics from USJ, Lebanon • Master of Economics and International Finance from La Sorbonne University, France • Bachelor of Finance from L’ Institut d’Etudes Politiques, France Experience • Experience in the banking and global financial markets field acquired from working at HSBC Group, where he held several leading roles. Non-Executive Director Board member of: • HSBC Middle East Holdings B.V (Netherlands) • HSBC Bank Middle East Limited (UAE) • HSBC Saudi Arabia (Saudi Arabia) • HSBC Egypt (Egypt) • Dubai International Chamber (UAE) • Advisory Board member of the Hong Kong Red Cross (Hong Kong) Former position Senior position: • Group Managing Director, Regional Chief Executive for Europe, MENAT, LATAM and HSBC (Listed/United Kingdom) • Group Managing Director, Group Chief of Staff, HSBC (Listed/United Kingdom) Board member of: • HSBC Latin America Holdings Limited (United Kingdom) • HSBC Bank Canada (Canada) • HSBC Bank plc (United Kingdom) • HSBC Asia Holdings B.V (United Kingdom) • Serai Limited (United Kingdom) • HSBC Asset Management Limited (United Kingdom) Qualifications • Qualified chartered accountant and member of the Institute of Chartered Accountants in England and Wales Experience • More than 29 years’ financial and managerial experience gained from various leadership roles at HSBC Group. 67
68. Biographies of Executive Management As at 31 December 2021 Mr . Tony Cripps Mr. Majed Kamal Najm Mr. Bashaar Al-Qunaibet Current position Current position Current position • Managing Director and Board Member of SABB • Deputy Managing Director of Corporate and Institutional Banking • Deputy Managing Director of Retail Banking and Wealth Management Board Member of: • HSBC Saudi Arabia Limited (Saudi Arabia) Former position Former position • Chief Executive Officer and Board member of HSBC Saudi Arabia Former position Qualifications • Chief Human Resources Officer, SABB • General Manager Branches and Sales, SABB Bank Executive Director Senior Position: • Chief Executive Officer of HSBC Singapore, the leading international bank in Singapore supporting retail, business, corporate and institutional banking customers through its network of local branches and offices. Qualifications • AFMA Australia (Financial Markets) • SFE Australia (Accreditation Future Traders License) Experience • More than 37 years’ experience in international banking. Assumed many executive roles at HSBC Group • Bachelor of Science in Management Experience • Joined SABB & HSBC Group in 1992. Held leadership positions as General Manager of Retail Banking and Wealth Management at SABB, Head of International at HSBC Middle East (Dubai) and the Chief Executive Officer of HSBC Bahrain Qualifications • Bachelor of Business Administration Experience • Over 22 years management and financial experience gained working in the Saudi banking sector, including roles at SABB, Alawwal Bank and NCB, and also as Business Development Director at SAMA’s SADAD Payment System.
69. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Mr. Mohammed Abdullatif Al-Shaikh Mrs. Maha Al-Sudairi Dr. Nawaf Al-Husseini Current position Current position Current position • Deputy Managing Director of Treasury • Chief Risk Officer • Chief Human Resources Officer Former position Former position Former position • Chief Compliance and Governance Officer, Alawwal Bank • General Manager Human Resources, The Saudi Investment Bank • Head of Human Resources, Arab National Bank • General Manager Human Resources, Alawwal Bank • General Manager Treasury, Alawwal Bank Qualifications • Bachelor of Science in Finance Experience • Joined Alawwal in 2012 as a General Manager Treasury. Prior to joining Alawwal, he held various treasury roles at Samba Financial Group, with extensive experience across functions and was a member of the Group’s Executive Management Committee Qualifications • Master of International Finance (Honours) from Kingston University, UK • Bachelor of Arts in English Translation from King Saud University, Saudi Arabia Experience • Over 11 years of experience in the Saudi banking Industry, compliance and corporate governance, acquired through formal training locally and abroad Qualifications • PhD in Business Administration – Human Resources Management from Temple University – Fox School of Business and Management • Master of Business Administration from San Francisco State University, USA • Bachelor of Business Administration from King Saud University, KSA Experience • Seasoned Human Resources professional with rich leadership experience spanning several Saudi banks and the International Monetary Fund (IMF), with consulting and academic experience. 69
70. Biographies of Executive Management As at 31December 2021 (continued) Mrs. Lama Ghazzaoui Mrs. Ghada Al-Jarbou Mrs. Faten Abalkhail Current position Current position Current position • Chief Financial Officer • Chief Operating Officer • Company Secretary Former position Former position Former position • Chief Financial Officer, NCB • General Manager of Global Liquidity and Cash Management, SABB • Integration Management Office / Head of Planning and Control, Strategy Department and Finance Department, Alawwal Bank Qualifications • Certified Public Accountant (CPA) State of Colorado,USA • Bachelor of Science in Accounting, UK Experience • Over 18 years of experience in banking. Joined SABB in March 2021 as CFO, coming from Saudi National Bank where she served as CFO from 2013. Has wide experience in many banking, finance, and accounting related areas, as well as previous experience in external auditing. Qualifications • Master of Business Administration from University of Bath, UK • Bachelor of Computer Science from Kind Saud University, KSA Experience • Over 23 years of experience in banking. Joined SABB in 1998 and worked in different departments; IT, HR, Retail Banking, and Corporate Banking. Qualifications • Bachelor of Home Economics and Nutrition • Diploma in Computer Sciences/ Programming and Information Systems Experience • Over 22 years of banking experience with in-depth knowledge in planning, governance of strategic initiatives execution and process. Held various posts in business, operations and control functions including Treasury, Retail, Strategy and Finance groups.
71. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Mr. Musaifer Alosaimi Mr. Ali Alqahtani Mr. Abdulhamid Alharbi Current position Current position Current position • Chief Information Officer • Chief Compliance Officer • Chief Internal Auditor Former position Former position Former position • Head of Information Technology Development, SABB • Deputy Chief Compliance Officer and Head of Financial Crime Compliance, SABB • Head of Special Assets, Special Asset Management, SABB Qualifications • Bachelor of Business Management, Heritage College, USA Qualifications • Diploma in Computer Engineering. Experience • Over 27 years of experience in banking and technology. Started career with Saudi Arabian Monitoring Authority and worked for them for more than 10 years. Joined SABB in 2005, and progressed through different roles in the Information Technology department. • Bachelor of Law from Saudi Electronic University, Saudi Arabia • Certified AML Specialist from Association of Certified Anti-Money Laundering Specialists, USA Experience • Over 20 years of experience in the Saudi banking system, across financial crime compliance – antimoney laundering, sanctions and countering terrorist financing Qualifications Experience • Over 29 years of experience in banking. Joined SABB in 1992 and worked in different departments; INA, Credit, Corporate and Commercial Banking and Special Asset Management. 71
72. Biographies of Executive Management As at 31December 2021 (continued) Mrs. Mashael Mazyad Alshebaiky Mr. Khalid Abdullah Ismail Mr. Faris Fehied Alshareef Current position Current position Current position • Chief Legal Officer • Chief Credit Officer • Chief Strategy Officer Former position Former position Former position • Legal Advisor, Abuhimed AlSheikh and Alhagbani in cooperation with Clifford chance LLP • General Manager Special Asset Management, SABB • Head of Management Information Planning and Analysis, SABB Qualifications Qualifications Qualifications • Bachelor of Business Management, Accounting, Boston College, USA • Bachelor of Accounting, King Fahad University of Petroleum and Minerals • Master of Laws (LLM), Duke University, North Carolina, USA • Bachelor of Arts in Law, Prince Sultan University, KSA Experience • Over 9 years of experience in the field of legal consultancy gained in her work at various financial institutions, which gave her the necessary professional skills in the fields of advisory and legal work. Experience • Over 15 years of experience in the banking sector and various financial institutions. He has deep knowledge and management experience in corporate banking relationship management, private asset management, business development and production. Experience • Joined SABB in 2018 as a Head of Management Information Planning and Analysis. He is a senior financial professional with over 10 years in various finance leadership roles (external audit, financial planning and analysis, commercial finance and exposed to various boards of directors and senior governance bodies such as Bahri Board of Directors (as well as PIF, Aramco, Ministry of Finance, CEO of Saudi Airlines and others).
73. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE 73
74. Changes to the Board during 2021 Appointment , retirement and re-election of Directors Appointments to the Board are made on merit and a rigorous selection process is followed in order to appoint a Director. The process also ensures that SABB maintains diversity across its Board. Non-Executive Directors are appointed for an initial three year term and may be reappointed for new terms. The Ordinary General Assembly meeting on 18 December 2019 approved the election of the Board of Directors for a term of three years, started from 1 January 2020 until 31 December 2022. SABB’s Managing Director (‘MGD’), David Dew retired on 23 May 2021. He was replaced by Mr. Tony Cripps, a representative of HSBC Holdings B.V. In addition, the Board appointed Mr. Sulaiman AlGwaiz as an independent Director to fill the place on the Board after the resignation of Mrs. Maria Ramos. This appointment will be ratified at the first General Assembly meeting. Board meetings During 2021, the Board held seven meetings. The following table shows details of those meetings and the respected attendance. Meeting dates 18 Mar 2021 31 Mar 2021 30 Apr 2021 14 Jul 2021 20 Sep 2021 29 Nov 2021 15 Dec 2021 3 3 3 3 3 3 3 - 3 3 3 3 3 3 Mrs. Lubna Suliman Olayan Mr. Saad Abdulmohsen Al-Fadly Eng. Mohammed Omran Al-Omran 3 3 3 3 3 3 3 Eng. Khalid Abdullah Al-Molhem 3 3 3 3 3 - 3 Mr. Stephen Moss 3 3 3 3 3 - 3 - 3 3 3 3 3 3 Mr. Martin Edward Powell Mr. Samir Assaf 3 3 3 3 3 3 3 Mr. Stuart Gulliver 3 3 3 3 3 3 3 Mr. Ahmed Farid Al-Aulaqi 3 3 3 3 3 3 3 Mr. David Dew 3 3 3 - - - - - - - 3 3 3 3 - - - - - 3 3 1 Mr. Tony Cripps Mr. Sulaiman A. AlGwaiz 2 David Dew retired on 23 May 2021 and was replaced by Tony Cripps 2 Sulaiman A. AlGwaiz was appointed on 1 November 2021 1
75. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Board sub-committees The Board has established four sub-committees: • Executive Committee (‘EXCOM’) • Audit Committee (‘AUCOM’) • Nomination and Remuneration Committee (‘NRC’) • Board Risk Committee (‘BRC’) The Bank’s approach with the construct of its Board sub-committees is in line with all regulatory requirements issued by the various supervisory authorities, the Bank’s bylaws and governance documents. The Chair of each sub-committee will report matters of significance to the Board and minutes of all meetings are shared with all Board members. Detailed roles and responsibilities for each committee are produced. Terms of reference During the past few years, the Bank has prepared the terms of reference of all Board sub-committees in line with the principles of governance, membership criteria, Banking Control law, corporate governance rules and the Companies Law. SABB’s Board has endorsed the terms of reference of all Board sub-committees, while the meeting of the General Assembly has approved the terms of reference of the Audit Committee (‘AUCOM’) and the Nomination and Remuneration Committee (‘NRC’) as per regulatory directives. As per their terms of reference, all the Board sub-committees must review their performance, status and terms of reference on an annual basis to ensure that the Committee is operating effectively including compliance with regulatory requirements, and to recommend any changes deemed appropriate for the Board’s approval, and subsequently, the General Assembly Meeting’s approval, where applicable. Assessment of the effectiveness of the Board, Directors and Board subcommittees In line with the regulatory requirements of the Governance Principles and Corporate Governance Rules and SABB’s Corporate Governance Document, the SABB Board of Directors annually conducts a self-assessment of its performance as well as of the performance of its members and sub-committees. For this year, SABB assigned an independent external agency, to conduct a full assessment of the Board, Board subcommittees and Board Directors. The evaluation was in line with CMA and SAMA corporate governance standards, norms of corporate governance in the region and international best practices. 75
76. Board sub-committees (continued) Board and sub-committee attendance during 2021 Number of meetings held Chair Mrs. Lubna Suliman Olayan Vice Chair Independent - Board 7 EXCOM 13 AUCOM 8 NRC 5 BRC 4 - 7/7 13/13 - - - - 6/7 - - 5/5 - - 4/7 3/7 6/13 7/13 - - - 3 3 3 3 6/7 7/7 2/7 7/7 7/7 6/7 6/7 7/7 13/13 12/13 13/13 - 8/8 8/8 5/5 5/5 - 4/4 4/4 4/4 - - - 8/8 7/8 8/8 - - 4/4 4/4 Mr. Saad Abdulmohsen Al-Fadly Executive Director Mr. Tony Cripps Mr. David Dew1 Non-Executive Directors Eng. Khalid Abdullah Al-Molhelm Mr. Ahmed Al-Aulaqi Mr. Sulaiman A. AlGwaiz2 Mr. Martin Edward Powell Eng. Mohammed Omran Al-Omran Mr. Stephen Moss Mr. Samir Assaf Mr. Stuart Gulliver Other Board sub-committee members Mr. Andrew Jackson Mr. Khalid Saleh Al-Subayel Mr. Saad Saleh Al-Sabti Mr. Abdulhameed Almuhaidib Mrs. Christine Lynch David Dew retired on 23 May 2021 and replaced by Tony Cripps. Suliman A. AlGwaiz was appointed on 1 November 2021. 1 2 Executive Committee (‘EXCOM’) Members • Mrs. Lubna Suliman Olayan (Chair - Non-Executive) • Mr. Tony Cripps (Executive Director) • Eng. Khalid Abdullah Al-Molhelm (Non-Executive Director) • Eng. Mohammed Omran Al-Omran (Non-Executive Director) • Mr. Ahmed Farid Al-Aulaqi (Independent Director) Roles and responsibilities The principal objective of the Committee is to assist the MGD, within the scope determined by the Board to deal with matters referred by the MGD or by the Board. In addition, EXCOM reviews and considers all monthly reports submitted by different functional heads and business segments of the Bank and meets at least six times during the year. In line with the corporate governance requirements and best practice, the terms of reference of the Committee were revised and approved by the Board on 20 September 2021. In 2021, the Committee held 13 meetings. The table below shows details of those meetings and the record of attendance of members during the year.
77. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE EXCOM meetings during 2021 1 Mrs. Lubna Olayan1 Eng. Al-Molhelm Eng. Al-Omran Mr. Al-Aulaqi Mr. Tony Cripps2 Mr. David Dew3 24 Jan 3 3 3 - - 3 23 Feb 3 3 3 3 - 3 29 Mar 3 3 3 3 - 3 9 Apr 3 3 3 3 - 3 14 Apr 3 3 3 3 - 3 27 Apr 3 3 3 3 - 3 20 May 3 3 3 3 - 3 13 Jul 3 3 3 3 3 - 24 Aug 3 3 3 3 3 - 19 Sep 3 3 3 3 3 - 25 Oct 3 3 3 3 3 - 22 Nov 3 3 3 3 3 - 14 Dec 3 3 3 3 3 - Mrs. Lubna Olayan was appointed as Chair of ExCom on 10 June 2021. 2 Mr. Tony Cripps was appointed as a member of ExCom on 10 June 2021. 3 Mr. David Dew retired on 23 May 2021. Audit Committee (‘AUCOM’) Members • Mr. Martin Edward Powell (Chair - Independent Director) • Mr. Stuart Gulliver (Independent Director) • Mr. Andrew Jackson (Non-Board member) • Mr. Saad Saleh Al-Sabti (Non-Board member) • Mr. Khalid Saleh Al-Sebayel (Non-Board member) Roles and responsibilities The AUCOM monitors the Bank’s internal audit function, supervises external auditors, reviews control weaknesses and system deficiencies, supervises the compliance functions and monitors its effectiveness. It is also responsible for the review of interim and annual financial statements including compliance with accounting policies and provides the Board with its comments and feedback. The Committee reviews the audit reports and provides its recommendations and actions. AUCOM also makes recommendations to the Board on the appointment of the Bank’s auditors and their respective fees, the review of the audit plan, follow-up on the auditors’ work and the review of the auditors’ comments, whilst also approving any work beyond normal audit business. The Chief Internal Auditor reports to AUCOM. On 28 January 2020 the Ordinary General Assembly of the Bank convened and approved the formation of the Audit Committee (AUCOM) for a term of three years which commenced on 28 January 2020 to 31 December 2022, and the Shareholders approved the appointment of Mr. Martin Powell, Mr. Saad Al-Sabti and Mr. Khalid Al-Sebayel as Audit Committee members starting from 28 January 2020. The Ordinary General Assembly of the Bank convened on 22 April 2020 and appointed Mr. Stuart Gulliver and Mr. Andrew Jackson as additional members of the Audit Committee with effect from 22 April 2020 until the end of the current committee term 31 December 2022. 77
78. Board sub-committees (continued) In line with the Bank’s plan to comply with corporate governance requirements, the terms of reference of the Committee were revised and approved by the AGM on 28 March 2018. AUCOM meets at least four times a year and in 2021, held eight meetings. The following table shows details of those meetings and the record of attendance of members during the year. AUCOM meetings during 2021 Mr. Martin Powell Mr. Stuart Gulliver Mr. Andrew Jackson Mr. Saad AlSabti Mr. Khalid Al- 21 Feb 3 3 3 3 3 30 Mar 3 3 3 3 3 25 Apr 3 3 3 3 3 12 Jul 3 3 3 3 3 2 Aug 3 3 3 3 3 21 Sep 3 3 3 3 3 25 Oct 3 3 3 3 3 13 Dec 3 3 3 3 - Sebayel Nomination and Remuneration Committee (‘NRC’) Members • Mr. Ahmed Al-Aulaqi (Chair - Independent Director) • Mr. Saad Al-Fadly (Non-Executive Vice Chair) • Mr. Samir Assaf (Non-Executive Director) Roles and responsibilities The NRC recommends the nominations for Board membership in line with SABB Board membership policies and criteria and, annually reviews the skills and capabilities required of those suitable for Board membership, including the time needed by a Board member for Board business. The sub-committee also evaluates the effectiveness of the members, subcommittees and the Board holistically and reviews the structure of the Board. An equally critical element of responsibility is to ensure the independence of those members that are considered independent and evaluate potential conflicts of interest that might arise. It also reviews the scope and limits of SABB’s governance in addition to drawing up and approving the compensation and remuneration policies and schemes. In line with the corporate governance requirements and best practice, the terms of reference of the Committee were revised and approved at the AGM on 22 April 2020. NRC meets at least twice a year and in 2021, the Committee held five meetings. The following table shows details of those meetings and the record of attendance of members during the year. NRC meetings during 2021 Mr. Saad Al-Fadly Mr. Samir Assaf Mr. Ahmed Al-Aulaqi 4 Feb 3 3 3 20 Feb 3 3 3 31 Mar 3 3 3 20 Sep 3 3 3 15 Dec 3 3 3
79. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Board Risk Committee (‘BRC’) Members • Mr. Stuart Gulliver (Chair- Independent Director) • Mr. Martin Powell (Independent Director) • Mr. Stephen Moss (Non-Executive Director) • Mrs. Christine Lynch (Non-Board member) • Mr. Abdulhameed Almuhaidib (Non-Board member) Roles and responsibilities The BRC is responsible for the oversight of enterprise risk management, risk governance and internal control systems. It provides advice to the Board on all key and emerging risks to the Bank and sets the risk appetite and risk strategy. In line with the corporate governance requirements and best practice, the terms of reference of the Committee were revised and approved by the Board on 31 March 2021. The Committee consists of three to five Non-Executive Directors or Non-Director members and reports directly to the Board. It meets at least four times a year. In 2021, the Committee held four meetings. The following table shows details of those meetings and the record of attendance of members during the year. BRC meetings during 2021 Mr. Stuart Gulliver Mr. Martin Powell Mrs. Christine Lynch Mr. Stephen Mr. Abdulhameed Moss Almuhaidib 30 Mar 3 3 3 3 3 12 Jul 3 3 3 3 3 21 Sep 3 3 3 3 3 13 Dec 3 3 3 3 3 79
80. Board sub-committees (continued) Profile of Board sub-committee members (Non-Director members) Mr. Khalid Saleh Al-Subayel Mr. Saad Saleh Al-Sabti Mr. Andrew Jackson Current position Current position Current position • Audit/Compliance and Risk Committee member, Saudi EXIM Bank • Audit and Risk Committee member, The National Center for Performance Measurement • Audit Committee Member for NAS Holding • Audit and Risk Committee member for National Housing Company • Audit Committee member in Misk Charity Foundation • Audit Committee member of Crown prince private affairs. • Member of Shura Council • Partner in Alsabti ecovis company for auditing and consulting • Chairman Rift Valley Roses Ltd • Board Member and Chair of the Audit Committee Hemingway’s Hospitality Ltd • Director Lima Labs Ltd • Chief Executive Officer of Jackson Consultants Ltd Former position Former position • Protiviti – Executive MP • Board and Audit Committee member at Riyadh Chamber of Commerce • RSM Managing Partner for AL Sabti & Bannaga • Chief Internal Auditor for Alfaisaliah Group • Audit Committee member for Saudi Venture Capital • CEO for KPMG Gulf Holding (Saudi Arabia, Kuwait, Jordan) • Member of the Executive Committee and Remuneration Committee for KPMG ELLP (Europe) • Executive Committee (the highest body of the firm) and Chairman of the Governance Committee for KPMG East Africa Qualifications • Bachelor of Computer Science and Accountancy from Manchester University, UK AUCOM member Former position • Director of the Banking Inspection Department for Saudi Central Bank • Audit Committee member for the Mediterranean & Gulf Insurance & Reinsurance Qualifications • Bachelor of Literature from King Saud University, KSA. • Master of Accounting from University of Illinois, Chicago, US • Banking Diploma from IPA, KSA • Professional certificates CPA Experience • 27 years of experience in various leadership positions in the Saudi Central Bank (SAMA) AUCOM member • Bachelor of Accounting from King Saud University, KSA. • Master of Accounting from Walsh College, USA • Professional certificates including CPA. Experience • Experience in the financial and accounting sector, especially in the external and internal audit. AUCOM member Qualifications Experience • Specialised in the financial sector and has worked in over 40 different countries
81. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Mrs. Christine Lynch Mr. Abdulhameed Almuhaidib Current position Current position BRC Member Board member of: • HSBC Bank Oman SAOG Former position Board member of: • HSBC Trust Company AG • Fondation de prevoyance des entites suisses du Groupe HSBC Qualifications • Bachelor of Arts in Modern Languages and European Studies from the University of Bath, UK • Bachelor of Science in Financial Services from the University of Manchester’s Institute of Science and Technology, UK Experience • Experience of over 25 years in leading positions in the risk management sector BRC Member • Executive Managing Director for Noor Energy (UAE) • Foremost Developer of privately owned power and water project (Saudi Arabia and United Arab of Emiratis) • Board member for HSBC Saudi Arabia (Saudi Arabia) Former position • Board member for Shuaa Energy 1 PSC • Board member of First National Operation & Maintenance Co. (NOMAC) • Board member of Internal Audit Committee Chairman for Shuqaiq Arabian Water & Electricity Company • Board member for International Bowarege Co. for Water Desalination Ltd Qualifications • Bachelor of Business Administration with major in Finance from the University of Miami, USA • Master of Business Administration from the Pepperdine University Graziadio School of Business and Management, Malibu, California, USA Experience • Business leader with over a decade of progressive experience in projects and corporate management across different business sectors 81
82. Risk governance SABB has a consistently strong risk culture across the organisation , which is embedded throughout business units, enablement and control functions. Ultimate accountability belongs to the Board which exercises active governance through its Board sub-committees. Clear communication, guidance and online risk training is provided to all employees. The Bank operates to the principle that all Staff are responsible for identifying and managing risk within the scope of their role, whilst providing effective oversight by the operational and resilience risk function, other risk stewards internal audit, as defined by the three lines of defence model. Adherence to risk management is a key performance indicator applied in the performance management of all Executive Management and staff across the organisations. A policy of consequence management is applied where failures occur. A well-established risk governance and ownership structure ensures oversight of, and accountability for, the effective management of risk. The Board approves the Bank’s risk framework, plans and performance targets, which include the establishment of management level risk governance committees, bank-wide and business risk appetite statements, the delegation of authorities for acceptance of credit and other risks and the establishment of effective control procedures. Three lines of defence First line of defence The first line consists of risk and control owners. Risk owners are responsible for the end-to-end management of risks that they own. They are supported by control owners who are responsible for carrying out control activities with the object of ensuring risks are managed within policy and appetite. Typically, this applies to all units of the Bank with the exception of Internal Audit. Second line of defence The second line of defence is comprised of the Bank’s operational risk management function and risk stewards within the Bank’s Risk Management, Finance, Compliance, Legal and other functions that own policy and provide guidance and oversight to ensure proper management of the risks that they steward. Third line of defence The third line of defence consists of an independent internal audit function which provides assurance with regard to the design and implementation of the Bank’s controls and risk management practices. The Internal Audit’s function reports directly to the Board’s Audit Committee. The Risk Management Committee (‘RMC’) and the Asset and Liability Committee (‘ALCO’) are two critical risk governance committees that support the BRC in setting the Bank’s overall risk appetite and managing the Bank’s activities within it. The RMC reviews risk appetite, emerging risks and risk policy and is chaired by the Chief Risk Officer. ALCO reviews the risks associated with the Bank’s balance sheet including asset and liability management, and liquidity and funding. Both RMC and ALCO meet at least 10 times a year and the Board sub-committees provide oversight of these committees, reviewing key performance metrics against risk appetite statements, discussing emerging risk matters, and incorporating learnings from international best practice. Enterprise-wide risk management tools Risk appetite SABB’s risk appetite is documented and defines our desired risk profile and tolerances within which risk should be managed. The risk appetite covers both risks which we actively accept and engage in as well as risks that are an inevitable function of doing business. Risks covered include credit, market, interest rate, liquidity and funding, operational and resilience risk.
83. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Risk appetite statements (‘RAS’) are deployed at the Bank level for all key risk categories and at the business level to document appropriate risk appetite and limits for major lines of business. SABB’s risk appetite is reviewed and approved by the Board at least annually. The risk appetite is central to an integrated approach to risk, capital and business management and supports the Bank in achieving its strategy, as well as being a key element in meeting the Bank’s obligations under Pillar 2 of the Basel Accord. Risk map SABB maintains a risk map, covering an assessment of current and anticipated levels of risk across all major financial and non-financial risk types. The risk map is reviewed by the Bank’s Risk Management Committee and any risk identified as being at an “amber” or “red” level is investigated further and actions to mitigate the elevated level of risk are determined. Stress testing SABB’s stress testing programme is performed at an enterprise-wide level and focuses on the key risk types to which the Bank is exposed. Stress testing refers to various quantitative and qualitative techniques used to gauge the Bank’s vulnerability to exceptional but plausible events. The Bank’s stress testing programme incorporates the guidelines set out by SAMA, the principles set out by the Basel Committee and is a key component of the Bank’s risk management approach. A major objective of stress testing is to provide assurance that the Bank is adequately capitalised and sufficiently liquid to withstand a stress event and, in particular, would be able to restore its financial standing and operations to normal levels without undue reliance on external parties. Sensitivities that are identified during the stress testing process are followed up with management actions with the intention of mitigating their potential impact in the event of an actual stress event. During the year the Bank has conducted multiple regulatory and internally initiated stress tests to evaluate potential outcomes of the COVID-19 pandemic and other risk factors on key economic indicators and consequently to the Bank’s risk profile. The Bank’s stress testing shows the Bank is adequately capitalised and sufficiently liquid to weather severe but plausible stress events. 83
84. Risk governance (continued) Principal risk types Risk type Definition and management Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honour its financial or contractual obligations to the Bank. Credit risk arises from the Bank’s direct lending operations, its issuance of guarantees, bonds and like instruments, trade finance activities and its investment and trading activities. The granting of credit to customers is a core business of the Bank and accounts for a major portion of the Bank’s balance sheet and profitability. The quality of the credit portfolio has a direct and important impact on the Bank’s performance and strength. The Bank maintains credit policies, manuals, and procedures to manage credit risk across the Bank’s portfolios, within approved risk appetite. The Bank operates an independent credit risk function which provides high level oversight and management of credit risk for SABB, aligned with SAMA Rules on Credit Risk Management in Banks. Its primary responsibilities include: independent risk assessment to ensure applications conform with SABB’s credit policy and local applicable regulations; guiding business segments on the Bank’s appetite for credit exposure to specified industry sectors, activities and banking products; and controlling exposures to sovereign entities, banks and other financial institutions. Credit risk Credit risk is monitored using a variety of credit risk management techniques such as assigning credit ratings, setting limits, monitoring credit exposures, limiting transactions with specific counterparties, continually assessing the creditworthiness of counterparties and through the appropriate structuring of transactions. The Bank manages credit exposure relating to its treasury trading activities by entering into master netting agreements and collateral arrangements with counterparties in appropriate circumstances, and by limiting the duration of exposure. The Bank’s credit risk exposure through derivatives represents the potential cost of replacing the derivative contracts if counterparties fail to fulfill their obligations. To control the level of credit risk taken, management assesses counterparties using the same techniques as for lending activities. Concentrations of credit risk arise when a number of obligors are engaged in similar business activities or have similar attributes that would cause their ability to meet contractual obligations to be similarly affected by a particular change in economic, political or other conditions. Concentration risk can also arise from large exposures to a single borrower or group of related borrowers. Management seeks to manage concentration of credit risk through the diversification of lending activities and through the use of internal and regulatory limits and capital models. Regulatory Compliance and Financial Crime Compliance (‘FCC’) risks Compliance Risk is the risk leading to statutory, legal sanctions, material financial loss, or damage to the reputation of SABB that may be suffered as a result of failure to comply with all applicable laws, rules and regulations. The aim of compliance is to protect the reputation and credibility of SABB and protect the interest of Shareholders and depositors and safeguard the institution against legal and regulatory consequences. Compliance is a specialised activity with a great degree of complexity managing the risks of financial crime and regulatory compliance capturing sanctions, money laundering, terrorist financing, fraud, and anti-bribery and corruption. SABB has continued to make significant investments in people and compliance infrastructure including monitoring systems, internal reporting tools and training in order to better control the compliance risks across the organisation. All identified risks and breaches to local regulations are reported to the Management and Board committees along with corrective actions. Market risk Market Risk is the risk that movements in market factors, including foreign exchange rates, special commission rates, credit spreads and equity prices, will reduce our income or the value of our portfolios. Exposure to market risk is separated into two portfolios: • Trading portfolios - comprise positions arising from market making and warehousing of customer derived positions. • Non-trading portfolios - comprise positions that primarily arise from the special commission rate management of our retail and commercial banking assets and liabilities and financial investments designated as ‘Held to collect and sell’ and ‘Held to collect’. Market risk is monitored and measured using limits and metrics approved by the BRC. The exposure and limits are monitored by an independent risk function. SABB uses a range of control measures to manage market risk ranging from specific stop loss control limits, sensitivity analysis, stress testing and Value at Risk (‘VaR’).
85. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Principal risk types (continued) Liquidity risk is the risk that SABB does not have sufficient financial resources to meet its obligations as they fall due or that it can only do so at an excessive cost. Liquidity risk arises from mismatches in the timing of cash flows. Funding risk is the risk that funding is considered to be sustainable, and therefore used to fund assets, is not sustainable over time. Funding risk arises when illiquid asset positions cannot be funded at the expected terms and when required. To control and manage this risk, the Board of Directors have approved a range of risk appetite and tolerance limits, including but not limited to the Liquidity Coverage Ratio, the Net Stable Funds Ratio, Loan to Deposit Ratio, SAMA Liquidity Ratio as well as a series of concentration limits on the source of funding and its maturity profile. All metrics are closely monitored by the first line of defence risk owners, namely Treasury and the Asset Liability and Capital Management (ALCM) team, together with regular oversight and monitoring by Senior Management (via ALCO) and the Board Risk Committee (BRC). Liquidity risk The Bank conducts regular stress testing under a range of severe but plausible scenarios under the framework of its Individual Liquidity Adequacy Assessment Process (ILAAP), providing the Bank with insight into its ability to continue to operate effectively in support of its customers throughout the stress period and beyond. The Bank has established a mechanism for charging the cost of liquidity within the organisation to support the management of the balance sheet structure for liquidity and funding risk purposes. A Liquidity Contingency Funding Plan (‘CFP’) has also been developed to provide a framework and guidance for both the risk owners and Executive Management in the event of an emerging or actual liquidity crisis. The CFP establishes early warning indicators (EWIs), whose ongoing monitoring forewarns Management of an impending stress, sets out responsibilities, and provides a series of potential mitigating actions that Management may select depending on the nature and severity of the situation. The CFP is reviewed and updated on at least an annual basis and is also subject to ongoing testing to ensure the operational effectiveness of the Bank’s mitigating actions. Shariah risk is the risk of financial loss, regulatory sanction and/or reputational damage to SABB as a result of either a failure to comply with the pronouncements, guidelines and resolutions issued by SABB’s Shariah Committee in respect of the development, execution, delivery and marketing of Islamic products, or of an opinion of the Shariah Committee being disputed by another body. Shariah risk Shariah rules are open to different interpretations hence, there are potential risks that a SABB product can be interpreted as non-compliant by another Shariah body. To mitigate this, SABB has ensured that its Shariah Committee members are of high standing. Further, SABB has a dedicated Shariah Affairs team specialising in advisory, risk management, and review training and awareness seminars are undertaken on Islamic banking principles, product and specific processing requirements. Finally, SABB has a Technology platform that facilitates compliance with Shariah requirements to further reduce the risk of operational error or oversight. Shariah risk is identified as a distinct risk in the Bank’s risk heat map, both at business and the dedicated Islamic Financial level. Status is monitored through the appropriate governance committees. The Head of Islamic Financial Services reports directly to the Chief Risk Officer to oversee the development and independent control of Shariah products and services. IFS maintains a strong interaction with the Shariah Committee with respect to all Shariah related affairs which impact business and risk management. The Shariah Committee reports directly to the Bank’s Board. 85
86. Risk governance (continued) Principal risk types (continued) Operational risk is the risk taken to achieve the Bank’s strategy or objectives due to inadequate or failed internal processes, people and systems, or from external events. The Risk Appetite for operational risk is established annually and approved by the Board. This is reviewed at the Operational and Resilience Risk Committee and the RMC with quarterly updates to the BRC. To ensure continuous assessment of adequacy of control over operational risks, risk and control assessments are made and the controls identified are tested periodically by Control Owners and Business Risk Control Managers. Issues identified are recorded in the Operational Risk Repository System and the resolution of issues are monitored and followed up by risk and control owners and the status communicated to and monitored at governance committees. In addition, issues identified in other reviews including those conducted by internal audit, external audit and regulatory authorities are also communicated and followed up by the governance committees. Operational risk Amongst a number of types of operational risk, the protection of the Bank’s technology infrastructure and our customers’ data is a key focus as more and more banking is digitalised. As part of its core business processes, SABB handles various types of customer information and data relating to its customers. Handling of information and data includes its storage, processing, and transmission. The Bank has established an Information Security Risk unit reporting to the Chief Risk Officer. This unit provides assurance that the Bank’s network is secure and is compliant with Information Security Policies by undertaking monitoring of information flows, data risk management and access management over SABB’s core systems. Cybersecurity risk is the probability of exposure or loss resulting from a cyber-attack or data breach on SABB. We continue to strengthen our cyber-control framework and improve our resilience and cybersecurity capabilities, including threat detection and analysis, access control, payment systems controls, data protection, network controls and back-up and recovery. Cyber risk is a priority area for the Bank and is routinely reported at both the RMC and BRC to ensure appropriate visibility, governance, and executive support for our ongoing cybersecurity programme. The Bank took measures to mitigate the inevitable operational risks arising from this change in working practices and operational risks have been managed to an acceptable level during the year. Reputational risk relates to stakeholders’ perceptions, whether based on fact or otherwise. As stakeholders’ expectations are constantly changing, reputational risk is dynamic. Therefore, SABB’s approach to reputational risk management must be upheld at all times and across all businesses and functions. SABB has built a strong image and reputation within the Saudi market, and maintains an unwavering commitment to operate, and be seen to be operating, to the highest standards set for itself. Reputational risk The reputation of SABB is critical to its success. Any financial services organisation stands or falls by its reputation and the customers’ confidence in it, and the reputation can be severely damaged by noncompliance with relevant regulations or by inappropriate actions or comments to the media or in the public domain. The maintenance of customer confidence is a prime objective of Management and can be achieved through a strong and healthy financial position and by exhibiting successful risk management. SABB has zero tolerance for knowingly engaging in any business or activity where foreseeable reputational risk and/or damage has not been considered and/or mitigated. SABB tolerates a limited degree of reputational risk arising from activities where the risk has been carefully considered and/or mitigated and determined to fall below the risk threshold.
87. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Internal controls The ultimate responsibility for the system of internal controls resides with the Board. SABB’s Internal Control System is designed to manage the risk of failure to achieve the Bank’s strategic objectives. SABB's Management has established and maintains an adequate and effective framework of internal control in support of the policies approved by the Board. The Internal Control System ensures quality of external and internal reporting, maintenance of proper records, design and operational effectiveness of processes, compliance with applicable laws and regulations, and internal policies with respect to the conduct of business. Regulatory compliance The Internal Control System is compliant with the Guidelines on Internal Controls issued by SAMA. This includes ensuring that there is an ongoing process for the identification, evaluation and management of significant risks faced by the Bank. Observations made by external and internal auditors, and SAMA’s inspection team are promptly reviewed and addressed by Management and are subject to oversight by the Board and its Audit Committee. SABB's assessment is that the Internal Control System in place provides reasonable assurance as to the integrity and reliability of the controls established and the management of information produced. AUCOM assessment of the adequacy of the Bank's internal control system During 2021, AUCOM reviewed various reports on the adequacy of internal controls and systems including the financial statements and risk reports. The AUCOM’s discussions and decisions are documented in the meetings’ minutes and matters requiring attention are escalated to the Board. During this year, the AUCOM members met with the Chief Internal Auditor, Chief Operations Officer, Chief Risk Officer, Chief Compliance Officer, Chief Finance Officer, and external Auditors; and have obtained updates on matters that require AUCOM’s attention. AUCOM also received internal audit reports, regulatory reports and external auditors’ management letters issued during the year and reviewed the Management action plans for the issues raised. AUCOM also reviewed the effectiveness of the system of internal control and procedures for compliance with SABB’s internal policies, relevant regulatory and legal requirements in the Kingdom of Saudi Arabia and whether Management has fulfilled its duty in having an effective internal control system, seeking independent assurance from internal audit to assess the adequacy and effectiveness of such internal controls. AUCOM assures the Board and Shareholders that to the best of its knowledge and in all material aspects that SABB’s internal control system is adequately designed and operating effectively; and its recommendation pertaining to the appointment, dismissal, assessment or determining the remuneration of the external Auditors or appointing a Chief Internal Auditor were adopted by the Board. Annual review of the effectiveness of internal control procedures The Board is responsible for maintaining and reviewing the effectiveness of risk management. The framework of standards, policies and key procedures that the Directors have established is designed to provide effective internal control within SABB for managing risks within the accepted risk appetite of the Bank; for safeguarding assets against unauthorised use or disposal; for maintaining proper accounting records; and for the reliability and usefulness of financial information used within the business or for publication. Such procedures are designed to manage and mitigate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement, errors, losses or fraud. Such procedures for the ongoing identification, evaluation and management of the significant risks faced by SABB have been in place throughout the year. SABB’s Management is responsible for implementing and reviewing the effectiveness of the Bank’s internal control framework as approved by the Board. All employees are responsible for identifying and managing risk within the scope of their role as part of the Three Lines of Defence model, which is an activity based model to delineate management accountabilities and responsibilities for risk management and the control environment. The second line of defence sets the policy and guidelines for managing specific risk areas, provides advice and guidance in relation to the risk, and challenges the first line of defence (the risk owners) on effective risk management. 87
88. Internal controls (continued) The Risk function, under the Chief Risk Officer, is responsible for maintaining oversight of the management of various risks across the Bank. The Compliance function maintains oversight of business operations and management action to ensure conformity with regulatory requirements. The risk management process is fully integrated with strategic planning, the annual operating plan and the capital planning cycle. Results are communicated for the information of the Directors by means of periodic reports provided to the AUCOM and BRC members Summary of key internal controls Control Description SABB Principles SABB Principles overlay all policies and procedures, informing and connecting our purpose, values, strategy and risk management. In other words, why we exist, who we are, what we do and how we deliver. Policies and procedure framework SABB has a strong policies and procedures framework governed by the “Procedures of SABB Manuals”. Functional Instructions Manuals (FIMs) articulate the key policies related to all major activities of the Bank besides standalone policies on the key regulations. All policies are approved by the Board and are subject to periodic review to ensure they adequately cover the Bank and its operating environment including alignment with regulation and the international best practices. Authority to carry out various activities and responsibilities for financial performance against plan are delegated to SABB Management within limits set by the Board. Delegation of authority from the Board to individuals requires those individuals to maintain a clear and appropriate apportionment of significant Delegation responsibilities and to oversee the establishment and maintenance of a system of controls appropriate of authority to the business. Authorities to enter into credit and market risk exposures are delegated with limits within limits to line management. Outside of these limits, including for credit proposals with specified higher risk set by the characteristics, the concurrence of the Executive Committee is required. Credit and market risks are Board measured and aggregated for review and management of risk concentrations. The appointment of Executives to the most senior positions within SABB requires the approval of the Board and concurrence from SAMA. Risk identification and monitoring Systems and procedures are in place in SABB to identify, monitor, control and report on the major risks including credit, market, liquidity, capital, financial management, model, reputational, strategic, sustainability, compliance, other operational and resilience risks and any emerging risks. Exposure to these risks is monitored by various Management Governance Committees. These include: the Asset and Liability Committee, the Risk Management Committee, the Compliance Committee, the Fraud High Committee, the IT Steering Committee, the Customer Experience Steering Committee, the Information Security Risk Committee and the Operational and Resilience Risk Committee and their various subcommittees. Governance committees The effectiveness, membership and terms of reference are reviewed annually, and minutes of meetings are submitted to the Board sub-committees, and through these sub-committees to the Board. Risk and Control Assessment (‘RCA’) All significant operational risks, together with the associated controls are identified through a RCA process conducted by risk owners with input from Risk Stewards (subject matter experts in the second line of defence). The design and operating effectiveness of controls is tested at several levels including by dedicated Business Risk and Control Managers (within the first line of defence), the relevant Risk Stewards (second line of defence) to provide reasonable assurance to the Management about the adequacy of the controls. Financial reporting SABB’s financial reporting process for preparing the Financial Statements as the year ended 31 December 2021 is controlled using documented accounting policies and reporting formats. The submission of financial information is subject to certification by the Chief Financial Officer.
89. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Changes in operations, market conditions and practices Processes are in place to identify new risks arising from changes in market conditions and practices and customer behaviour. Annual operating plans Annual operating plans, informed by detailed analysis of risk appetite describing the types and quantum of risk that SABB is prepared to take in executing its strategy, are prepared at business and functional levels, and set out the key business initiatives and the likely financial effects of those initiatives. Governance arrangements Governance arrangements are in place to provide oversight of, and advice to the Board on, material risk related matters. These are affected through the Board sub-committees as well as Management sub-committees which oversee the effectiveness of risk management and report to the Board subcommittees. Internal Audit (INA) represents the Third Line of Defence and monitors the effectiveness of the internal control framework across the whole of SABB focusing on the areas of greatest risk to the Bank as determined by a risk-based audit approach. INA accomplishes this by independently reviewing the design and operating effectiveness of internal control systems and policies established by first and second line functions to ensure that the Bank is operating within its stated risk appetite and in compliance with the regulatory framework. Internal Audit The Chief Internal Auditor (CIA) reports to AUCOM on all audit related matters. The SABB Internal Audit Activity Charter sets out the accountability, independence, responsibility, and authority of the INA function, while the SABB Audit Instruction Manual (AIM) prescribes the standards and procedures adhered to by the INA function. Both documents are reviewed and approved by AUCOM, acting on behalf of the Board on an annual basis. Executive Management is responsible for ensuring that Management Action Plans agreed by the INA function are implemented within an appropriate and agreed timetable. Confirmation to this effect must be provided to INA. During 2021, INA reviewed a number of activities and processes of SABB following a risk-based approach. Reports of these audits have been submitted to the AUCOM highlighting areas where the effectiveness of controls or Management’s effectiveness in addressing control deficiencies was found to be less than satisfactory. On an overall basis, audits of the effectiveness of the internal control environment conducted during 2021 confirmed that systems and procedures for the ongoing identification, evaluation and management of significant risks faced by SABB were in place throughout the year and no significant issues have been identified. These procedures enabled SABB to discharge its obligations under the rules and regulations issued by SAMA and the standards established by the Board. 89
90. Board assurance The Board assures Shareholders and other interested parties that to the best of its knowledge and in all material aspects : • Proper books of account have been maintained. • The system of internal controls is sound in design and has been effectively implemented. • It has no evidence that suggests the Bank’s inability to continue as a going concern. The Board has reached this view and is able to make this assurance based on its ongoing oversight of and involvement in the Bank’s control framework directly and through its sub-committees. The Board further mandates Management to conduct an annual review of effectiveness of internal control procedures.
91. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Related parties Related party transactions Managerial and specialised expertise is provided under a technical services agreement with HSBC Holdings plc, the parent company of HSBC Holdings BV. This agreement was amended on 3 October 2018 and renewed for a period of 10 years, commencing on 30 September 2017. In the ordinary course of its activities, the Group transacts business with related parties. In the opinion of the Management and the Board, the related party transactions are performed in normal course of business. The related party transactions are governed by limits set by the Banking Control Law and the regulations issued by SAMA. The year end balances included in the consolidated financial statements resulting from such transactions are as follows: 2021 2020 The HSBC Group: Due from banks and other financial institutions Investments Fair value derivatives, net Due to banks and other financial institutions Commitments and contingencies 1,135,263 1,819,706 10,779 111,709 3,421 20,812 575,837 677,738 4,061,265 3,374,514 2021 2020 Associates: Investments 583,359 619,232 Loans and advances 275,000 1,501 47,726 21,923 461,085 476,738 - 37 1,303,655 1,503,428 Other assets Customer deposits Other liabilities Commitments and contingencies 2021 2020 Directors, board committees, other major Shareholders, key management personnel and their affiliates: 3,769,568 664,344 Loans and advances Investments 15,101,994 5,680,310 Customers’ deposits 11,480,071 7,606,791 Positive fair value derivatives, net Debt securities issued Other liabilities Commitments and contingencies 72,626 56,962 500,000 750,000 18,148 14,532 4,756,529 787,214 91
92. Related parties (continued) Other major Shareholders represent shareholdings (excluding the non-Saudi shareholder) of more than 5% of the Group’s issued share capital. 2021 2020 Related mutual funds: Investments Customers’ deposits Debt securities issued 363,510 361,673 17,440 47,546 212,000 212,000 2021 2020 34,000 34,000 578,649 516,848 Subsidiaries: Other assets Related mutual funds: Investments Below represent transactions with related parties other than those disclosed elsewhere in these consolidated financial statements. 2021 2020 Special commission income 254,118 149,269 Special commission expense 59,951 94,684 Fees and commission income 127,408 40,040 General and administrative expenses 73,615 54,708 Service charges paid to HSBC group 30,247 29,906 Service charges recovered from associate 24,320 25,227 Proceeds from sale of non-current assets held for sale 79,895 - Profit share paid to associate relating to investment banking activities 28,084 24,653 5,610 5,943 Directors’ and board committees’ remuneration The total amount of compensation paid to key management personnel during the year is as follows: Short-term employee benefits * Termination benefits 2021 2020 35,062 45,117 746 3,081 Other long-term benefits 13,800 17,069 Share-based payments 12,944 8,681 * Short-Term Employee benefits includes: Salaries, Allowances, Benefits, Cash bonus paid during the year Key management personnel are those persons, including an executive director, having authority and responsibility for planning, directing, and controlling the activities of the Group, directly or indirectly.
93. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Transactions between the Bank and any Related Party, and any business or contract to which the Bank is a party and in which a Director of the Bank, a Senior Executive or any person related to any of them is or was interested, are disclosed below and in note 35 of the 2021 Audited Consolidated Financial Statements. No Related party Relation to related party Name of the party with direct or indirect Interest, major shareholding or external Auditor Value Nature of business Agreement Annually/one time Mrs. Lubna Olayan SAR 3,349,035 Statement print Annually 1 Saudi Xerox Agen Co Board member / Shareholder 2 Schindler Olayan Elevators Board member Mrs. Lubna Olayan SAR 74,516 Elevator maintenance Annually 3 SIMAH 21.87% owned by SABB Mr. Bandar G. Ghashyan SAR 9,175,029 SIMAH Membership agreement Annually SAR 13,881,000 PLA (Performance level agreement) HBME Murex (Software) Annually 4 HSBC Bank Middle East Limited (HBME) Board member Mr. Stephen Moss Mr. Samir Assaf Mr. Tony Cripps 5 HSBC Holdings Board member / major Shareholder Mr. Stephen Moss Mr. Samir Assaf Mr. Tony Cripps SAR 22,194,000 Intra Group service agreement for HGHQ Annually 6 SABB Takaful 65% owned by SABB Mrs. Maha Al-Sudairi Mr. Bashar Al-Auinabit Mr. Faris F. Al-Shareef Mr. Yasir Al-Barrak SAR 25,904 Public liability Annually 7 HSBC Bank plc Board member Mr. Stephen Moss Mr. Samir Assaf Mr. Tony Cripps GBP 562,310 Intra Group service agreement for HSBC UK Annually 8 HSBC Bank Canada Board member Mr. Stephen Moss Mr. Samir Assaf Mr. Tony Cripps CAD 16,012 Intra Group service agreement for HSBC Canada Annually Board member / 49% owned by SABB Mr. Ali Al Sabhan Mr. Majed Najm Mr. Mohammed Abdullatif Al Shaikh Mr. Abdulhamid F Al Harbi Mr. Stephen Moss Mr. Samir Assaf Mr. Tony Cripps SAR 24,320,000 Services agreement Annually On-going Funding to Alawwal Invest company to consummate the transfer of the: (i) asset management business; (ii) the retail margin lending business; and (iii) the retail brokerage business, from HSBC SA One time 9 HSBC Saudi Arabia Ltd (IBSA) 10 HSBC Saudi Arabia (HBSA SA) Board Member /49% owned by SABB Mr. Stephen Moss Mr. Samir Assaf Mr. Tony Cripps Mr. Ali Al Sabhan Mr. Majed Najm Mr. Mohammed Al Shaikh Mr. Abdulhamid Al Harbi 11 Tahakom Investments Company Senior Executive Mr. Khaild Ismail SAR 67,065 Customers ID verification (KYC) Annually 12 ELM Senior Executive Mr. Khaild Ismail SAR 9,942,784 Yakeen & Natheer online services Annually 13 SANID 20% owned by SABB Mrs. Jehan Tashkandi SAR 22,262,566 ATM replenishment agreement Annually 14 Al Bustan Company Board member Mrs. Lubna Olayan SAR 2,401,931 One ATM and four staff housing rentals Annually 15 Olayan Real Estate Co. Board member Mrs. Lubna Olayan SAR 792,000 Branch site rentals Annually 16 Saudi Payments Senior Executive Mr. Nawaf Jamal Mohammed AlHusseini SAR 750,000 IPS testing onsite professional services Annually 17 Arabian Business Machines Co. Board member / Shareholder Mrs. Lubna Olayan SAR 242,844 - One time Board Member / 49% Owned by SABB Mr. Tony Cripps Mr. Stephen Moss Mr.Samir Assaf Mr. Ali Al Sabhan Mr. Majed Najm Mr. Mohammed Abdullatif Al Shaikh Mr. Abdulhamid F Al Harbi 18 HSBC Saudi Arabia Ltd (IBSA) SAR 28,084,118 - Profit Share 93
94. Related parties (continued) Arrangements for Shareholders’ waiver of rights to dividends The Bank is not aware of any information on any arrangements or agreements for the waiver by any Shareholder of the Bank of any of their rights to dividends. Notification relating to substantial shareholdings During the year, the Bank did not receive any notification from Shareholders or relevant persons regarding the change in their ownership of the Bank's shares in accordance with the disclosure requirements of the Listing Rules issued by the Capital Market Authority. Below are schedules of share ownership of major Shareholders, Directors of the Board and Senior Executives or their spouses and minor children in shares or equity. Description of any interest, option rights and subscription rights of major Shareholders Name of Stakeholder No. of shares Change 1 Jan 2021 31 Dec 2021 Shares % HSBC Holdings B.V 636,986,300 636,986,300 - - Olayan Saudi Investment Company Ltd. 418,026,857 416,365,671 )1,661,186( -0.40 General Organisation for Social Insurance (GOSI) 109,012,330 131,135,645 22,123,315 20.3 Rights of the Shareholders In line with the relevant regulations, and as a general rule, the Bank ensures that the Shareholders have the ability to exercise their rights completely, including their right to give feedback about the Bank and its performance through General Meetings and the Share Registry unit. Bank requests for Shareholders’ register The Bank regularly requests information on the constituents of the Shareholder base from the Tadawul Stock Exchange. The requests are detailed below: Date Reason 1 03 Jan 2021 Update of Shareholder records 2 31 Jan 2021 Update of Shareholder records 3 28 Feb 2021 Update of Shareholder records 4 31 Mar 2021 AGM 5 29 Apr 2021 Update of Shareholder records 6 31 May 2021 Update of Shareholder records 7 30 Jun 2021 Update of Shareholder records 8 29 Jul 2021 Update of Shareholder records 9 29 Jul 2021 Update of Shareholder records 10 09 Aug 2021 Dividend entitlement 11 31 Aug 2021 Update of Shareholder records 12 30 Sep 2021 Update of Shareholder records 13 31 Oct 2021 Update of Shareholder records 14 30 Nov 2021 Update of Shareholder records 15 30 Dec 2021 Update of Shareholder records
95. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE SABB complies in form and content with all corporate governance guidelines included in the Corporate Governance Regulations issued by the CMA with the exception of Article 95 (more details can be found below). This commitment has resulted in the inclusion of the compulsory requirements in the Bank's bylaws and the Terms of Reference of Board Committees as well as in internal policies and guidelines. These include establishment of the rights of Shareholders to purchase and own shares and to participate in General Meetings; the provision of all information that ensures Shareholders can exercise their rights; the disclosure of financial and non-financial information and the complete observance of transparency requirements in line with the regulatory requirements; and the definition of the liabilities of the Board of Directors and formation of its various committees under Terms of Reference that are in line with the regulatory guidelines. Article Requirement 95 Formation of a Corporate Governance Committee (Guiding Article) Reason for non-compliance by the Bank The Nomination and Remuneration Committee, in line with its terms of reference, is entrusted with the periodical revisions to ensure consistency of the applications and structures of governance adopted by the Bank and to present their recommendations to the Board on such matters. 95
96. SABB General Meetings During 2021 , SABB held one Extra Ordinary General meeting as follows: Extraordinary General Meeting 31 March 2021 (Annual General Meeting) In line with the regulatory guidelines, SABB held an Extraordinary General Meeting on 31 March 2021 via modern technology with the required quorum and attendance of 74.28% of Shareholders. The resolutions of the meeting are publicly available on the Tadawul stock exchange website (www.tadawul.com.sa). General meeting Board attendance The following table shows the details of meetings and the attendance of Directors during the year: 31 March 2021 Mrs. Lubna Suliman Olayan 3 Mr. Saad Abdulmohsen Al-Fadly 3 Eng. Khalid Abdullah Al-Molhem 3 Eng. Mohammed Omran Al-Omran 3 Mr. Ahmed Al-Aulaqi 3 Mr. Martin Edward Powell 3 Mr. David Dew 3 Mr. Stephen Moss 3
97. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Directors’ and Senior Executives’ interests Directors’ interests (including relatives) Name of Stakeholder No. of shares   1 Jan 2021 31 Dec 2021 Shares % Mrs. Lubna Suliman Olayan 43,087 129,515 86,428 200.6 Eng. Khaled Abdullah Al-Molhem 53,119 57,414 4,295 8.1 52,183,643 52,183,643 - - Eng. Mohammed Omran Al-Omran Mr. Saad Abdulmohsen Al-Fadly - - - - Mr. David Dew1 - - - - Mr. Samir Assaf - - - - Mr. Ahmed Farid Al-Aulaqi 1,677 1,677 - - Mr. Martin Edward Powell - - - - Mr. Stephen Moss - - - - Mr. Stuart Gulliver - - - - 1,500 1 -1499 -100.0 - - - - Mr. Sulaiman Abdulrahman AlGwaiz Mr. Tony William Cripps 1 Change Mr. David Dew retired from his position during 2021 with an effective date of 23 May 2021. Senior Executives’ relatives)   interests (including   Name of Stakeholder No. of shares   Change 1 Jan 2021 31 Dec 2021 Shares % - - - - Mr. Mathew Pearce - - - - Mrs. Faten Abdullah Abalkhail - - - - Mr. Majed Najm 124,236 147,084 22,848 18.4 Mr. Mohammed Al-Shaikh 208,705 253,937 45,232 21.7 Mr. Bashaar AlQunaibet 48,927 60,502 11,575 23.7 Mr. Tony William Cripps - - - - Mrs. Lama A Ghazzaoui - - - - Mrs. Maha Mohammed Al-Sudairi - - - - Mr. Faris Fehied Alshareef - - - - 32,629 44,378 11,749 36.0 Mr. David Dew 1 Mr. Yasser Ali Albarak 1   Mr. David Dew retired from his position during 2021 with an effective date of 23 May 2021. 97
98. Remuneration SABB policy to determine the compensation paid to members of the Board of Directors of the Bank or members from outside the Board is determined in accordance with the frameworks issued by the supervisory authorities and governed by prime principles of governance of banks operating in the Kingdom , and the compensation regulations issued by SAMA including the SAMA Circular that sets out the maximum amount of remuneration and compensation and in-kind benefits paid to the Directors and the Board sub-committee members annually including the attendance fee. This is further supported by the Corporate Governance Regulation issued by the Capital Market Authority of Saudi Arabia (CMA) the provisions of the Companies Law, SABB’s bylaws; the SABB Corporate Governance Document and SABB’s Compensation Policy. Directors’ fees for their membership of the Board and participation in the Banks’ operations, during 2021 amounted to SAR 4,713,493 including attendance fees at Board meetings and Board sub-committees and special committees, namely: Executive Committee, Audit Committee, Nomination and Remuneration Committee, Board Risk Committee, Strategy Committee and Integration Committee. The compensation is paid towards the end of the year. During 2021, none of the Board or sub-committee members have assumed any work in a technical or advisory role, and therefore they did not obtain any consideration or special benefits in this respect. The following table shows details of remuneration paid to Board and sub-committee members and Senior Executives of the Bank during the year. Non-executive Board members Salaries and remuneration Allowances Senior executive appointments where Independent SAMA ‘no objection’ is required Board members 2,400 1,408 12,663 685 415 4,736 Annual and periodic bonuses - - 15,550 Incentive schemes - - - Other remuneration or benefits in kind paid monthly or annually2 - - 628 1 Includes both cash and deferred bonus Includes end of service benefit for resigned Senior Executives, education benefit and accommodation rent 1 2
99. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Board Remuneration: Fixed remunerations Variable remunerations 570* Mr. Stuart Gulliver 450 35 125 610* 1,408 115 300 1,823         400 35 115 550* 400 30 55 485 400 35 70 505** 400 30 115 545** Mr. Stephen Moss 400 30 70 500 Mr. Samir Assaf 400 30 70 500 2,400 190 495 3,085 Third: Executive Directors         Mr. Tony Cripps - - - - Mr. David Dew - - - - Total Second: Non-Executive Directors Mrs. Lubna Suliman Olayan Mr. Saad Abdulmohsen Al-Fadly Eng. Mohammed Omran Al-Omran Eng. Khalid Abdullah AlMolhelm Total Expenses allowance 85 Aggregate amount 35 End-of-service award 450 Total Mr. Martin Edward Powell Granted shares (insert the value) 68 Long-term incentive plans - Short-term incentive plans 10 Periodic remunerations 58 Percentage of the profits Mr. Sulaiman A. AlGwaiz Total (SAR’000s) 575** Remunerations of the Chair, Managing Director or Secretary if a Total allowance for attending committee meetings 90 Remunerations for technical, managerial and consultative work Allowance for attending Board meetings 35 First: Independent Directors Mr. Ahmed Farid AlAulaqi In-kind benefits Specific amount 450 Name *Pursuant to the Companies Law, CMA, and SAMA Corporate Governance regulations, which states that the remuneration cap per Director is SAR 500,000 with exceptions mentioned in The Companies Law, Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies and SAMA circulars. **Remuneration and compensations paid to directors should not exceed SAR 500,000 annually, any payment of any additional due amounts will not be paid. 99
100. Remuneration (continued) Top five Senior Executives5 (Including CEO4 and CFO) Fixed remunerations Senior Executives 1 Total (SAR’000s) Salaries Allowances In-kind benefits2 Total 12,663 4,736 628 18,027 Includes both cash and deferred bonus Includes end-of service benefit for resigned Senior Executives, education benefit and accommodation rent 3 Long-term incentive plans include the Talent Retention Schemes 4 The CEO is also an Executive Director 5 Include previous CEO and CFO 1 2 Committee remuneration The following amounts are received by all Board sub-committee members Fixed remuneration Allowance for attending Board meetings Total EXCOM members 200 255 455 AUCOM members 550 195 745 NRC members 150 75 225 BRC members 450 100 550 Special committee for Project Chess - 60 60 Special committee for Integration - 70 70 Special committee for Branding - 140 140 Special meetings for non-Excom members - 30 30 Special meeting for non-Branding members - 25 25
101. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Total remunerations for Board End-ofexecutives, service if any4 award Variable remunerations LongGranted Shortterm shares term incentive incentive (insert the Periodic plans3 value) plans remunerations1 Profits 7,980 - - 4,800 7,570 Total 20,350 Aggregate Amount - 13,824 38,377 101
102. Remuneration (continued) Arrangements for Directors’ or Senior Executives’ waiver of salaries or remuneration The Bank is not aware of information on any arrangements or agreements for the waiver by any Director of the Board or any Senior Executive of any salaries, awards or remuneration. Staff benefits and schemes An annual independent review of SABB’s compensation structure is conducted by an external consultant and submitted to the Nomination and Remuneration Committee and subsequently to SAMA along with management reports. This is in line with the guidance issued by SAMA and the Financial Stability Board. According to the Labour Law of the Kingdom of Saudi Arabia and SABB’s internal policies, employee end-of-service benefits become due for payment at the end of an employee’s period of service. The end-of-service benefits outstanding at the end of 2021 amount to SAR 707 mln. The Bank has Share Based Equity settled Bonus payment plans outstanding at the end of the year. Under the terms of these plans, SABB’s eligible employees are offered shares at a predetermined price. At the vesting dates determined under the terms of the plan, SABB delivers the underlying allotted shares to the employees, subject to the satisfactory completion of the vesting conditions. The cost of the plans is recognised over the period in which the service condition is fulfilled, ending on the date on which the relevant employees become fully entitled to the shares (‘the vesting date’). The cumulative expense recognised for these plans at each reporting date until the vesting date, reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The Bank has currently two Share Based Equity Plan, under which the grant for the Bonus Deferral Program was made at various dates during 2019, 2020 and 2021 with a maturity period of three years from the respective grant dates and shares vesting is 33%, 33% and 34% for the first, second and third year respectively. As for the LTIP with a maturity of four years of the respective grant date and shares vesting is 30%, 20% and 40%, with remaining as cash rewards. As per the settlement method, the ownership of these shares will pass to the employees at the respective vesting dates, subject to satisfactory completion of the vesting conditions. The movement in the number of shares under Share Based Equity settled Bonus payment plans is as follows: Movement in the number of shares under the Share Based Equity settled Bonus payment plans 2021 1,085,913 )109,698( )485,447( 4,100,543 4,591,311 1 January Forfeited Exercised or expired Granted during the year 31 December 2020 1,462,631 )294,009( )819,241( 736,532 1,085,319 The weighted average price of shares granted during the year was SAR 27.8 (2020: SAR 25.3) Disclosure of details of the treasury stocks held by the Bank and details of uses of these stocks No. of treasury stocks Market value (SAR) Date of holding 4,591,311 151,513,263 31 Dec 2021 Detail of uses The Bank acquires its own shares in connection with the actual grant of shares to the key management in future. Until such time as the beneficial ownership of such shares in the Bank passes to the employees, the unallocated/non-vested shares are treated as treasury shares to be used to fund future employee long-term incentive plans.
103. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Legal entity structure Company name Relationship Ownership interest SABB Insurance Agency Limited1 Subsidiary 100% Arabian Real Estate Company Limited Subsidiary 100% SABB Real Estate Company Limited2 Subsidiary 100% SABB Markets Limited Subsidiary 100% SABB Takaful Subsidiary 65% Alawwal Invest Subsidiary 100% Subsidiary 100% Subsidiary 100% Wataniya Insurance Company3 Associate 20% HSBC Saudi Arabia Associate 49% Saudi Kayan Assets Leasing Company Rabigh Asset Leasing Company1 Special purpose vehicle Special purpose vehicle Yanbu Asset Leasing Company1 Special purpose vehicle Alawwal Real Estate Company Alawwal Insurance Agency Company1 50% 50% 100% Business activity Share capital Country of incorporation Insurance agency for SABB Takaful SAR 500,000 Saudi Arabia SAR 1,000,000 Saudi Arabia SAR 500,000 Saudi Arabia USD 50,000 Cayman Island SAR 340,000,000 Saudi Arabia SAR 400,000,000 Saudi Arabia SAR 500,000 Saudi Arabia SAR 500,000 Saudi Arabia SAR 200,000,000 Saudi Arabia SAR 500,000,000 Saudi Arabia SAR 500,000 Saudi Arabia SAR 500,000 Saudi Arabia SAR 500,000 Saudi Arabia Engaged in the purchase, sale and lease of land and real estate for investment purposes Registration of real estate and to hold and manage collateral on behalf of SABB Engaged in derivatives trading and repo activities Engaged in Shariah compliant insurance activities and offer family and general Takaful products Engaged in investment services and asset management activities Registration of real estate assets under its name on behalf of SABB Insurance agency Engaged in Shariah compliant insurance activities and offer family and general Takaful products Engaged in investment banking, advisory services and asset management activities SABB has participated in the three structured entities for the purpose of affecting syndicated loan transactions in the Kingdom of Saudi Arabia and securing collateral rights over specific assets of the borrowers of those facilities under Islamic financing structures Note: The Bank assures there is no debt securities in issue for any of these subsidiaries. 1 The Company’s under process for closure. 2 Company was closed in 2021 3 SABB sold its entire stake in Wataniya to the Private Wealth Investment Holding Co 103
104. Appointment of external auditors The Extra Ordinary General Meeting of the Bank held on 31 March 2021 , endorsed the selection of both Price Waterhouse Cooper PWC & KPMG Professional Services as External Auditors to audit the Bank’s Consolidated Financial Statements and review Quarterly Interim Condensed Financial Statements as of the year ended 31 December 2021, in line with recommendations of AUCOM. Accounting standards The consolidated financial statements as of and for the year ended 31 December 2021 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as endorsed in KSA and other standards and pronouncements issued by the Saudi Organization for Chartered and Professional Accountants (‘SOCPA’); and are in compliance with the provisions of the Banking Control Law, the Regulations for Companies in KSA, and the Bank’s bylaws.
105. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Debt securities in issue and other borrowings In line with the Bank’s continued efforts to enhance its capital adequacy position, diversification of sources of funds and reducing its asset-liability maturity mismatch, the Bank has issued the following debt securities: SAR ‘000s 5,000 million 10-year subordinated Sukuk due July 2030 31 Dec 2021 31 Dec 2020 Change 5,000,000 5,000,000 - The Sukuk was issued by SABB on 2 July 2020 and matures in July 2030. This is a Basel III compliant issuance, whereby the Bank has an option to repay the Sukuk after five years, subject to prior approval of the Saudi Central Bank and the terms and conditions of the agreement. The Sukuk carries an effective special commission income rate at 6 months SAIBOR plus 195 bps payable semi-annually. The Sukuk is unsecured and is registered on Tadawul. Syndicated borrowing There are currently no outstanding syndicated loans. 105
106. Statutory payments Statutory payments payable by the Bank during 2021 consist of Zakat payable by Saudi Shareholders , tax payable by foreign partners, and the amounts payable to the General Organisation for Social Insurance (GOSI). SAR ‘000s Zakat Settlement paid to ZATCA pertaining to previous fiscal years up to 2021 Advance Tax paid to ZATCA pertaining to the year 2021 )320,407( )64,021( Corporate Income Tax paid to ZATCA pertaining to the year 2021 )128,041( Zakat paid to ZATCA pertaining to the year 2021 )119,696( GOSI payments )213,597( Withholding tax )59,590( Other payments )14,145(
107. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE Penalties The table below includes penalties imposed by SAMA on SABB during 2021 and 2020: 2021 2020 Number of penalties Fine (SAR) Number of penalties Fine (SAR) Violation of the SAMA’s supervisory instructions 13 1,256,500 19 1,858,000 Violation of the SAMA’s instructions for customer protection 2 3,168,800 3 10,890,400 15 4,425,300 22 12,748,400 Subject of violation Total Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the SAMA regulations. 107
108. Penalties (continued) Penalties imposed by other regulatory authorities Reason for penalty Delay in providing information to ZATCA Registration in GOSI System unavailability Non-conformity with municipality requirements Non-conformity with Civil Defense requirements Authority ZATCA GOSI SADAD Municipalities Civil Defense Non-payment of Zakat ZATCA to ZATCA Non-payment of VAT to ZATCA ZATCA Delay in reporting information to ZATCA ZATCA Licensing Economic Cities and Special Zones Authority (ECZA) Non-conformity with Civil Defense requirements Delay in reporting of information to ZATCA Total Civil Defense ZATCA Amount (SAR) Measures undertaken to remedy and avoid the penalties imposed 20,000 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 500 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 12,403 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 288,000 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 64,000 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 2,121 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 4,433,315 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 3,877 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 5,000 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 6,000 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 9,606 Various corrective and preventative measures have been taken with respect to changes in processes, policies and procedures to avoid such violations and ensure compliance with the pertinent regulations. 4,844,822
109. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE 109
110. FINANCIAL STATEMENTS 112 Independent auditors ’ report 120 Consolidated statement of financial position 121 Consolidated statement of income 122 Consolidated statement of comprehensive income 123 Consolidated statement of changes in equity 124 Consolidated statement of changes of cash flows 125 Notes to the consolidated financial statements
111. 111
112.     KPMG Professional Services   Riyadh Front, Airport Road P.O. Box 92876 Riyadh 11663 Kingdom of Saudi Arabia   Independent Auditors’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) Report on the audit of the consolidated financial statements Opinion We have audited the consolidated financial statements of The Saudi British Bank (A Saudi Joint Stock Company) (“SABB” or “the Bank”) and its subsidiaries (collectively referred to as “the Group”), which comprise the consolidated statement of financial position as at 31 December 2021, and the consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, which include significant accounting policies and other explanatory information. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2021, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as endorsed in the Kingdom of Saudi Arabia and other standards and pronouncements as endorsed by the Saudi Organization for Chartered and Professional Accountants (“SOCPA”) (collectively referred to as “IFRS as endorsed in KSA”). Basis for opinion We conducted our audit in accordance with the International Standards on Auditing that are endorsed in the Kingdom of Saudi Arabia. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the professional code of conduct and ethics that are endorsed in the Kingdom of Saudi Arabia that are relevant to our audit of the consolidated financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the current year. These matters were 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 these matters. For each matter below, a description of how our audit addressed the matter is provided in that context.   PricewaterhouseCoopers, License No. 25, Kingdom Tower, P.O. Box 8282, Riyadh 11482, Kingdom of Saudi Arabia T: +966 (11) 211-0400, F: +966 (11) 211-0401, www.pwc.com/middle-east   S A B B | Annual Report 20 21 KPMG Professional Services (Professional Closed Joint Stock Company) Paid-up capital SR 25,000,000 C.R. No. 1010425494 Headquarters in Riyadh
113. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS Independent Auditors’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Key audit matters (continued) Key audit matter How our audit addressed the key audit matter Carrying value of goodwill As at 31 December 2021, the Group has a goodwill carrying value of SAR 8.78 billion (2020: SAR 8.78 billion). Management has conducted a goodwill impairment test as at 31 December 2021. • • We considered the impairment assessment of goodwill as key audit matter because it involves determination of value in use (“VIU”). The VIU calculations are based on future forecasts, which are inherently uncertain, require significant judgment and are subject to the risk of management bias. Aside from profit forecasts, other significant judgments included in the VIU are discount rates and macroeconomic assumptions such as long-term growth rates. Consequently, there is a risk that if the judgments and assumptions underpinning the impairment assessments are inappropriate, then the goodwill balance may be misstated. • • • Refer to the summary of significant accounting policies note 2K for impairment policy for goodwill; and note 9 which contains the disclosure of goodwill and the impairment testing of goodwill. • • We obtained an understanding of management’s processes for impairment assessment and evaluated the design and implementation of controls. We assessed whether the segmentation of the cash generating units (“CGUs”) reflects our understanding of the business and how it operates. We reviewed the strategic/operating plan as approved by the Board of Directors, and ensured that forecast information used in the goodwill impairment assessment conducted by management was consistent with this plan. We involved our specialists and assessed the reasonableness of the VIU calculations and the underlying assumptions, including cash flow projections and discount rates used. We reviewed the sensitivity of the results of the VIU model to the various key assumptions, such as long term growth rate and discount rate, within a reasonably possible range. We performed cross-checks against other relevant market information. We assessed the adequacy of disclosures in the consolidated financial statements. 2 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 113
114. Independent Auditors ’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Key audit matters (continued) Key audit matter How our audit addressed the key audit matter Expected credit loss allowance against loans and advances As at 31 December 2021, the gross loans and advances of the Group were SAR 174.26 billion (2020: SAR 160.42 billion) against which an expected credit loss (“ECL”) allowance of SAR 6.70 billion (2020: SAR 7.17 billion) was maintained. We considered this as a key audit matter, as the determination of ECL involves significant estimation and management judgment and this has a material impact on the consolidated financial statements of the Group. Furthermore, the COVID-19 pandemic continues to pose challenges to businesss, thus increasing the levels of judgment and uncertainty needed to determine the ECL under the requirements of IFRS 9 – Financial Instruments (“IFRS 9”). The key areas of judgement include: 1. Categorisation of loans into Stages 1, 2 and 3 based on the identification of: (a) exposures with a significant increase in credit risk (“SICR”) since their origination; and (b) individually impaired / defaulted exposures. The Group has applied additional judgments to identify and estimate the likelihood of borrowers that may have experienced SICR notwithstanding the government support programs that resulted in deferral of instalments to certain counterparties. These deferrals were not deemed to have triggered SICR by themselves in isolation of other factors. 2. Assumptions used in the ECL model for determining probability of default (“PD”), loss given default (“LGD”) and exposure at default (“EAD”) including, but not limited to, assessment of financial condition of the counterparty; expected future cash flows; and developing and incorporating forward looking assumptions, macroeconomic factors and the associated scenarios and expected probability weightages. 3 S A B B | Annual Report 20 21 • We obtained and updated our understanding of management’s assessment of the ECL allowance against loans and advances, including the Group’s internal rating model, accounting policy and model methodology, considering any key changes made during the year. • We compared the Group’s accounting policy for ECL allowance and the ECL methodology with the requirements of IFRS 9. • We assessed the design and implementation, and tested the operating effectiveness, of the key controls (including relevant IT general and application controls) over: o the ECL model (including governance over the model; its validation during the year; any model updates performed during the year; and approval of the key inputs, assumptions and post model overlays, if any); o the classification of loans and advances into Stages 1, 2 and 3 and timely identification of SICR and the determination of default / individually impaired exposures; o the IT systems and applications supporting the ECL model; and o the data inputs into the ECL model. • For a sample of customers, we assessed: o the internal ratings determined by management based on the Group’s internal rating model, and considered these assigned ratings in light of external market conditions and available industry information, in particular with reference to the continued impacts of the COVID-19 pandemic, and also assessed that these were consistent with the ratings used as inputs in the ECL model;
115. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS Independent Auditors’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Key audit matters (continued) Key audit matter How our audit addressed the key audit matter Expected credit loss allowance against loans and advances (continued) o management’s computations for ECL; and o for selected loans, we assessed management’s 3. The need to apply post model overlays using expert credit judgment to reflect all relevant risk factors, especially relating to the ongoing COVID-19 pandemic, that might not have been captured by the ECL model. • The application of these judgments and estimates, particularly in the context of the COVID-19 pandemic, continues to result in heightened estimation uncertainty and the associated audit risk around ECL calculation as at 31 December 2021. Refer to the significant accounting policy note 2B(v) for the impairment of financial assets; note 1.1(f) which contains the disclosure of critical accounting judgments, estimates and assumptions relating to impairment losses on financial assets and the impairment assessment methodology used by the Group; note 6 which contains the disclosure of impairment against loans and advances; note 30(ii) for details of credit quality analysis and key assumptions and factors considered in the determination of ECL; and note 37 for impact of the COVID-19 pandemic on ECL. • • • • • asessment of recoverable cash flows, including the impact of collateral, and other sources of repayment, if any. We assessed the appropriateness of the Group’s criteria for the determination of SICR and identification of “default” or “individually impaired” exposures; and their classification into stages. Furthermore, for a sample of exposures, we assessed the appropriateness of the corresponding staging classification, with specific focus on customers operating in sectors most affected by the COVID-19 pandemic, particularly those that continue to be eligible for deferral of instalments under government support programs based on the relevant Saudi Central Bank (“SAMA”) circulars setting out the definition criteria as at 31 December 2021. We assessed the governance process implemented and the qualitative factors considered by the Group when applying any overlays or making any adjustment to the output from the ECL model, due to data or model limitations or otherwise. We assessed the reasonableness of the underlying assumptions used by the Group in the ECL model, including forward looking assumptions, keeping in view the uncertainty and volatility in economic scenarios due to the COVID-19 pandemic. We tested the completeness and accuracy of data supporting the ECL calculations as at 31 December 2021. Where required, we involved our specialists to assist us in reviewing model calculations, evaluating interrelated inputs and assessing the reasonableness of assumptions used in the ECL model, particularly around macroeconomic variables, forecasted macroeconomic scenarios and probability weights. We assessed the adequacy of disclosures in the consolidated financial statements. 4 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 115
116. Independent Auditors ’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Key audit matters (continued) Key audit matter How our audit addressed the key audit matter Valuation of derivative financial instruments The Group has entered into various derivative transactions, including special commission rate and currency swaps (“swaps”); forward foreign exchange contracts (“forwards”); currency, special commission rate and equity options (“options”); and other derivative contracts. Swaps, forwards, options and other derivative contracts include over-the-counter (“OTC”) derivatives, and the valuation of these contracts is subjective as it takes into account a number of assumptions and model calibrations. The majority of these derivatives are held for trading. However, the Group utilises certain derivatives for hedge accounting purposes in the consolidated financial statements for hedging cash flows or fair value risks. An inappropriate valuation of derivatives could have a material impact on the consolidated financial statements and, in case of hedge ineffectiveness, impact the hedge accounting as well. We considered this as a key audit matter, as there is complexity and subjectivity involved in determining the valuation in general and, in certain cases, due to the use of complex modelling techniques. As at 31 December 2021, the positive and negative fair values of derivatives held by the Group amounted to SAR 1.11 billion (2020: SAR 1.96 billion) and SAR 1.51 billion (2020: SAR 2.82 billion) respectively. Refer to the basis of preparation note 1.1f(ii) to the consolidated financial statements which sets out the critical accounting judgements, estimates and assumputions regarding fair value measurement; the significant accounting policies note 2.D for the accounting policy relating to derivative financial instruments and hedge accounting; and note 11 which discloses the derivative positions as at the reporting date. 5 S A B B | Annual Report 20 21 • We assessed the design and implementation, and tested the operating effectiveness, of the key controls over management’s process for valuation of derivatives and hedge accounting, including the testing of relevant automated controls covering the fair valuation process for derivatives. • We selected a sample of derivatives and: o We tested the accuracy of the particulars of derivatives by comparing the terms and conditions with relevant agreements and deal confirmations; o We assessed the appropriateness of the key inputs to the derivative valuation models; o We involved our specialists to assist us to perform independent valuations of the derivatives and compared the result with management's valuation; and o We assessed the hedge effectiveness performed by the Group and corroborated the related hedge accounting. • We assessed the adequacy of disclosures around the valuation basis and inputs used in the fair value measurement as detailed in the consolidated financial statements.
117. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS Independent Auditors’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Other information included in the Group’s 2021 Annual Report The Board of Directors of the Bank (“the Directors”) are responsible for the other information. Other information consists of the information included in the Group’s 2021 annual report, other than the consolidated financial statements and our auditors’ report thereon. The annual report is expected to be made available to us after the date of this auditors’ report. Our opinion on the consolidated financial statements does not cover the other information, and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available 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. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance (i.e. the Directors). 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 the IFRS as endorsed in KSA; the applicable requirements of the Regulations for Companies, the Banking Control Law in the Kingdom of Saudi Arabia and the Bank’s By-Laws; 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. Auditors’ responsibilities for the Audit of the Consolidated financial statements Our 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing that are endorsed in the Kingdom of Saudi Arabia 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. 6 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 117
118. Independent Auditors ’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Auditors’ responsibilities for the Audit of the Consolidated Financial Statements (continued) As part of an audit in accordance with International Standards on Auditing that are endorsed in the Kingdom of Saudi Arabia, we exercise professional judgement and maintain professional skepticism 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 auditors’ 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 auditors’ 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 those charged with governance regarding, amongst 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 those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them regarding all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards. 7 S A B B | Annual Report 20 21
119. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS Independent Auditors’ Report on the Audit of the Consolidated Financial Statements to the Shareholders of The Saudi British Bank (A Saudi Joint Stock Company) (continued) Report on the audit of the consolidated financial statements (continued) Auditors’ responsibilities for the Audit of the Consolidated Financial Statements (continued) From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended 31 December 2021, and are therefore the key audit matters. We describe these matters in our auditors’ 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 requirements Based on the information that has been made available to us, nothing has come to our attention that causes us to believe that the Bank was not in compliance, in all material respects, with the applicable requirements of the Regulations for Companies, the Banking Control Law in the Kingdom of Saudi Arabia and the Bank’s ByLaws in so far as they affect the preparation and presentation of the consolidated financial statements for the year ended 31 December 2021. PricewaterhouseCoopers KPMG Professional Services Bader I. Benmohareb Certified Public Accountant License Number 471 Dr. Abdullah Hamad Al Fozan Certified Public Accountant License Number 348 (20 Rajab 1443) (21 February 2022) 8 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 119
120. The Saudi British Bank Consolidated statement of financial position As on 31 December Notes 2021 SAR ’000 2020 SAR’000 (Restated) 3 14,909,404 36,449,415 ASSETS Cash and balances with SAMA Due from banks and other financial institutions, net 4 5,993,175 5,105,498 11 1,109,845 1,961,306 Investments, net 5 64,903,698 60,831,007 Loans and advances, net 6 167,556,478 153,243,078 Positive fair value of derivatives, net Investment in associates 7 583,359 619,232 10 3,353,086 4,090,172 Property, equipment and right of use assets, net 8 3,246,167 3,169,427 Goodwill and other intangibles 9 10,740,811 10,982,536 272,396,023 276,451,671 Other assets Total assets LIABILITIES AND EQUITY Liabilities Due to banks and other financial institutions 12 14,663,666 17,620,956 Customers’ deposits 13 186,760,612 189,110,140 Negative fair value of derivatives, net 11 1,514,592 2,819,086 Debt securities in issue 14 5,061,533 5,066,610 Other liabilities 15 Total liabilities 11,367,103 11,073,139 219,367,506 225,689,931 20,547,945 20,547,945 8,524,882 17,586,986 20,547,945 11,485,841 Equity Equity attributable to equity holders of the Bank Share capital 16 Share premium Statutory reserve 17 Other reserves 18 Retained earnings Total equity attributable to equity holders of the Bank Non-controlling interest Total equity Total liabilities and equity The accompanying notes 1 to 39 form an integral part of these consolidated financial statements. S A B B | Annual Report 20 21 )29,939( 324,937 3,335,498 711,063 52,926,331 50,656,772 102,186 104,968 53,028,517 50,761,740 272,396,023 276,451,671
121. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Consolidated statement of income For the year ended 31 December Notes 2021 SAR’000 2020 SAR’000 (Restated) Special commission income 21 6,387,382 7,811,575 Special commission expense 21 )661,450( )938,869( Net special commission income 5,725,932 6,872,706 Fee and commission income 22 2,448,995 2,113,908 Fee and commission expense 22 )1,259,285( )830,757( 1,189,710 1,283,151 602,516 519,442 163,177 158,205 14,828 25,284 62,815 31,200 Gains on non-FVSI financial instruments 81,132 - Other operating income / (losses), net 97,932 )12,022( Net fee and commission income Exchange income, net Income from FVSI financial instruments 23 Dividend income Gains on FVOCI debt instruments, net 18 Total operating income Provision for expected credit losses, net Goodwill impairment 7,938,042 8,877,966 30(a) )453,743( )1,630,931( 9 - )7,417,776( 24 )1,760,091( )1,846,897( )62,141( )58,221( )622,404( )677,658( )1,268,366( )1,630,006( )3,713,002( )4,212,782( 3,771,297 )4,383,523( 131,429 81,936 Operating expenses: Salaries and employee related expenses Rent and premises related expenses Depreciation and amortization 8,9 General and administrative expenses Total operating expenses Income / (loss) from operating activities Share in earnings of associates 7 Net income / (loss) for the year before Zakat and income tax 3,902,726 )4,301,587( Provision for Zakat and income tax - Current 26 )606,323( )222,325( (Provision) / reversal for income tax - Deferred 26 )94,758( 356,316 3,201,645 )4,167,596( 3,204,427 )4,155,392( )2,782( )12,204( 3,201,645 )4,167,596( 1.56 )2.02( Net income / (loss) for the year after Zakat and income tax Attributable to: Equity holders of the Bank Non-controlling interest 19 Net income / (loss) for the year after Zakat and income tax Basic and diluted earnings / (losses) per share (in SAR) 25 The accompanying notes 1 to 39 form an integral part of these consolidated financial statements. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 121
122. The Saudi British Bank Consolidated statement of comprehensive income For the year ended 31 December Notes Net income / (loss) for the year after Zakat and income tax 2021 SAR’ 000 2020 SAR’ 000 (Restated) 3,201,645 )4,167,596( Other comprehensive income for the year Items that will not be reclassified to consolidated statement of income in subsequent periods Net changes in fair value (FVOCI equity instruments) 18 368,819 )69,349( Re-measurement of defined benefit liability 28 5,525 )16,160( Net changes in fair value 18 )39,050( 157,710 Transfer to consolidated statement of income, net 18 )62,815( )31,200( Net changes in fair value 18 7,940 )4,964( Transfer to consolidated statement of income, net 18 )18,793( )1,867( 261,626 34,170 3,463,271 )4,133,426( 3,466,053 )4,121,222( )2,782( )12,204( 3,463,271 )4,133,426( Items that will be reclassified to consolidated statement of income in subsequent periods Debt instrument at FVOCI: Cash flow hedges: Total other comprehensive income for the year Total comprehensive income / (loss) for the year Attributable to: Equity holders of the Bank Non-controlling interest Total The accompanying notes 1 to 39 form an integral part of these consolidated financial statements. S A B B | Annual Report 20 21
123. - Balance at the end of the year - 20 ,547,945 - Balance at the end of the year - 2019 final dividend, net of Zakat and income tax - - - Employee share plan reserve retained earnings 18 18 Transfer to consolidated statement of income Transfer of gain on disposal of equity instruments at FVOCI to 18 18 Net changes in fair value of FVOCI equity instruments Net changes in fair value of FVOCI debt instruments 28 Re-measurement of defined benefit liability - - 18 Net loss for the year after Zakat and income tax 20,547,945 - 20,547,945 20,547,945 Net changes in fair value of cash flow hedges Total comprehensive income for the year Restated balance as at 1 January 2020 Effect of restatements Balance at the beginning of the year as reported – restated 2020 19 - 17 16 Transfer to statutory reserve 2021 interim dividend, net of Zakat and income tax - - retained earnings 18 Transfer of gain on disposal of equity instruments at FVOCI to - 17,586,986 - - - - - - - - - 17,586,986 - 17,586,986 8,524,882 - )9,062,104( - - - Purchase of treasury shares Employee share plan reserve - 18 Transfer to consolidated statement of income - - - - 17,586,986 - 17,586,986 Share premium SAR’000 - 18 18 Net changes in fair value of FVOCI equity instruments Net changes in fair value of FVOCI debt instruments 28 Re-measurement of defined benefit liability - - 18 20,547,945 - 20,547,945 Net income / (loss) for the year after Zakat and income tax 19 Net changes in fair value of cash flow hedges Total comprehensive income for the year Restated balance as at 1 January 2021 Effect of restatements Balance at the beginning of the year as reported 2021 Notes Share capital SAR‘000 11,485,841 - - - - - - - - - 11,485,841 - 11,485,841 20,547,945 - 9,062,104 - - - - - - - - - 11,485,841 - 11,485,841 Statutory reserve SAR‘000 - 324,937 - 56,963 711,063 )11,534( - 3,625 )4,155,392( 34,170 )3,625( - - - - - )4,155,392( 4,874,364 )26,640( 4,901,004 3,335,498 )1,075,487( - 495,495 - )33,067( 157,710 )69,349( )16,160( )4,964( - 237,429 - 237,429 )29,939( - - )495,495( )6,007( )115,000( 3,204,427 )81,608( - - - - 3,204,427 711,063 )49,891( 760,954 Retained earnings SAR‘000 261,626 )39,050( 368,819 5,525 7,940 - 324,937 - 324,937 Other reserves SAR‘000 - )1,234,454( - - - - - - - - - 1,234,454 - 1,234,454 - - - - - - - - - - - - - - - - Proposed dividends SAR‘000 50,656,772 )1,245,988( 56,963 - )4,121,222( )33,067( 157,710 )69,349( )16,160( )4,964( )4,155,392( 55,967,019 )26,640( 55,993,659 52,926,331 )1,075,487( - - )6,007( )115,000( 3,466,053 )81,608( )39,050( 368,819 5,525 7,940 3,204,427 50,656,772 )49,891( 50,706,663 Total SAR‘000 Attributable to equity holders of the Bank 104,968 - - - )12,204( - - - - - )12,204( 117,172 26,640 90,532 102,186 - - - - - )2,782( - - - - - )2,782( 104,968 49,891 55,077 Noncontrolling interest SAR‘000 50,761,740 )1,245,988( 56,963 - )4,133,426( )33,067( 157,710 )69,349( )16,160( )4,964( )4,167,596( 56,084,191 - 56,084,191 53,028,517 )1,075,487( - - )6,007( )115,000( 3,463,271 )81,608( )39,050( 368,819 5,525 7,940 3,201,645 50,761,740 - 50,761,740 Total Equity SAR‘000 BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Consolidated statement of changes in equity For the year ended 31 December The accompanying notes 1 to 39 form an integral part of these consolidated financial statements. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 123
124. The Saudi British Bank Consolidated statement of cash flows For the year ended 31 December Notes OPERATING ACTIVITIES Net income / (loss) for the year before Zakat and income tax Adjustments to reconcile net income before Zakat and income tax to net cash (used in) / generated from operating activities: Amortisation of premium on investments not held as FVSI investments, net Depreciation and amortization Income from FVSI financial instruments Special commission expense on debt securities in issue Gains on non-FVSI financial instruments Gain on disposal of non-current assets held for sale Income transferred to consolidated statement of income Share in earnings of associates Provision for expected credit losses, net Goodwill impairment 8&9 7 (a) 18 7 30 (a) 9 Employee share plan reserve The accompanying notes 1 to 39 form an integral part of these consolidated financial statements. S A B B | Annual Report 20 21 2020 SAR’000 3,902,726 )4,301,587( 49,297 622,404 142,352 )81,132( )11,760( )81,608( )131,429( 453,743 - 44,328 677,658 )7,102( 96,091 )33,067( )81,936( 1,630,931 7,417,776 )6,007( Change in operating assets: Statutory deposit with SAMA Due from banks and other financial institutions Investments held as FVSI Loans and advances, net Other assets and derivatives Change in operating liabilities: Due to banks and other financial institutions Customers’ deposits Other liabilities and derivatives, net Zakat and income tax paid Net cash (used in) / generated from operating activities INVESTING ACTIVITIES Proceeds from sale and maturity of investments not held as FVSI Purchase of investments not held as FVSI Proceeds from sale of non-current assets held for sale Dividend received from investments in associates Purchase of property, equipment and intangibles Proceeds from disposal of property and equipment Net cash used in investing activities FINANCING ACTIVITIES Special commission paid on debt securities in issue Proceeds from issuance of debt securities in issue, net Payment of lease liabilities Purchase of treasury shares Dividends paid Net cash (used in) / generated from financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Special commission received during the year Special commission paid during the year Supplemental non cash information ROU assets Lease liabilities Net changes in fair value and transfers to consolidated statement of income 2021 SAR’000 26 7 7 27 27 8 15 56,963 4,858,586 5,500,055 )379,873( )133,179( )145,608( )14,684,575( 1,532,465 )741,618( )50,128( )263,641( )2,669,499( )1,592,432( )2,957,290( )2,349,528( )953,159( )15,212,161( )513,343( )15,725,504( 13,968,269 )3,053,307( 2,712,213 13,809,912 )739,708( 13,070,204 9,859,005 )13,419,575( 79,894 99,168 )563,609( 106,190 )3,838,927( 10,742,404 )10,582,837( 122,902 )607,544( 130,490 )194,585( )147,429( )137,362( )115,000( )1,200,924( )1,600,715( )21,165,146( 29,708,694 8,543,548 6,238,983 682,963 )29,233( 3,500,000 )634,629( )1,201,834( 1,634,304 14,509,923 15,198,771 29,708,694 7,815,140 1,183,908 607,260 647,888 261,626 897,633 911,723 34,170
125. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements For the year ended 31 December 1. General 125 21. Net special commission income and expense 182 2. Significant accounting policies 130 22. Net Fees and commission income 183 3. Cash and balances with SAMA 150 23. Income from FVSI financial instruments, net 184 4. Due from banks and other financial institutions, net 150 24. Salaries and employee related expenses 184 5. Investments, net 152 25. Basic and diluted earnings / (losses) per share 186 6. Loans and advances, net 156 26. Zakat and income tax 186 7. Investment in associates 163 27. Cash and cash equivalents 188 8. Property, equipment and right of use assets, net 164 28. Employee benefit obligation 188 9. Goodwill and other intangibles 165 29. Operating segments 189 10. Other assets 167 30. Financial risk management 192 11. Derivatives 168 31. Market risk 201 12. Due to banks and other financial institutions 174 32. Liquidity risk 206 13. Customers’ deposits 174 33. Offsetting of financial liabilities 210 14. Debt securities in issue 175 34. Fair values of financial instruments 210 15. Other liabilities 175 35. Related party transactions 212 16. Share capital 176 36. Capital adequacy 214 17. Statutory reserve 176 37. Impact of Coronavirus (“COVID-) on Expected Credit Losses 215 (“ECL”) and SAMA Programs 18. Other reserves 176 19. Restatement in non-controlling interest 177 38. IBOR Transition (Interest Rate Benchmark Reforms) 216 20. Commitments and contingencies 177 39. Board of Directors’ approval 217 1. General The Saudi British Bank (‘SABB’) is a Saudi joint stock company incorporated in the Kingdom of Saudi Arabia and was established by a Royal Decree No. M/4 dated 12 Safar 1398H (21 January 1978). SABB formally commenced business on 26 Rajab 1398H (1 July 1978) by taking over of the operations of The British Bank of the Middle East in the Kingdom of Saudi Arabia. SABB operates under Commercial Registration No. 1010025779 dated 22 Dhul Qadah 1399H (13 October 1979) as a commercial bank through a network of 108 branches (31 December 2020: 113 branches) in the Kingdom of Saudi Arabia. The address of SABB’s head office is as follows: The Saudi British Bank P.O. Box 9084 Riyadh 11413 Kingdom of Saudi Arabia The objectives of SABB are to provide a range of banking services. SABB also provides Shariah-compliant products, which are approved and supervised by an independent Shari’ah Committee established by SABB. SABB has 100% (31 December 2020: 100%) ownership interest in a subsidiary, SABB Insurance Agency Limited (“SIAL”), a limited liability company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010235187 dated 18 Jumada II 1428H (3 July 2007) (the company is currently under liquidation). SABB holds 98% of its interest in SIAL directly and 2% indirect ownership interest through another subsidiary (“Arabian Real Estate Company Limited”) incorporated in the Kingdom of Saudi Arabia. SIAL’s principal activity is to act as an exclusive insurance agent for SABB Takaful Company (“SABB Takaful”) (also a subsidiary company of SABB) within the Kingdom of Saudi Arabia. SABB has 100% (31 December 2020: 100%) ownership interest in a subsidiary, Arabian Real Estate Company Limited (“ARECO”), a limited liability company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010188350 dated 12 Jumada I 1424H (12 July 2003). SABB holds 99% of its interest in ARECO directly and 1% indirect ownership interest through another subsidiary (”SABB Insurance Agency”) incorporated in the Kingdom of Saudi Arabia. ARECO is engaged in the purchase, sale and lease of land and real estate for investment purposes. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 125
126. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December SABB had 100% (31 December 2020: 100%) ownership interest in a subsidiary, SABB Real Estate Company Limited (“SRECO”), a limited liability company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010428580 dated 12 Safar 1436H (4 December 2014), (the company was liquidated during the year). SABB held 99.8% of its interest in SRECO directly and 0.2% indirect ownership interest through another subsidiary (”Arabian Real Estate Company Limited”) incorporated in the Kingdom of Saudi Arabia. SRECO’s principal activity was the registration of real estate and to hold and manage collateral on behalf of SABB. SABB has 100% (31 December 2020: 100%) directly held ownership interest in a subsidiary, SABB Markets Limited (“SABB Markets”), a limited liability company incorporated in the Cayman Islands under commercial registration No 323083 dated 21 Shaban 1438h (17 May 2017). SABB Markets is engaged in derivatives trading and repo activities. SABB has 65% (31 December 2020: 65%) directly held ownership interest in a subsidiary, SABB Takaful, a joint stock company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010234032 dated 20 Jumada Awal 1428H (6 June 2007). SABB Takaful’s principal activity is to engage in Shariah compliant insurance activities and to offer family and general Takaful products to individuals and corporates in the Kingdom of Saudi Arabia. SABB Takaful announced the signing of a non-binding Memorandum of Understanding with Walaa Cooperative Insurance Company on 14 July 2021 corresponding to 04/12/1442H to evaluate a potential merger between the two companies. SABB Takaful will continue to announce any material developments regarding the proposed merger in accordance with the relevant laws and regulations. SABB has 100% (31 December 2020: 100%) directly held ownership interest in a subsidiary, Alawwal Invest (“AI”), a closed joint stock company incorporated in the Kingdom of Saudi Arabia under commercial registration No.1010242378 dated 30 Dhul Hijjah 1428H (9 January 2008). Alawwal Invest was formed and licensed as a capital market institution in accordance with the CMA’s Resolution No. 1 39 2007. Alawwal Invest’s principal activity is to engage in securities activities regulated by the CMA related to dealing, managing, arranging, advising, and taking custody of securities.   SABB has 100% (31 December 2020: 100%) directly held ownership interest in a subsidiary, Alawwal Real Estate Company (“AREC”), a limited liability company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010250772 dated 21 Jumada I 1429H (26 May 2008). AREC’s principal activity is the registration of real estate assets under its name which are received by the Bank from its borrowers as collaterals and to hold and manage collateral on behalf of SABB. SABB has 100% (31 December 2020: 100%) directly held ownership interest in a subsidiary, Alawwal Insurance Agency Company (“AIAC”), a limited liability company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010300250 dated 29 Muharram 1432H (4 January 2011). AIAC’s principal activity is to act as an insurance agent for Wataniya Insurance Company (WIC), to sell its insurance products (the company is currently under liquidation). SABB has 49% (31 December 2020: 49%) directly held ownership interest in HSBC Saudi Arabia an associate, a closed joint stock company incorporated in the Kingdom of Saudi Arabia under commercial registration No. 1010221555 dated 27 Jumada Al-Akhirah 1427H (23 July 2006). HSBC Saudi Arabia was formed and licensed as a capital market institution in accordance with the Resolution No. 37-05008 of the CMA dated 05/12/1426H corresponding to 05/01/2006G. HSBC Saudi Arabia’s principal activity is to engage in the full range of securities activities regulated by the CMA related to dealing, managing, arranging, advising, and taking custody of securities. HSBC Saudi Arabia is an associate of SABB with HSBC Asia Holdings B.V. a related party and shareholder in SABB. The main activities of HSBC Saudi Arabia are to provide a full range of investment banking services including investment banking advisory, brokerage, debt, and project finance. It also manages mutual funds and discretionary portfolios. SABB has a 0% (31 December 2020: 20%) directly held ownership interest in an associate, Wataniya Insurance Company (“WIC”), a joint stock company incorporated in the Kingdom of Saudi Arabia formed pursuant to Royal Decree No. M/53 dated Shawwal 21, 1430H (10 October 2009). During third quarter 2021, WIC was re-classified from an associate to an asset classified as held for sale after SABB announced its strategic direction to dispose of its share in WIC. During the fourth quarter 2021, SABB disposed of its entire ownership in WIC. WIC’s principal activity was to engage in Shariah compliant insurance activities and to offer family and general Takaful products to individuals and corporates in the Kingdom of Saudi Arabia. S A B B | Annual Report 20 21
127. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December SABB has participated in the following three structured entities for the purpose of effecting syndicated loan transactions in the Kingdom of Saudi Arabia and securing collateral rights over specific assets of the borrowers of those facilities under Islamic financing structures. These entities have no other business operations. • Saudi Kayan Assets Leasing Company. • Rabigh Asset Leasing Company. • Yanbu Asset Leasing Company. SABB directly owns a 50% (31 December 2020: 50%) share in Saudi Kayan Assets Leasing Company and Rabigh Asset Leasing Company (The Company is currently under liquidation) and directly owns a 100% (31 December 2020: 100%) share in Yanbu Asset Leasing Company (the company is currently under liquidation) as a result of SABB’s merger with Alawwal Bank (AAB) in June 2019. SABB does not consolidate these entities as it does not have the right to variable returns from its involvement with the entities or ability to affect those returns through its power over the entities excluding Yanbu Asset Leasing Company. The related underlying funding to the relevant borrowers is recorded on SABB’s consolidated statement of financial position. 1.1. Basis of preparation a) Statement of compliance The consolidated financial statements of the Bank have been prepared: • in accordance with International Financial Reporting Standards (IFRS) as endorsed in the Kingdom of Saudi Arabia and other standards and pronouncements issued by the Saudi Organisation for Chartered and Professional Accountants (‘SOCPA’); and • in compliance with the provisions of Banking Control Law, the Regulations for Companies in the Kingdom of Saudi Arabia, and By-laws of the Bank. b) Basis of measurement These consolidated financial statements have been prepared under the historical cost convention except for the measurement at fair value of derivatives, financial instruments held at fair value through statement of income (FVSI), FVOCI investments and employee benefits which are stated at present value of their obligation. In addition, assets and liabilities that are hedged in a fair value hedging relationship are carried at fair value to the extent of the risks that are being hedged. c) Functional and presentation currency These consolidated financial statements are expressed in Saudi Arabian Riyals (SAR), which is the functional currency of SABB, and are rounded off to the nearest thousands, except where otherwise indicated. d) Presentation of consolidated financial statements The Bank presents its consolidated statement of financial position in order of liquidity. An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date (non– current) is presented in note 32(b). e) Basis of consolidation These consolidated financial statements comprise the financial statements of SABB and its subsidiaries (as mentioned in note 1 collectively referred to as ‘the Group’). The financial statements of the subsidiaries are prepared for the same reporting year as that of SABB, using consistent accounting policies, except for SABB Takaful and certain immaterial subsidiaries where the latest interim reviewed financial statements or latest annual audited financial statements, respectively have been used for consolidation purpose to meet the Group reporting timetable. Subsidiaries are entities which are directly or indirectly controlled by SABB. SABB controls an entity (the ‘investee’) over which it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are consolidated from the date on which control is transferred to SABB and cease to be consolidated from the date on which the control is transferred from SABB. Intra-group transactions and balances have been eliminated upon consolidation. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 127
128. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December f) Critical accounting judgements and estimates The preparation of consolidated financial statements in conformity with IFRS as endorsed in the Kingdom of Saudi Arabia and other standards and pronouncements endorsed by SOCPA requires the use of certain critical accounting judgements, estimates, and assumptions that affect the reported amounts of assets and liabilities. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Such estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including obtaining professional advice and expectations of future events that are believed to be reasonable under the circumstances. Significant areas where management has used estimates, assumptions or exercised judgements are as follows: i. Expected credit losses (“ECL”) on financial assets and loan commitments and financial guarantee contracts ECL methodology The measurement of impairment losses under IFRS 9 on the applicable categories of financial assets and loan commitments and financial guarantee contracts requires judgement, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances. The Group’s ECL calculations are outputs of complex models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting judgements and estimates include: • the Group’s internal credit grading model, which assigns Probability of Default (PDs) to the individual grades; • the Group’s criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets should be measured on a Lifetime ECL basis and the qualitative assessment; • the segmentation of financial assets when their ECL is assessed on a collective basis; • development of ECL models, including the various formulas and the choice of inputs; • determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels and collateral values, and the effect on PDs, Exposure at Default (EADs) and Loss Given Default (LGDs); and • selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL models. Collateral and other credit enhancements held The Group’s practice is to lend on the basis of customers’ ability to meet their obligations out of cash flow resources rather than rely on the value of security offered. Depending on a customer’s standing and the type of product, facilities may be provided without security. For other lending, a charge over collateral is obtained and considered in determining the credit decision and pricing. In the event of default, the Group may utilise the collateral as a source of repayment. Depending on its form, collateral can have a significant financial effect in mitigating our exposure to credit risk. Additionally, risk may be managed by employing other types of collateral and credit risk enhancements such as second charges, other liens, and unsupported guarantees, but the valuation of such mitigants is less certain and their financial effect has not been quantified. ii. Fair value measurement The Group measures financial instruments, such as investments and derivatives, at fair value at each reporting date. Also, fair values of financial instruments measured at amortised cost are disclosed in Note 34 to these consolidated financial statements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: S A B B | Annual Report 20 21
129. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • in the principal market for the asset or liability; or • in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than quoted prices included in level 1 that are observable 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 in which all significant inputs are directly or indirectly observable from market data. • Level 3 — Inputs that are unobservable. This category include all instruments for which the valuation technique include inputs that are not observable 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 for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments. For assets and liabilities that are recognised in these consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. iii. Impairment of goodwill For impairment testing, goodwill acquired through business combination is allocated to the cash generating units (CGUs) Retail Banking & Wealth Management (RBWM), Corporate & Institutional Banking (CIB), and Treasury, which are also operating and reportable segments. The impairment test is performed by comparing the estimated recoverable amount of the Group’s CGUs that carry goodwill, as determined through a Value-In-Use (VIU) model, with the carrying amount of net assets of each CGU. Refer to note 9 for key assumption used for VIU calculation. iv. Impairment of debt investments (refer to note 2B (v)) v. Classification of investments at amortised cost (refer to note 2B (i)) vi. Determination of control over investees The control indicators set out in note 1.1 (e) are subject to management’s judgements. vii. Depreciation and amortisation (refer to note 2J and 2K) viii. Defined benefit plan (refer to note 2P) D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 129
130. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December ix. Provisions for liabilities and charges (refer to note 2M) The Group receives legal claims against it in the normal course of business. Management has made judgements as to the likelihood of any claim succeeding in making provisions. The time of concluding legal claims is uncertain, as is the amount of possible outflow of economic benefits. Timing and cost ultimately depend on the due process being followed as per law. g) Going concern The Group’s management has made an assessment of the Group’s ability to continue as a going concern and is satisfied that the Group has the resources to continue in business for the foreseeable future. Furthermore, the management is not aware of any material uncertainties that may cast significant doubt upon the Group’s ability to continue as a going concern. Therefore, the consolidated financial statements continue to be prepared on the going concern basis.   2. Significant accounting policies A. Changes in accounting policies The accounting policies used in the preparation of these consolidated financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2020. Based on the adoption of new standards and in consideration of the current economic environment, the following accounting policies are applicable effective 1 January, 2021 replacing, amending, or adding to the corresponding accounting policies set out in 2020 annual consolidated financial statements. New standards, interpretations and amendments adopted by the Group The following standard, interpretation or amendment are effective from the current year and are adopted by the Group, however, these do not have any impact on the consolidated financial statements of the year, unless otherwise stated below; Standard, interpretation, amendments Description Effective date Amendments to IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 The Phase 2 amendments address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The Phase 2 amendments provide additional temporary reliefs from applying Annual periods beginning on or after specific IAS 39 and IFRS 9 hedge accounting requirements to 1 January 2021 hedging relationships directly affected by IBOR reform Whilst adoption is not mandatory for September 2021 year ends, earlier application is permitted. Please also refer note 38 to these consolidated financial statements. Amendment to IFRS 16, ‘Leases’ – COVID-19 related rent concessions Extension of the practical expedient As a result of the coronavirus (COVID-19) pandemic, rent concessions have been granted to lessees. In May 2020, the IASB published an amendment to IFRS 16 that provided an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification. On 31 March 2021, the IASB published an additional amendment to extend the date of the practical expedient from 30 June 2021 to 30 June 2022. Lessees can select to account for such rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concession as variable lease payments in the period(s) in which the event or condition that triggers the reduced payment occurs. S A B B | Annual Report 20 21 Annual periods beginning on or after 1 June 2020
131. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The Group has early adopted the below standards, interpretation or amendment that has been issued but is not yet effective and do not have a significant impact on the consolidated financial statements of the Group. Standard, interpretation, amendments Amendment to IFRS 16, ‘Leases’ – COVID-19 related rent concessions Extension of the practical expedient Amendment to IAS 12deferred tax related to assets and liabilities arising from a single transaction Description Effective date As a result of the coronavirus (COVID-19) pandemic, rent concessions have been granted to lessees. In May 2020, the IASB published an amendment to IFRS 16 that provided an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification. On 31 March 2021, the IASB published an additional amendment to extend the date of the practical expedient from 30 June 2021 to 30 June 2022. Lessees can select to account for such rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concession as variable lease payments in the period(s) in which the event or condition that triggers the reduced payment occurs. These amendments require companies to recognise deferred tax on transactions that, on initial recognition give rise to equal amounts of taxable and deductible temporary differences. Annual periods beginning on or after 1 April 2021 Annual periods beginning on or after 1 January 2023. Accounting standards issued but not yet effective The International Accounting Standard Board (IASB) has issued following accounting standards, amendments, which were effective from periods on or after 1 January 2022. The Group did not opt for early adoption of these pronouncements and does not expect to have a significant impact on the consolidated financial statements of the Group. Standard, interpretation, amendments Description Effective date Amendments to IFRS 3, ‘Business combinations’ update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 37 and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16 Amendments to IAS 16, ‘Property, plant and equipment’ prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in statement of income. Amendments to IAS 37, ‘Provisions, contingent liabilities and contingent assets’ specify which costs a company includes when assessing whether a contract will be loss-making. Annual periods beginning on or after 1 January 2022. Annual improvements make minor amendments to IFRS 1, ‘First-time Adoption of IFRS’, IFRS 9, ‘Financial instruments’, IAS 41, ‘Agriculture’ and the Illustrative Examples accompanying IFRS 16, ‘Leases’. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 131
132. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Standard, interpretation, amendments Description Effective date These narrow-scope amendments to IAS 1, ‘Presentation of financial statements’, clarify that liabilities are classified as either current or noncurrent, depending on the rights that exist at the end of the reporting period. Amendments to IAS 1, Presentation of financial statements’, on classification of liabilities Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. Deferred until accounting periods starting not earlier than 1 January 2024 Note that the IASB has issued a new exposure draft proposing changes to this amendment. Narrow scope amendments to IAS 1, Practice statement 2 and IAS 8 The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. Annual periods beginning on or after 1 January 2023 IFRS 17, ‘Insurance contracts’, as amended in June 2020 This standard replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features. Annual periods beginning on or after 1 January 2023. The amendment relates to insurers’ transition to the new Standard only―it does not affect any other requirements in IFRS 17. A narrow-scope amendment to the transition requirements in IFRS 17 Insurance Contracts IFRS 17 and IFRS 9 Financial Instruments have different transition requirements. For some insurers, these differences can cause temporary accounting mismatches between financial Annual periods assets and insurance contract liabilities in the comparative beginning on or after information they present in their financial statements when 1 January 2023. applying IFRS 17 and IFRS 9 for the first time. The amendment will help insurers to avoid these temporary accounting mismatches and, therefore, will improve the usefulness of comparative information for investors. It does this by providing insurers with an option for the presentation of comparative information about financial assets. The significant accounting policies adopted in the preparation of these consolidated financial statements are set out below. B. Financial assets and financial liabilities i) Initial recognition, measurement and classification of financial assets The Group on initial recognition classifies all of its financial assets based on the business model. Following are the three classifications: Amortised Cost (AC): A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVSI: • the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest. S A B B | Annual Report 20 21
133. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The carrying amount of these assets is adjusted by any expected credit loss allowance recognised. Fair value through other comprehensive income (FVOCI): Debt instruments: a debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated as at FVSI: • the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. FVOCI debt instruments are subsequently measured at fair value with gains and losses arising due to changes in fair value recognised in OCI. Special commission income and foreign exchange gains and losses are recognised in consolidated statement of income. Equity Instruments: On initial recognition, for an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in OCI. This election is made on an investment-by-investment basis. Equity instruments at FVOCI are not subject to an impairment assessment. Fair value through statement of income (FVSI): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through statement of income. A gain or loss on a debt investment that is subsequently measured at fair value through statement of income and is not part of a hedging relationship is recognised in the consolidated statement of income in the period in which it arises. Business model assessment The Group assesses the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management. The information considered includes: • the stated policies and objectives for the portfolio and the operation of those policies in practice; • how the performance of the portfolio is evaluated and reported to the Group’s management; • the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; • how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and • the frequency, volume, and timing of sales in prior periods, the reasons for such sales and its expectations about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of how the Group’s stated objective for managing the financial assets is achieved and how cash flows are realised. Financial assets that are held for trading and whose performance is evaluated on a fair value basis are measured at FVSI because they are neither held to collect contractual cash flows nor held both to collect contractual cash flows and to sell financial assets. Assessments whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, ‘principal’ is the fair value of the financial asset on initial recognition. ‘Interest’ is the consideration for the time value of money, the credit and other basic lending risks associated with the principal amount outstanding during a particular period and other basic lending costs (e.g. liquidity risk and administrative costs), along with profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 133
134. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making the assessment, the Group considers: • • • • • contingent events that would change the amount and timing of cash flows; leverage features; prepayment and extension terms; terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse asset arrangements); and features that modify consideration of the time value of money – e.g. periodical reset of interest rates. Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Group changes its business model for managing financial assets. ii) Initial recognition, measurement and classification of financial liabilities All financial liabilities are recognized at the time when the Group becomes a party to the contractual provisions of the instrument. The Group recognise its financial liabilities at fair value. Subsequent to initial recognition, financial liabilities as measured at amortised cost using the Effective Interest Rate (EIR) except for financial liabilities at fair value through statement of income. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value. iii) Derecognition a. Financial assets A financial asset (or a part of a financial asset, or a part of a group of similar financial assets) is derecognised, when the contractual rights to the cash flows from the financial asset expires. In instances where the Group is assessed to have transferred a financial asset, the asset is derecognised if the Group has transferred substantially all the risks and rewards of ownership. Where the Group has neither transferred nor retained substantially all the risks and rewards of ownership, the financial asset is derecognised only if the Group has not retained control of the financial asset. The Group recognises separately as assets or liabilities any rights and obligations created or retained in the process. In the context of IBOR reform, the Bank’s assessment of whether a change to an amortised cost financial instrument is substantial, is made after applying the practical expedient introduced by IBOR reform Phase 2. This requires the transition from an IBOR to an SOFR to be treated as a change to a floating interest rate. On derecognition, any cumulative gain or loss previously recognised in the consolidated statement of comprehensive income is included in the consolidated statement of income for the year. Any cumulative gain/loss recognised in OCI in respect of equity investment securities designated as at FVOCI is not recognised in consolidated statement of income on derecognition of such securities. b. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. iv) Modifications of financial assets and financial liabilities a. Financial assets If the terms of a financial asset are modified, the Group evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is de-recognised with the difference recognised as a de- recognition gain or loss and a new financial asset is recognised at fair value. S A B B | Annual Report 20 21
135. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December In case the modification of asset does not result in de-recognition, the Group will recalculate the gross carrying amount of the asset by discounting the modified contractual cash-flows using EIR prior to the modification. Any difference between the recalculated amount and the existing gross carrying amount is recognised in the consolidated statement of income for asset modification. b. Financial liabilities The Group derecognises a financial liability when its terms are modified, and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in the consolidated statement of income. c. Interest rate benchmark reform The Phase 2 amendments provide practical relief from certain requirements in IFRS Standards. These reliefs relate to modifications of financial instruments and lease contracts or hedging relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative benchmark rate. If the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortized cost changed as a result of interest rate benchmark reform, then the Group updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by the reform. A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met: • the change is necessary as a direct consequences of the reform; and • the new basis for determining the contractual cash flows is economically equivalent to the previous basis – i.e. the basis immediately before the change. When the changes were made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by interest rate benchmark reform. After that, the Group applied the policies on accounting for modifications to the additional changes. The amendments also provide an exception to use a revised discount rate that reflects the change in interest rate when remeasuring a lease liability because of a lease modification that is required by interest rate benchmark reform. v) Impairment The Group recognises provision for ECL on the following financial instruments that are not measured at FVSI: • • • • financial assets that are measured at amortised cost; debt instruments measured at FVOCI; financial guarantee contracts issued; and loan commitments issued. No impairment loss is recognised on equity investments. The Group measures provision for ECL at an amount equal to lifetime ECL, except for the following, for which they are measured as 12 month ECL: • debt investment securities that are determined to have low credit risk at the reporting date; and • other financial instruments on which credit risk has not increased significantly since their initial recognition. The Group considers a debt security to have low credit risk when their credit risk rating is equivalent to the globally understood definition of ‘investment grade’. 12 month ECL are the portion of ECL that result from default events on a financial instrument that are possible within the 12 months after the reporting date. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 135
136. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Lifetime ECL are the ECL that result from all possible default events over the expected life of the financial instrument or the maximum contractual period of exposure. Financial instruments for which lifetime ECL are recognized but that are not credit-impaired are referred to as ‘Stage 2 financial instruments’. Financial instruments allocated to stage 2 are those that have experienced a significant increase in credit risk since initial recognition but are nor credit-impaired. Financial instruments for which the lifetime ECL are recognized and that are credit-impaired are referred to as ‘Stage 3 financial instruments’. Measurement of ECL ECL are a probability-weighted estimate of credit losses. They are measured as follows: • financial assets that are not credit-impaired at the reporting date: as the present value of all cash shortfalls (e.g. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive); • financial assets that are credit-impaired at the reporting date: as the difference between the gross carrying amount and the present value of estimated future cash flows; • undrawn loan commitments: as the present value of the difference between the contractual cash flows that are due to the Group if the commitment is drawn down and the cash flows that the Group expects to receive; and • financial guarantee contracts: the expected payments to reimburse the holder less any amounts that the Group expects to recover. The Group’s product offering includes a variety of corporate and retail overdraft and credit cards facilities, in which the Bank has the right to cancel and/or reduce the facilities with one day’s notice. The Group does not limit its exposure expectations of customer behaviour, the likelihood of default and its future risk mitigation procedures, which could include reducing or cancelling the facilities. Based on past experience and the Group’s expectations, the period over which the Bank calculates ECL for these products, is five years for corporate, three years for credit cards and seven years for retail products. The ongoing assessment of whether a significant increase in credit risk has occurred for revolving facilities is similar to other lending products. This is based on shifts in the customer’s internal credit grade, but greater emphasis is also given to qualitative factors such as changes in usage. The interest rate used to discount the ECL for credit cards is based on the average effective interest rate that is expected to be charged over the expected period of exposure to the facilities. This estimation takes into account that many facilities are repaid in full each month and are consequently not charged interest. The calculation of ECL, including the estimation of the expected period of exposure and discount rate is made, on an individual basis for corporate and on a collective basis for retail products. The collective assessments are made separately for portfolios of facilities with similar credit risk characteristics. When discounting future cash flows, the following discount rates are used: • financial assets other than purchased or originated credit-impaired (POCI) financial assets and lease receivables: the original effective interest rate or an approximation thereof; • POCI assets: a credit-adjusted effective interest rate; • Undrawn loan commitments: the effective interest rate, or an approximation thereof, that will be applied to the financial asset resulting from the loan commitment; and • Financial Guarantee contracts issued: the rate that reflects the current market assessment of the time value of money and the risks that are specific to the cash flows. S A B B | Annual Report 20 21
137. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Restructured financial assets If the terms of a financial asset are renegotiated or modified or an existing financial asset is replaced with a new one due to financial difficulties of the borrower, then an assessment is made of whether the financial asset should be derecognised and ECL are measured as follows: • if the expected restructuring will not result in derecognition of the existing asset, and then the expected cash flows arising from the modified financial asset are included in calculating the cash shortfalls from the existing asset; • if the expected restructuring will result in derecognition of the existing asset, then the expected fair value of the new asset is treated as the final cash flow from the existing financial asset at the time of its derecognition. This amount is included in calculating the cash shortfalls from the existing financial asset that are discounted from the expected date of derecognition to the reporting date using the original effective interest rate of the existing financial asset. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost and FVOCI are creditimpaired. A financial asset is ‘credit-impaired’ when one or more events that have detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: • • • • • significant financial difficulty of the borrower or issuer; a breach of contract such as a default or past due event; the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; it is becoming probable that the borrower will enter bankruptcy or another financial reorganisation; or the disappearance of an active market for a security because of financial difficulties. A loan that has been renegotiated due to deterioration in the borrower’s condition is usually considered to be creditimpaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment. In addition, a retail loan that is overdue for 90 days or more is considered impaired. In making an assessment of whether an investment in sovereign debt is credit-impaired, the Group considers the following factors: • • • • the market’s assessment of creditworthiness as reflected in the bond yields; the rating agencies’ assessments of creditworthiness; the country’s ability to access the capital markets for new debt issuance; and the probability of debt being restructured, resulting in holders suffering losses through voluntary or mandatory debt forgiveness. POCI financial assets are assets that are credit-impaired on initial recognition. For POCI assets, lifetime ECL are incorporated into the calculation of the effective interest rate on initial recognition. Consequently, POCI assets do not carry impairment allowance on initial recognition. The amount recognized as a loss allowance subsequent to initial recognition is equal to the changes in lifetime ECL since initial recognition of the asset. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 137
138. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Presentation of provision for ECL in the consolidated statement of financial position Provision for ECL are presented in the consolidated statement of financial position as follows: • financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets; • loan commitments and financial guarantee contracts: generally, as a provision in other liabilities; • where a financial instrument includes both a drawn and an undrawn component, and the Group cannot identify the ECL on the loan commitment component separately from those on the drawn component the Group presents a combined loss allowance for both components. The combined amount is presented as a deduction from the gross carrying amount of the drawn component. Any excess of the loss allowance over the gross amount of the drawn component is presented as a provision; and • debt instruments measured at FVOCI: no loss allowance is recognised in the statement of financial position because the carrying amount of these assets is their fair value. However, the loss allowance is disclosed and is recognised in the fair value reserve. Impairment losses are recognised in consolidated statement of income. Write-off Loans and debt securities are written off (either partially or in full) when there is no realistic prospect of recovery. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. If the amount to be written off is greater than the accumulated loss allowance, the difference is first treated as an addition to the allowance that is then applied against the gross carrying amount. Any subsequent recoveries are credited to credit loss expense. Collateral valuation To mitigate its credit risks on financial assets, the Group seeks to use collateral, where possible. The collateral comes in various forms, such as cash, securities, letters of credit / guarantees, real estate, receivables, inventories, other nonfinancial assets, and credit enhancements such as netting agreements. Collateral, unless repossessed, is not recorded on the Group’s consolidated statement of financial position. However, the fair value of collateral affects the calculation of ECL. It is generally assessed, at a minimum, at inception and re-assessed on a periodic basis. However, some collateral, for example, cash or securities relating to margining requirements, is valued daily. To the extent possible, the Group uses active market data for valuing financial assets, held as collateral. Other financial assets which do not have a readily determinable market value are valued using models. Non-financial collateral, such as real estate, is valued based on data provided by third parties such as mortgage brokers, housing price indices, audited financial statements, and other independent sources. Collateral repossessed The Group’s policy is to determine whether a repossessed asset can be best used for its internal operations or should be sold. Assets determined to be useful for the internal operations are transferred to their relevant asset category at the lower of their fair value or the carrying value of the original secured asset. Assets for which selling is determined to be a better option are transferred to assets held for sale at their fair value (if financial assets) and fair value less cost to sell for nonfinancial assets at the repossession date in line with the Group’s policy. In its normal course of business, the Group does not physically repossess properties or other assets in its retail portfolio, but engages external agents to recover funds, generally at auction, to settle outstanding debt. Any surplus funds are returned to the customers/obligors. As a result of this practice, the residential properties under legal repossession processes are not recorded on the consolidated statement of financial position. vi) Financial guarantees and loan commitments Financial guarantees are initially recognised in the consolidated financial statements at fair value in other liabilities, being the value of the premium received. Subsequent to the initial recognition, the Group’s liability under each guarantee is measured at higher of the unamortised amount and the provision for ECL. S A B B | Annual Report 20 21
139. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The premium received is recognised in the consolidated statement of income in ‘Fees and commission income’ on a straight-line basis over the life of the guarantee. Loan commitments are firm commitments to provide credit under pre-specified terms and conditions. The Group has issued no loan commitments that are measured at FVSI. For loan commitments, the Group recognises provision for ECL. C. Trade date accounting All regular way purchases and sales of financial assets are recognised and derecognised on the trade date e.g. the date on which the Group becomes a party to the contractual provisions of the instrument. Regular way purchases and sales are purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the marketplace. D. Derivative financial instruments and hedge accounting Derivative financial instruments including foreign exchange contracts, special commission rate futures, forward rate agreements, currency and special commission rate swaps, currency, and special commission rate options (both written and purchased), are measured at fair value (premium received for written options). All derivatives are carried at their fair value as assets where the fair value is positive and as liabilities where the fair value is negative. Fair values are generally obtained by reference to quoted market prices, discounted cash flow models or pricing models, as appropriate. The treatment of changes in their fair value depends on their classification into the following categories: i) Derivatives held for trading Any changes in the fair value of derivatives that are held for trading purposes are taken directly to the consolidated statement of income for the year. Derivatives held for trading also include those derivatives which do not qualify for hedge accounting. ii) Embedded derivatives Derivatives embedded in other financial instruments are treated as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contract, and the host contract is not itself held for trading or designated at fair value through statement of income. The embedded derivatives separated from the host are carried at fair value in the trading derivatives portfolio with changes in fair value recognised in the consolidated statement of income. iii) Hedge accounting The Group designates certain derivatives as hedging instruments in qualifying hedging relationships. For the purpose of hedge accounting, hedges are classified into two categories; (a) fair value hedges which hedge the exposure to changes in the fair value of a recognised asset or liability, and (b) cash flow hedges which hedge exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability, or a highly probable forecasted transaction that will affect the reported net gain or loss. In order to qualify for hedge accounting, it is required that the hedge should be expected to be highly effective e.g., the changes in fair value or cash flows of the hedging instrument should effectively offset corresponding changes in the hedged item and should be reliably measurable. At the inception of the hedge, the risk management objective and strategy are documented including the identification of the hedging instrument, the related hedged item, the nature of risk being hedged, and how the Group will assess the effectiveness of the hedging relationship. Subsequently, the effectiveness of the hedge is assessed on an ongoing basis. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 139
140. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December In relation to fair value hedges, which meet the criteria for hedge accounting, any gain or loss from remeasuring the hedging instruments to fair value is recognised immediately in the consolidated statement of income. The related portion of the hedged item is recognised in the consolidated statement of income. Where the fair value hedge of a special commission bearing financial instrument ceases to meet the criteria for hedge accounting, the adjustment in the carrying value is amortised to the consolidated statement of income over the remaining life of the instrument. If the hedged item is derecognised, the unamortised fair value adjustment is recognised immediately in the consolidated statement of income. In relation to cash flow hedges, which meet the criteria for hedge accounting, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised in the consolidated statement of comprehensive income. The ineffective portion, if any, is recognised in the consolidated statement of income. For cash flow hedges affecting future transactions, the gains or losses recognised in other reserves are transferred to the consolidated statement of income in the same period in which the hedged transaction affects the consolidated statement of income. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. On discontinuation of hedge accounting on cash flow hedges any cumulative gain or loss that was recognised in other reserves, is retained in Shareholders’ equity until the forecasted transaction occurs. Where the hedged forecasted transaction is no longer expected to occur, the net cumulative gain or loss recognised in other reserves is transferred to the consolidated statement of income for the year. IBOR reform issued in September 2019 (the Phase 1 amendments) If a hedging relationship is directly affected by IBOR reform, then the Group applies certain exceptions in the Phase 1 amendments to the general hedge accounting policy. The Group considers that a hedging relationship is directly affected by IBOR reform if it is subject to the following uncertainty arising from the reform: • an interest rate benchmark subject to the reform is designated as the hedged risk, regardless of whether the rate is contractually specified; and/or • the timing or amount of interest rate benchmark-based cash flows of the hedged item or of the hedging instrument is uncertain. When the uncertainty arising from IBOR reform is no longer present with respect to the timing and the amount of the interest rate benchmark-based cash flows of the hedged item or hedging instrument or when the hedging relationship is discontinued, the Group ceases to apply the respective Phase 1 amendments. However, when determining whether a previously designated forecast transaction is no longer expected to occur, the Group continues to assume that the hedged interest rate benchmark cash flows will not be altered as a result of IBOR reform in accordance with the Phase 1 exemption. The Group has concluded that as at 31 December 2021 there is no uncertainty in relation to IBOR reform in respect of its hedging relationships. IBOR reform issued in August 2020 (the Phase 2 amendments) When the basis for determining the contractual cash flows of the hedged item or hedging instrument changes as a result of IBOR reform and therefore there is no longer uncertainty arising about the cash flows of the hedged item or the hedging instrument, the Group amends the hedge documentation of that hedging relationship to reflect the change(s) required by IBOR reform. For this purpose, the hedge designation is amended only to make one or more of the following changes: • designating an alternative benchmark rate as the hedged risk; • updating the description of the hedged item, including the description of the designated portion of the cash flows or fair value being hedged; • updating the description of the hedging instrument; or • updating the description of how the entity will assess hedge effectiveness. S A B B | Annual Report 20 21
141. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The Group amends the description of the hedging instrument only if the following conditions are met: • it makes a change required by IBOR reform by using an approach other than changing the basis for determining the contractual cash flows of the hedging instrument; • the chosen approach is economically equivalent to changing the basis for determining the contractual cash flows of the original hedging instrument; and • the original hedging instrument is not derecognised. The Group amends the formal hedge documentation by the end of the reporting period during which a change required by IBOR reform is made to the hedged risk, hedged item or hedging instrument. These amendments in the formal hedge documentation do not constitute the discontinuation of the hedging relationship or the designation of a new hedging relationship. If changes are made in addition to those economically equivalent changes required by IBOR reform described above, then the Group considers whether those additional changes result in the discontinuation of the hedge accounting relationship. If the additional changes do not result in the discontinuation of the hedge accounting relationship, then the Group amends the formal hedge documentation for changes required by IBOR reform as mentioned above. Retrospective effectiveness test: When the phase 1 retrospective effectiveness relief ceases to apply, on a hedge-by-hedge basis, the Group could reset to zero the cumulative fair value changes of the hedged item and hedging instrument for the purposes of the 80–125% ‘pass / fail’ hedge effectiveness test. However, this does not affect the amounts of hedge ineffectiveness reported in the income statement. During the period, the Group has not reset to zero the cumulative fair value changes of the hedged item and hedging instrument in any of its hedges. Risk components: The Group is permitted to designate an alternative benchmark rate as a non-contractually specified risk component, even if it is not separately identifiable at the date when it is designated, provided that the Group reasonably expects that it will meet the requirements within 24 months of the first designation and the risk component is reliably measurable. The 24-month period applies separately to each alternative benchmark rate which the Group might designate. During the period, the Group has not designated any risk components of alternative benchmark rates in any hedge relationships during the period. When the interest rate benchmark on which the hedged future cash flows had been based is changed as required by IBOR reform, for the purpose of determining whether the hedged future cash flows are expected to occur, the Group deems that the hedging reserve recognised in OCI for that hedging relationship is based on the alternative benchmark rate on which the hedged future cash flows will be based. E. Foreign currencies Transactions in foreign currencies are translated into Saudi Arabian Riyals at the spot exchange rates prevailing at transaction dates. Monetary assets and liabilities at year-end, denominated in foreign currencies, are translated into Saudi Arabian Riyals at the exchange rates prevailing at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. All differences arising on non-trading activities are transferred to exchange income in the consolidated statement of income, with the exception of differences on foreign currency borrowings that provide an effective hedge against a net investment in foreign entity. Foreign exchange gains or losses on translation of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of income, except for differences arising on the retranslation of FVOCI equity instruments or when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges to the extent hedges are effective. Translation gains or losses on non-monetary items carried at fair value are included as part of the fair value adjustment either in the consolidated statement of income or in equity depending on the underlying financial asset. F. Offsetting Assets and liabilities are offset and are reported net in the consolidated statement of financial position when there is a currently legally enforceable right to set off the recognised amounts and when the Group intends to settle on a net basis, or to realise the asset and settle the liability simultaneously. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 141
142. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Income and expenses are not offset in the consolidated statement of income unless required or permitted by any accounting standard or interpretation, and as specifically disclosed in the accounting policies of the Group. G. Revenue/expenses recognition i. Special commission income and expense Special commission income and expense for all commission-bearing financial instruments is recognised in the consolidated statement of income on an effective yield basis. The effective commission rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset or liability. When calculating the effective commission rate, the Group estimates future cash flows considering all contractual terms of the financial instrument but not future credit losses. The carrying amount of the financial asset or financial liability is adjusted if the Group revises its estimates of payments or receipts. The adjusted carrying amount is calculated based on the original effective commission rate and the change in carrying amount is recorded as special commission income or expense. If the recorded value of a financial asset or a group of similar financial assets has been reduced due to an impairment loss, special commission income continues to be recognised using the original effective commission rate applied to the new carrying amount. The calculation of the effective yield takes into account all contractual terms of the financial instruments (prepayment, options etc.) and includes all fees paid or received related transaction costs, and discounts or premiums that are an integral part of the effective commission rate. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of financial asset or liability. When the Group enters into special commission rate swap to change special commission from fixed to floating (or vice versa) the amount of special commission income or expense is adjusted by the net special commission on the swap. Special commission income on Shariah approved products received but not earned is netted off against the related assets. ii. Exchange income/ loss Exchange income/loss is recognised when earned/incurred. iii. Dividend income Dividend income is recognised when the right to receive income is established. iv. Fees and commission income and expenses Fee and commission income and expense that are integral to the effective interest rate on a financial asset or financial liability are included in the effective interest rate. Other fee and commission income – including account servicing fees, investment management fees, sales commission, placement fees and syndication fees – is recognised as the related services are performed. Loan commitment fees for loans that are likely to be drawn down are deferred and, together with the related direct cost are recognised as an adjustment to the effective yield on the loan. When a loan commitment is not expected to result in the drawdown of a loan, loan commitment fees are recognised on a straight-line basis over the commitment period. Asset management fee is recognised based on a fixed percentage of net assets under management (“asset-based”), or a percentage of returns from net assets (“returns-based”) subject to applicable terms and conditions and service contracts with customers and funds. The Group attributes the revenue from management fees to the services provided during the year, because the fee relates specifically to the Group’s efforts to transfer the services for that period. The asset management fee is not subject to any claw backs. S A B B | Annual Report 20 21
143. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Advisory and investment banking services revenue is recognised based on services rendered under the applicable service contracts. Brokerage income is recognised when the related transactions are executed on behalf of the customers at the price agreed in the contract with the customers, net of discounts and rebates. The performance obligation of the Group is satisfied when the Group carries out the transaction on behalf of the customers, which triggers immediate recognition of the revenue, as the Group will have no further commitments. Other fees and commission expense relate mainly to transaction and service fees, which are expensed as the service is received. Any fee income received but not earned is classified under other liabilities. v. Income from FVSI financial instruments Results arising from trading activities include all gains and losses from changes in fair value and related special commission income or expense, dividends from financial assets and financial liabilities held for trading and foreign exchange differences. This includes any ineffectiveness recorded in hedging transactions. vi. Day one profit Where the transaction price differs from the fair value of other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets, the Group immediately recognises the difference between the transaction price and fair value (a ‘Day 1’ profit) in the consolidated statement of income in ‘Income from FVSI financial instruments’. In cases where use is made of data which is not observable, the difference between the transaction price and model value is only recognised in the consolidated statement of income when the inputs become observable, or when the instrument is derecognised. vii) Customer Loyalty Program The Group offers customer loyalty program (reward points / air miles herein referred to as ‘reward points’), which allows card members to earn points that can be redeemed for certain Partner outlets. The Group allocates a portion of transaction price (interchange fee) to the reward points awarded to card members, based on the relative stand-alone selling price. The amount of revenue allocated to reward points is deferred and released to the consolidated statement of income when reward points are redeemed under fee commission income. The related expenses for the customers loyalty program are recognized under fee commission expense. The cumulative amount of contract liability related unredeemed reward points is adjusted over time based on actual experience and current trends with respect to redemption. H. Sale and repurchase agreements Assets sold with a simultaneous commitment to repurchase at a specified future date (repos) continue to be recognised in the consolidated statement of financial position as the Group retains substantially all the risks and reward of ownership and continued to be measured in accordance with related accounting policies for the underlying financial assets held as ‘FVSI’, ‘FVOCI’ and amortised cost. The counterparty liability for amounts received under these agreements is included in ‘due to banks and other financial institutions’ or ‘customers’ deposits’, as appropriate. The difference between sale and repurchase price is treated as special commission expense and amortised over the term of the repo agreement, using the effective yield method. Assets purchased with a corresponding commitment to resell at a specified future date (reverse repo) are not recognised in the consolidated statement of financial position, as the Group does not obtain control over the assets. Amounts paid under these agreements are included in ‘Cash and balances with SAMA’, ‘Due from banks and other financial institutions or ‘Loans and advances’, as appropriate. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 143
144. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The difference between purchase and resale price is treated as special commission income and amortised over the term of the reverse repo agreement, using the effective yield method. I. Investment in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in associates. Associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligation for its liabilities. Interests in an associate is accounted for using the equity method. It is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and Other Comprehensive Income (‘OCI’) of equity-accounted investees, until the date on which significant influence ceases. The consolidated statement of income reflects the Group’s share of earnings of the associate. The reporting dates of the associates is identical to the Group and their accounting policies conform to those used by the Group for like transactions and events in similar circumstances. Unrealised profits and losses resulting from transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associate. J. Property and equipment Property and equipment are stated at cost and presented net of accumulated depreciation and impairment loss, if any. Freehold land is not depreciated. The cost of other property and equipment is depreciated on the straight-line method over the estimated useful lives of the assets as follows: Buildings 33 years Leasehold improvements over period of the lease contract Furniture, equipment, and vehicles 3 to 10 years Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the consolidated statement of income. The assets’ residual values and useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. K. Intangible assets i. Goodwill Goodwill acquired in a business combination represents the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, including intangibles, liabilities, and contingent liabilities of the acquiree. When the excess is negative (negative goodwill), it is recognised immediately in the Group’s consolidated statement of income. S A B B | Annual Report 20 21
145. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Measurement Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests) and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Any goodwill arising from initial consolidation is tested for impairment at least once a year and whenever events or changes in circumstances indicate the need for impairment, they are written down if required. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the consolidated statement of income. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss of disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. ii. Capitalised software Software acquired by the Group is stated at cost less accumulated amortisation and accumulated impairment losses, if any. Subsequent expenditure on software assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. Amortisation is recognised in the Group’s consolidated statement of income on a straight-line basis over the estimated useful life of the software, from the date that it is available for use. iii. Other intangibles Acquired other intangibles are recognised at their ‘fair value’ upon initial recognition. The specific criteria which need to be satisfied for an intangible asset to be recognised separately from goodwill in an acquisition is that the intangible asset must be clearly identifiable, in that it either; • be separable, that is, be capable of being separated or divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset, or liability; or • arise from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations. Other intangibles are amortised using the straight-line method over the useful life of the asset, which is estimated to be 10 years for customer relationships – PCCR, 14 years for core deposit intangible – CDI and 5 years for brand. If an indication of impairment arises, the recoverable amount is estimated, and an impairment loss is recognised if the recoverable amount is lower than the carrying amount. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 145
146. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The banking license has an indefinite life and is tested for impairment annually. For impairment testing purposes, the banking license is allocated to the relevant cash generating unit. L. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of comprehensive income net of any reimbursement, if any. If the effect of the time value of money is material, provisions are discounted using a current rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. The expense relating to any provision is presented in the consolidated statement of income net of any reimbursement. M. Leases Right of use asset (RoU) / Lease liabilities On initial recognition, at inception of the contract, the Group shall assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is identified if most of the benefits are flowing to the Group and the Group can direct the usage of such assets. The Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. Right of use assets The Group applies cost model, and measure right of use asset at cost; • less any accumulated depreciation and any accumulated impairment losses, if any; and • adjusted for any re-measurement of the lease liability for lease modifications. Lease Liability On initial recognition, the lease liability is the present value of all remaining payments to the lessor, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. After the commencement date, the Group measures the lease liability by: • increasing the carrying amount to reflect interest on the lease liability; • reducing the carrying amount to reflect the lease payments made; and • re-measuring the carrying amount to reflect any re-assessment or lease modification. The lease liability is measured at amortised cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of- use asset or is recorded in consolidated statement of income if the carrying amount of the right-of-use asset has been reduced to zero. N. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash, balances with SAMA and placements with SAMA excluding the statutory deposit, and due from banks and other financial institutions with an original maturity of 3 months or less from date of acquisition. S A B B | Annual Report 20 21
147. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December O. Assets held in trust or in fiduciary capacity Assets held in trust or in a fiduciary capacity are not treated as assets of the Group and, accordingly, are not included in the accompanying consolidated financial statements. P. End of service benefits The provision for end of service benefits is made based on actuarial valuation in accordance with Saudi Arabian Labour Laws. Net obligation, with respect to end of service benefits, to the Group is reviewed by using a projected unit credit method. Actuarial gains and losses (Re-measurements) are recognized in full in the period in which they occur in other comprehensive income. Re-measurements are not reclassified to consolidated statement of income in subsequent periods. Interest expense is calculated by applying the discount rate to the net defined benefit liability. The Group recognizes the following changes in the net defined benefit obligation under ‘salaries and employee related expenses’ in the consolidated statement of income. • Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements, and • Net interest expense or income The assumptions used to calculate the scheme obligations include assumptions such as expected future salaries growth, expected employee resignation rates, and discount rate to discount the future cash flows. Q. Share based payments Under the terms of the Equity Based Long Term Bonus Plan, eligible employees of the Group are offered shares at a predetermined price for a fixed period of time. At the vesting dates determined under the terms of the plan, the Group delivers the underlying allotted shares to the employees, subject to the satisfactory completion of the vesting conditions. The cost of the plans is recognised over the period in which the service condition is fulfilled, ending on the date on which the relevant employees become fully entitled to the shares (‘the vesting date’). The cumulative expense recognised for these plans at each reporting date until the vesting date, reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. R. Government grant The Group recognizes a government grant related to income, if there is a reasonable assurance that it will be received, and the Group will comply with the conditions associated with the grant. The benefit of a government deposit at a below-market rate of interest is treated as a government grant related to income. The below-market rate deposit is recognised and measured in accordance with IFRS 9 Financial Instruments. The benefit of the below-market rate of interest is measured as the difference between the initial fair value of the deposit determined in accordance with IFRS 9 and the proceeds received. The benefit is accounted for in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance. The government grant is recognised in the consolidated statement of income on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grant is intended to compensate. The grant income is only recognised when the ultimate beneficiary is the Group. Where the customer is the ultimate beneficiary, the Group only records the respective receivable and payable amounts. S. Zakat and Income tax Zakat The Group is subject to Zakat in accordance with the regulations of the Zakat, Tax and Customs Authority (“ZATCA”). Zakat expense is charged to the consolidated statement of income. Zakat is not accounted for as income tax and as such no deferred tax is calculated relating to Zakat. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 147
148. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Income tax The income tax expense for the year is the tax payable on the current year’s taxable income, based on the applicable income tax rate in Saudi Arabia, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the bank and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Adjustments arising from the final income tax assessments are recorded in the period in which such assessments are made. Deferred tax Deferred income tax is provided using the liability method on temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amounts of assets and liabilities using the tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available, and the credits can be utilized. Value Added tax (“VAT”) The Group collects VAT from its customers for qualifying services provided and makes VAT payments to its vendors for qualifying payments. On a monthly basis, net VAT remittances are made to the ZATCA representing VAT collected from its customers, net of any recoverable VAT on payments. Unrecoverable VAT is borne by the Group and is either expensed or in the case of property, equipment, and intangibles payments, is capitalized and either depreciated or amortized as part of the capital cost. T. Non-current assets classified as held for sale Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits and financial assets that are carried at fair value. An impairment loss is recognised for any initial or subsequent write-down of the assets to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the assets is recognised at the date of derecognition. Assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised. Assets classified as held for sale are presented separately from the other assets in the consolidated statement of financial position. U. Islamic banking products In addition to conventional banking, the Group also provides Shari’ah-compliant products, which are approved and supervised by an independent Shari’ah Committee established by SABB. All Shari’ah approved banking products are accounted for using IFRS and are in conformity with the accounting policies described in these consolidated financial statements. S A B B | Annual Report 20 21
149. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Major non-special commission based Islamic products are as follow: (i) Murabaha: is a financing agreement whereby the Group sells to a customer an asset or a commodity, which the Group has purchased and acquired based on a promise received from the customer to buy. The selling price comprises the cost plus an agreed profit margin and is paid as agreed. (ii) Istisna’a: is a contract to manufacture goods, assemble or process them, or to build a house or other structure according to exact specifications and a fixed timeline (iii) Ijarah: is an agreement whereby the Group, acting as a lessor, purchases an asset for lease according to the customer request (lessee), based on his promise to lease the asset for an agreed rent and specific period that could end by transferring the ownership of the leased asset to the lessee. (iv) Musharaka: is an agreement between the Group and a customer to contribute to a certain investment enterprise or the ownership of a certain property ending up with the acquisition by the customer of the full ownership. The profit or loss is shared as per the terms of the agreement. (v) Tawarruq: is a form of Murabaha transaction where the Group purchases a commodity and sells it to the customer at agreed-upon deferred installment terms. The customer sells the underlying commodity at spot to a third party and uses the proceeds for his financing requirements. (vi) Mudaraba: is a form of participation in profit where the client provides the capital to the Group or vice versa depending. on the product type. The capital owner is called the Rab Almaal and the worker is Mudharib. The worker duty is to invest the capital in activities that comply with Shariah rules. The income is divided according to the agreement. In the case of loss, “Rab Almaal” has to bear all the losses from his capital and the “Midharib” loses his efforts. (vii) Promise: is a mandatory commitment by the Group to its client or vice versa to enter into a sale or purchase transaction for the purpose of hedge against fluctuations in rates, index prices, and currency prices. (viii) Murabaha: deposit is based on commodity Murabaha. The Group acts as an agent for its customers in purchasing commodities on their behalf with their funds and then purchases these commodities for its own account from customers at agreed-upon price and deferred maturities. Since the Group purchases commodities from its customers, it is liable to them for the capital they invested plus a profit. (ix) Shariah compliant foreign exchange products: are offered to clients to hedge their existing exposure to foreign currencies. It is based on the concept of Waad (binding promise) where the Group promises to buy/sell a particular amount of foreign currency at an agreed upon price. It may include only one Waad or a combination of Waads. (x) Shariah compliant rates products: are offered to clients who have exposure to fixed/floating rates and need hedging solutions. The products are designed around the concept of Waad (binding promise) to enter into Murabaha where the profit is based on a rates index or formula. It may include only one Waad or a combination of Waads. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 149
150. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 3. Cash and balances with SAMA Cash in hand Statutory deposit 2021 2020 1,766,585 2,252,471 12,063,573 11,683,700 Placements with SAMA 927,961 21,841,129 Other balances 151,285 672,115 14,909,404 36,449,415 Total In accordance with the Banking Control Law and regulations issued by SAMA, SABB is required to maintain a statutory deposit with SAMA at stipulated percentages of its deposit liabilities calculated on monthly average balances at the end of reporting period. The statutory deposit with SAMA is not available to finance SABB’s day-to-day operations and therefore is not part of cash and cash equivalents (note 27). Placements with SAMA represents securities purchased under an agreement to re-sell (reverse repo) with SAMA. Balances with SAMA are investment grade. 4. Due from banks and other financial institutions, net a) Due from banks and other financial institutions are classified as follows: 2021 2020 Current accounts 4,961,054 4,889,618 Money market placements 1,034,323 217,842 Provision for expected credit losses Total )2,202( )1,962( 5,993,175 5,105,498 b) Movement in gross carrying amount The following table further explains changes in gross carrying amount of the due from banks and other financial institutions to help explain their significance to the changes in the provision for ECL of the same portfolio. Non-credit impaired 2021 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 5,106,639 821 - - 5,107,460 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 - - - - - 888,738 )821( - - 887,917 - - 5,995,377 Balance at 1 January 2021 Net change for the year Balance as at 31 December 2021 S A B B | Annual Report 20 21 5,995,377 -
151. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Non-credit impaired 2020 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 4,988,191 - - - 4,988,191 Transfer to Stage 1 )821( 821 - - - Transfer to Stage 2 - - - - - Balance at 1 January 2020 Transfer to Stage 3 - - - - - 119,269 - - - 119,269 5,106,639 821 - - 5,107,460 Net change for the year Balance as at 31 December 2020 c) Credit quality analysis The following table sets out information about the credit quality of due from banks and other financial institutions, net: 12 month ECL Lifetime ECL not credit impaired Lifetime ECL Purchased credit credit impaired Impaired 31 December 2021 5,993,175 - - - 5,993,175 31 December 2020 5,105,010 488 - - 5,105,498 Total Balances under due from banks and other financial institutions are investment grade. d) Movement in provision for expected credit losses The following table shows reconciliations from the opening to the closing balance of the provision for expected credit losses against due from banks and other financial institutions: 31 December 2021 Balance at 1 January 2021 Net charge for the year Balance as at 31 December 2021 31 December 2020 Balance at 1 January 2020 Net charge for the year Balance as at 31 December 2020 12 month Lifetime ECL not ECL credit impaired Lifetime ECL credit impaired Total 1,962 1,629 333 - 573 )333( - 240 2,202 - - 2,202 12 month Lifetime ECL not ECL credit impaired Lifetime ECL credit impaired Total - - 425 1,204 333 - 1,537 1,629 333 - 1,962 425 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 151
152. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 5. Investments, net a) Investment, net securities are classified as follows: FVOCI – Debt 2021 2020 18,665,583 12,574,317 FVOCI – Equity 24,382 1,128,916 1,383,368 1,237,760 44,830,365 45,890,014 64,903,698 60,831,007 FVSI Held at amortised cost, net Total During the year, the Group sold its investment in local listed equity shares due to change in Group’s strategy. The Group realised a gain of SAR 495 million on the disposal which was transferred from the FVOCI reserve to retained earnings directly in equity. b) Movement in gross carrying amount The following table further explains changes in gross carrying amount of the investments to help explain their significance to the changes in the provision for ECL of the same portfolio. • FVOCI - Debt Non-credit impaired 2021 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 12,574,317 - - - 12,574,317 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Balance at 1 January 2021 Transfer to Stage 3 Net change for the year Balance as at 31 December 2021 - - - - - 6,091,266 - - - 6,091,266 18,665,583 - - - 18,665,583 Stage 3 POCI Total - - 12,712,584 Non-credit impaired 2020 Balance at 1 January 2020 Stage 1 12,521,450 Credit impaired Stage 2 191,134 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 Net change for the year Balance as at 31 December 2020 S A B B | Annual Report 20 21 - - - - - 52,867 )191,134( - - )138,267( 12,574,317 - - - 12,574,317
153. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • Held at amortized cost Non-credit impaired 2021 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 45,908,019 - - - 45,908,019 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Balance at 1 January 2021 Transfer to Stage 3 Net change for the year Balance as at 31 December 2021 - - - - - )1,064,565( - - - )1,064,565( 44,843,454 - - - 44,843,454 Non-credit impaired 2020 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 45,410,968 - - - 45,410,968 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 - - - - - 497,051 - - - 497,051 45,908,019 - - - 45,908,019 Balance at 1 January 2020 Net change for the year Balance as at 31 December 2020 c) Investments, net by type of securities Domestic International Total 2021 2020 2021 2020 2021 2020 Fixed rate securities 49,146,303 43,911,832 1,454,970 1,515,165 50,601,273 45,426,997 Floating rate securities 13,147,024 13,478,653 181,673 427,602 13,328,697 13,906,255 961,182 1,484,126 12,546 13,629 973,728 1,497,755 63,254,509 58,874,611 1,649,189 Equities and others Total 1,956,396 64,903,698 60,831,007 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 153
154. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December d) Movement in provision for expected credit losses An analysis of changes in provision for ECL of debt instruments measured at amortized cost, is as follows: 2021 Balance as at 1 January 2021 Net charge for the year Balance as at 31 December 2021 2020 Balance as at 1 January 2020 Net charge for the year Balance as at 31 December 2020 12 month ECL Lifetime ECL not credit impaired Lifetime ECL credit impaired Total 18,005 - - 18,005 )4,916( - - )4,916( 13,089 - - 13,089 12 month ECL Lifetime ECL not credit impaired Lifetime ECL credit impaired Total 7,387 - - 7,387 10,618 - - 10,618 18,005 - - 18,005 An analysis of changes in provision for ECL of debt instruments measured at FVOCI, is as follows: 2021 Balance as at 1 January 2021 12 month ECL Lifetime ECL not credit impaired Lifetime ECL credit impaired Total 7,695 - - 7,695 Net charge for the year Balance as at 31 December 2021 2020 Balance as at 1 January 2020 7 - - 7 7,702 - - 7,702 12 month ECL Lifetime ECL not credit impaired Lifetime ECL credit impaired Total 3,563 115 - 3,678 4,132 )115( - 4,017 7,695 - - 7,695 Net charge for the year Balance as at 31 December 2020 e) The analysis of the composition of investments is as follows: 2021 Quoted Fixed rate securities Floating rate securities Equities and mutual funds Investments, net S A B B | Annual Report 20 21 Unquoted 2020 Total Quoted Unquoted Total 48,109,839 2,491,434 50,601,273 43,199,266 2,227,731 45,426,997 8,240,435 5,088,262 13,328,697 8,994,642 4,911,613 13,906,255 949,346 24,382 973,728 1,472,289 25,466 1,497,755 57,299,620 7,604,078 64,903,698 53,666,197 7,164,810 60,831,007
155. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December f) The Investments, net includes Shariah based investments as below: 2021 2020 Debt instruments: Sukuks 51,010,277 43,330,026 )10,729( )17,459( 50,999,548 43,312,567 Provision for expected credit losses Equities and mutual funds Total 919,337 461,941 51,918,885 43,774,508 g) The analysis of investments by internal ratings grade The following table sets out information about the credit quality of investment which are defined as below: • Investment Grade is composed of Strong Credit Quality (AAA to BBB-) • Non-Investment Grade is composed of: Good, Satisfactory and Special Mention Credit Quality (BB+ to C) 31 December 2021 Investment grade Non-investment grade Held at Amortised Cost FVOCI FVSI Total 44,195,274 17,111,627 434,022 61,740,923 635,091 1,553,956 - 2,189,047 - 24,382 949,346 973,728 44,830,365 18,689,965 Held at Amortised Cost FVOCI 45,460,368 12,375,975 359,239 58,195,582 401,712 1,301,792 - 1,703,504 Un-rated Total 31 December 2020 Investment grade Non-investment grade Un-rated Total 1,383,368 64,903,698 FVSI Total 27,934 25,466 878,521 931,921 45,890,014 13,703,233 1,237,760 60,831,007 h) The analysis of investments by counterparty is as follows: 2021 Government and quasi government 2020 61,043,089 56,391,516 Corporate 1,927,850 1,480,119 Banks and other financial institutions 1,919,154 2,945,616 13,605 13,756 64,903,698 60,831,007 Others Total D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 155
156. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December i) Assets pledged Securities pledged under repurchase agreements with other banks are government Sukuks. Assets pledged as collateral with other financial institutions for security are as follows: 2021 Assets 2020 Related liabilities Assets Related liabilities FVOCI 562,608 567,906 562,634 567,906 Total 562,608 567,906 562,634 567,906 6. Loans and advances, net a) Loans and advances are comprised of the following: 2021 12 month ECL Lifetime ECL not credit impaired Lifetime ECL credit impaired Purchased or originated credit impaired Total loans and advances, gross Provision for expected credit losses, net Loans and advances, net 2020 12 month ECL Credit cards 2,012,847 Other retail lending Corporate and institutional lending Total 35,308,631 101,401,370 138,722,848 123,496 1,939,590 24,786,523 26,849,609 43,805 1,023,411 3,846,283 4,913,499 90 167,734 3,604,937 3,772,761 2,180,238 38,439,366 133,639,113 174,258,717 )163,819( )745,117( )5,793,303( )6,702,239( 2,016,419 37,694,249 127,845,810 167,556,478 Credit cards Other retail lending Corporate and institutional lending Total 1,941,419 33,209,970 89,805,599 124,956,988 Lifetime ECL not credit impaired 63,171 882,803 24,634,505 25,580,479 Lifetime ECL credit impaired 66,244 1,464,922 4,472,301 6,003,467 135 172,724 3,704,746 3,877,605 2,070,969 35,730,419 122,617,151 160,418,539 )234,704( )1,358,765( )5,581,992( )7,175,461( 1,836,265 34,371,654 117,035,159 153,243,078 Purchased or originated credit impaired Total loans and advances, gross Provision for expected credit losses, net Loans and advances, net Lifetime ECL credit impaired includes non-performing loans and advances of SAR 4,210 million (31 December 2020: SAR 5,377 million). It also includes exposures that are now performing but have yet to complete a period of 12 months of performance (‘the curing period’) to be eligible to be upgraded to a not-impaired category. The financial assets recorded in each stage have the following characteristics: • 12 month ECL not credit impaired (stage 1): without significant increase in credit risk on which a 12 month allowance for ECL is recognised; • Lifetime ECL not credit impaired (stage 2): a significant increase in credit risk has been experienced since initial recognition on which a lifetime ECL is recognised; • Lifetime ECL credit impaired (stage 3): objective evidence of impairment, and are therefore considered to be in default or otherwise credit impaired on which a lifetime ECL is recognised; and S A B B | Annual Report 20 21
157. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • Purchased or originated credit impaired (‘POCI’): purchased or originated at a deep discount that reflects the expected lifetime credit losses at time of purchase or origination. A lifetime ECL is recognised if further credit losses are expected. POCI includes non-performing loans and advances acquired through the merger with AAB that were recorded at fair value as of acquisition date. b) Movement in gross carrying amount The following table further explains changes in gross carrying amount of the loans to help explain their significance to the changes in the provision for ECL of the same portfolio. • Credit cards Non-credit impaired Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 1,941,419 63,171 66,244 135 2,070,969 Transfer to Stage 1 10,101 )4,962( )5,139( - - Transfer to Stage 2 )91,881( 96,566 )4,685( - - Transfer to Stage 3 )22,111( )3,965( 26,076 - - Net change for the year 175,319 )27,314( 57,156 )45( 205,116 - - )95,847( - )95,847( 2,012,847 123,496 43,805 90 2,180,238 2021 Balance at 1 January 2021 Write-offs Balance as at 31 December 2021 Non-credit impaired 2020 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 2,326,426 74,200 67,267 1,113 2,469,006 Transfer to Stage 1 8,927 )8,927( - - - Transfer to Stage 2 )40,050( 40,050 - - - Transfer to Stage 3 )36,823( )6,506( 43,329 - - )317,061( )35,646( 78,921 )978( )274,764( - - )123,273( - )123,273( 1,941,419 63,171 66,244 135 2,070,969 Balance at 1 January 2020 Net change for the year Write-offs Balance as at 31 December 2020 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 157
158. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • Other retail lending Non-credit impaired Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 33,209,970 882,803 1,464,922 172,724 35,730,419 Transfer to Stage 1 204,919 )202,037( )2,882( - - Transfer to Stage 2 )583,717( 631,526 )47,809( - - Transfer to Stage 3 )74,566( )45,895( 120,461 - - 2,552,025 673,193 )130,504( )4,990( 3,089,724 2021 Balance at 1 January 2021 Net change for the year Write-offs Balance as at 31 December 2021 - - )380,777( - )380,777( 35,308,631 1,939,590 1,023,411 167,734 38,439,366 Non-credit impaired 2020 Stage 1 Balance at 1 January 2020 Stage 2 Credit impaired Stage 3 1,461,519 Transfer to Stage 1 95,390 )88,320( )7,070( - - Transfer to Stage 2 )182,525( 217,576 )35,051( - - Transfer to Stage 3 )142,950( )57,473( 200,423 Net change for the year )315,764( )650,499( 735,842 - - )291,353( 33,209,970 882,803 1,464,922 Balance as at 31 December 2020 • 370,131 Total 33,755,819 Write-offs 862,131 POCI )197,407( 172,724 36,449,600 )427,828( )291,353( 35,730,419 Corporate and institutional lending Non-credit impaired 2021 Balance at 1 January 2021 Stage 1 Stage 2 Credit impaired Stage 3 POCI 89,805,599 24,634,505 4,472,301 Transfer to Stage 1 570,467 )570,467( - - - Transfer to Stage 2 )561,386( 587,366 )25,980( - - Transfer to Stage 3 )57( )10,598( 10,655 - - 11,586,747 145,717 328,291 )99,809( 11,960,946 Net change for the year Write-offs Balance as at 31 December 2021 - - )938,984( 101,401,370 24,786,523 3,846,283 Non-credit impaired 2020 Balance at 1 January 2020 Stage 1 Stage 2 3,704,746 Total 3,604,937 122,617,151 )938,984( 133,639,113 Credit impaired Stage 3 POCI 95,746,566 15,354,378 4,199,973 Transfer to Stage 1 84,075 )84,065( )10( - - Transfer to Stage 2 )892,970( 892,970 - - - Transfer to Stage 3 Net change for the year Write-offs Balance as at 31 December 2020 S A B B | Annual Report 20 21 3,858,563 Total 119,159,480 )255( )351,690( 351,945 - - )5,131,817( 8,822,912 371,924 )153,817( 3,909,202 )451,531( - )451,531( 89,805,599 24,634,505 4,472,301 3,704,746 122,617,151
159. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December c) Movement in provision for expected credit losses The following table shows reconciliations from the opening to the closing balance of the provision for credit losses against loans and advances. Non-credit impaired Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 843,299 2,450,978 3,828,366 52,818 7,175,461 Transfer to Stage 1 31,154 )26,012( )5,142( - - Transfer to Stage 2 )15,813( 57,350 )41,537( - - Transfer to Stage 3 )2,284( )19,026( 21,310 - - )345,334( 1,019,261 )124,861( 55,194 604,260 - - )1,077,482( - )1,077,482( 511,022 3,482,551 2,600,654 108,012 6,702,239 Non-credit impaired Credit impaired 2021 Balance at 1 January 2021 Net re-measurement of loss allowance Write-offs Balance as at 31 December 2021 2020 Stage 1 Stage 2 Stage 3 POCI Total 644,297 2,156,103 3,142,098 60,502 6,003,000 Transfer to Stage 1 38,332 )31,938( )6,394( - - Transfer to Stage 2 )7,856( 28,552 )20,696( - - Transfer to Stage 3 )5,400( )35,293( 40,693 - - 173,926 333,554 1,124,194 )7,684( 1,623,990 Balance at 1 January 2020 Net re-measurement of loss allowance Write-offs Balance as at 31 December 2020 • - - )451,529( - )451,529( 843,299 2,450,978 3,828,366 52,818 7,175,461 Credit cards Non-credit impaired Stage 2 Stage 3 150,840 39,065 44,799 - 234,704 Transfer to Stage 1 5,467 )2,026( )3,441( - - Transfer to Stage 2 )6,723( 9,817 )3,094( - - 2021 Balance at 1 January 2021 Transfer to Stage 3 Stage 1 Credit impaired POCI Total )1,402( )1,530( 2,932 - - Net re-measurement of loss allowance )60,627( )3,141( )7,117( - )70,885( Balance as at 31 December 2021 87,555 42,185 34,079 - 163,819 Non-credit impaired 2020 Balance at 1 January 2020 Credit impaired Stage 1 Stage 2 Stage 3 POCI 175,501 53,107 47,319 - Total 275,927 Transfer to Stage 1 6,486 )4,062( )2,424( - - Transfer to Stage 2 )3,280( 5,118 )1,838( - - Transfer to Stage 3 )3,574( )3,290( 6,864 - - )24,293( )11,808( )5,122( - )41,223( 150,840 39,065 44,799 - 234,704 Net re-measurement of loss allowance Balance as at 31 December 2020 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 159
160. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • Other retail lending Non-credit impaired 2021 Balance at 1 January 2021 Stage 1 Credit impaired Stage 2 Stage 3 POCI Total 369,082 164,100 772,765 52,818 1,358,765 Transfer to Stage 1 23,324 )21,623( )1,701( - - Transfer to Stage 2 )5,373( 30,805 )25,432( - - Transfer to Stage 3 )882( )17,001( 17,883 - - )178,471( 25,082 )338,991( 17,230 )475,150( - - )138,498( - )138,498( 207,680 181,363 286,026 70,048 745,117 Net re-measurement of loss allowance Write-offs Balance as at 31 December 2021 Non-credit impaired 2020 Balance at 1 January 2020 Stage 1 Credit impaired Stage 2 Stage 3 POCI Total 338,890 214,286 576,169 60,502 1,189,847 Transfer to Stage 1 23,338 )19,368( )3,970( - - Transfer to Stage 2 )2,045( 20,903 )18,858( - - Transfer to Stage 3 )1,817( )17,449( 19,266 - - Net re-measurement of loss allowance 10,716 )34,272( 200,158 )7,684( 168,918 369,082 164,100 772,765 52,818 1,358,765 Balance as at 31 December 2020 • Corporate and institutional lending Non-credit impaired 2021 Balance at 1 January 2021 Stage 1 Stage 2 323,377 2,247,813 Transfer to Stage 1 2,363 Transfer to Stage 2 )3,717( Transfer to Stage 3 Net re-measurement of loss allowance Write-offs Balance as at 31 December 2021 Balance at 1 January 2020 )2,363( - - - 16,728 )13,011( - - - )495( 495 - - )106,236( 997,320 221,247 37,964 1,150,295 - - )938,984( - )938,984( 215,787 3,259,003 2,280,549 37,964 5,793,303 Stage 1 Stage 2 Transfer to Stage 1 8,508 )8,508( Transfer to Stage 2 )2,531( 2,531 Transfer to Stage 3 )9( )14,554( 187,503 Balance as at 31 December 2020 S A B B | Annual Report 20 21 Total 5,581,992 1,888,710 Write-offs POCI - 129,906 Net re-measurement of loss allowance Stage 3 3,010,802 Non-credit impaired 2020 Credit impaired Credit impaired Stage 3 2,518,610 POCI Total - 4,537,226 - - - - - - 14,563 - - 379,634 929,158 - 1,496,295 - - )451,529( - )451,529( 323,377 2,247,813 3,010,802 - 5,581,992
161. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December d) Economic sector risk concentrations for the loans and advances are as follows: 2021 Government and quasi government Finance Agriculture and fishing Performing Nonperforming POCI Provision for expected credit losses Loans and advances, net 806,152 - - )121( 806,031 9,666,903 - - )27,088( 9,639,815 642,292 - 241 )6,166( 636,367 24,081,921 558,920 616,579 )1,610,878( 23,646,542 3,690,721 - 3,445 )6,900( 3,687,266 12,741,942 - 390,663 )86,126( 13,046,479 9,565,209 1,197,507 954,590 )1,492,872( 10,224,434 Commerce 37,958,959 1,595,261 1,346,666 )2,091,186( 38,809,700 Transportation and communication 14,015,286 5,970 4,388 )35,671( 13,989,973 9,629,580 230,523 119,675 )404,910( 9,574,868 39,865,654 586,126 167,824 )908,936( 39,710,668 3,610,955 36,075 168,690 )31,385( 3,784,335 166,275,574 4,210,382 3,772,761 )6,702,239( 167,556,478 Manufacturing Mining and quarrying Electricity, water, gas, and health services Building and construction Services Credit cards and other retail lending Others Total 2020 Performing Nonperforming POCI Provision for expected credit losses Loans and advances, net Government and quasi government 2,513,348 - - )2,549( 2,510,799 Finance 6,458,727 - - )127,259( 6,331,468 773,792 - 241 )3,283( 770,750 20,057,230 585,649 744,779 )1,590,568( 19,797,090 3,492,216 - 5,545 )11,618( 3,486,143 Electricity, water, gas, and health services 11,408,706 138,335 437,798 )209,460( 11,775,379 Building and construction 10,289,552 1,474,209 922,083 )1,274,090( 11,411,754 Commerce 36,651,733 1,795,746 1,302,608 )1,915,999( 37,834,088 Transportation and communication 13,077,874 24,912 4,955 )70,301( 13,037,440 Agriculture and fishing Manufacturing Mining and quarrying Services Credit cards and other retail lending Others Total 7,791,595 211,628 117,311 )336,458( 7,784,076 36,512,236 1,116,293 172,859 )1,593,469( 36,207,919 2,136,572 30,581 169,426 )40,407( 2,296,172 151,163,581 5,377,353 3,877,605 )7,175,461( 153,243,078 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 161
162. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December e) The following table sets out information about the credit quality of loans and advances. The amounts in the table represent gross carrying amounts. 2021 Stage 1 Stage 2 Strong 25,076,909 Good 60,438,677 Satisfactory 15,885,784 Unrated 37,321,478 2,063,086 Special mention - 8,788,395 Non-performing - - 138,722,848 26,849,609 4,913,499 Total - Stage 3 POCI Total - - 25,076,909 2,711,022 22 - 63,149,721 13,287,106 28,035 - 29,200,925 481,090 - 39,865,654 193,970 - 8,982,365 4,210,382 3,772,761 7,983,143 3,772,761 174,258,717 Stage 1 Stage 2 Stage 3 POCI Total Strong 23,415,171 - - - 23,415,171 Good 52,094,570 1,550,408 15,012 - 53,659,990 Satisfactory 14,263,176 17,326,944 1,027 - 31,591,147 Unrated 35,151,389 945,974 414,873 - 36,512,236 32,682 5,757,153 195,202 - 5,985,037 5,377,353 3,877,605 9,254,958 6,003,467 3,877,605 160,418,539 2021 Special mention Non-performing Total - - 124,956,988 25,580,479 Strong: Financial status, capitalisation, earnings, liquidity, cash generation and management will all be of highest quality. A strong capacity to meet longer-term and short-term financial commitments. Good: Financial condition exhibits no major adverse trends prevalent. Capacity to meet medium and short-term financial commitments is considered fair, but more sensitive to external changes or market conditions. Satisfactory: A counterparty whose financial position is average but not strong. The overall position will not be causing any immediate concern, but more regular monitoring will be necessary as a result of susceptibilities to external changes or market conditions. Unrated: Represents performing retail loans and advances that are not rated. Special mention: Financial condition weak and capacity, or inclination, to repay, is in doubt. The financial status of the borrower requires close monitoring and ongoing assessment. Non-performing: A counterparty who is classified as in default or as POCI S A B B | Annual Report 20 21
163. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December f) Shariah-compliant loans Included in loans and advances, net are the following Shariah-compliant products: Tawaruq Murabaha Ijara / others Total 2021 2020 113,013,915 91,174,726 7,684,645 5,565,020 11,412,338 19,915,008 132,110,898 116,654,754 g) Collateral The Group in the ordinary course of lending activities holds collateral as security to mitigate credit risk in the loans and advances. This collateral mostly includes time, demand, and other cash deposits, financial guarantees, local and international equities, real estate, and other fixed assets. The collateral is held against commercial and consumer loans and are managed against relevant exposures at their net realisable values. For financial assets that are credit impaired at the reporting period, quantitative information about the collateral held as security is needed to the extent that such collateral mitigates credit risk. As of 31 December 2021, the value of collateral held against those loans and advances amount to SAR 1,258 million (2020: SAR 1,728 million). 7. Investment in associates 2021 2020 HSBC Saudi Arabia Balance at beginning of the year 542,955 585,987 Share in earnings 139,572 79,870 Dividend received )99,168( )122,902( 583,359 542,955 76,277 74,211 )8,143( 2,066 Balance at end of the year Wataniya Balance at beginning of the year Share in earnings Reclassified to non-current assets held for sale 7 (a) Balance at end of the year Total Non-current assets classified as held for sale )68,134( - - 76,277 583,359 619,232 68,134 - Disposal proceeds of non-current assets during the year 79,894 - Gain on disposal of non-current assets 11,760 - - - 7 (a) Balance non-current assets classified as held for sale at 31 December 2021 7 (a) – Non-current assets classified as held for sale On 14 July 2021, SABB announced its strategic direction with respect to its holding in WIC which involved a plan to dispose of its 20% shareholding in WIC. The associated assets were consequently reclassified as “Non-Current Assets Classified as Held for Sale” and were disposed of during the fourth quarter of the current year. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 163
164. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 8. Property, equipment and right of use assets, net Leasehold Equipment, Land and improvements furniture, buildings and ROU and vehicles Cost: as at 1 January Additions / re-measurement Disposals As at 31 December Accumulated depreciation as at 1 January Charge for the year Disposals As at 31 December 2021 Total 2020 Total 1,664,315 1,842,240 856,280 4,362,835 4,302,387 9,202 )143,881( 48,509 )86,170( 192,981 )1,624( )78,874( )87,948( )168,446( )132,533( 1,671,893 1,619,485 816,841 4,108,219 4,362,835 422,560 829,267 689,823 1,941,650 1,643,153 18,532 180,630 81,473 280,635 343,934 )319( )76,014( )60,140( )136,473( )45,437( 440,773 933,883 711,156 2,085,812 1,941,650 1,231,120 685,602 105,685 2,022,407 1,241,755 1,012,973 166,457 Net book value As at 31 December 2021 As at 31 December 2020 2,421,185 Capital work in progress 1,223,760 748,242 Total 3,246,167 3,169,427 Cost Accumulated depreciation Net book value 1,155,102 )257,469( 897,633 )155,164( - )155,164( )77,846( 75,647 )2,199( - )133,010( )133,010( 922,092 )314,832( 607,260 Cost Accumulated depreciation Net book value The movement of ROU is as below: 2021 ROU Balance at beginning of the year Additions/ (re-measurement) Disposals Depreciation Balance as at 31 December 2021 2020 ROU Balance at beginning of the year 1,217,300 )118,493( 1,098,807 Additions/ (re-measurement) )27,767( - )27,767( Disposals )34,431( 18,042 )16,389( - )157,018( )157,018( 1,155,102 )257,469( 897,633 Depreciation Balance as at 31 December 2020 S A B B | Annual Report 20 21
165. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 9. Goodwill and other intangibles Intangibles are comprised of the following: 2021 2020 Amounts arising from acquisition of AAB: Goodwill 8,778,091 8,778,091 Other intangibles 1,631,407 1,787,484 13,806 13,806 317,507 403,155 10,740,811 10,982,536 Goodwill arising from acquisition of SABB Takaful Software Total Goodwill Customer relationship Software - PCCR Core deposit intangible Brand 1,875,400 75,000 2021 Total 2020 Total Cost As at 1 January 16,209,673 791,123 71,200 19,022,396 18,751,300 Additions - 174,261 - - - 174,261 315,365 Disposals / written off - )187,044( - - - )187,044( )44,269( As at 31 December 16,209,673 778,340 71,200 1,875,400 75,000 19,009,613 19,022,396 Accumulated impairment / amortization 7,417,776 387,968 10,680 200,936 22,500 8,039,860 289,235 Charge for the year As at 1 January - 185,692 7,120 133,957 15,000 341,769 333,724 Impairment loss - - - - - - 7,417,776 Disposals / written off - )112,827( - - - )112,827( )875( As at 31 December 7,417,776 460,833 17,800 334,893 37,500 8,268,802 8,039,860 8,791,897 317,507 53,400 1,540,507 37,500 10,740,811 8,791,897 403,155 60,520 1,674,464 52,500 Net book value As at 31 December As at 31 December 10,982,536 Impairment testing of goodwill The goodwill acquired through business combination is reviewed annually for impairment. At each reporting period, an assessment is made for indicators of impairment. If indicators exist, an impairment test is required. The impairment test compares the estimated recoverable amount of the Group’s CGUs that carry goodwill, as determined through a Value-InUse (VIU) model, with the carrying amount of net assets of each CGU. The goodwill has been allocated to the following cash-generating units: • • • • Retail banking Corporate and institutional banking Treasury Others D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 165
166. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Key assumptions used to value-in-use calculation The recoverable amount of the cash-generating units has been determined based on a value in use calculation. The VIU model used projected cash flows in perpetuity through a five-year forward period of projections, and thereafter applying a (long-term) terminal growth rate. The calculation of VIU in the CGUs is mainly driven by the following assumptions: • • • • • • • Economic outlook, notably the projected nominal Gross Domestic Product (“GDP”); Discount rates; Long term growth rates; Benchmark interest rates and net special commission income margins; Future cost of risk from expected credit losses Local inflation rates; and Target Capital ratio and profit retention The following key assumptions were used in the calculation of the VIU: • Discount rate of 9.42%, which is derived using a capital asset pricing model and comparing it with cost of capital rates produced by external sources. • Long term asset growth rate of 4.0%, derived from economists’ forecasts of nominal GDP for KSA, applied to projected periods beyond 2026. • Long-term profit growth rate of 5.5%, derived from economists’ forecasts of nominal GDP for KSA adjusted for expected changes in benchmark interest rates and sector growth rates over time, applied to projected periods beyond 2026. Key assumptions used in impairment testing for goodwill The calculation of value in use in the cash-generating units is most sensitive to the following assumptions: • • • • interest margins; discount rates; projected growth rates used to extrapolate cash flows beyond the projection period; and current local Gross Domestic Product (‘GDP’) Interest margins Interest margins are based on prevailing market rates at the start of the budget period. These are changed over the budget period for anticipated market conditions. Discount rates Discount rates reflect management’s estimate of Return on Capital Employed (‘ROCE’) required in each business. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals. Discount rates are calculated by using a capital asset pricing model. S A B B | Annual Report 20 21
167. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Projected growth rate, GDP, and local inflation rates At 31 December 2021, the Goodwill impairment test determined there was no impairment required to any of the CGUs and goodwill is allocated to the following CGUs: Goodwill allocated Cash generating units (CGUs) 2021 Retail banking 4,649,572 Corporate and institutional banking 771,772 Treasury 3,356,747 Others 13,806 The forecast cash flows have been discounted using the discount rate mentioned above. A 1% point increase in the discount rate or decrease in the terminal growth rate keeping other factors constant would reduce the recoverable amount of the CGUs as mentioned in the table below: 31 December 2021 Impact on the recoverable amount of CGUs 1% increase in discount rate (SAR million) 1% decrease in terminal growth rate (SAR million) Retail banking )6,685( )5,936( Corporate and institutional banking )9,944( )8,796( Treasury )4,638( )4,082( Cash generating units (CGUs) 31 December 2020 Impact on the recoverable amount of CGUs Cash generating units (CGUs) 1% increase in discount rate (SAR million) 1% decrease in terminal growth rate (SAR million) Retail banking )3,655( )3,089( Corporate and institutional banking )6,625( )5,572( Treasury )3,138( )2,625( 10. Other assets Accounts receivable Advance tax Others Total 2021 2020 1,570,233 1,432,492 64,021 139,918 1,718,832 2,517,762 3,353,086 4,090,172 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 167
168. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 11. Derivatives In the ordinary course of business, the Group uses the following derivative financial instruments for both trading and hedging purposes: a) Forwards and futures Forwards and futures are contractual agreements to either buy or sell a specified currency, commodity or financial instrument at a specified price and date in the future. Forwards are customised contracts transacted in the over-the-counter market. Foreign currency and special commission rate futures are transacted in standardised amounts on regulated exchanges, and changes in futures contract values are settled daily. b) Options Options are contractual agreements under which the seller (writer) grants the purchaser (holder) the right, but not the obligation, to either buy or sell at a fixed future date or at any time during a specified period, a specified amount of a currency, commodity, or financial instrument at a predetermined price. c) Swaps Swaps are commitments to exchange one set of cash flows for another. For special commission rate swaps, counterparties generally exchange fixed and floating rate special commission payments in a single currency without exchanging principal. For currency swaps, fixed special commission payments and principal are exchanged in different currencies. For cross currency special commission rate swaps, principal, fixed and floating special commission payments are exchanged in different currencies. d) Forward rate agreements Forward rate agreements are over-the-counter negotiated special commission rate contracts that call for a cash settlement for the difference between a contracted special commission rate and the market rate on a specified future date, based on a notional principal for an agreed period of time. Risk-related adjustments Bid-offer: IFRS 13 requires use of the price within the bid-offer spread that is most representative of fair value. Valuation models will typically generate mid-market values. The bid-offer adjustment reflects the extent to which bid-offer cost would be incurred if substantially all residual net portfolio market risks were closed using available hedging instruments or by disposing of or unwinding the position. Credit valuation adjustment (‘CVA’): The credit valuation adjustment is an adjustment to the valuation of OTC derivative contracts to reflect within fair value the possibility that the counterparty may default and that SABB may not receive the full market value of the transactions. Debit valuation adjustment (‘DVA’): The debit valuation adjustment is an adjustment to the valuation of OTC derivative contracts to reflect within fair value the possibility that SABB may default, and that SABB may not pay the full market value of the transactions. Credit valuation adjustment/debit valuation adjustment methodology: SABB calculates a separate CVA and DVA for each counterparty to which the entity has exposure. SABB calculates the CVA by applying the probability of default (‘PD’) of the counterparty conditional on the non-default of SABB to the expected positive exposure to the counterparty and multiplying the result by the loss expected in the event of default. Conversely, SABB calculates the DVA by applying the PD of SABB, conditional on the non-default of the counterparty, to the expected positive exposure of the counterparty to SABB and multiplying by the loss expected in the event of default. Both calculations are performed over the life of the potential exposure. S A B B | Annual Report 20 21
169. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Derivatives held for trading purposes Most of the Group’s derivative trading activities relate to sales, positioning, and arbitrage. Sales activities involve offering products to customers in order, inter alia, to enable them to transfer, modify or reduce current and future risks. Positioning involves managing market risk positions with the expectation of profiting from favourable movements in prices, rates, or indices. Arbitrage involves identifying, with the expectation of profiting from price differentials between markets or products. Derivatives held for hedging purposes The Group has adopted a comprehensive system for the measurement and management of risk (see note 30 – financial risk management, note 31 - market risk and note 32 - liquidity risk). Part of the risk management process involves managing the Group’s exposure to fluctuations in foreign exchange and special commission rates to reduce its exposure to currency and special commission rate risks to acceptable levels, as determined by the Board of Directors within the guidelines issued by SAMA. The Board of Directors has established the levels of currency risk by setting limits on currency position exposures. Positions are monitored on a daily basis and hedging strategies are used to ensure that positions are maintained within the established limits. The Board of Directors has also established the levels of special commission rate risk by setting limits on special commission rate gaps for stipulated periods. Asset and liability special commission rate gaps are reviewed on a periodic basis and hedging strategies are used to maintain special commission rate gaps within the established limits. As part of its asset and liability management process, the Group uses derivatives for hedging purposes in order to adjust its exposure to currency and special commission rate risks. This is generally achieved by hedging specific transactions as well as by strategic hedging against overall statement of financial position exposures. Strategic hedging other than portfolio hedging does not qualify for hedge accounting and the related derivatives are accounted for as held for trading. The Group uses forward foreign exchange contracts and currency swaps to hedge against specifically identified currency risks. In addition, the Group uses special commission rate swaps to hedge against the special commission rate risk arising from specifically identified fixed special commission rate exposures. The Group also uses special commission rate swaps to hedge against the cash flow risk arising on certain floating rate exposures. In all such cases, the hedging relationship and objective, including the details of the hedged items and hedging instruments, are formally documented and the transactions are accounted for as fair value or cash flow hedges. Hedge effectiveness testing To qualify for hedge accounting, SABB requires that at the inception of the hedge and throughout its life, each hedge must be expected to be highly effective both prospectively and retrospectively, on an ongoing basis. The documentation of each hedging relationship sets out how the effectiveness of the hedge is assessed, and the method adopted by an entity to assess hedge effectiveness will depend on its risk management strategy. For prospective effectiveness, the hedging instrument must be expected to be highly effective in offsetting changes in fair value or cash flows attributable to the hedged risk during the period for which the hedge is designated, with the effectiveness range being defined as 80% to 125%. Hedge ineffectiveness is recognised in the consolidated statement of income ‘Income from FVSI financial instruments’. Sources of ineffectiveness: Possible sources of ineffectiveness are as follows: • difference between the expected and actual volume of prepayments, as the Group hedges to the expected repayment date taking into account expected prepayments based on past experience; • difference in the discounting between the hedge item and hedge instrument, as cash collateralized interest rate swaps are discounted using Overnight Indexed Swaps discount curves, which are not applied to the fixed rate mortgages; • hedging derivative with a non-zero fair value at the date of initial designation as a hedging instrument; • counter party credit risk which impacts the fair value of uncollateralized interest rate swaps but not the hedge items; and; • the effects of the forthcoming reforms to USD LIBOR, because these might take effect at a different time and have a different impact on the hedged item (the fixed-rate mortgages) and the hedging instrument (the derivatives used to hedge those mortgages). D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 169
170. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Cash flow hedges The Group is exposed to variability in future special commission cash flows on non-trading assets and liabilities which bear special commission income at a variable rate. The Group uses commission rate swaps as cash flow hedges to hedge these special commission rate risks. Below is the schedule indicating as at 31 December, the periods when the hedged cash flows are expected to occur and when they are expected to affect statement of income: Within 1 year 1-3 years 3-5 years Over 5 years 45,317 80,022 - - - - - - 45,317 80,022 - - Cash inflows (assets) 31,286 47,208 1,635 - Cash out flows (liabilities) )1,687( - - - 29,599 47,208 1,635 - 2021 Cash inflows (assets) Cash out flows (liabilities) Net cash inflow 2020 Net cash inflow The schedule reflects special commission income cash flows expected to arise on the hedged items in cash flow hedges based on the repricing profile of the hedged assets and liabilities. The tables below show the positive and negative fair values of derivative financial instruments held, together with their notional amounts as at 31 December, analysed by the term to maturity. The notional amounts, which provide an indication of the volumes of the transactions outstanding at the year end, do not necessarily reflect the amounts of future cash flows involved. These notional amounts, therefore, are neither indicative of the Group’s exposure to market risk nor credit risk, which is generally limited to the positive/negative fair value of the derivatives. S A B B | Annual Report 20 21
171. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Notional amounts by term to maturity Notional amount total Positive fair value Negative fair value Special commission rate swaps 569,913 )547,847( 39,331,182 1,861,895 Special commission rate options 424,607 )446,546( 13,311,790 Forward foreign exchange contracts 40,296 )34,585( 3,534,619 Currency options 14,900 )14,922( 1,059,600 263,779 734,793 61,028 - Currency swaps 6,456 )2,958( 4,650,000 1,500,000 562,500 2,587,500 - )457,949( 12,238,311 45,000 93,750 6,165,875 5,933,686 - 90,000 - - 90,000 - 2021 Within 3 months 3-12 months 1-5 years Over 5 years 7,776,179 15,119,118 14,573,990 1,495,549 5,738,468 1,577,773 4,500,000 1,652,726 1,880,998 895 - Derivatives held for trading: Derivatives held as fair value hedges: Special commission rate swaps 34,794 Derivatives held as cash flow hedges: Special commission rate swaps Currency swaps Total Fair values of netting arrangements 2,871 16,008 )9,785( 1,068,750 - 843,750 225,000 - 1,109,845 )1,514,592( 75,284,252 6,818,949 17,630,438 25,827,189 25,007,676 16,298 )768,729( Cash collateral, net )39,525( 1,190,713 Fair values after netting )23,227( 421,984 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 171
172. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Notional amounts by term to maturity Positive fair value Negative fair value Notional amount total Within 3 months 3-12 months 1-5 years Over 5 years Special commission rate swaps 1,172,441 )1,175,729( 38,492,765 1,106,388 5,199,257 20,929,295 11,257,825 Special commission rate options 677,038 )724,737( 16,791,558 476,120 3,097,608 7,967,830 5,250,000 Forward foreign exchange contracts 68,766 )68,162( 1,534,616 1,245,515 289,101 - - 2020 Derivatives held for trading: Currency options 1,852 )1,852( 645,893 153,968 403,480 88,445 - Currency swaps 15,418 )7,806( 3,825,000 375,000 300,000 3,150,000 - - )834,505( 10,110,416 93,750 487,500 6,057,125 3,472,041 18,581 )6,295( 90,000 - - 90,000 - Derivatives held as fair value hedges: Special commission rate swaps Derivatives held as cash flow hedges: Special commission rate swaps Currency swaps Total 7,210 - 1,031,250 - 712,500 318,750 - 1,961,306 )2,819,086( 72,521,498 3,450,741 10,489,446 38,601,445 19,979,866 27,278 )1,665,900( )29,775( 1,979,400 )2,497( 313,500 Fair values of netting arrangements Cash collateral, net Fair values after netting The Group enters into structured currency option products with clients which involve one or more derivatives included in the structure. In such instances, the fair value of the individual structured product represents a net valuation of the underlying derivatives. The sum of all option notional included in each structure as of the reporting date is disclosed in the table above. Shariah approved derivative products as below. Notional amounts by term to maturity Positive fair value Negative fair value Special commission rate swaps 36,280 )11,517( 2,643,052 Special commission rate options 11,337 )71( )288( 2021 Notional Within 3 amount months 3-12 months 1-5 years Over 5 years 906 1,354,906 1,099,888 187,352 1,595,455 - 700,000 895,455 - 187,500 - - 187,500 - Derivatives held for trading: Derivatives held as cash flow hedges: Currency swaps Total S A B B | Annual Report 20 21 47,617 )11,876( 4,426,007 906 2,054,906 2,182,843 187,352
173. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Notional amounts by term to maturity Positive fair value Negative fair value Notional amount Within 3 months 3-12 months Special commission rate swaps 91,934 )19,878( 3,301,225 27,003 916,716 2,357,506 - Special commission rate options 22,102 )293( 1,977,923 - 469,308 1,508,615 - 227 - 187,500 - - 187,500 - 114,263 )20,171( 5,466,648 27,003 1,386,024 4,053,621 - 2020 1-5 Over years 5 years Derivatives held for trading: Derivatives held as cash flow hedges: Currency swaps Total The tables below show a summary of the hedged items, the nature of the risk being hedged, the hedging instruments and their fair values. Fair value Hedge inception value 13,004,457 12,238,311 Fair value Special commission rate swap 34,794 )457,949( 90,009 90,000 Cash flow Special commission rate swap 2,871 - 1,079,518 1,068,750 Cash flow Currency swap 16,008 )9,785( Fair value Hedge inception value Risk Hedging instrument 10,322,413 10,110,416 Fair value Special commission rate swap - )834,505( 89,999 90,000 Cash flow Special commission rate swap 18,581 )6,295( 1,028,107 1,031,250 Cash flow Currency swap 7,209 - 2021 Risk Hedging instrument Positive Negative fair value fair value Description of the hedged items: Fixed commission rate investments Floating commission rate investments Fixed commission rate investments 2020 Positive Negative fair value fair value Description of the hedged items: Fixed commission rate investments Floating commission rate investments Fixed commission rate investments D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 173
174. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The net gain on the hedging instruments for fair value hedges are SAR 411 million (2020: net losses of SAR 424 million). The net gains on the hedged item attributable to the hedged risk are SAR 554 million (2020: SAR 238 million). Approximately 49.8% (2020: 20%) of the positive fair value of the Bank’s derivatives are entered into with financial institutions and out of which 64.4% (2020: 15.7%) of the positive fair value contracts are with a single counterparty at the year end. The Group, as part of its derivative management activities, has entered into a master agreement in accordance with the International Swaps and Derivative Association (ISDA) directives. Under this agreement, the terms and conditions for derivative products purchased or sold by the SABB Group are unified. As part of the master agreement, a credit support annex (CSA) has also been signed. The CSA allows the Group to receive improved pricing by way of exchange of mark to market amounts in cash as collateral whether in favor of the Group or the counter party. For commission rate swaps entered into with European counterparties, the SABB Group and the European counterparty both comply with the European Market Infrastructure Regulation (EMIR). EMIR is a body of European legislation for the central clearing and regulation of Over the Counter (OTC) derivatives. The regulation includes requirements for reporting of derivatives contracts and implementation of risk management standards and establishes common rules for central counterparties and trade repositories. Accordingly, all such standardized OTC derivatives contracts are traded on exchanges and cleared through a Central Counter Party (CCP) through netting arrangements and exchanges of cash to reduce counter party credit and liquidity risk. The positive and negative fair values of derivatives including CSA and EMIR cash margins have been netted/offset when there is a legally enforceable right to set off the recognized amounts and when the Group intends to settle on a net basis, or to realize the assets and settle the liability simultaneously. 12. Due to banks and other financial institutions 2021 2020 Current accounts 2,207,878 2,559,207 Money market deposits 3,320,892 5,596 567,906 567,906 8,566,990 14,488,247 14,663,666 17,620,956 2021 2020 152,966,149 134,240,503 Repo with banks Others Total Others represents government grants from SAMA. Also refer note 37. 13. Customers’ deposits Demand Time 30,443,041 51,636,767 Savings 2,051,920 1,829,933 Margin and others 1,299,502 1,402,937 186,760,612 189,110,140 Total S A B B | Annual Report 20 21
175. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The above deposits include the following deposits in foreign currency: Demand 2021 2020 16,354,307 12,442,367 4,967,825 4,597,935 30,614 27,620 234,808 170,582 21,587,554 17,238,504 Time Savings Margin and others Total Customers’ deposits include the following deposits under Shariah approved product contracts. Shariah-compliant deposits Demand Time Savings Margin and others Total 2021 2020 101,766,192 79,646,852 18,478,213 32,361,141 1,911,289 1,410,786 373,053 455,794 122,528,747 113,874,573 14. Debt securities in issue SAR 5 Billion 10 year Sukuk – 2020 SABB completed issuance of its SAR 5 billion Tier II Sukuk on 22 July 2020. The Sukuk issuance is under the Group’s local Sukuk Programme (the “Local Programme”) and is due in 2030, with SABB having an option to repay the Sukuk after 5 years, subject to prior approval of SAMA and terms and conditions of the Local Programme. The structure of the Sukuk was approved by SABB’s Shari’ah committee. The Sukuk is unsecured and was offered by way of private placement in the Kingdom of Saudi Arabia carrying effective special commission income at six months’ SAIBOR plus margin of 195 bps payable semi-annually. 15. Other liabilities 2021 2020 Accounts payable 4,530,176 2,976,103 Drawings payable 1,131,604 1,102,668 Dividends payable 58,549 183,986 End of service benefits (note 28) 706,978 803,426 Provision against loan commitments and financial guarantee contracts (note 20) 734,347 662,565 Lease liabilities 647,888 911,723 3,557,561 4,432,668 11,367,103 11,073,139 Others Total D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 175
176. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 16. Share capital The authorised, issued and fully paid share capital of SABB consists of 2,054,794,522 shares of SAR 10 each (2020: 2,054,794,522 shares of SAR 10 each). The ownership of the SABB’s share capital is as follows 2021 2020 HSBC Holdings B.V 31% 31% Other shareholders* 69% 69% *Other shareholders include both Saudi and non-strategic foreign shareholders. SABB paid an interim dividend of SAR 1,075 million as approved by the Board of Directors, to the shareholders from the net income of the Group for the first half of 2021. This resulted in a SAR 0.50 per share for Saudi shareholders’ net of Zakat (2020: Nil). The income tax of the foreign shareholders was deducted from their share of the dividends. 17. Statutory reserve During the year ended 31 December 2021, the Group has transferred, after the approval of shareholders at the Extra Ordinary General Assembly’s meeting, an amount of SAR 9.1 billion from the Share premium to statutory reserve, bringing the statutory reserve equal to the paid up Share capital of the Group. In accordance with the Banking Control Law of the Kingdom of Saudi Arabia, no further transfer of annual net income is required to Statutory reserve as its balance equals the paid up Share capital of the Group. The statutory reserve is not currently available for distribution. 18. Other reserves 2021 Balance at beginning of the year Net change in fair value Transfer to retained earnings Transfer to consolidated statement of income Sub total Cash flow hedges FVOCI Total 20,516 312,048 332,564 7,940 329,769 337,709 - )495,495( )495,495( )18,793( )62,815( )81,608( 9,663 83,507 93,170 Treasury shares )211,293( Employee share plan reserve 82,548 Re-measurement of defined benefit liability 5,636 Sub total )123,109( Balance as at 31 December 2021 2020 Balance at beginning of the year Net change in fair value Transfer to retained earnings Transfer to consolidated statement of income Sub total Treasury shares Employee share plan reserve Re-measurement of defined benefit liability Sub total Balance as at 31 December 2020 S A B B | Annual Report 20 21 )29,939( Cash flow hedges FVOCI Total 27,347 258,512 285,859 )4,964( 88,361 83,397 - )3,625( )3,625( )1,867( )31,200( )33,067( 20,516 312,048 332,564 )96,293( 88,555 111 )7,627( 324,937
177. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The discontinuation of hedge accounting during the year resulted in reclassification of the associated cumulative gains of SAR 18.8 million (2020: SAR 1.9 million) from consolidated statement of changes in equity to the consolidated statement of income included in the above numbers under cash flow hedges. 19. Restatement in non-controlling interest During the year, the Group amended the calculation for non-controlling interest in SABB Takaful Financial statements impacted Description Consolidated statement of financial position Retained earnings Consolidated statement of financial position Total equity attributable to Noncontrolling interest Consolidated statement of income Consolidated statement of income )49,891( 711,063 55,077 49,891 104,968 Net loss for the period after Zakat and income tax attributable to Non-controlling interest )35,455( 23,251 )12,204( Net loss for the period after Zakat and income tax attributable to equity holders of the Bank )4,132,141( )23,251( )4,155,392( )35,455( 23,251 )12,204( )4,097,971( )23,251( )4,121,222( )2.01( )0.01( )2.02( As previously reported Effect of 31 December 2019 restatement Restated – 31 December 2019 Total comprehensive loss Consolidated statement attributable to equity holders of of comprehensive income the Bank Financial statements impacted Restated – 31 December 2020 760,954 Total comprehensive loss Consolidated statement attributable to Non-controlling of comprehensive income interest Consolidated statement of income As previously reported Effect of 31 December 2020 restatement Basic and diluted losses per share (in SAR) Description Consolidated statement of financial position Retained earnings Consolidated statement of financial position Total equity attributable to Noncontrolling interest 4,901,004 )26,640( 4,874,364 90,532 26,640 117,172 20. Commitments and contingencies a) Legal proceedings There are no material outstanding legal matters against the Group. b) Capital commitments As at 31 December 2021, the Group has capital commitments of SAR 994.5 million (2020: SAR 878.5 million) in respect of land, buildings and equipment purchases.   D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 177
178. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December c) Credit related commitments and contingencies Credit related commitments and contingencies mainly comprise guarantees letters of credit acceptances and commitments to extend credit. Guarantees and standby letters of credit, which represent irrevocable assurances that the Group will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans and advances. Documentary letters of credit, which are written undertakings by the Group on behalf of a customer authorising a third party to draw drafts on the Group up to a stipulated amount under specific terms and conditions, are generally collateralized by the underlying shipments of goods to which they relate and therefore have significantly less risk. Acceptances comprise undertakings by the Group to pay bills of exchange drawn on customers. The cash requirement under these instruments is considerably less than the amount of the related commitment because the Group generally expects the customers to fulfil their primary obligation. Commitments to extend credit represent the unutilised portion of authorisations to extend credit, principally in the form of loans and advances, guarantees and letters of credit. With respect to credit risk on commitments to extend credit, the Group is potentially exposed to a loss in an amount equal to the total unutilised commitments. However, the likely amount of loss, which cannot readily be quantified, is expected to be considerably less than the total unutilised commitment as most commitments to extend credit are contingent upon customers maintaining specific credit standards. The total outstanding commitments to extend credit do not necessarily represent future cash requirements, as many of the commitments could expire or be terminated without being funded. Credit related commitments and contingencies are as follows: 2021 Stage 1 Stage 2 Stage 3 POCI Total Letters of credit 16,198,187 1,071,383 27,597 50,560 17,347,727 Letters of guarantee 60,479,102 8,190,612 1,440,987 1,883,095 71,993,796 1,448,655 338,972 96 - 1,787,723 - - 4,284,673 1,468,680 1,933,655 95,413,919 Acceptances Irrevocable commitments to extend credit Total 2020 4,044,096 240,577 82,170,040 9,841,544 Stage 1 Stage 2 Letters of credit 13,908,396 1,247,896 Letters of guarantee 55,770,431 8,546,379 2,316,644 744,637 Acceptances Irrevocable commitments to extend credit Total 3,969,165 219,348 75,964,636 10,758,260 Stage 3 POCI Total - 92,043 15,248,335 1,219,019 2,176,805 67,712,634 - 51,765 3,113,046 - - 4,188,513 1,219,019 2,320,613 90,262,528 The un-utilized portion of non-firm commitments, which can be revoked unilaterally at any time by the Group, is SAR 96,572 million (2020: SAR 77,009 million). The following table further explains changes in gross carrying amount of the credit related commitments and contingencies to help explain their significance to the changes in the loss allowance for the same portfolio. S A B B | Annual Report 20 21
179. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • Letters of credit Non-credit impaired 2021 Balance at 1 January 2021 Stage 1 Credit impaired Stage 2 Stage 3 POCI Total 13,908,396 1,247,896 - 92,043 15,248,335 Transfer to Stage 1 63,015 )63,015( - - - Transfer to Stage 2 )196,718( 196,718 - - - Transfer to Stage 3 Net change for the year Balance as at 31 December 2021 - - - - - 2,423,494 )310,216( 27,597 )41,483( 2,099,392 16,198,187 1,071,383 27,597 50,560 17,347,727 Non-credit impaired 2020 Balance at 1 January 2020 Credit impaired Stage 1 Stage 2 15,901,096 1,492,562 Stage 3 POCI Total 6,787 162,373 17,562,818 Transfer to Stage 1 465,000 )465,000( - - - Transfer to Stage 2 )237,127( 237,127 - - - Transfer to Stage 3 - - - - - )2,220,573( )16,793( )6,787( )70,330( )2,314,483( 13,908,396 1,247,896 - 92,043 15,248,335 Net change for the year Balance as at 31 December 2020 • Letters of guarantees Non-credit impaired 2021 Balance at 1 January 2021 Stage 1 Credit impaired Stage 2 Stage 3 POCI Total 1,219,019 2,176,805 67,712,634 55,770,431 8,546,379 Transfer to Stage 1 2,141,552 )2,141,452( )100( - - Transfer to Stage 2 )1,386,434( 1,387,034 )600( - - Transfer to Stage 3 Net change for the year Write-offs Balance as at 31 December 2021 )9,488( )104,546( 114,034 - - 3,963,041 503,197 124,089 )293,710( 4,296,617 - - )15,455( - )15,455( 60,479,102 8,190,612 1,440,987 1,883,095 71,993,796 Non-credit impaired 2020 Balance at 1 January 2020 Stage 1 Stage 2 74,774,803 7,752,440 Credit impaired Stage 3 POCI Total 1,558,202 2,234,429 86,319,874 Transfer to Stage 1 117,031 )117,031( - - - Transfer to Stage 2 )3,687,672( 3,687,672 - - - Transfer to Stage 3 )23,566( )294,843( 318,409 - - Net change for the year )15,410,165( )2,481,859( )657,592( )57,624( )18,607,240( Balance as at 31 December 2020 55,770,431 8,546,379 1,219,019 2,176,805 67,712,634 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 179
180. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December • Acceptances Non-credit impaired 2021 Balance at 1 January 2021 Stage 1 Credit impaired Stage 2 Stage 3 POCI Total 2,316,644 744,637 - 51,765 3,113,046 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 Net change for the year Balance as at 31 December 2021 - - - - - )867,989( )405,665( 96 )51,765( )1,325,323( 1,448,655 338,972 96 - 1,787,723 Non-credit impaired 2020 Balance at 1 January 2020 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 2,923,447 420,773 382 33,931 3,378,533 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 - - - - - )606,803( 323,864 )382( 17,834 )265,487( 2,316,644 744,637 - 51,765 3,113,046 Net change for the year Balance as at 31 December 2020 • Irrevocable commitments to extend credit Non-credit impaired 2021 Balance at 1 January 2021 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 3,969,165 219,348 - - 4,188,513 Transfer to Stage 1 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 Net change for the year Balance as at 31 December 2021 - - - - - 74,931 21,229 - - 96,160 4,044,096 240,577 - - 4,284,673 Non-credit impaired 2020 Balance at 1 January 2020 Transfer to Stage 1 Credit impaired Stage 1 Stage 2 Stage 3 POCI Total 5,907,107 179,584 - - 6,086,691 - - - - - Transfer to Stage 2 - - - - - Transfer to Stage 3 - - - - - Net change for the year )1,937,942( 39,764 - - )1,898,178( Balance as at 31 December 2020 3,969,165 219,348 - - 4,188,513 S A B B | Annual Report 20 21
181. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The following table shows reconciliations of the provision for expected credit losses against loan commitments and financial guarantee contracts: 2021 Stage 1 Stage 2 Stage 3 POCI Total Balance at 1 January 2021 38,855 136,654 487,056 - 662,565 Transfer to 12 month ECL 1,747 )1,747( - - Transfer to lifetime ECL not credit impaired )605( 905 )300( - )3( )1,996( 1,999 - 22,061 137,318 )73,711( 1,569 87,237 - - )15,455( - )15,455( Balance as at 31 December 2021 62,055 271,134 399,589 1,569 734,347 2020 Stage 1 Stage 2 Stage 3 POCI Total Balance at 1 January 2020 28,129 126,322 481,614 - 636,065 Transfer to lifetime ECL credit impaired Net charge for the year Write-offs Transfer to 12 month ECL Transfer to lifetime ECL not credit impaired Transfer to lifetime ECL credit impaired Net charge for the year Balance as at 31 December 2020 1,546 )1,426( )120( - - )2,051( 2,051 - - - )350( )2,002( 2,352 - - 11,581 11,709 3,210 - 26,500 38,855 136,654 487,056 - 662,565 d) The analysis of credit related commitments and contingencies by counterparty is as follows: Government and quasi government 2021 2020 5,903,981 3,564,876 Corporate 73,221,605 70,926,256 Banks and other financial institutions 16,269,972 15,740,274 18,361 31,122 95,413,919 90,262,528 Others Total D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 181
182. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The following table sets out information about the credit quality of commitments and contingencies. The amounts in the table represent gross carrying amounts. 2021 Stage 1 Strong 33,302,309 Good Stage 2 Stage 3 POCI Total - - - 33,302,309 41,615,682 694,142 15,455 - 42,325,279 7,252,049 6,345,984 22,687 - 13,620,720 Special mention - 2,801,418 37,508 - 2,838,926 Non-performing - - 1,393,030 1,933,655 3,326,685 82,170,040 9,841,544 1,468,680 1,933,655 Satisfactory Total 2020 Stage 1 Stage 2 Stage 3 27,203,920 85,346 Good 40,458,248 2,228,411 - - 42,686,659 8,241,700 6,063,179 - - 14,304,879 60,768 2,381,324 - - 2,442,092 Special mention Non-performing Total - Total Strong Satisfactory - POCI 95,413,919 27,289,266 - - 1,219,019 2,320,613 3,539,632 75,964,636 10,758,260 1,219,019 2,320,613 90,262,528 21.Net special commission income and expense 2021 2020 Special commission income Investments FVOCI Held at amortised cost Due from banks and other financial institutions Loans and advances 205,825 239,219 1,102,683 1,192,701 1,308,508 1,431,920 85,862 78,073 4,993,012 6,301,582 6,387,382 7,811,575 Due to banks and other financial institutions )219,146( )151,697( Customers’ deposits )275,176( )656,711( Debt securities in issue )142,352( )96,091( )24,776( )34,370( Total Special commission expense Others Total Net special commission income S A B B | Annual Report 20 21 )661,450( )938,869( 5,725,932 6,872,706
183. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Special commission income includes income from Shariah-compliant investments and loans and advances contracts and special commission expense includes expense from Shariah-compliant customer deposits as follows: 2021 2020 Special commission income Investments FVOCI / Sukuk 141,131 166,079 Held at amortised cost / Sukuk 899,789 718,974 1,040,920 885,053 2,796,305 3,299,425 285,449 295,498 Total Loans and advances Tawaruq Murabaha Others Total 501,018 1,041,842 3,582,772 4,636,765 )123,314( )438,513( )18,546( )9,919( )141,860( )448,432( Special commission expense Customers’ deposits Murabaha Others Total 22. Net Fees and commission income 2021 2020 36,222 31,965 Trade finance 656,742 674,994 Corporate finance and advisory 103,581 141,039 1,209,323 859,130 443,127 406,780 2,448,995 2,113,908 2021 2020 Fee and commission income: Fund management fees Card products Other banking services Total fee and commission income Fee and commission expense: Card products Custodial services Other banking services Total fee and commission expense Net fees and commission income )1,138,331( )780,959( )1,438( )5,782( )119,516( )44,016( )1,259,285( )830,757( 1,189,710 1,283,151 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 183
184. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 23. Income from FVSI financial instruments, net 2021 2020 Foreign exchange income, net 79,733 87,184 Derivatives 76,216 49,480 6,011 20,370 Debt securities Others Total 1,217 1,171 163,177 158,205 24. Salaries and employee related expenses The following table summarises the Group’s employee categories defined in accordance with SAMA’s rules on compensation practices and includes the total amounts of fixed and variable compensation paid to employees during the years ended 31 December 2021 and 31 December 2020, and the forms of such payments. 2021 Number of Fixed employees* compensation Category Senior executives requiring SAMA no objection 43 )51,395( Variable compensation paid Cash Shares Total )21,358( )4,114( )25,472( Employees engaged in risk taking activities 740 )471,415( )94,783( )13,184( )107,967( Employees engaged in control functions 386 )116,780( )21,077( )148( )21,225( 3,355 )725,358( )69,505( )390( )69,895( )76,038( )17,177( - )17,177( Other employees Outsourced employees Total 592 5,116 Variable compensation accrued in 2021 )69,884( Total salaries and employee related expenses )1,760,091( Number of Fixed employees* compensation Category Senior executives requiring SAMA no objection )17,836( )241,736( )249,221( Other employee related benefits ** 2020 )1,440,986( )223,900( Variable compensation paid Cash Shares Total 44 )51,538( )24,701( )7,427( )32,128( Employees engaged in risk taking activities 699 )348,780( )87,198( )11,057( )98,255( Employees engaged in control functions 407 )109,301( )18,949( )134( )19,083( 3,391 )652,057( )59,834( )496( )60,330( )81,196( )16,194( - )16,194( Other employees Outsourced employees Total 747 5,288 )1,242,872( )206,876( Variable compensation accrued in 2020 )308,815( Other employee related benefits ** )295,210( Total salaries and employee related expenses )19,114( )225,990( )1,846,897( * Represent all employees who worked for the Group and were compensated during the year 2021 or 2020, whether they are still active or no longer employed by the Group. ** Other employee related benefits include insurance premium paid, GOSI contribution, recruitment expenses and certain other non-recurring employee related costs. S A B B | Annual Report 20 21
185. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Senior executives (requiring SAMA no objection): This comprises senior management having responsibility and authority for formulating strategies, directing and controlling the activities of the Group whose appointment requires no objection from SAMA. This covers the Managing Director and other executives directly reporting to him. Employees engaged in risk taking activities: This comprises of management staff within the business lines (Corporate, Trade Services, Private Banking and Treasury employees), who are responsible for executing and implementing the business strategy on behalf of the Group. This also includes those involved in recommending and evaluating credit limits and credit worthiness, pricing of loans, undertaking and executing business proposals and treasury dealing activities. Employees engaged in control functions: This refers to employees working in divisions that are not involved in risk taking activities but engaged in review functions (Risk Management, Compliance, Internal Audit, Treasury Operation, Amanah Islamic Banking Services, Finance and Accounting). These functions are fully independent from risk taking units. Other employees: This includes all other employees of the Group, excluding those already reported under categories mentioned above. Outsourced employees: This includes staff employed by various agencies who supply services to the Group on a full-time basis in non-critical roles. None of these roles require risk undertaking or control. Compensation disclosure for the annual consolidated financial statements SAMA being the Banking industry regulator for the Kingdom of Saudi Arabia has issued its Rules on compensation practices. In compliance with the SAMA rules on compensation practices, a compensation policy endorsed by Nomination and Remuneration Committee and approved by the Board of Directors has been formulated and implemented. SABB compensation policy i. Policy objectives The policy sets the guidelines as to how both fixed and variable pay will be managed at SABB. The scope of policy covers the following: all categories of employees; its subsidiaries; all compensation elements; key determinants of compensation; approval process; reporting processes; bonus deferral process; share retention and relevant stakeholder’s roles and responsibilities. The objectives of the policy are to: align the reward practices with the Group’s strategy and values so as to support the successful execution of the strategy in a risk compliant manner; offer an attractive employee value proposition to attract, retain and motivate competent and committed people; and ensure the financial sustainability of SABB. ii. Compensation structure SABB’s compensation operates on a Total Package basis that is benchmarked to market data from peers in the appropriate industry. Total Package comprises of the following blend of fixed and variable compensation elements: salaries, allowances; benefits; annual bonuses; short-term incentives; and long-term incentives. iii. Performance management system The performance of all employees is evaluated against agreed targets using a Performance Scorecard methodology, financial, customer, process, and people. A calibration process is applied to ensure fair and equitable performance evaluation. The performance management methodology at SABB focuses on the differentiation of individual performance and drives the variable reward strategy which encourages high performance within a risk compliant manner. iv. Risk-adjustment for variable pay schemes The Group has reviewed all its variable pay schemes, with the assistance of external remuneration consultants, to ensure that any bonus pay pools have taken into account all relevant risks. The determination of bonus pools is based on appropriate performance factors adjusted for risk. The bonus pool for the Control functions have been ring fenced from short-term profits in alignment with SAMA regulations. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 185
186. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December v. Bonus deferral Bonus deferral in the form of equity applies to all employees who are either subject to SAMA ‘No Objection’ and /or undertake or control significant risk undertaking by the Group. Bonuses of all these employees will be subject to deferral over a 3 year vesting period. The vesting will be subject to malus conditions. vi. Nomination and Remuneration Committee The Nomination and Remuneration Committee has oversight of the remuneration structures and policies for all employees to ensure that: all performance based bonuses are adjusted for risk, compensation structures are regulatory compliant, and effective in achieving its stated objectives. a) Share based bonus payments The Group has Share Based Equity settled Bonus payment plans outstanding at the end of the year. Under the terms of these plans, SABB’s eligible employees are offered shares at a predetermined price. At the vesting dates determined under the terms of the plan, SABB delivers the underlying allotted shares to the employees, subject to the satisfactory completion of the vesting conditions.   The cost of the plans is recognised over the period in which the service condition is fulfilled, ending on the date on which the relevant employees become fully entitled to the shares (‘the vesting date’). The cumulative expense recognised for these plans at each reporting date until the vesting date, reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The Group has currently two Share Based Equity Plan, under which the grant for the Bonus Deferral Program was made at various dates during 2019, 2020 and 2021 with a maturity period of three years from the respective grant dates and shares vesting is 33%, 33% and 34% for the first, second and third year respectively. As for the LTIP with a maturity of four years of the respective grant date and shares vesting is 30%, 20% and 40%, with remaining as cash rewards. As per the settlement method, the ownership of these shares will pass to the employees at the respective vesting dates, subject to satisfactory completion of the vesting conditions. The movement in the number of shares under Share Based Equity settled Bonus payment plans is as follows: Number of shares 2021 2020 1,085,913 1,462,631 )109,698( )294,009( Exercised / Expired )485,447( )819,241( Granted during the year 4,100,543 736,532 4,591,311 1,085,913 Beginning of the year Forfeited End of the year The weighted average price of shares granted during the year was SAR 27.8 (2020: SAR 25.3). Total treasury shares held by the Group as at 31 December 2021 were 4,591,311 shares (2020: 1,850,154 shares). 25. Basic and diluted earnings / (losses) per share Basic and diluted earnings / (losses) per share for the years ended 31 December 2021 and 2020 are calculated by dividing the net income / (loss) after Zakat and income tax for the years by the weighted average number of shares 2,055 million (2020: 2,055 million) outstanding during the year. 26. Zakat and income tax The Zakat base computed in accordance with the formula specified in the Zakat Regulations is also subject to thresholds for minimum and maximum liability. In addition, SABB is subject to pay corporate income tax to reflect the portion of the shareholder base that is non-Saudi. Corporate income tax is calculated at a rate of 20%, applied to the share of taxable income of the non-Saudi shareholders. S A B B | Annual Report 20 21
187. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December SABB Zakat and tax assessments 2019 & 2020 are still under ZATCA review. SABB tax assessments for the years from 2005 to 2009 & 2014 to 2018 have been finalized. AAB tax assessments for the years from 2007 to 2013 have been finalized. SABB has filed an appeal on the AAB tax assessments for the years from 2005 to 2006 which is currently pending with Tax Violation and Disputes Appellate Committee (“TVDAC”). The below table represents the movements in the current Zakat and income tax liability: 2021 2020 1,081,340 1,598,723 Provision for Zakat 425,210 126,952 Provision for income tax 181,113 95,373 Payment of Zakat and income tax liability )513,343( )739,708( Closing Zakat and income tax liability 1,174,320 1,081,340 Opening Zakat and income tax liability Charge for the year: Deferred tax Deferred income tax is provided using the liability method on temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. The following table shows the movement in deferred tax: 2021 2020 487,048 130,732 )94,758( 356,316 392,290 487,048 2021 2020 Property, equipment, RoU, goodwill and other intangibles 297,098 377,812 Deferred tax asset on provision for expected credit losses 1,427 2,004 93,765 107,232 392,290 487,048 Opening deferred tax asset (Provision) / reversal for deferred tax Closing deferred tax asset The deferred tax included in these financial statements comprise of the following: Other liabilities Total D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 187
188. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 27. Cash and cash equivalents Cash and cash equivalents included in the consolidated statement of cash flows comprise the following: 2021 2020 Cash and balances with SAMA excluding the statutory deposit amounting to SAR 12,064 million (2020: SAR 11,684 million) (note 3) 2,845,831 24,765,715 Due from banks and other financial institutions with an original maturity of three months or less from date of the acquisition 5,697,717 4,942,979 8,543,548 29,708,694 Total 28. Employee benefit obligation a) General description The Group operates an end of service benefit plan for its employees based on the prevailing Saudi Labour Laws. Accruals are made in accordance with the actuarial valuation under projected unit credit method while the benefit payments obligation is discharged as and when it falls due. b) Reconciliation of defined benefit obligation as 31 December. Defined benefit obligation at the beginning of the year 2021 2020 803,426 744,767 73,265 70,535 Charge for the year: Current service cost Past service cost - 2,001 14,469 23,083 )178,657( )53,120( Interest cost Benefits paid Re-measurement of defined benefit liability: Financial Assumptions )10,546( 19,105 5,021 )2,945( 706,978 803,426 Experience Adjustments Defined benefit obligation at the end of the year c) Principal actuarial assumptions (in respect of the employee benefit scheme) 2021 2020 Discount rate 2.70% 2.05% Expected rate of salary increase 2.70% 2.05% 60 years 60 years Normal retirement age S A B B | Annual Report 20 21
189. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December d) Sensitivity of actuarial assumptions The table below illustrates the sensitivity of the defined benefit obligation valuation as at 31 December 2021 to the discount rate and salary increase rate. Impact on defined benefit obligation –increase / (decrease) Change in assumption Base Scenario 2021 Increase in assumption Decrease in assumption Discount rate 1% )42,229( 71,493 Expected rate of salary increase 1% 72,464 )44,088( Impact on defined benefit obligation –increase/(decrease) Change in assumption Increase in assumption Decrease in assumption Discount rate 1% )59,027( 65,554 Expected rate of salary increase 1% 66,858 )61,286( Base Scenario 2020 The above sensitivity analyses are based on a change in an assumption holding all other assumptions constant. e) Expected maturity Expected maturity analysis of undiscounted defined benefit obligation for the end of service plan is as follows: Less than a year 2021 75,478 1-2 years 52,727 2-5 years 156,274 Over 5 years 611,428 Total 895,907 Less than a year 1-2 years 2-5 years Over 5 years Total 103,368 59,439 182,159 605,826 950,792 2020 The weighted average duration of the defined benefit obligation is 8 years (2020: 8 years). f) Defined Contribution Plan The Group makes contributions for a defined contribution retirement benefit plan to the General Organization for Social Insurance in respect of its staff. The total amount expensed during the year in respect of this plan was SAR 77 million (2020: SAR 84 million). 29. Operating segments The Group’s primary business is conducted in Saudi Arabia. Transactions between the operating segments are on normal commercial terms and conditions. Segment assets and liabilities comprise operating assets and liabilities, being the majority of the balance. The Group’s reportable segments are as follows: Retail Banking – caters mainly to the banking requirements of personal and private banking customers. Corporate and Institutional Banking – caters mainly to the banking requirements of corporate and institutional banking customers. Treasury – manages the Group’s liquidity, currency, and special commission rate risks. It is also responsible for funding the Group’s operations and managing the Group’s investment portfolio and liquidity position. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 189
190. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Others – includes activities of the Group’s investment in its insurance subsidiary and associate, SABB Takaful and Wataniya (disposed of during the year), as well as a subsidiary and associate for investment banking and brokerage, Alawwal Invest and HSBC Saudi Arabia, equity investments, and merger-related expenses. It also includes elimination of inter-group income and expense items. Transactions between the operating segments are reported as recorded by the Group’s transfer pricing system. The Group’s total assets and liabilities as at 31 December 2021 and 2020, its total operating income and expenses, and the results for the years then ended, by operating segment, are as follows: 2021 Total assets Loans and advances, net Investments Total liabilities Customer deposits Investments in associates Total operating income, of which: Special commission income, net Fees and commission income, net Provision for expected credit losses, net Total operating expenses Share in earnings of associates Net income / (loss) for the year before Zakat and income tax 2020 Total assets Loans and advances, net Investments Total liabilities Customer deposits Investments in associates Total operating income, of which: Special commission income, net Fees and commission income, net Provision for expected credit losses, net Goodwill impairment Total operating expenses Share in earnings of associates Net income / (loss) for the year before Zakat and income tax S A B B | Annual Report 20 21 Retail Banking Corporate and Institutional Banking Treasury Others Total 49,486,513 131,385,762 89,291,758 2,231,990 272,396,023 39,710,668 127,845,810 - - 167,556,478 - - 64,147,268 756,430 64,903,698 81,876,379 110,896,316 25,953,871 640,940 219,367,506 77,676,109 105,400,607 3,683,896 - 186,760,612 - - - 583,359 583,359 2,672,074 3,382,196 1,862,755 21,017 7,938,042 2,161,283 2,259,135 1,299,892 5,622 5,725,932 253,571 900,142 8,521 27,476 1,189,710 497,580 )955,992( 4,669 - )453,743( )1,840,002( )1,525,287( )191,461( )156,252( )3,713,002( - - - 131,429 131,429 1,329,652 900,917 1,675,963 )3,806( 3,902,726 Retail Banking Corporate and Institutional Banking Treasury Others Total 46,051,535 121,743,337 105,782,069 2,874,730 276,451,671 36,207,919 117,035,159 - - 153,243,078 - - 59,042,187 1,788,820 60,831,007 84,419,941 105,671,181 35,346,775 252,034 225,689,931 80,575,663 100,171,214 8,363,263 - 189,110,140 - - - 619,232 619,232 3,162,640 4,032,784 1,673,664 8,878 8,877,966 2,724,631 2,844,827 1,296,157 7,091 6,872,706 276,283 986,446 )5,756( 26,178 1,283,151 )238,515( )1,376,326( )16,090( - )1,630,931( - )7,417,776( - - )7,417,776( )2,099,410( )1,248,427( )179,168( )685,777( )4,212,782( - - - 81,936 81,936 824,715 )6,009,745( 1,478,406 )594,963( )4,301,587(
191. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December a) Total operating income by operating segments, also referred to as revenue: 2021 External Internal Total operating income 2020 External Internal Total operating income Retail Banking Corporate and Institutional Banking Treasury Others Total 2,478,878 4,006,568 1,427,822 24,774 7,938,042 193,196 )624,372( 434,933 )3,757( - 2,672,074 3,382,196 1,862,755 21,017 7,938,042 Retail Banking Corporate and Institutional Banking Treasury Others Total 2,491,174 4,932,859 1,441,831 12,102 8,877,966 671,466 )900,075( 231,833 )3,224( - 3,162,640 4,032,784 1,673,664 8,878 8,877,966 b) The Group’s credit exposure by operating segment is as follows: Retail Banking Corporate and Institutional Banking Treasury Others Total 39,710,668 127,845,810 82,578,838 618,572 250,753,888 9,103 46,596,053 - - 46,605,156 - - 1,747,834 - 1,747,834 Total 39,719,771 174,441,863 84,326,672 2020 Retail Banking Corporate and Institutional Banking Treasury Others Total 36,207,919 117,035,159 97,942,819 1,333,691 252,519,588 63,217 43,943,590 - - 44,006,807 - - 1,803,823 - 1,803,823 36,271,136 160,978,749 2021 Assets Commitments and contingencies Derivatives Assets Commitments and contingencies Derivatives Total 618,572 299,106,878 99,746,642 1,333,691 298,330,218 Credit exposure comprises the carrying value of assets excluding cash, property and equipment, other assets, investment in associates and equity investments, and the credit equivalent value for commitments, contingencies and derivatives based on the credit conversion factor as prescribed by the SAMA. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 191
192. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 30. Financial risk management i) Credit risk The Board of Directors is responsible for the overall Risk Management approach including oversight of Credit Risk within Group and for reviewing its effectiveness. The Group follows SAMA Rules on Credit Risk Management whereby the Board has constituted a Board Risk Committee (BRC) to assist the Board in overseeing the credit risk management process and to discharge other related responsibilities. The Group manages exposure to credit risk, which is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Credit exposures arise principally in lending activities that lead to loans and advances, and investment activities. There is also credit risk on credit related commitments and contingencies and derivatives. The Group assesses the probability of default of counterparties using internal rating tools. Also, the Group uses external ratings, of major rating agencies, where available. The Group attempts to control credit risk by monitoring credit exposures, limiting transactions with specific counterparties, and continually assessing the creditworthiness of counterparties. The Group’s risk management policies are designed to identify and to set appropriate risk limits and to monitor the risks and adherence to limits. Actual exposures against limits are monitored daily. In addition to monitoring credit limits, the Group manages the credit exposure relating to its trading activities by entering into master netting agreements and collateral arrangements with counterparties in appropriate circumstances and limiting the duration of exposure. In certain cases, the Group may also close out transactions to mitigate credit risk. The Group’s credit risk for derivatives, represents the potential cost to replace the derivative contracts if counterparties fail to fulfil their obligation. To control the level of credit risk taken, the Group assesses counterparties using the same techniques as for its lending activities. Concentrations of credit risk arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political, or other conditions. Concentrations of credit risk indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry or geographical location. The Group seeks to manage its credit risk exposure through diversification of lending activities to ensure that there is no undue concentration of risks with individuals or groups of customers in specific locations or market sector. It also takes security when appropriate. The Group also seeks additional collateral from the counterparty as soon as impairment indicators are noticed for the relevant individual loans and advances. Management monitors the market value of collateral and requests additional collateral in accordance with the underlying agreements. It also monitors the market value of collateral obtained during its review of the adequacy of the provision for credit losses. The Group regularly reviews its risk management policies and systems to reflect changes in market’s products and emerging best practice. S A B B | Annual Report 20 21
193. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December a) Provision for expected credit losses, net The following table shows the provision for expected credit losses for due from banks and other financial institutions, investments, loans and advances and off balance sheet exposures: Notes 2021 2020 Net provision for expected credit losses: Due from banks and other financial institutions 4 )240( )1,537( Investments 5 4,909 )14,635( Loans and advances 6 )604,260( )1,623,990( 20 )87,237( )26,500( 233,085 35,731 )453,743( )1,630,931( Loan commitments and financial guarantee contracts Write-offs net of recoveries of debts previously written-off* Net charge for the year *Write-offs net of recoveries of debts previously written-off include recoveries from POCI accounts of SAR 273 million (2020: SAR 156 million). D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 193
194. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December b) Geographical concentration of financial assets, liabilities, commitments and contingencies, and their maximum exposure to credit risk. 2021 Assets Cash and balances with SAMA Cash in hand Balances with SAMA Other balances Due from banks and other financial institutions, net Current accounts Money market placements Positive fair value derivatives, net Held for trading Held as fair value hedges Held as cash flow hedges Investments, net FVOCI FVSI Amortised cost Loans and advances, net Credit cards Other retail lending Corporate and institutional lending Other assets Total Liabilities Due to banks and other financial institutions Current accounts Money market deposits Repo with banks Others Customer deposits Demand Time Saving Margin and other deposits Debt securities in issue Negative fair value derivatives, net Held for trading Held as fair value hedges Held as cash flow hedges Other liabilities Total Commitments and contingencies Credit exposure (stated at credit equivalent amounts) Assets Commitments and contingencies Derivatives Total credit exposure S A B B | Annual Report 20 21 Kingdom of Saudi Arabia GCC and Middle East Europe North America Other Countries Total 1,766,585 12,991,534 151,285 - - - - 1,766,585 12,991,534 151,285 1,034,276 161,673 - 418,507 - 4,163,378 - 215,341 - 4,958,899 1,034,276 564,163 - 9,339 4,436 482,654 34,791 14,443 - 16 3 - 1,056,172 34,794 18,879 17,198,066 1,201,695 44,830,365 1,465,750 - 1,767 181,673 - - - 18,665,583 1,383,368 44,830,365 2,016,419 37,694,249 125,962,235 3,353,086 248,763,958 1,883,575 3,524,773 1,133,835 4,163,378 215,360 2,016,419 37,694,249 127,845,810 3,353,086 257,801,304 576,836 2,200,000 8,566,990 387,885 1,120,892 - 489,256 567,906 - 310,496 - 443,405 - 2,207,878 3,320,892 567,906 8,566,990 152,506,132 30,443,041 2,035,730 1,291,497 5,061,533 1,061 - 408,974 6,188 - 49,982 - 10,002 8,005 - 152,966,149 30,443,041 2,051,920 1,299,502 5,061,533 118,093 11,367,103 214,166,955 79,964,388 1,042 3,587 1,514,467 1,472,805 927,719 454,343 9,777 2,864,163 5,691,140 4 19 8 360,509 1,035,769 461,412 7,249,817 1,046,858 457,949 9,785 11,367,103 219,367,506 95,413,919 242,274,770 39,064,835 1,059,924 282,399,529 3,500,219 731,289 48,112 4,279,620 600,180 2,803,987 639,798 4,043,965 4,163,378 509,956 4,673,334 215,341 3,495,089 3,710,430 250,753,888 46,605,156 1,747,834 299,106,878
195. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 2020 Assets Cash and balances with SAMA Cash in hand Balances with SAMA Other balances Due from banks and other financial institutions, net Current accounts Money market placements Positive fair value derivatives, net Held for trading Held as fair value hedges Held as cash flow hedges Investments, net FVOCI FVSI Amortised cost Loans and advances, net Credit cards Other retail lending Corporate and institutional lending Other assets Total Liabilities Due to banks and other financial institutions Current accounts Money market deposits Repo with banks Others Customer deposits Demand Saving Time Margin and other deposits Debt securities in issue Negative fair value derivatives, net Held for trading Held as fair value hedges Held as cash flow hedges Other liabilities Total Commitments and contingencies Credit exposure (stated at credit equivalent amounts) Assets Commitments and contingencies Derivatives Total credit exposure Kingdom of Saudi Arabia GCC and Middle East Europe North America Other Countries Total 2,252,471 33,524,829 672,115 - - - - 2,252,471 33,524,829 672,115 1,002 180,330 150,925 - 2,616,599 37,496 2,044,059 - 75,087 - 4,887,672 217,826 1,176,300 - 22,078 8,821 737,137 16,970 - - 1,935,515 25,791 11,045,523 1,054,510 45,645,662 1,515,165 244,352 1,920 183,250 - 11,709 - - 12,574,317 1,237,760 45,890,014 1,836,265 34,371,654 116,726,502 4,090,044 252,577,207 308,657 73 2,250,071 8 3,593,380 2,055,768 47 75,134 1,836,265 34,371,654 117,035,159 4,090,172 260,551,560 334,988 14,488,247 1,760,174 - 226,307 5,596 567,906 - 192,397 - 45,341 - 2,559,207 5,596 567,906 14,488,247 133,996,234 1,829,933 51,633,400 1,402,937 5,066,610 18,618 3,364 - 209,432 3 - 16,037 - 182 - 134,240,503 1,829,933 51,636,767 1,402,937 5,066,610 301,748 11,069,418 220,123,515 75,774,692 4,226 6,736 1,793,118 1,962,804 1,672,312 827,769 6,295 3,721 3,519,341 5,285,504 208,434 1,233,329 45,523 6,006,199 1,978,286 834,505 6,295 11,073,139 225,689,931 90,262,528 245,342,644 37,708,846 1,541,131 284,592,621 2,220,104 932,914 118,661 3,271,679 2,618,516 2,197,536 144,031 4,960,083 2,044,059 512,363 2,556,422 294,265 2,655,148 2,949,413 252,519,588 44,006,807 1,803,823 298,330,218 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 195
196. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December b) The distributions by geographical concentration of non-performing loans and advances and provision for credit losses are as follows: Kingdom of Saudi Arabia GCC and Middle East Europe North America Other countries Total Non-performing loans and advances 4,020,812 189,570 - - - 4,210,382 Provision for expected credit losses 6,702,239 - - - - 6,702,239 Kingdom of Saudi Arabia GCC and Middle East Europe North America Other countries Total Non-performing loans and advances 5,187,783 189,570 - - - 5,377,353 Provision for expected credit losses 7,175,288 173 - - - 7,175,461 2021 2020 ii) Credit quality analysis Amounts arising from ECL – Significant increase in credit risk When determining whether the probability of default on a financial instrument has increased significantly since initial recognition, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and expert credit assessment and including forward-looking information. The objective of the assessment is to identify whether a significant increase in credit risk has occurred for an exposure by comparing: • the probability of default at the reporting date; with • the probability of default estimated at the time of initial recognition of the exposure. In addition to the above, other major quantitative considerations include days past due and rating of customer. Credit risk grades The Group allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the probability of default and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of risk of default. These factors vary depending on the nature of the exposure and the type of borrower. Credit risk grades are defined and calibrated such that the probability of default occurring increases exponentially as the credit risk deteriorates so, for example, the difference in probability of default between credit risk grades 1 and 2 is smaller than the difference between credit risk grades 2 and 3. Each corporate exposure is allocated to a credit risk grade at initial recognition based on available information about the borrower. Exposures are subject to ongoing monitoring, which may result in an exposure being moved to a different credit risk grade. S A B B | Annual Report 20 21
197. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The monitoring of exposures involves use of the following data: Corporate exposures Retail exposures All exposures Information obtained during periodic review of customer files – e.g. audited financial statements, management accounts, budgets, and projections. Examples of areas of particular focus are gross profit margins, financial leverage ratios, debt service coverage, compliance with covenants, quality management, and senior management changes Internally collected data and customer behaviour – e.g. utilisation of credit card facilities. Payment record – this includes overdue status as well as a range of variables about payment ratios. Data from credit reference agencies, press articles, changes in external credit ratings Affordability metrics. Utilisation of the granted limit. Quoted bond and credit default swap (CDS) prices for the borrower where available External data from credit reference Requests for and granting of agencies including industryforbearance. standard credit scores. Actual and expected significant changes in the political, regulatory, and technological environment of the borrower or in its business activities Existing and forecast changes in business, financial and economic conditions. a) Generating the term structure of PD Credit risk grades are a primary input into the determination of the term structure of PD for exposures. Generating the PD term structure per rating grade consists of: • computation of long term average (Through the Cycle – TTC) rating grade PDs, encompassing at least 1 full economic cycle; and • applying an adjustment factor on the TTC PDs over a given horizon from the point of calculation. The link between the PIT PDs and the macroeconomic factors is derived at a portfolio level using statistical regression tools. b) Determining whether credit risk has increased significantly The criteria for determining whether credit risk has increased significantly vary by portfolio and include quantitative changes in PDs and qualitative factors, including a backstop based on delinquency. The assessment of significant increase in credit risk, is assessed taking on account of: • • • • days past due; change in probability of default occurring since initial recognition; expected life of the financial instrument; and reasonable and supportable information, that is available without undue cost or effort that may affect credit risk. Lifetime expected credit losses are recognised against any material facility which has experienced significant increase in credit risk since initial recognition. Recognition of lifetime expected credit losses will be made if any facility is past due for 30 days or more. The Group monitors the effectiveness of the criteria used to identify significant increases in credit risk by regular reviews to confirm that: • the criteria are capable of identifying significant increases in credit risk before an exposure is in default; and • there is no unwarranted volatility in loss allowance from transfers between 12 month PD (stage 1) and lifetime PD (stage 2). D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 197
198. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December c) Modified financial assets The contractual terms of a loan may be modified for a number of reasons, including changing market conditions, customer retention and other factors not related to a current or potential credit deterioration of the customer. An existing loan whose terms have been modified may be derecognised and the renegotiated loan recognised as a new loan at fair value in accordance with the accounting policy. When the terms of the financial assets are modified that does not result in de-recognition, the Group will recalculate the gross carrying amount of the asset by discounting the modified contractual cash flows using EIR prior to the modification. Any difference between the recalculated amount and the existing gross carrying amount will be recognised in statement of income for Asset Modification. To measure the significant increase in credit risk (for financial assets not de-recognised during the course of modification), the Group will compare the probability of default occurring at the reporting date based on modified contract terms and the default risk occurring at initial recognition based on original and unmodified contract terms. Appropriate ECL will be recorded according to the identified staging after Asset Modification e.g. 12 Month ECL for Stage 1, Lifetime ECL for Stage 2 and Default for Stage 3. The Group renegotiates loans to customers in financial difficulties (referred to as ‘forbearance activities’) to maximize collection opportunities and minimise the risk of default. Under the Group’s forbearance policy, loan forbearance is granted on a selective basis if the debtor is currently in default on its debt or if there is a high risk of default, there is evidence that the debtor made all reasonable efforts to pay under the original contractual terms and the debtor is expected to be able to meet the revised terms. The revised terms usually include extending the maturity, changing the timing of interest payments and amending the terms of loan covenants. Both retail and corporate loans are subject to the forbearance policy. The Group Audit Committee regularly reviews reports on forbearance activities. The asset will be provided appropriate treatment according to the identified staging after Asset Modification e.g. 12 Month ECL for Stage 1, Lifetime ECL for Stage 2 and Default for Stage 3. No asset modification to be considered if the same were not driven by credit distress situation of obligor. d) Definition of ‘default’ The Group considers a financial asset to be in default when: • A quantitative objective based indicator where the obligor’s contractual repayments are past due in excess-over-limits or has overdrawn advised agreed limits for more than 90 days on any material credit obligation to the Group. • A qualitative criterion by which the Group considers that the obligor is “unlikely-to-pay” its obligations to the Group in full without recourse by the Group to action such as realizing securities (if any) i.e. “Unlikeliness-to-Pay” events causing significant increase in credit risk (“SICR”). Some of the primary indicators for qualitative criteria to objectively define “Unlikeliness to Pay” (UTP) events and “SICR” could be the following: • Distressed debt restructuring resulting in diminished financial obligation (DFO) • Significant and/or persistent deteriorations in financial performance, financial ratios, covenants waivers/easing, cash flow and liquidity concerns and future outlook of the obligor • Imminent probability of facility foreclosure and/or repossession of collaterals / securities due to insolvency or other financial difficulties indicating Bank’s inability to recover the exposure. Inputs into the assessment of whether a financial instrument is in default and their significance may vary over time to reflect changes in circumstances. The definition of default largely aligns with that applied by the Group for regulatory capital purposes. S A B B | Annual Report 20 21
199. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Incorporation of forward looking information The Group incorporates forward-looking information into both its assessment of whether the credit risk of an instrument has increased significantly since its initial recognition and its measurement of ECL. Based on advice from economic experts discussed at the relevant governance forum, the Group agrees on a 'base case' view of the future direction of relevant economic variables as well as a representative range of other possible forecast scenarios. This process involves agreeing on two or more additional economic scenarios and considering the relative probabilities of each outcome. External information includes economic data and forecasts published by governmental bodies and monetary authorities in the Kingdom and selected private-sector and academic forecasters. The base case represents a most-likely outcome and is aligned with information used by the Group for other purposes such as strategic planning and budgeting. The other scenarios represent more optimistic and more pessimistic outcomes. Periodically, the Group carries out stress testing of more extreme shocks scenarios. The Group has identified and documented key drivers of credit risk and credit losses for each portfolio of financial instruments and, using an analysis of historical data, has estimated relationships between macro-economic variables and credit risk and credit losses for exposures of given tenor and rating. The economic scenarios used as at 31 December included the following ranges of key indicators. Economic Indicators 2021 2020 Government revenue, oil (SAR in Millions) Upside: 615,946 Base: 552,663 Downside: 495,954 Upside: 418,277 Base case: 415,906 Downside: 413,901 Oil Price – Arabian Light (US$ per barrel) Upside: 73.9 Base: 66.4 Downside: 59.7 Upside: 45.6 Base case: 45.3 Downside: 45.1 GDP, non-oil, nominal, LCU (SAR in Millions) Upside: 2,175,704 Base: 2,146,582 Downside: 2,113,156 Upside: 1,990,688 Base case: 1,957,245 Downside: 1,881,587 Unemployment Rate (%) Upside: 5.93 Base: 5.95 Downside: 6.0 Upside: 5.9 Base case: 6.0 Downside: 6.2 Predicted relationships between the key indicators and default and loss rates on various portfolios of financial assets have been developed based on analyzing historical data over the past 10 years. The Group has used the below base case forecast in its ECL model, which is based on updated information available as at the reporting date: Forecast calendar years used in 2021 ECL model Economic Indicators Government revenue, oil (SAR in millions) Oil Price – Arabian Light (US$ per barrel) GDP, non-oil, nominal, LCU (SAR in millions) Unemployment Rate (%) Forecast calendar years used in 2020 ECL model 2022 2023 2024 2021 2022 2023 986,775 991,792 1,027,088 479,902 501,003 548,085 62.8 59.2 59.5 53.0 56.1 59.9 2,231,694 2,338,415 2,483,838 2,074,301 2,207,176 2,326,582 5.8 5.6 5.6 5.9 5.8 5.8 D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 199
200. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December e) Measurement of ECL The following risk parameters have been used by the Group to measure the ECL: • Probability of default (PD); • Loss given default (LGD); • Exposure at default (EAD). These parameters are derived from internally developed statistical models and other historical data. PD is the predicted probability that a pool of obligors will default over the predefined future time horizon. For each portfolio of financial instruments, PDs have been estimated at a certain date using robust statistical models. These statistical models are based on internally and externally compiled data comprising both quantitative and qualitative factors. Default rates provided by authorised external rating agencies have been used to derive the PD for the portfolios where internal defaults are not available. Macroeconomic adjustment of the PD has been carried out as described above to reflect forward-looking information. Also, the Group has adjusted the PDs to incorporate the effect of downgrades and upgrades of borrowers over time. LGD is the amount of the credit that is lost when a borrower defaults. For each portfolio, the Group estimates the LGD parameters using the workout approach based on the history of recovery rates of claims against defaulted counterparties. The LGD models consider the structure, collateral, seniority of the claim, counterparty industry and recovery costs of any collateral that is integral to the financial asset. For mortgage loans secured by retail property, Loan to Value (LTV) ratios and current value of the property are key parameters in determining LGD. LGD are calculated on a discounted cash flow basis using the contractual interest rate as the discounting factor. EAD is an estimate of the Group’s exposure to its counterparty at the time of default. For defaulted accounts, EAD is simply the amount outstanding at the point of default. However, for performing accounts, the following elements are considered for computation of EAD at the instrument/facility level: • time horizon over which EAD needs to be estimated; • projected cash flows until the estimated default point; and • residual maturity. EAD for the amortised loans considers contractual pay down; impact of missed payments and subsequent interest accrual between reporting date and default occurrence; Expected drawdown amount on the unutilised balance. For lending commitments and financial guarantees, the EAD includes the amount drawn, as well as potential future amounts that may be drawn under the contract, which are estimated based on historical observations. For portfolios in respect of which the Group has limited historical data, external benchmark information is used to supplement the internally available data. The portfolios for which external benchmark information represents a significant input into measurement of ECL are Treasury Investments, Group and Non-Banking Financial institutions and money market placements. S A B B | Annual Report 20 21
201. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December Sensitivity of ECL allowance: The table below illustrates the sensitivity of ECL to key factors used in determining it as at the year end, noting that the macroeconomic factors present dynamic relationships between them. Assumptions sensitized  PL Impact 2021 SAR’ 000 Macro-economic factors(Base scenario 2022): Government revenue, oil (SAR in millions) increase by 2.3% Oil Price – Arabian Light (US$ per barrel) reduction by 0.5% )46,092( GDP, non-oil, nominal, LCU (SAR in millions) increase by 0.1% Scenario weightages: Base scenario sensitized by +/- 5% with corresponding change in downside 9,897 Base scenario sensitized by +/- 5% with corresponding change in upside 9,305 Where modeling of a parameter is carried out on a collective basis, the financial instruments are grouped on the basis of shared risk characteristics that include: • • • • • • • • instrument type; credit risk grading; collateral type; LTV ratio for retail mortgages; date of initial recognition; remaining term to maturity; industry; and geographic location of the borrower. The grouping is subject to regular review to ensure that exposures within a particular grouping remain appropriately homogeneous. For portfolios in respect of which the Group has limited historical data, external benchmark information is used to supplement the internally available data. 31. Market risk Market Risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as special commission rates, foreign exchange rates, and equity prices. The Group classifies exposures to market risk into either trading and non-trading or banking-book. Market Risk exposures in the trading book result from instruments classified as held for trading as disclosed in these consolidated financial statements. Market Risk exposures in the non-trading or banking-book arise on special commission rate risk and equity price risk as disclosed in part b) of this disclosure. The market risk for both the trading book and the non-trading book is managed and monitored using a combination of VAR, stress testing and sensitivity analysis. a) Market risk-trading book The Board has set limits for the acceptable level of risks in managing the trading book. The Group applies a VAR methodology to assess the market risk positions held and to estimate the potential economic loss based upon a number of parameters and assumptions for change in market conditions. A VAR methodology estimates the potential negative change in market value of a portfolio at a given confidence level and over a specified time horizon. The Group uses simulation models to assess the possible changes in the market value of the trading book based on historical data. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 201
202. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December VAR models are usually designed to measure the market risk in a normal market environment and therefore the use of VAR has limitations because it is based on historical correlations and volatilities in market prices and assumes that the future movements will follow a statistical distribution. The VAR that the Group measures is an estimate, using a confidence level of 99% of the potential loss that is not expected to be exceeded if the current market positions were to be held unchanged for 1 day. The use of 99% confidence level depicts that within a one day horizon, losses exceeding VAR figure should occur, on average, not more than once every hundred days. The VAR represents the risk of portfolios at the close of a business day, and it does not account for any losses that may occur beyond the defined confidence interval. The actual trading results, however, may differ from the VAR calculations and, in particular, the calculation does not provide a meaningful indication of profits and losses in stressed market conditions. In addition to VAR, the Group also carries out stress testing of its portfolio to simulate conditions outside normal confidence intervals. The potential losses occurring under stress test conditions are reported regularly to the Group’s Risk Management Committee (RMC) for their review. The Group’s VAR related information is as follows: 2021 Foreign exchange Special commission rate Overall risk VAR as at 31 December 2021 151 614 717 Average VAR for 2021 118 810 874 Minimum VAR for 2021 5 272 305 Maximum VAR for 2021 394 2,304 2,309 Foreign exchange Special commission rate Overall risk VAR as at 31 December 2020 504 1,738 2,121 Average VAR for 2020 509 1,417 1,602 2020 Minimum VAR for 2020 53 554 677 Maximum VAR for 2020 1,193 3,567 3,585 b) Market risk – non-trading or banking-book Market risk on non-trading or banking positions mainly arises from the special commission rate, foreign currency exposures and equity price changes. i) Special commission rate risk Special commission rate risk arises from the possibility that the changes in commission rates will affect either the fair values or the future cash flows of the financial instruments. The Board has established commission rate gap limits for stipulated periods. The Group monitors positions daily and uses hedging strategies to ensure maintenance of positions within the established gap limits. The following table depicts the sensitivity to a reasonably possible change in commission rates, with other variables held constant, on the Group’s consolidated statement of income or equity. The sensitivity of the income is the effect of the assumed changes in commission rates on the net special commission income for one year, based on the floating rate non - trading financial assets and financial liabilities repricing as at 31 December 2021 including the effect of hedging instruments. The sensitivity of equity is calculated by revaluing the fixed rate FVOCI assets including the effect of any associated hedges as at 31 December 2021 for the effect of assumed changes in commission rates. S A B B | Annual Report 20 21
203. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The sensitivity of equity is analysed by maturity period of the asset or swap and represents only those exposures that directly impact OCI of the Group. 2021 Sensitivity of Equity Increase in Currency basis points Sensitivity of special commission income 6 months or less 1 year or less 1-5 years Over 5 years Total )1,216,122( )2,007,080( SAR +100 1,130,252 )24,945( )60,188( )705,825( USD +100 89,635 )1,470( )15,964( )100,073( )126,790( )244,297( EUR +100 )6,834( - - - - - Others +100 )5,938( - - - - - 2021 Sensitivity of Equity Decrease in Currency basis points Sensitivity of special commission income 6 months or less 1 year or less 1-5 years Over 5 years Total SAR - 100 )1,130,252( 24,945 60,188 705,825 1,216,122 2,007,080 USD - 100 )89,635( 1,470 15,964 100,073 126,790 244,297 EUR - 100 6,834 - - - - - Others - 100 5,938 - - - - - Over 5 years Total 2020 Sensitivity of Equity Increase in Currency basis points Sensitivity of special commission income 6 months or less 6-12 months 1-5 years )869,973( )1,629,090( SAR +100 984,589 )23,969( )51,215( )683,933( USD +100 117,971 )2,823( )12,451( )94,567( )205,067( )314,908( EUR +100 )4,998( - - - - - Others +100 )353( - - - - - 2020 Sensitivity of Equity Decrease in Currency basis points Sensitivity of special commission income 6 months or less 6-12 months 1-5 years Over 5 years Total SAR - 100 )984,589( 23,969 51,215 683,933 869,973 1,629,090 USD - 100 )117,971( 2,823 12,451 94,567 205,067 314,908 EUR - 100 4,998 - -- - - - Others - 100 353 - -- - - - D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 203
204. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The Group is exposed to risks associated with fluctuations in the levels of market special commission rates. The table below summarises the Group’s exposure to special commission rate risks. Included in the table are the Group’s assets and liabilities at carrying amounts, categorised by the earlier of the contractual repricing or the maturity dates. The Group is exposed to special commission rate risks as a result of mismatches or gaps in the amounts of assets and liabilities and derivative financial instruments that reprice or mature in a given period. The Group manages this risk by matching the repricing of financial assets and liabilities through risk management strategies. 2021 Assets Cash and balances with SAMA Cash in hand Balances with SAMA Other balances Due from banks and other financial institutions, net Current accounts Money market placements Positive fair value derivatives, net Held for trading Held as fair value hedges Held as cash flow hedges Investments, net FVOCI FVSI Amortised cost Loans and advances, net Credit cards Other retail lending Corporate and institutional lending Other assets Total assets Liabilities and equity Due to banks and other financial institutions Current accounts Money market deposits Repo with banks Others Customer deposits Demand Time Saving Margin and other deposits Debt securities in issue Negative fair value derivatives, net Held for trading Held as fair value hedges Held as cash flow hedges Other liabilities Equity Total liabilities and equity Commission rate sensitivity on assets and liabilities Commission rate sensitivity on derivative financial instruments Total special commission rate sensitivity gap Cumulative special commission rate sensitivity gap S A B B | Annual Report 20 21 Over 5 years Non special commission bearing Total - - 1,766,585 12,063,573 151,285 1,766,585 12,991,534 151,285 95,458 - - - 4,958,899 1,034,276 - - - - 1,056,172 34,794 18,879 1,056,172 34,794 18,879 2,731,422 8,923,051 1,271,043 2,282,622 3,596,744 35,933 15,903,478 11,066,374 216,418 17,721,214 1,131,017 - 18,665,583 1,383,368 44,830,365 1,987,199 18,383,511 110,202,442 149,053,303 2,013,529 10,345,220 16,007,872 12,338,654 2,031,638 33,906,447 4,592,183 500,429 34,096,618 29,220 366,372 4,766,081 3,353,086 24,737,064 2,016,419 37,694,249 127,845,810 3,353,086 257,801,304 3,320,892 - 2,235,294 567,906 6,331,696 - 2,207,878 - 2,207,878 3,320,892 567,906 8,566,990 27,220,151 2,051,920 61,533 2,985,744 5,000,000 237,146 - - 152,966,149 1,299,502 - 152,966,149 30,443,041 2,051,920 1,299,502 5,061,533 32,654,496 10,221,038 7,136,748 - 1,046,858 457,949 9,785 11,367,103 53,028,517 222,383,741 1,046,858 457,949 9,785 11,367,103 53,028,517 272,396,023 116,398,807 5,786,834 26,769,699 34,096,618 )197,646,677( )14,594,719( 12,089,945 305,755 )6,025,370( )6,370,330( - 128,488,752 6,092,589 20,744,329 27,726,288 )197,646,677( 128,488,752 134,581,341 155,325,670 183,051,958 )14,594,719( Within 3 months 3-12 months 1-5 years 927,961 - - 4,958,899 938,818
205. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 2020 Within 3 months 3-12 months 1-5 years Over 5 years Non special commission bearing Total Assets Cash and balances with SAMA Cash in hand - - - - 2,252,471 2,252,471 21,841,129 - - - 11,683,700 33,524,829 - - - - 672,115 672,115 4,010,579 - - - 877,093 4,887,672 190,359 27,467 - - - 217,826 Held for trading - - - - 1,935,515 1,935,515 Held as fair value hedges - - - - - - Held as cash flow hedges - - - - 25,791 25,791 1,838,117 1,236,775 5,189,265 4,310,160 - 12,574,317 - - 53,959 305,280 878,521 1,237,760 9,109,985 1,591,947 21,485,293 13,702,789 - 45,890,014 Balances with SAMA Other balances Due from banks and other financial institutions, net Current accounts Money market placements Positive fair value derivatives, net Investments, net FVOCI FVSI Amortised cost Loans and advances, net Credit cards 1,592,275 - 204,752 - 39,238 1,836,265 Other retail lending 5,073,687 3,433,189 13,272,568 11,927,127 665,083 34,371,654 117,035,159 Corporate and institutional lending 81,061,334 28,290,396 2,575,296 - 5,108,133 Other assets - - - - 4,090,172 4,090,172 Total assets 124,717,465 34,579,774 42,781,133 30,245,356 28,227,832 260,551,560 2,559,207 Liabilities and equity Due to banks and other financial institutions Current accounts - - - - 2,559,207 5,596 - - - - 5,596 Repo with banks - - 567,906 - - 567,906 Others - 8,537,416 5,950,831 - - 14,488,247 Money market deposits Customer deposits Demand Time Saving Margin and other deposits Debt securities in issue 78,954 - - - 134,161,549 134,240,503 41,144,134 9,970,277 522,356 - - 51,636,767 1,829,933 - - - - 1,829,933 168 - - - 1,402,769 1,402,937 66,785 4,999,825 - - - 5,066,610 Negative fair value derivatives, net Held for trading - - - - 1,978,286 1,978,286 Held as fair value hedges - - - - 834,505 834,505 Held as cash flow hedges - - - - 6,295 6,295 Other liabilities - - - - 11,073,139 11,073,139 Equity - - - - 50,761,740 50,761,740 Total liabilities and equity 43,125,570 23,507,518 7,041,093 - 202,777,490 276,451,671 Commission rate sensitivity on assets and liabilities 81,591,895 11,072,256 35,740,040 30,245,356 )174,549,658( )15,900,111( Commission rate sensitivity on derivative financial instruments 8,401,454 132,618 )4,103,666( )4,430,406( - Total special commission rate sensitivity gap 89,993,349 11,204,874 31,636,374 25,814,950 )174,549,658( Cumulative special commission rate sensitivity gap 89,993,349 101,198,223 132,834,597 158,649,547 )15,900,111( D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 205
206. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The net gap between derivative financial instruments represents the net notional amounts of derivative financial instruments, which are used to manage the special commission rate risk. ii) Currency risk Currency risk represents the risk of change in the value of financial instruments due to changes in foreign exchange rates. The Group does not maintain material non-trading open currency positions. Foreign currency exposures that arise in the non-trading book are transferred to the trading book and are managed as part of the trading portfolio. The foreign exchange risk VAR disclosed in note 31 (a) reflects the Group’s total exposure to currency risk. The Group is exposed to fluctuations in foreign currency exchange rates. The Board of Directors sets limits on the level of exposure by currency, and in total for both overnight and intraday positions, which are monitored daily. At the end of the year, the Group had the following significant net exposures denominated in foreign currencies: 2021 2020 Long / (short) Long / (short) US Dollar Euro Sterling Pounds Other )677,828( )696,465( )7,388( )4,617( 2,235 )15( )10,845( )6,748( 32. Liquidity risk Liquidity risk is the risk that the Group will be unable to meet its payment obligations when they fall due under normal and stress circumstances. Liquidity risk can be caused by market disruptions or credit downgrades, which may cause certain sources of funding to be less readily available. To mitigate this risk, management has diversified funding sources in addition to its core deposit base, manages assets with liquidity in mind, maintaining an appropriate balance of cash, cash equivalents and readily marketable securities and monitors future cash flows and liquidity on a daily basis. The Group also has committed lines of credit that it can access to meet liquidity needs. In accordance with the Banking Control Law and the regulations issued by SAMA, the Group maintains a statutory deposit with SAMA of 7% of total demand deposits and 4% of savings and time deposits. In addition to the statutory deposit, the Group also maintains liquid reserves of not less than 20% of the deposit liabilities, in the form of cash, Saudi Government Development Bonds or assets, which can be converted into cash within a period not exceeding 30 days. The Group has the ability to raise additional funds through repo facilities available with SAMA against Saudi Government Development securities. The table below summarises the maturity profile of the Group’s financial liabilities. The contractual maturities of liabilities have been determined on the basis of the remaining period at the reporting date to the contractual maturity date and does not take account of effective maturities as indicated by the Group’s deposit retention history. The amounts disclosed in the table are the contractual undiscounted cash flows, whereas the Group manages the inherent liquidity risk based on expected undiscounted cash inflows. All derivatives used for hedging purposes are shown by maturity based on their contractual, undiscounted repayment obligations. As the major portion of the derivatives trading book comprises of back to back transactions and consequently the open derivatives trading exposures are small, the management believes that the inclusion of trading derivatives in the contractual maturity table is not relevant for an understanding of the timing of cash flows and hence these have been excluded. Management monitors the maturity profile to ensure that adequate liquidity is maintained. The weekly liquidity position is monitored, and regular liquidity stress testing is conducted under a variety of scenarios covering both normal and more severe market conditions. All liquidity policies and procedures are subject to review and approval by Asset and Liability Committee (“ALCO”). S A B B | Annual Report 20 21
207. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December A summary report, covering the Group and operating subsidiaries, including any exceptions and remedial action taken, is submitted monthly to ALCO. a) Analysis of undiscounted financial liabilities by remaining contractual maturities The table below sets out the Group’s undiscounted financial liabilities by remaining contractual maturities. Within 3 months 3-12 months 1-5 years Over 5 years No fixed maturity Total Current accounts 2,207,878 - - - - 2,207,878 Money market deposits 2021 Financial liabilities Due to banks and other financial institutions 3,324,381 - - - - 3,324,381 Repo with banks - - 567,906 - - 567,906 Others - 2,500,000 6,331,696 - - 8,831,696 Customer deposits Demand Time Saving Margin and other deposits - - - - 152,966,149 152,966,149 27,614,723 2,984,547 238,866 - - 30,838,136 2,051,920 - - - - 2,051,920 119,771 238,712 703,667 237,352 - 1,299,502 Debt securities in issue 36,660 109,982 733,215 5,439,929 - 6,319,786 Lease liability 77,720 45,461 391,481 168,680 - 683,342 - 7,625 153,421 243,702 - 404,748 35,433,053 5,886,327 9,120,252 6,089,663 152,966,149 209,495,444 Within 3 months 3-12 months 1-5 years Over 5 years No fixed maturity Total 2,559,207 - - - - 2,559,207 6,960 - - - - 6,960 Derivatives: Special commission contractual amounts, net Total undiscounted financial liabilities 2020 Financial liabilities Due to banks and other financial institutions Current accounts Money market deposits Repo with banks - - 567,906 - - 567,906 Others - 8,537,417 5,950,830 - - 14,488,247 - - - - 134,240,503 134,240,503 41,162,214 10,012,367 535,710 - - 51,710,291 1,829,933 - - - - 1,829,933 Customer deposits Demand Time Saving Margin and other deposits 413,950 244,158 549,835 194,994 - 1,402,937 Debt securities in issue 35,250 105,750 564,000 5,728,526 - 6,433,526 Lease liability 99,118 52,801 593,770 286,972 - 1,032,661 3,024 615 302,711 551,606 - 857,956 46,109,656 18,953,108 9,064,762 6,762,098 134,240,503 215,130,127 Derivatives: Special commission contractual amounts, net Total undiscounted financial liabilities D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 207
208. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December b) Maturity analysis of financial assets and liabilities The table below shows an analysis of financial assets and liabilities analysed according to when they are expected to be recovered or settled. 2021 Within 3 months 3-12 months 1-5 Years Over 5 years No fixed maturity Total Assets Cash and balances with SAMA 1,766,585 - - - - 1,766,585 Balances with SAMA Cash in hand 927,961 - - - 12,063,573 12,991,534 Other balances 151,285 - - - - 151,285 Due from banks and other financial institutions, net Current accounts Money market placements 4,958,899 - - - - 4,958,899 938,818 95,458 - - - 1,034,276 1,056,172 Positive fair value derivatives, net 25,417 129,623 354,406 546,726 - Held as fair value hedges Held for trading - - 4 34,790 - 34,794 Held as cash flow hedges - 97 18,782 - - 18,879 1,710,339 783,419 4,805,268 11,366,557 - 18,665,583 - - 217,606 216,418 949,344 1,383,368 50,455 1,094,075 25,536,587 18,149,248 - 44,830,365 Investments, net FVOCI FVSI Amortised cost Loans and advances, net Credit cards Other retail lending Corporate and institutional lending 1,987,199 - - - 29,220 2,016,419 852,973 1,514,596 16,249,587 18,710,721 366,372 37,694,249 127,845,810 37,441,944 27,442,039 30,178,620 28,017,126 4,766,081 Other assets 691,523 1,206,689 392,290 - 1,062,584 3,353,086 Total assets 51,503,398 32,265,996 77,753,150 77,041,586 19,237,174 257,801,304 Liabilities and equity Due to banks and other financial institutions Current accounts 2,207,878 - - - - 2,207,878 Money market deposits 3,320,892 - - - - 3,320,892 Repo with banks - - 567,906 - - 567,906 Others - 2,235,294 6,331,696 - - 8,566,990 152,966,149 152,966,149 Customer deposits Demand Time Saving Margin and other deposits Debt securities in issue - - - - 27,220,151 2,985,744 237,146 - 2,051,920 - - - - 2,051,920 119,771 238,712 703,667 237,352 - 1,299,502 61,533 - 5,000,000 - - 5,061,533 30,443,041 Negative fair value derivatives, net 25,182 127,030 372,058 522,588 - 1,046,858 Held as fair value hedges Held for trading 48 717 154,554 302,630 - 457,949 Held as cash flow hedges - 9,785 - - - 9,785 1,775,248 513,496 982,307 392,569 7,703,483 11,367,103 Other liabilities Equity Total liabilities and equity - - - - 53,028,517 53,028,517 36,782,623 6,110,778 14,349,334 1,455,139 213,698,149 272,396,023 Commitments and contingencies Letters of credit 7,694,936 7,051,818 451,024 2,093,692 56,257 17,347,727 Guarantees 7,098,469 20,967,317 13,605,108 27,016,350 3,306,552 71,993,796 Acceptances 1,262,509 520,740 1,254 - 3,220 1,787,723 - 2,029,763 375,462 991,398 888,050 4,284,673 16,055,914 30,569,638 14,432,848 30,101,440 4,254,079 95,413,919 Irrevocable commitments Total Commitments and contingencies S A B B | Annual Report 20 21
209. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 2020 Within 3 months 3-12 months 1-5 Years Over 5 years No fixed maturity Total Assets Cash and balances with SAMA Cash in hand Balances with SAMA Other balances 2,252,471 - - - - 2,252,471 21,841,129 - - - 11,683,700 33,524,829 672,115 - - - - 672,115 4,010,579 - - - 877,093 4,887,672 180,341 37,485 - - - 217,826 1,935,515 Due from banks and other financial institutions, net Current accounts Money market placements Positive fair value derivatives, net Held for trading 90,624 58,933 831,418 954,264 276 Held as fair value hedges - - - - - - Held as cash flow hedges - 5,296 20,495 - - 25,791 211,728 1,242,001 6,769,060 4,351,528 - 12,574,317 - - 53,959 305,280 878,521 1,237,760 294,361 271,286 23,548,782 21,775,585 - 45,890,014 Investments, net FVOCI FVSI Amortised cost Loans and advances, net Credit cards 1,797,027 - - - 39,238 1,836,265 Other retail lending 2,570,662 1,760,577 14,704,332 14,671,000 665,083 34,371,654 117,035,159 Corporate and institutional lending 40,302,099 23,410,129 21,819,753 26,395,045 5,108,133 Other assets 530,766 971,219 - - 2,588,187 4,090,172 Total assets 74,753,902 27,756,926 67,747,799 68,452,702 21,840,231 260,551,560 1,963,096 - - - 596,111 2,559,207 5,596 - - - - 5,596 Repo with banks - - 567,906 - - 567,906 Others - 8,537,416 5,950,831 - - 14,488,247 Liabilities and equity Due to banks and other financial institutions Current accounts Money market deposits Customer deposits Demand Time Saving Margin and other deposits Debt securities in issue 78,954 - - - 134,161,549 134,240,503 41,144,134 9,970,277 522,356 - - 51,636,767 1,829,933 - - - - 1,829,933 148,266 244,158 549,835 194,995 265,683 1,402,937 66,785 - - 4,999,825 - 5,066,610 Negative fair value derivatives, net Held for trading 73,104 55,618 843,536 1,005,927 101 1,978,286 Held as fair value hedges 115 9,197 322,293 502,900 - 834,505 Held as cash flow hedges 6,295 - - - - 6,295 1,848,578 398,890 1,006,148 572,958 7,246,565 11,073,139 Other liabilities Equity Total liabilities and equity Letters of credit Letters of guarantee Acceptances Irrevocable commitments to extend credit Total - - - - 50,761,740 50,761,740 47,164,856 19,215,556 9,762,905 7,276,605 193,031,749 276,451,671 6,222,093 6,607,604 406,958 2,006,685 4,995 15,248,335 11,255,854 22,945,673 9,216,920 22,532,729 1,761,458 67,712,634 2,390,711 718,239 4,096 - - 3,113,046 - 1,024,102 1,303,643 1,860,768 - 4,188,513 19,868,658 31,295,618 10,931,617 26,400,182 1,766,453 90,262,528 Assets available to meet all of the liabilities and to cover outstanding loan commitments include cash, balances with SAMA, items in the course of collection; loans and advances to banks; and loans and advances to customers. Letters of guarantee are as per contractual terms and in the event of default may be payable on demand and therefore are current in nature. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 209
210. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 33. Offsetting of financial liabilities Financial liabilities subject to offsetting, enforceable master netting arrangements and similar agreements. Amount not set off in the consolidated statement of financial position Gross amounts Gross offset in the amounts of consolidated recognised statement of financial liabilities financial position Amounts Amounts subject to presented in the enforceable consolidated statement of master netting arrangement financial position Cash collateral pledged Net amount 2021: Derivatives 1,514,592 - 1,514,592 - )1,151,188( 363,404 2020: Derivatives 2,819,086 - 2,819,086 - )1,979,400( 839,686 34. Fair values of financial instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or the most advantageous) market between market participants at the measurement date under current market conditions regardless of whether that price is directly observable or estimated using another valuation technique. Consequently, differences can arise between the carrying values and fair value estimates Fair value Carrying value Level 1 Level 2 Level 3 Total Derivative financial instruments 1,109,845 - 1,109,845 - 1,109,845 Investments held as FVSI 1,383,368 949,344 434,024 - 1,383,368 18,665,583 - 18,665,583 - 18,665,583 24,382 - - 24,382 24,382 5,993,175 - 5,993,175 - 5,993,175 44,830,365 - 44,821,665 - 44,821,665 167,556,478 - - 1,514,592 - 1,514,592 - 1,514,592 14,663,666 - 14,663,666 - 14,663,666 186,760,612 - 186,754,288 5,061,533 - 5,061,533 31 December 2021 Financial assets measured at fair value Investments held as FVOCI – Debt Investments held as FVOCI – Equity Financial assets not measured at fair value Due from banks and other financial institutions Investments held at amortised cost Loans and advances 164,862,626 164,862,626 Financial liabilities measured at fair value Derivative financial instruments Financial liabilities not measured at fair value Due to banks and other financial institutions Customers deposits Debt securities in issue S A B B | Annual Report 20 21 - 186,754,288 - 5,061,533
211. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 31 December 2020 Fair value Carrying value Level 1 Level 2 Level 3 Total 1,961,306 - 1,961,306 - 1,961,306 Financial assets measured at fair value Derivative financial instruments Investments held as FVSI Investments held as FVOCI – Debt Investments held as FVOCI – Equity 1,237,760 878,521 359,239 - 1,237,760 12,574,317 - 12,574,317 - 12,574,317 1,128,916 1,103,450 - 25,466 1,128,916 5,105,498 - 5,105,498 - 5,105,498 - 47,794,071 Financial assets not measured at fair value Due from banks and other financial institutions Investments held at amortised cost Loans and advances 45,890,014 - 47,794,071 153,243,078 - - 2,819,086 - 2,819,086 152,050,680 152,050,680 Financial liabilities measured at fair value Derivative financial instruments - 2,819,086 - 17,620,956 Financial liabilities not measured at fair value Due to banks and other financial institutions Customers deposits Debt securities in issue 17,620,956 - 17,620,956 189,110,140 - 189,231,025 5,066,610 - 5,066,610 - 189,231,025 - 5,066,610 Derivatives classified as Level 2 comprise over the counter special commission rate swaps, currency swaps, special commission rate options, forward foreign exchange contracts, currency options and other derivative financial instruments. These derivatives are fair valued using the Group's proprietary valuation models that are based on discounted cash flow techniques. The data inputs to these models are based on observable market parameters relevant to the markets in which they are traded and are sourced from widely used market data service providers. FVOCI investments classified as Level 2 include bonds for which market quotes are not available. These are fair valued using simple discounted cash flow techniques that use observable market data inputs for yield curves and credit spreads. FVOCI investments classified as Level 3 include a Private Equity Fund, the fair value of which is determined based on the fund's latest reported net assets value as at the reporting date. The movement in Level 3 financial instruments during the period relates to fair value and capital repayment movements only. Fair values of listed investments are determined using bid marked prices. Fair values of unlisted investments are determined using valuation techniques that incorporate the prices and future earning streams of equivalent quoted securities. Loans and advances are classified as Level 3, the fair value of which is determined by discounting future cash flows using risk adjusted expected SAIBOR rates. The fair values of due from and due to Groups and other financial institutions which are carried at amortised cost, are not significantly different from the carrying values included in the consolidated financial statements, since these are short dated and the current market special commission rates for similar financial instruments are not significantly different from the contracted rates. The fair values of demand deposits are approximated by their carrying value. For deposits with longer-term maturities, fair values are estimated using discounted cash flows, applying current rates offered for deposits of similar remaining maturities. Debt securities in issue and borrowings are floating rate instruments that re-price within a year and accordingly, the fair value of this portfolio approximates the carrying value. The fair value of the remaining portfolio is not significantly different from its carrying value. There were no transfers between the levels of fair value hierarchies during the period. The values obtained from valuation models may be different from the transaction price of financial instruments on transaction date. D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 211
212. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The difference between the transaction price and the model value is commonly referred to as ‘day one profit or loss’. It is either amortised over the life of the transaction or deferred until the instrument’s fair value can be determined using market observable data or realized through disposal. Subsequent changes in fair value are recognized immediately in the consolidated statement of income without reversal of deferred day one profits and losses. Valuation techniques include net present value and discounted cash flow models, and comparison with similar instruments for which market observable prices exist. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates, credit spreads and other premiums used in estimating discount rates, bond and equity prices and foreign currency exchange rates. The Group uses widely recognized valuation models for determining the fair value of common and simpler financial instruments. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives, and simple over-the-counter derivatives such as interest rate swaps. Availability of observable market prices and model inputs reduces the need for management judgment and estimation and also reduces the uncertainty associated with determining fair values. Availability of observable market prices and inputs varies depending on the products and markets and is prone to changes based on specific events and general conditions in the financial markets. 35. Related party transactions Managerial and specialised expertise is provided under a technical services agreement with HSBC Holdings plc, the parent company of HSBC Holdings BV. This agreement was amended on 3 October 2018 and renewed for a period of 10 years, commencing on 30 September 2017. In the ordinary course of its activities, the Group transacts business with related parties. In the opinion of the Management and the Board, the related party transactions are performed in normal course of business. The related party transactions are governed by limits set by the Banking Control Law and the regulations issued by SAMA. The year end balances included in the consolidated financial statements resulting from such transactions are as follows: 2021 2020 The HSBC Group: Due from banks and other financial institutions Investments Fair value derivatives, net Due to banks and other financial institutions Commitments and contingencies 1,135,263 1,819,706 10,779 111,709 3,421 20,812 575,837 677,738 4,061,265 3,374,514 2021 2020 Associates: Investments 583,359 Loans and advances 275,000 1,501 47,726 21,923 461,085 476,738 - 37 1,303,655 1,503,428 Other assets Customer deposits Other liabilities Commitments and contingencies S A B B | Annual Report 20 21 619,232
213. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 2021 2020 Directors, board committees, other major Shareholders, key management personnel and their affiliates: Investments 3,769,568 664,344 Loans and advances 15,101,994 5,680,310 Customers’ deposits 11,480,071 7,606,791 72,626 56,962 500,000 750,000 Positive fair value derivatives, net Debt securities issued Other liabilities Commitments and contingencies 18,148 14,532 4,756,529 787,214 Other major Shareholders represent shareholdings (excluding the non-Saudi shareholder) of more than 5% of the Group’s issued share capital. 2021 2020 Related mutual funds: Investments Customers’ deposits Debt securities issued 363,510 361,673 17,440 47,546 212,000 212,000 2021 2020 34,000 34,000 578,649 516,848 Subsidiaries: Other assets Related mutual funds: Investments Below represent transactions with related parties other than those disclosed elsewhere in these consolidated financial statements. 2021 2020 Special commission income 254,118 149,269 Special commission expense 59,951 94,684 Fees and commission income 127,408 40,040 General and administrative expenses 73,615 54,708 Service charges paid to HSBC group 30,247 29,906 Service charges recovered from associate 24,320 25,227 Proceeds from sale of non-current assets held for sale 79,895 - Profit share paid to associate relating to investment banking activities 28,084 24,653 5,610 5,943 Directors’ and board committees’ remuneration D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 213
214. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The total amount of compensation paid to key management personnel during the year is as follows: 2021 Short-term employee benefits * 2020 35,062 45,117 746 3,081 Other long-term benefits 13,800 17,069 Share-based payments 12,944 8,681 Termination benefits * Short-Term Employee benefits includes: Salaries, Allowances, Benefits, Cash bonus paid during the year Key management personnel are those persons, including an executive director, having authority and responsibility for planning, directing, and controlling the activities of the Group, directly or indirectly. 36. Capital adequacy The Group’s objectives when managing capital are, to comply with the capital requirements set by SAMA; to safeguard the Group’s ability to continue as a going concern; and to maintain a strong capital base. The Group monitors the adequacy of its capital using the methodology and ratios established by SAMA. These ratios measure capital adequacy by comparing the Group’s eligible capital with its assets, commitments and contingencies, and notional amounts of derivatives at a weighted amount to reflect their relative risk. SAMA through its Circular Number 391000029731 dated 15 Rabi Al-Awwal 1439H (3 December 2017), which relates to the interim approach and transitional arrangements for the accounting allocations under IFRS 9, has directed banks that the initial impact on the capital adequacy ratio as a result of applying IFRS 9 shall be transitioned over five years. As part of the latest SAMA guidance on Accounting and Regulatory Treatment of COVID-19 Extraordinary Support Measures, Banks are now allowed to add-back up to 100% of the transitional adjustment amount to Common Equity Tier 1 (CET1) for the full two year period comprising 2020 and 2021 effective from 31 March 2021 financial statement reporting. The add-back amount must be then phased-out on a straight-line basis over the subsequent 3 years. The impact of these revised transitional arrangements to the Group’s Tier 1 and Tier 1 + 2 ratio have been an improvement of 37bps for the year ended 31 December 2021. 2021 2020 209,202,075 199,268,399 18,021,472 19,064,614 2,192,526 1,988,398 Risk Weighted Assets (RWA) Credit Risk RWA Operational Risk RWA Market Risk RWA Total RWA 229,416,073 220,321,411 Tier I Capital 44,263,704 41,774,973 Tier II Capital 5,850,780 6,303,054 50,114,484 48,078,027 Tier I ratio 19.29% 18.96% Tier I + Tier II ratio 21.84% 21.82% Total I and II Capital Capital Adequacy Ratio % S A B B | Annual Report 20 21
215. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December 37. Impact of Coronavirus (“COVID-19”) on Expected Credit Losses (“ECL”) and SAMA Programs The Coronavirus (“COVID-19”) pandemic continues to disrupt global markets as many geographies are experiencing issues due to identification of multiple new variants of this infection. Despite having previously controlled the outbreak through aggressive precautionary measures. The Government of the Kingdom of Saudi Arabia, however, managed to successfully control the outbreak to date. The Group continues to evaluate the current macroeconomic situation including the impact of the pandemic and resultant government and SAMA support measures, such as repayment holidays and other mitigating packages, have had on the financing portfolio along with conducting review of credit exposure concentrations at a more granular level with particular focus on specific economic sectors, regions, counterparties and collateral protection and taking appropriate customer credit rating actions and initiating restructuring of loans, where required. The Group has also made updates within its ECL model to refine the application of the staging criteria due to SICR on affected customers to be able to differentiate and reflect appropriately in its models. During the period ended December 31, 2021, the Group has revised certain inputs and assumptions (including but not limited to macroeconomic factors and scenario probabilities) used for the determination of ECL. To the extent that certain effects cannot be fully incorporated into the ECL model calculations at this point in time, management continues to exercise expert credit judgement to estimate ECL by considering reasonable and supportable information not already included in the quantitative models. This resulted in the ECL (overlay) of SAR 65 million. As with any forecasts, the projections and likelihoods of occurrence are underpinned by significant judgement and uncertainty and therefore, the actual outcomes may be different to those projected. SAMA support programs and initiatives Private Sector Financing Support Program (“PSFSP”) In response to COVID-19, SAMA launched the Private Sector Financing Support Program (“PSFSP”) in March 2020 to provide the necessary support to eligible (Stage 1 and Stage 2) Micro Small and Medium Enterprises (“MSME”) as defined by SAMA via Circular No. 381000064902 dated 16 Jumada II 1438H. As part of the deferred payments program launched by SAMA in March 2020 and with further extensions to the program till March 2022 announced subsequently, the Group extended maturities on lending facilities to all eligible MSMEs as follows: Cost of extension (SAR ‘million) Support Programs Tenor extended April 2020 – September 2020 SAR 6.9 billion 174 October 2020 – December 2020 SAR 6.9 billion 86 January 2021 – March 2021 SAR 5.1 billion 69 April 2021 – June 2021 SAR 5.5 billion 76 July 2021 – September 2021 SAR 283 million 3 October 2021 – December 2021 SAR 154 million 2 January 2022 – March 2022 SAR 100 million - D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 215
216. The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December The payment reliefs were considered as short-term liquidity support to address borrowers’ potential cash flow shortages. Since July 2021 this support only applied to those MSMEs that were still affected by the COVID-19 precautionary measures in line with guidance issued by SAMA in this regard. The accounting impact of the above changes in terms of the credit facilities were assessed and treated as per the requirements of IFRS 9 as modification in terms of arrangement. The Group continues to believe that in the absence of other factors, participation in the deferment program on its own, is not considered a significant increase in credit risk for assessment of ECL on its MSME portfolio. The Group has performed as assessment with respect to SICR for the customers still under DPP program as at 31 December 2021 and recorded an overlay of SAR 65 million. The Group has also performed as assessment with respect to SICR for customers for whom DPP program ended on 31 December 2021 and migrated customers amounting to SAR 402 million from Stage 1/2 to Stage 2/3 by downgrading the customer credit rating during the year ended 31 December 2021. This did not result in any significant impact on the ECL charge for the year ended 31 December 2021. In order to compensate the related cost that the Group has incurred under the SAMA and other public authorities program, during the years 2021 and 2020, the Group has received multiple profit free deposits from SAMA amounting to SAR 8.8 billion with varying maturities, which qualify as government grants. Management determined based on communication from SAMA that the government grant primarily relates to compensation for the modification loss incurred on the deferral of payments. The benefit of the subsidised funding rate has been accounted for on a systematic basis, in accordance with government grant accounting requirements. Management has exercised certain judgements in the recognition and measurement of this grant income. By the end of the year 2021, total income of SAR 444 million had been recognised in the consolidated statement of income with the remaining amount deferred. Grant income amounting to SAR 4.9 million arose on the profit free deposit amounting to SAR 2.5 billion received during the year ended 31 December 2021. During the year ended 31 December 2021, a total of SAR 93 million (2020: SAR 351 million) has been recognized in the consolidated statement of income with respect to related deposits with an aggregate of SAR 21 million deferred grant income as at 31 December 2021 (2020: SAR 109 million). 38. IBOR Transition (Interest Rate Benchmark Reforms) A fundamental review and reform of major interest rate benchmarks is being undertaken globally. The International Accounting Standards Board (“IASB”) has published, in two phases, amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 in order to address issues that might affect financial reporting after the reform of a profit rate benchmark, including the replacement of an existing Inter-bank Offer Rate (“IBOR”) with an alternative Risk Free Rate (“RFR”).   The Phase 2 amendments are effective for annual periods beginning on or after 1 January 2021, and include practical expedients in respect of: • Accounting for changes in the basis for determining contractual cash flows as a result of IBOR reform by updating the effective interest rate, resulting in no immediate profit or loss impact. This applies only when the change is necessary as a direct consequence of the reform, and the new basis for determining the contractual cash flows is economically equivalent to the previous basis; and • Permitting changes to hedge designation and documentation as a result of IBOR reform without discontinuing the existing hedge accounted relationship. During 2018 the Board established a steering committee, consisting of key finance, risk, IT, treasury, legal and compliance personnel and, to oversee the Group’s USD LIBOR transition plan. This steering committee put in place a transition project for those contracts which reference USD LIBOR to transition them to SOFR, with the aim of minimising the potential disruption to business and mitigating operational and conduct risks and possible financial losses. This transition project is considering changes to systems, processes, risk management and valuation models, as well as managing related tax and S A B B | Annual Report 20 21
217. BANK PROFILE | STRATEGIC REPORT | GOVERNANCE | FINANCIAL STATEMENTS The Saudi British Bank Notes to the consolidated financial statements (continued) For the year ended 31 December accounting implications. As at 31 December 2021, the Group has updated systems and processes to accommodate the new EUR and GBP benchmark rates. There have been general communications with all affected counterparties, but specific changes to contracts required by IBOR reform have not yet been proposed or agreed. The Group has identified that the areas of most significant risk arising from the replacement of USD LIBOR are: updating systems and processes which capture USD LIBOR referenced contracts; amendments to those contracts, or existing fallback/transition clauses not operating as anticipated; mismatches in timing of derivatives and loans transitioning from USD LIBOR and the resulting impact on economic risk management; and updating hedge designations. The Group continues to engage with industry participant, to ensure an orderly transition to SOFR and to minimise the risks arising from transition, and it will continue to identify and assess risks associated with USD LIBOR replacement. The Group is also exposed to the effects of USD LIBOR reform on its financial assets and liabilities, as set out within the table below. The Group has no exposure to any other LIBOR rates. Of which Have yet to transition to an alternative Carrying Value/ Nominal Amount at benchmark interest rate 31 December 2021 as at 31 December 2021 Maturing before 30 June 2023 Assets Assets Assets 181,673 181,673 - 4,756,632 4,756,632 2,475,193 Non derivative assets and liabilities exposed to USD LIBOR Investments held as FVSI – Debt Loans and advances The following table contains details of only the hedging instruments used in the Group's hedging strategies which reference USD LIBOR and have not yet transitioned to SOFR or an alternative interest rate benchmark, such that phase 1 relief(s) have been applied to the hedging relationship: Carrying amount Notional Assets 5,594,311 2,747 Notional amount directly impacted by IBOR reform Liabilities Fair value hedges Commission rate swaps )252,905( 1,006,875 Of the SAR 5.6 billion notional amount of hedges above, SAR 4.6 billion will mature before the anticipated USD LIBOR replacement on 30 June 2023. Whilst the LIBOR Steering Committee is overseeing a detailed transition plan to address all potential risks, the Group’s overall exposure to the demise of USD LIBOR is not considered to be material. 39. Board of Directors’ approval The consolidated financial statements were approved and authorised for issue by the Board of Directors on 14 Rajab 1443AH (Corresponding 15 February 2022). D em o ns t r at ing Res ilienc e. D eliver ing Gr ow th . | 217