Salam 2007
Salam 2007
Shares Registrar
Building 22, Avenue 58, Seef District 436, KPMG Fakhro
P. O. Box 18282 Hidayah Building (2), 5th Floor
Manama, Kingdom of Bahrain. Government Ave.
Tel : (+973) 17 560 000 P. O. Box 710,
Fax: (+973) 17 560 003 Manama, Kingdom of Bahrain
E-mail: info@alsalambahrain.com Tel : (+973) 17 215 080
www.alsalambahrain.com Fax: (+973) 17 212 055
E-mail: bh-dlshareusers@kpmg.com.bh
HIS HIGHNESS HIS MAJESTY HIS HIGHNESS
SHAIKH KHALIFA BIN SALMAN KING HAMAD BIN ISA SHAIKH SALMAN BIN HAMAD
AL KHALIFA AL KHALIFA AL KHALIFA
Corporate Overview 03
Annual Highlights 05
Board of Directors 07
CEO Message 21
Corporate Governance 26
Financial Statements 40
OUR MISSION
• Build a strong global presence and premier brand image as an Islamic financial
shaper.
• Achieve high returns for investors and shareholders based upon specific risk
appetites.
03
CORPORATE OVERVIEW
05
The Bank has successfully overcome
the challenges of a start-up entity in
just under two years of establishment
while posting net profits from
operations in both years.
06
BOARD OF DIRECTORS
Mohamed Ali Alabbar is the founding member and Chairman of Emaar Properties
PJSC, the Dubai-based global property developer. He chairs John Laing Homes
in the USA, Hamptons International in the UK and a joint venture with Italy’s
Giorgio Armani to set up a global Armani-branded luxury hotel and resort chain.
He is member of the Dubai Executive Council, and serves on the board of
directors of the Investment Corporation of Dubai (ICD), the investment arm of
the Government of Dubai. He is also a Board Member of Noor Investment Group,
an affiliate of Dubai Group, focused on Shari’a compliant financial services. A
graduate in Finance and Business Administration from Seattle University in the
United States, Mr. Alabbar works closely with regional NGOs, and is especially
committed to the cause of educational reform and social housing. A keen
sportsman, he is Chairman of the UAE Golf Association.
Hussein Al Meeza is one of the brightest names in the UAE's financial and banking
sectors, particularly in the area of Islamic finance and insurance. Having graduated
from the Beirut Arab University in 1975, Al Meeza started his professional career
at the Dubai Islamic Bank (DIB). His outstanding career success was crowned
in December 2006 when the International Conference of Islamic Bankers chose
him as the 2006 Best Islamic Banking Personality. Al Meeza is currently CEO,
Managing Director of Aman Insurance and Re-Insurance Company, Vice Chairman
of Al Salam Bank-Sudan, Vice Chairman & the Chairman of the Executive
Committee of Al Salam Bank-Algeria, Vice Chairman of Leader Capital, Chairman
of Gulf Jet, Board Member of Emaar Industries & Investments, Member of the
Islamic Finance Advisory Council-Dubai International Financial Centre (DIFC),
Board Member of the Banking Committee and Islamic Financial Association and
Chairman of the founding committee of Islamic Insurance and Re-Insurance
Companies.
ESSAM AL MUHAIDEB
Member
Mr. Mohammed Bin Omeir is currently the Chief Executive Officer of Bin Omeir
Holding Group. He is also a Board member of Dubai Islamic Insurance and Re-
Insurance Company (Aman), Al Salam Bank-Sudan and Al Salam Bank-Algeria.
Mr. Saleh Lootah is currently the Group Executive Director of the S.S. Lootah
Group, Dubai. Mr. Lootah is Executive Committee Member of Dubai Council
for Economic Affairs, a Board member and Chairman of Credit Committee
at Dubai Islamic Bank. He is Member Board of Directors of Amlak Finance
PJSC (Dubai), Amlak International, Riyadh (KSA), Dubai Islamic Insurance &
Reinsurance Company (Aman). He is also the Managing Director of Dubai
Co-operative Society (Al Islamic Foods) and a member of the Board of Trustees
of Dubai Medical College for Girls. Mr. Lootah is a graduate in Islamic Banking
form the Islamic School for Training & Education, Dubai.
Mr. Khalid Al Ashar enjoys a vast experience that extends to 27 years. In addition
to his previous work within the public sector, Mr. Al Ashar held a number of
positions at the banking sector. He previously worked in the Operations Department
at the Bank of Bahrain and Kuwait and Arab Banking Corporation. He also held
the position of Director of Human Resources and Administration at the Liquidity
Management Centre. He enjoys a long experience in the field of establishing
09
Islamic banks and contributed in the establishment of the Liquidity Management
Center. Mr. Al Ashar holds a BSc in Commerce and Business Administration from
Beirut Arab University.
The Shari’a Board has conducted
various meetings with the Bank’s
Management and acknowledged
that they have been complying
with the principles of Islamic
Shari’a and the Board’s Fatwas
10
SHARI’A SUPERVISORY BOARD
Dr Hassan holds a Ph.D. from the Faculty of Shari’a, Shaikh Adnan Al Qattan holds Masters degree in the
Al Azhar University, Cairo, Egypt and a Masters in Quran and Hadith from the University of Um Al-Qura,
Comparative Jurisprudence and Diploma in Comparative Makka, Kingdom of Saudi Arabia and Bachelor’s degree
Law (both of which are the equivalent of a Ph.D.) from in Islamic Shari’a from the Islamic University, Madeena,
the International Institute of Comparative Law, University Saudi Arabia. Shaikh Al Qattan is also a Judge in the
of New York, USA. He also holds a Masters in Shari’a Supreme Court, Ministry of Justice – Kingdom
Comparative Juries, Diplomas in Shari’a and Private of Bahrain. He is a Member of Shari’a Supervisory
Law, from the University of Cairo and an LLB in Shari’a Boards for several Islamic banks and is also Chairman
from Al Azhar University. He is the Chairman and of Al Sanabil Orphans Protection Society, Chairman of
member of the Shari’a Supervisory Board in many of the Board of Trustees of the Royal Charity Establishment
the Islamic Financial Institutions. In addition, Dr. Hassan under the Royal Court, Kingdom of Bahrain and
is Chairman of the Assembly of Muslim Jurists, President of the Kingdom of Bahrain Hajj Mission. In
Washington, USA, a member of the European Islamic addition, he is a Friday sermon orator at Al-Fatih Grand
Board for Research & Consultation, Dublin, Ireland and Mosque. Shaikh Al Qattan contributed to drafting the
an Expert at the Union of Islamic Banks, Jeddah, Personal Status Law for the Ministry of Justice and is
Kingdom of Saudi Arabia. a regular participant in Islamic committees, courses,
seminars and conferences.
14
DR. OMAR MARWAN KAMAL
Executive Vice President, Investments Group Head
Dr. Kamal has extensive experience in the field of Islamic Financial Services, and his career to date has embraced financial
consultancy, investment banking and academia. Through his diversified exposure, Dr. Kamal established a strong network
in the Islamic Finance industry at an international level. He joined Al Salam Bank - Bahrain after working for Ernst & Young,
where he became the Partner in Charge of the Islamic Financial Services Group (IFSG). He is recognized as a leading
strategist within the industry and is considered a prominent figure in contemporary Islamic financial markets. A highly
sought after speaker at industry conferences, Dr. Kamal is also a frequent contributor to international media.
MOHAMMED PARACHA
Executive Vice President, General Counsel
A qualified Solicitor (English Law), Mr. Paracha holds a Bachelor degree in Law (LL B Hons.) from Brunel University,
UK and a Postgraduate Diploma in Law from the College of Law, UK. He was Partner Designate at the international
law firm Norton Rose. Notable career achievements by Mr. Paracha include being named as ‘Lawyer of the Year’ in
2004 and in their Hot 100 list in 2007 by the prestigious legal publication, The Lawyer. He served as a member of the
Bank of England Working Party on Islamic Finance, assisted in the formation of the Islamic Bank of Britain, and advised
Lloyds TSB on the establishment of an Islamic banking window.
Dr. Al Bastaki holds a Ph.D. in Accounting from the University of North Texas, USA. He has over 21 years’ experience of
working in the Kingdom of Bahrain and North America. He was Secretary General of the Bahrain Centre for Studies and
Researches. His private sector experience includes senior management and specialist positions with one of the international
auditing firms. In the academic world, Dr. Al Bastaki was Vice President for Finance & Administration at the University of
Bahrain. Dr. Al Bastaki is an Arbitrator and Expert at the Bahrain-based GCC Commercial Arbitration Centre and was
appointed by a Royal Decree as a member in the Bahrain Tender Board for the period from 2003 to 2007.
MARCO DONDI
Senior Vice President, Head of Treasury and Capital Markets
Mr. Dondi has over 21 years’ regional and international banking experience, specialising in treasury, money markets,
derivatives trading, and bonds. He was Chief Dealer and Deputy Treasurer at BNP Paribas Bahrain, where he held a
global mandate for trading, marketing and sales on GCC and North African currencies. Before this, Mr. Dondi spent
four years with Kuwait-based Gulf Bank and eight years with the Brussels branch of Sumitomo Bank.
15
BOARD OF DIRECTORS’
REPORT TO THE SHAREHOLDERS
In the name of Allah, the Beneficent, the Merciful, Prayers and Peace Be Upon the
Last Apostle and Messenger, our Prophet Mohammed.
The first full year of commercial operations had been very successful with the
Bank’s total assets reaching BD397.8 million, crossing the US dollar one billion
mark, as of 31 December 2007 and net profit of BD23.1 million (US$61.4 million)
for 2007 showing an increase of 41% over 2006. This is your Bank’s second
profitable year since its inception in January 2006 despite many challenges and
difficulties a new Bank undergoes during the establishment phase. Although the
last quarter of 2007 saw credit squeeze and liquidity tightening due to the sub-
prime crisis and fears of US economy stagnation, the Bank managed to post
impressive growth in both total assets and net income.
In 2007, the Board and the senior management continued their efforts in completing
the establishment of key pillars of the Bank’s infrastructure with people, policies
and systems being the focus on all aspects of the business. The implementation
of the core banking application and the establishment of risk management framework
received further impetus and the Bank is now fully positioned to meet the challenges
of Basel II which is expected to be implemented by the Central Bank of Bahrain
16
during 2008.
The Directors are pleased to highlight that your Bank has successfully overcome
the challenges of a start-up entity in just under two years of establishment while
posting net profits from operations in both years.
Corporate Banking The Bank launched its retail operations in May 2007 immediately after His Highness
Shaikh Khalifa Bin Salman Al-Khalifa, Prime Minister of the Kingdom of Bahrain,
and Syndications patronized the opening of the Bank’s operations on 17 May 2007. The launch of
business saw a retail operations was followed by the rollout of retail distribution channels and
products. The Board and the management have recognized the need to offer un-
successful year paralleled client service and to this end has implemented an internet banking
with the Bank solution, currently available to clients on a selective basis. The next few months
winning three we will see that this service is available to all clients with compatibility to all
Operating Systems.
competitive bids
to finance in The Bank installed in its Al-Seef main branch Automated Teller Machines (ATM’s)
which are linked to the Bahrain’s Benefit Switch and the GCC Net. The Bank
aggregate BD62.4
launched EMV embedded Islamic debit cards, the first by any bank in Bahrain,
million (US$166 during the year. The last quarter of 2007 saw the launch of Al Salam Wakala
million) to the Deposit, a private banking and retail investment product for the investors. The
product gives investors competitive yields in the marketplace reflecting the yields
Government of on the related underlying assets whilst offering flexibility to the Bank in terms of
Bahrain and its deployment of the funds derived from those unrestricted investment deposits.
entities.
Corporate Banking and Syndications business saw a successful year with the Bank
winning three competitive bids to finance in aggregate BD62.4 million (US$166
million) to the Government of Bahrain and its entities. Your Bank was cautious in
building assets bearing in mind the need for asset quality and to be on top of
liquidity in the current banking environment after the US sub-prime crisis.
The weakening of the US dollar in 2007 against major currencies and market views
on the future of the peg of GCC currencies to the US dollar posed further challenge
to the management in addition to the task of raising interbank lines and managing
liquidity. Hence, the management had been prudent in running US dollar long
position keeping in mind the possibility of a potential revaluation of the GCC
currencies against the US dollar in order to minimise the impact of any potential
revaluation of the GCC currencies. This coupled with the lack of competitive Shari’a
compliant hedging instruments to hedge the potential foreign exchange risk posed
a major challenge to the management in acquiring corporate assets as the market
requirements have predominantly been in US dollars.
The Board and the management are both focussed on sourcing attractive private
equity deals with emphasis on alternative energy, aviation, healthcare and real
estate sectors. In 2006 the Board resolved to expand the scope of the Bank’s
activities to include investment banking activities to cover private equity investments
in certain sectors of focus. Following this decision, management concluded a
US$34 million transaction representing 100% equity in a Boeing 777 200-ER 17
aircraft on lease to Malaysian Airline Systems. This transaction was successfully
placed with investors with the Bank retaining a strategic stake.
BOARD OF DIRECTORS’
REPORT TO THE SHAREHOLDERS (Continued)
Bahrain’s banking sector has witnessed an unprecedented growth with total assets
surpassing record levels reaching BD89.8 billion as of 30 November 2007. From
a human capital perspective this situation has presented numerous challenges in
recruitment. Your Bank has successfully overcome this challenge and recruited 33
qualified professionals with relevant skills during 2007 bringing the total workforce
to 100 as of 31 December 2007. The challenge facing us is one of attracting
additional resources and retaining the acquired talent and skills bank-wide. To
overcome this challenge, the Bank commissioned the services of a leading
international human resources consulting firm which devised the performance
measurement and monitoring systems to reward employees based on their
performance. The recommendations of the consulting firm are in the process of
being implemented.
The Board is also pleased to note that your Bank is a member of the Central Bank
of Bahrain’s Real Time Gross Settlement (RTGS) system which enables the Bank
to seek and offer interbank Bahrain dinar settlement within the same day of
lodgement. The Bank has established a remote Disaster Recovery Site in Bahrain
to ensure business continuity in the event of interruption to the main systems
located in the headquarters site.
During 2007, to ensure operational efficiency going forward, the Bank focussed
on streamlining various business and support processes to adhere to industry best
18 practices and differentiate itself from competition. To name a few processes,
Credit, Investment, Financial Planning, Budgeting & Forecasting, Management
Information Systems, Recruitment and Training were streamlined in 2007.
The Directors are The Directors are confident that your Bank is poised to outperform peers and in
the medium term the Bank should move into a higher league, i.e. from being part
confident that your of a group of start-up banks to benchmarking itself with banks following a business
Bank is poised to model similar to that of your Bank and have been in existence for several years.
outperform peers
In the Extraordinary General Assembly Meeting held on 10 September 2007, the
and in the medium shareholders resolved to split the ordinary shares denominated at a par value of
term the Bank would BD1 each into ten shares of 100 fils each and authorized the Board of Directors
to seek cross listing of the Bank’s stock on other stock exchanges. Following this,
move into a higher
management completed the legal process of implementing the share split which
league became effective from 18 November 2007. Management is now looking at an
opportune time to seek cross listing on other stock exchanges as resolved by the
shareholders.
Financially, the year 2007 has seen impressive growth in net profit from BD16.4
million posted in 2006 to BD23.1 million in 2007, representing a return on equity
of 17.0% (2006: 15.1%). The gross operating income amounted to BD33.9 million
(2006: BD20.4 million) and the operating expenses were BD10.7 million (2006:
BD4.0 million). The cost-to-income ratio for the year was 27.2% (2006: 19.6%)
with the increase in costs attributable to the Bank becoming fully operational in
2007. The Earnings Per Share (EPS) for the year amounted to 19.3 fils (2006: 15.1
fils), adjusted for the share split that took place in 2007.
BD’000
Zakah (529)
19
BOARD OF DIRECTORS’
REPORT TO THE SHAREHOLDERS (Continued)
As required by the Central Bank of Bahrain rulebook set out below are the interests
of Directors and Senior Managers in the shares of Al Salam Bank-Bahrain B.S.C.
and the distribution of the shareholding as of 31 December 2007.
31 December
2007
Directors’ Shares 170,146,200
Senior Managers’ shares 5,851,580
175,997,780
Directors’ renumeration, fees and expenses for attendance at Board meetings for
2007 amounted to BD 300,000.
2007 % of Total
No. of Outstanding
No. of Shares Shareholders shares
Percentage of shares held
The Directors would like to express their appreciation to the leadership and
ministries of the Kingdom of Bahrain, the Central Bank of Bahrain, correspondents,
customers, shareholders and employees of the Bank for their support and collective
contribution since the establishment of the Bank and look forward to their continued
support in the fiscal year 2008.
This year was the second financial year for the Bank since establishment. The Bank’s
strategic objectives for the year were defined in a three year strategic plan at
inception of the Bank in 2006. The Board approved strategy focused mainly on
the establishment of a strong organizational foundation to support consistent and
sustainable growth. We have successfully achieved all our performance objectives
for this year in addition to delivering excellent financial results for two years in a
row as we continue to tap more opportunities for our customers and our shareholders.
Our excellent performance in the past two years since establishment is driven by
our two core businesses, banking and investment, each of which made solid
contributions. The overall performance achieved to date is an excellent proof of
our ability to deliver in a competitive market within a short period of time.
On the other hand, as a newly established institution, the Bank faced a number
of challenges since it’s establishment. Nevertheless the Board of Directors and
the Executive Management were successful in identifying, analyzing and managing
these challenges to the benefit of all of the Bank’s stakeholders.
In addition to the business establishment challenges, the Bank had to face the
systemic effects of the sub-prime crisis, especially the challenges on liquidity
management due to credit squeeze prompted by flight of capital to risk-free assets.
However, looking back, we are proud to report that despite these challenges, the
Bank managed to achieve excellent results as net operating income grew by
40.9%, total assets grew by 111.6% and inter-bank assets grew by 113.8%.
At year-end, our capital adequacy ratio was 48.7% compared to 79.8% at the end
of the previous year with the significant reduction demonstrating the deployment
of capital. Our capital adequacy ratio continued to remain significantly higher than
the minimum ratio of 12% and 8% stipulated by the Central Bank of Bahrain and
Basel Committee on Banking Supervision, respectively. This strong ratio provides
more growth opportunities for the Bank while the 12% regulatory threshold offers
a risk management buffer of 4% to cover unforeseen circumstances.
Social Contribution
The Bank allocated more than BD600,000 for Zakah and charity purposes and
participated in a number of community sponsorship programs across Bahrain.
The Bank is aware of its responsibilities in the communities where it operates and
invests. To this end, the Bank established a Zakah and Charity Committee, a
focused working group, to ensure that the Bank provides adequate support to
social and community projects. 21
Financial
The balance sheet strengthened further as total assets increased to BD397.8 million
(US$1,057.9 million) compared to BD188 million (US$500 million) in 2006. While
The Bank’s strategy on the other hand, total equity increased to BD159.5 million (US$424.2 million)
is built on providing compared to BD136.5 million (US$363 million) in 2006.
investments,
products and Organisational
services that drive The Bank continued to build and strengthen key business and support functions
with the main objective of achieving higher levels of customer satisfaction across
customer satisfaction
business lines. The focus during the year was to build efficient and effective turn-
and trust with the around processes for customer requests including commercial and retail banking
aim to increase our financing requests, investment proposals and trust services opportunities. The
processes established within the Bank are robust and no compromise is made
growing customer against risk management or compliance as these are given utmost care and
base. attention at all costs.
During the year, the Bank recruited more than 30 skilled and experienced staff
across different areas of specialization. These additional resources enhanced the
Bank’s capabilities to efficiently and effectively deliver new products and services
22
to our customers in line with our business strategy. The number of staff at end
of the financial year was 100 compared to 70 on 31 December 2006.
We take training of our staff seriously and from the moment they join our Bank
all staff are subject to different forms of training from on-the-job training to in-
house classroom training to regional and overseas training courses and workshops.
During the past financial year, the staff received about 2,000 hours of internal and
external training. Each and every staff member undergoes training needs analysis
which is followed by a training program under the supervision of the Human
Resources Department.
In addition, all staff attended a number of internal training programs covering Anti-money
Laundering Policies and Procedures, Corporate Governance, Risk Management and Basel II.
Banking
As a core business division of the Bank, the Banking Group is responsible for Retail
Banking, Corporate Banking, Private Banking and Wealth Management. The Group is
also responsible for placement of investment products to private banking and wealth
management clients.
The Group aspires to provide innovative banking solutions to its clients whether
corporate or individuals, rather than merely providing financing to them. The
main objective of the Group is to understand the needs and requirements of its
customers and ensure that these are met. The Group’s approach is consistent
with the Bank’s overall strategy as a partner to its clients rather than a financier
in line with the principles of Shari’a compliant banking.
Overall, corporate and retail banking performed well. Significant growth was
achieved in volumes and number of customers without sacrificing on asset quality.
The Bank ended the financial year with zero non-performing relationships.
During the past year the Bank scored a number of wins on competitive bidding
transactions, by securing three competitive bids to finance in aggregate of BD62.4
million (US$166 million) to the Government of Bahrain and its entities.
On the retail and private banking front, the Bank commenced retail operations
after the successful launch of the retail operations in May 2007. With the launch,
the Bank opened it’s first branch at Al Seef District followed by the soft launch of
the internet banking services. Since then, the Bank has been consistently growing
its customer base as it launches new products and services. One of the key
banking products launched in the past year was Al Salam Wakala Deposit, which
continues to offer competitive returns for its customers.
23
The launch of the private and retail banking investment products including the
new Wakala Deposit and the winning of the three government financing bids
within a short period of time since establishment has strengthened the Bank’s
competitive position in the market.
MANAGEMENT REVIEW OF
OPERATIONS & ACTIVITIES (Continued)
Investments
As the second core business division of the Bank, the Investment Group is
responsible for managing the Bank’s corporate and real estate investment activities.
The Group focuses on key sectors through which the Bank can meet the expectations
and demands of its clients.
The Group is structured into two specialist units: Corporate Investments and Real
Estate Investments. The Corporate Investments Unit focuses primarily on sourcing,
acquiring, managing and exiting private equity deals. The Unit focuses on identifying
opportunities in the MENA region, Asia Pacific and Europe covering alternative
energy, aviation and health care sectors.
During the year the Group closed a US$34 million aviation transaction through
the acquisition of a 1999 built Boeing 777-200ER aircraft on lease to a government
owned entity, Malaysian Airline Systems Berhad.
24 The Group also identified an opportunity in alternative energy where the Bank
acquired rights to construct, commission and operate a 100,000 MT biodiesel
plant in Hong Kong. The technology in use is unique in that the plant uses non-
food raw materials such as waste cooking oil, grease trap waste, non-pork animal
fat and palm oil fatty acid distillate which are converted into Biodiesel. The Biodiesel
plant will be strategically located in a science and technology park in Hong Kong.
On the real estate front, the Bank in partnership with strategic investors established
Manara Developments Company B.S.C.(c), a Bahrain-based real estate development
company, to take advantage of the real estate opportunities in the country. To
date Manara has announced development projects in the pipeline in excess of
US$1 billion.
In addition, the Bank invested in a grand scale investment project in Penang, Malaysia.
The Treasury and Financial Markets Group focuses on providing treasury related
services such as foreign exchange, liquidity management, Sukuk trading and structuring
and distribution of structured products. The team achieved excellent growth in inter-
bank assets, efficiently supported liquidity management, developed new key alliances
with local, regional and international financial institutions, generated positive
contribution to the bottom line, recruited qualified treasury personnel and established
a modern treasury dealing room with all the necessary tools and equipment.
The Bank invested a considerable amount of human and financial resources towards
meeting the Basel II implementation deadline of 2008 as set out by the Central
Bank of Bahrain. The Bank views the implementation of and compliance with the
Basel II Accord as a strategic element of our business model as it will facilitate the
strengthening of our risk management framework and better alignment of risk and
rewards leading to efficient utilization of capital.
The Risk Management and Compliance Group finalized the development of the
Basel II implementation plan, developed all its major risk policies in line with Basel
II framework, provided Basel II and risk management training to all relevant staff
across business and support functions, assessed and short-listed potential vendors
for Basel II and risk systems and finalized the development of the Internal Capital
Adequacy Assessment Framework (ICAAF).
25
The Compliance function under this group ensured that the Bank has adequate
compliance policies and procedures, all relevant staff received appropriate
compliance and anti-money laundering training, timely periodic reporting to the
Board and Executive Management and successful resolution of any significant
matters related to compliance.
CORPORATE GOVERNANCE
The Board provides central leadership to the Bank. It has established and defined
the objectives and strategies that direct the ongoing activities of the Bank to enable
it to achieve its objectives. The roles and responsibilities of the Board of Directors,
their independence, code of conduct and ethics are described in the Board Charter.
SHAREHOLDERS
Board of Directors
Executive Committee
Renumeration Committee
Audit Committee
Management Committee
• Risk / Credit Internal Audit Department
• Investment
• Asset Liability Shari’a Department
• Information Technology
26 Operations, IT &
Investment Support Services
committed to Consistent with the industry’s best practice, the Board has established three
establishing the Committees with defined roles and responsibilities. The Standing Committees of
highest standards in the Board are the Executive Committee, the Audit Committee, and the Remuneration
Committee.
Corporate
Governance. To this Executive Committee
end, it has Has delegated authority within the overall Board authority. Provides direction to
the executive management on all business matters and assumes the role of the
established various Board to address matters arising between Board meetings. The Committee is
committees in line responsible for business matters concerning credit and market risks, strategy
with industry best review and recommendation to the Board.
27
CORPORATE GOVERNANCE (Continued)
MANAGEMENT COMMITTEES
Compliance
The Bank The Bank has in place comprehensive policies and procedures to ensure full
established the compliance with the relevant rules and regulations of the Central Bank of Bahrain
and the Bahrain Stock Exchange, including anti-money laundering, prudential and
Investor Relations
insider trading reporting.
Unit as a step to
enhancing the Communications
The Bank conducts all communications with its stakeholders in a professional,
communication
honest, transparent, understandable, accurate and timely manner. Main
with its communications channels include annual reports, corporate brochure and website,
shareholders. and regular announcements in the appropriate local media and the internet.
29
RISK MANAGEMENT AND COMPLIANCE
At Al Salam Bank - Bahrain we appreciate the fact that we are in the business of
taking risks and our success is largely dependent on how efficiently we identify,
measure, control and manage these risks. Hence, we view risk management as
a core competency from a strategic point of view and the Basel II Accord as a
catalyst to the successful implementation of the pillars of risk management.
With this in mind, the Bank’s establishment plan gave priority to the development
of an effective and practical risk management framework and independent risk
management and compliance function in line with best risk management practice
locally and internationally, the requirements of Central Bank of Bahrain and the
Basel II Accord.
The risk management framework achieves this through the definition of the Bank’s
key risk management principles covering credit, market, operational, strategic and
reputation risks, the role and responsibilities of the Board, Risk Management group
and Senior Management towards risk management, the risk assessment
methodology based on likelihood and consequences, the major risk policies,
procedures and risk limits, the risk management information systems and reports,
the internal control framework and the Bank’s approach to capital management.
30
Board Committees
Comprehensive
Internal Control
Framework
Risk Management
Systems
CAPITAL MANAGEMENT
The cornerstone of risk management framework is the optimization of risk-reward
relationship against the capital available through a focused and well monitored capital
management process involving Risk Management, Finance and Business groups.
CORPORATE GOVERNANCE
The risk management framework is supported by an efficient Corporate Governance
Framework discussed on pages 26 to 29.
RISKS OWNERSHIP
The implementation of the risk management framework bank-wide is the
responsibility of the Risk Management & Compliance Group. Ownership of the
various risks across the Bank lies with the business and support Heads and it is
their responsibility to ensure that these risks are managed in accordance with the
risk management framework. Risk Management will assist business and support
heads in identifying concerns and risks, identifying risk owners, evaluating risks
as to likelihood and consequences, assessing options for accommodating the risks,
prioritizing risk management efforts, developing risk management plans, authorizing
implementation of risk management plans and tracking risk management efforts.
31
RISK MANAGEMENT AND COMPLIANCE (Continued)
In line with its commitment to combat money laundering and terrorist financing,
Al Salam Bank - Bahrain through it’s Anti-Money Laundering policies ensures that
adequate preventive and detective internal controls and systems operate effectively.
The policies govern the guidelines and procedures for client acceptance, maintenance
and monitoring in line with the Central Bank of Bahrain and International standards
such as FATF 40 + 9 recommendations and Basel Committee papers.
All inward and outward electronic transfers are screened against identified sanction
lists issued by certain regulatory bodies including the UN Security Council Sanctions
Committees and US Department of the Treasury - OFAC, in addition to those
designated by the Central Bank of Bahrain.
The compliance program also ensures that all applicable Central Bank of Bahrain
regulations are complied with and/or non-compliance is detected and addressed
in a timely manner. The program includes compliance with regulations set by
Ministry of Industry & Commerce and Bahrain Stock Exchange.
32
CORPORATE SOCIAL RESPONSIBILITY
Since its inception, social responsibility formed a priority for Al Salam Bank–Bahrain.
Bahrainis The Bank adopts a very balanced policy to contribute to the social and economic
accounted well-being of the communities in which it operates. The Bank focused on several
educational initiatives such as the donation towards the Crown Prince International
for 87% of all Scholarship Program.
employees The Bank had several effective sponsorships and participations in local and
at the end international conferences and events such as the “EnviroArabia 2007”, the
sponsorship of the showcase reception held during the IMF & World Bank meeting
of 2007. in Washington, which was an opportunity for the Bank to promote its investments
opportunities and solutions and promote Bahrain as a regional investment hub.
The Bank also sponsored the Second Arab Kids Forum, which looked into inspiring
and empowering of the youth capability that could be a start for the leaders of
the future.
The Bank adopts a policy that supports training and employment. Bahrainis
accounted for 87 per cent of all employees at the end of 2007. Also in 2007 the
Bank received the first batch of university students as part of its Summer Training
Program. The students occupied positions to gain work experience relevant to
their studies. 33
During the year, the Bank has allocated part of its profit to aid society and enhance
the quality of life for everyone, through its support for charitable, educational,
medical, scientific, cultural, social, sporting and environmental organisations.
34
FINANCIAL STATEMENTS
In the name of Allah, The Beneficent, The Merciful, Praise be to Allah, the Lord of the worlds, and blessing and
peace be upon His Prophet Mohammed and the people of His house and His companions.
Firstly:
The Shari’a Supervisory Board (“the Board”) of Al Salam Bank-Bahrain B.S.C. (“the Bank”) supervised the
Bank’s activities and transactions carried out during the year 2007. The Board carried out its role by guiding the
various departments to comply with the principles of Islamic Shari’a and with specific Fatwas. The Board has
conducted various meetings with the Bank’s Management and acknowledged that they have been complying
with the principles of Islamic Shari’a and the Board’s Fatwas.
The Board has studied the transactions submitted by the Bank during the year, approved its contracts, and
responded to related questions and queries. The Board issued suitable decisions and Fatwas to the Bank for
execution.
Secondly:
The Board has reviewed the contracts and agreement templates and requested management adherence to
those templates. Furthermore, the Board has resolved to schedule a training plan for the employees on the
new Shari’a agreements for immediate implementation.
Thirdly:
The Board has reviewed the financial statements and the related notes and disclosures. The Board believes
that:
1. These financial statements fairly represent the Bank’s assets and revenues.
2. The Bank maintains three separate pools i.e. one each for Wakala deposits, Mudaraba
deposits, and shareholders equity. It is the Board’s opinion that the balance sheet and
income statement as well as the distribution of profits to the depositors and shareholders
are presented accordingly.
Fourthly:
The Board noted that the Bank’s Articles of Association have been amended to enable the Bank to pay
Zakah out of the shareholders’ equity, and the Board approves the Zakah payable calculation prepared by
management.
Based on the internal Shari’a audit reports, reviewed transactions and recommendations implemented by
management, the Board confirms that the Bank’s transactions executed during the year do not violate Islamic
Shari’a principles.
We have audited the accompanying financial statements of Al-Salam Bank Bahrain B.S.C. (“the Bank”), which
comprise the balance sheet as at 31 December 2007 and the statement of income, statement of changes in
equity and cash flow statement for the year ended 31 December 2007, and a summary of significant accounting
policies and other explanatory notes.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with International Standards on Auditing and Auditing Standards issued by Accounting
and Auditing Organization for Islamic Financial Institutions. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate for the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
38 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Bank as of 31 December 2007 and of its financial performance and its cash flows for the year ended
31 December 2007 in accordance with Financial Accounting Standards issued by the Accounting and Auditing
Organization for Islamic Financial Institutions and the Islamic Shari’a Rules and Principles as determined by the
Shari’a Supervisory Board of the Bank.
4 February 2008
Manama, Kingdom of Bahrain
39
BALANCE SHEET
31 December 2007
31 December 31 December
2007 2006
Notes BD BD
ASSETS
Cash and balances with Central Bank of Bahrain 4 15,173,663 2,942,042
Central Bank of Bahrain Sukuk 20,380,000 -
Murabaha and Mudaraba with banks 5 224,450,893 105,089,786
Murabaha financing 6 32,641,599 22,963,267
Ijarah Muntahia Bittamleek 6&7 10,435,863 10,382,429
Non-trading investments 8 62,735,696 32,618,646
Investment in an associate 9 8,272,000 2,073,500
Investment properties 1,177,528 1,177,528
Receivables and prepayments 10 10,505,046 8,784,454
Premises and equipment 2,979,252 2,026,884
Investments held-for-sale 9,024,000 –
TOTAL ASSETS 397,775,540 188,058,536
LIABILITIES
Murabaha from banks 96,983,041 23,647,305
Murabaha from non-banks 106,908,709 20,111,967
Customers’ current accounts 5,688,686 5,673,812
Other liabilities 11 8,954,642 2,223,863
218,535,078 51,656,947
UNRESTRICTED INVESTMENT ACCOUNTS 12 19,769,585 –
EQUITY
Share capital 13 120,000,000 120,000,000
Treasury stock 13 – (17,203)
Reserves and retained earnings 14 & 15 38,941,790 16,418,792
Proposed appropriations 32 529,087 –
159,470,877 136,401,589
TOTAL LIABILITIES, UNRESTRICTED INVESTMENTS
ACCOUNTS AND EQUITY 397,775,540 188,058,536
The financial statements have been authorised for issue in accordance with a resolution of the Board of Directors on
4 February, 2008.
40
OPERATING EXPENSES
Staff costs 5,312,083 2,393,760
Premises and equipment cost 423,905 219,525
Depreciation 745,138 54,633
Depreciation on Ijarah Muntahia Bittamleek 1,140,346 –
Other operating expenses 2,981,195 1,342,123
41
Operating income before changes in operating assets and liabilities 12,814,780 5,029,737
INVESTING ACTIVITIES
Purchase of investments held-for-sale (17,845,885) –
Proceeds from sale of investments held-for-sale 8,821,885 –
Investment in an associate (6,198,500) (2,073,500)
Premises and equipment (1,697,506) (2,081,517)
Investment properties – (1,177,528)
Non-trading investments (19,037,698) (20,886,771)
42
FINANCING ACTIVITIES
Issue of equity shares, net of treasury stock – 119,982,797
Proceeds from sale of treasury stock 20,294 –
Unrestricted investment accounts 19,769,585 –
233,608,190 92,285,728
43
Proposed
Share Treasury Statutory Retained Investment appropria Total
capital stock reserve earnings reserve -tions equity
BD BD BD BD BD BD BD
Balance as of
1 January 2007 120,000,000 (17,203) 1,641,879 3,333,225 11,443,688 - 136,401,589
Charitable
donations - - - (100,000) - - (100,000)
Transfer to statutory
reserve - - 2,314,899 (2,314,899) - - -
Sale of
treasury stock - 17,203 3,091 - - - 20,294
Balance at
31 December 2007 120,000,000 - 3,959,869 12,458,881 22,523,040 529,087 159,470,877
Transfer to statutory
reserve - - 1,641,879 (1,641,879) - - -
Balance at
31 December 2006 120,000,000 (17,203) 1,641,879 3,333,225 11,443,688 - 136,401,589
44
a) Incorporation
Al Salam Bank-Bahrain B.S.C. (“the Bank”) was incorporated in the Kingdom of Bahrain under the Bahrain
Commercial Companies Law No. 21/2001 and was registered with Ministry of Industry and Commerce
under Commercial Registration Number 59308 on 19 January 2006. The Bank is regulated and supervised
by the Central Bank of Bahrain (CBB) and has a retail Islamic banking licence and is operating under Islamic
principles, and in accordance with all the relevant regulatory guidelines for Islamic banks issued by the CBB.
The Bank’s registered office is P.O. Box 18282, Building 22, Avenue 58, Block 436, Al Seef District, Kingdom
of Bahrain.
b) Principal activities
The Bank offers a full range of Shari’a-compliant banking services and products. The activities of the Bank
include accepting money placements/deposits, managing profit sharing investment accounts, offering
Islamic financing contracts, dealing in Shari’a-compliant financial instruments as principal/agent, managing
Shari’a-compliant financial instruments and other activities permitted for under the CBB’s Regulated Banking
Services as defined in the licensing framework.
2 ACCOUNTING POLICIES
These financial statements are presented in Bahraini dinars, being the functional currency of the Bank.
Statement of compliance
The financial statements of the Bank are prepared in accordance with the Financial Accounting Standards
(FAS) issued by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) and
in conformity with the Bahrain Commercial Companies Law and the Central Bank of Bahrain and Financial
Institutions Law. In accordance with AAOIFI, for matters for which no AAOIFI standards exist, the Bank uses
the relevant International Financial Reporting Standard.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimating uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below:
The Bank calibrates the valuation techniques periodically and tests these for validity using either prices from
observable current market transactions in the same instrument or other available observable market data.
The principal accounting policies applied in the preparation of these financial statements are set out
below:
Financial contracts
Financial contracts consist of cash and balances with banks and the Central Bank of Bahrain, Murabaha
receivables (net of deferred profit), Mudaraba and Ijarah Muntahia Bittamleek. Balances relating to these
contracts are stated net of provisions for impairment.
Murabaha receivables
Murabaha receivables are stated net of provision for impairment and deferred profits.
Depreciation is provided on a straight-line basis on all Ijarah Muntahia Bittamleek assets other than land
(which is deemed to have an indefinite life), at rates calculated to write off the cost of each asset over the
period of the lease.
Non-trading investments
These are classified as held-to-maturity, available-for-sale or fair value through profit or loss.
All investments are initially recognised at cost, being the fair value of the consideration given including
acquisition costs associated with the investment.
Following the initial recognition of investments, the subsequent period-end reporting values are determined
as follows:
Investments held-to-maturity
Investments which have fixed or determinable payments and fixed maturity which are intended to be held-
to-maturity, are carried at amortised cost, less provision for impairment in value.
47
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
Investments at fair value through profit or loss are recorded in the balance sheet at fair value. Changes in
fair value are recorded as “Unrealised gains on investments designated at fair value through profit or loss”
in statement of income.
Investment in associates
The Bank’s investments in its associates are accounted for under the equity method of accounting. An
associate is an entity over which the Bank has significant influence and which is neither a subsidiary nor a
joint venture.
Under the equity method, the investment in the associate is carried in the balance sheet at cost plus post-
acquisition changes in the Bank’s share of net assets of the associate. Losses in excess of the cost of the
investment in an associate are recognised when the Bank has incurred obligations on its behalf. Goodwill
relating to an associate is included in the carrying amount of the investment and is not amortised. The
income statement reflects the Bank’s share of results of operations of the associate. Where there has been a
change recognised directly in the equity of the associate, the Bank recognises its share of any changes and
discloses this, when applicable, in the statement of changes in equity.
The reporting dates of the associate and the Bank are identical and the associates accounting policy conform
to those used by the Bank for like transactions and events in similar transactions.
48
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
Investment properties
Investment properties are those held to earn rentals and/or for capital appreciation. These are initially
recorded at cost, including acquisition charges associated with the property.
Subsequent to initial recognition, all investment properties are remeasured at fair value and changes in fair
value are recognised in the statement of income as gain or loss in investment properties. The fair value of
the investment properties is determined either based on valuations made by independent valuers or using
internal models with consistent assumptions.
Investment reserve
Unrealised gains resulting from revaluation of “investments carried at fair value through profit or loss” and
“investment properties” recorded in the statement of income are appropriated to an investment revaluation
reserve in equity and are not available for distribution to the shareholders. Upon disposal of the “investment
carried at fair value through profit or loss” or “investment properties”, the cumulative gains related to the
investment are transferred to retained earnings and are available for distribution.
Any impairment loss is recognised in the profit or loss for any initial and subsequent write down of these
assets to fair value, less costs to sell. A gain for any subsequent increase in the fair value, less costs to sell,
is recognised to the extent that it is not in excess of the cumulative impairment loss that was recognised.
49
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
For available for sale equity investments reversal of impairment losses are recorded as increases in cumulative
changes in fair value through equity.
In addition, a collective provision is made to cover impairment for specific groups of assets where there is
a measurable decrease in estimated future cash flows.
Offsetting
Financial assets and financial liabilities can only be offset with the net amount being reported in the balance
sheet when there is a legally enforceable right to set off the recognised amounts and the Bank intends to
either settle on a net basis, or intends to realise the asset and settle the liability simultaneously.
For national employees, the Bank makes contributions to General Organisation for Social Insurance calculated
as a percentage of the employees’ salaries. The Bank’s obligations are limited to these contributions, which
are expensed when due.
50
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
Revenue recognition
Murabaha
Where the income is quantifiable and contractually determined at the commencement of the contract,
income is recognised on a time-apportioned basis over the period of the contract based on the principal
amounts outstanding. Where the income from a contract is not quantifiable, it is recognised when realised.
Accrual of income is suspended when the Bank believes that the recovery of these amounts may be doubtful
or normally when the repayments are overdue by 90 days, whichever is earlier.
Mudaraba
Income on Mudaraba transactions are recognised when the right to receive is established or these are
declared by the Mudarib, whichever is earlier.
Dividends
Revenue is recognised when the Bank’s right to receive the payment is established.
Ijarah
Ijarah Muntahia Bittamleek income is recognised on a time-proportionate basis over the lease term.
Fee income on financing transactions: Fees earned on financing transactions include up-front fees and early
maturity fees. These fees are recognised when earned. To the extent the fees are deemed yield enhancement
they are recongised over the period of the financing contracts.
Fee income from transaction services: Fees arising from corporate finance, corporate advisory, arranging the
sale of assets and wealth management are recognised upon completion of the underlying transaction or on
a time proportionate basis when the fee is linked to time.
For investments where there is no quoted market price, a reasonable estimate of fair value is determined by
reference to current market value of another instrument, which is substantially the same, or is based on the
assessment of future cash flows. The cash equivalent values are determined by the Bank at current profit
rates for contracts with similar terms and risk characteristics.
For investments having fixed or determinable payments fair value is based on the net present value of
estimated future cash flows determined by the Bank using current profit rates for investments with similar
51
terms and risk characteristics.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
Fiduciary assets
Assets held in a fiduciary capacity are not treated as assets of the Bank.
Zakah
In accordance with the Articles of Association, the Bank is required to pay Zakah on all realised retained
earnings and reserves on behalf of the shareholders, excluding paid-up capital and share premium
which are the responsibility of the shareholders. The Bank is obligated to calculate and notify individual
shareholders of their share of Zakah payable. The Bank’s Shari’a Supervisory Board approves these
calculations. Zakah is treated as an appropriation from the retained earnings.
53
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
As at 31 December 2007, financial instruments have been classified for the purpose of measurement
under International Accounting Standard 39 Financial Instruments: Recognition and Measurement as
follows:
Financial
assets at Financial Financial
fair value Financing assets at liabilities at
through profit and amortised amortised
or loss receivables cost cost Total
BD BD BD BD BD
ASSETS
Cash and balances with
Central Bank of Bahrain - - 15,173,663 - 15,173,663
Central Bank of Bahrain Sukuk - - 20,380,000 - 20,380,000
Murabaha and Mudaraba with
banks - - 224,450,893 - 224,450,893
Murabaha financing - 32,641,599 - - 32,641,599
Ijarah Muntahia Bittamleek - 10,435,863 - - 10,435,863
Non-trading investments 62,735,696 - - - 62,735,696
Receivables - 10,156,438 - - 10,156,438
62,735,696 53,233,900 260,004,556 - 375, 974,152
UNRESTRICTED INVESTMENT
ACCOUNTS - - - 19,769,585 19,769,585
- - - 229,350,021 229,350,021
54
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
UNRESTRICTED INVESTMENT
ACCOUNTS - - - - -
- - - 49,433,084 49,433,084
2007 2006
BD BD
Mandatory reserve with Central Bank of Bahrain 5,640,000 930,000
Cash and other balances with Central Bank of Bahrain 1,814,814 505,920
Balances with other banks 7,718,849 1,506,122
55
15,173,663 2,942,042
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
31 December 2007
Up to 3 months to
3 months 6 months Total
BD BD BD
31 December 2006
Up to 3 months to
3 months 6 months Total
BD BD BD
Deferred profit on Murabaha and Mudaraba with banks as of 31 December 2007 amounted to
BD 188,345 (2006: BD 220,724).
At 31 December 2007, no provisions existed for Murabaha and Ijarah Muntahia Bittamleek
contracts (2006: Nil).
56
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
This represents net investments in assets leased for periods which either approximate or cover major parts
of the estimated useful lives of such assets.The lease agreements stipulate that the lessor undertakes to
transfer the leased assets to the lessee upon receiving the final rental payment.
2007 2006
BD BD
The future minimum lease receivable payments in aggregate are as follows:
2007 2006
BD BD
Ijarah Muntahia Bittamleek are divided into the following asset classes:
Income recognized on Ijarah financing in the year ended 31 December 2007 amountd to BD 905,497
(2006: BD 321,627).
8 NON-TRADING INVESTMENTS
2007 2006
BD BD
Quoted 12,051,192 7,914,375
Unquoted 50,684,504 24,704,271
57
62,735,696 32,618,646
These represent investments classified as fair value through profit or loss and are carried at fair value.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
9 INVESTMENT IN AN ASSOCIATE
During 2007 the Bank had taken a 20% stake in Al Salam Bank Algeria (ASBA), a bank incorporated in
Algeria. Al Salam Bank Algeria is not listed on any public exchange.The following table illustrates the
summarised financial information of the Bank’s investment in ASBA:
2007 2006
BD BD
Share of the associate’s balance sheet:
Assets 8,279,141 -
Liabilities 318,766 -
Net assets 7,960,375 -
Carrying amount of the investment 8,272,000 2,073,500
Al Salam Bank Algeria was in the process of being incorporated as of 31 December 2006, therefore no
comparitive figures are included.
Other receivables include advance payments amounting to BD 4,154,051 (2006: BD 7,540,000) for the
acquisition of investments.The related acquisitions and transfers of title to the underlying investments
were in the process of being concluded at the year-end.
11 OTHER LIABILITIES
2007 2006
BD BD
Profit payable 1,176,903 161,845
58 Accounts payable and accruals 7,640,165 2,003,748
End of services benefits 137,574 58,270
8,954,642 2,223,863
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
Unrestricted investment account holders’ funds are commingled with the Bank’s funds and invested
in short-term highly liquid Commodity Murabaha and/or Wakala deposits. According to the terms of
acceptance of the unrestricted investment accounts, 100% of the funds are invested after deducting
a mandatory reserve. All unrestricted investment accounts have no restriction on cash withdrawal,
therefore the Mudarib fee ranges between 40% and 50%.
13 SHARE CAPITAL
2007 2006
BD BD
Authorised:
1,200,000,000 ordinary shares of BD 0.100 each 120,000,000 120,000,000
It was resolved by the Extraordinary General Assembly meeting held on 10 September 2007 to split
the nominal value of the issued and fully paid-up shares of the Bank from BD 1 each to 10 shares of
100 fils (BD 0.100) each. The resolution was implemented effective 18 November 2007. Accordingly,
the number of authorised, issued and paid-up shares increased from 120 million ordinary shares to 1.2
billion ordinary shares.The calculation of earnings per share has been adjusted retroactively as required
by IAS 33.
In 2006, the founders of the Bank subscribed for 65% of the paid-up capital and the remaining 35% of
the shares were offered to the public. The initial public offer for 42 million shares was made at an issue
price of BD 1.050 per share, including issue expenses of BD 0.050 per share, in February 2006. The
share allotment was completed on 19 March 2006 with the approval of the Capital Markets Supervision
Directorate of the CBB and the Bank issued 42,000,000 shares. The allotment process resulted in the
Bank purchasing 17,203 shares, being fractional shares, as treasury stock at the issue price. The issue
expenses collected on the shares issued were reimbursed to Co-Lead Manager as placement fee as per
terms specified in the offering prospectus.
14 STATUTORY RESERVE
As required by Bahrain Commercial Companies Law and the Bank’s articles of association, 10% of the 59
net profit for the year has been transferred to the statutory reserve. The Bank may resolve to discontinue
such annual transfers when the reserve totals 50% of the paid up share capital of the Bank. The reserve
is not distributable except in such circumstances as stipulated in the Bahrain Commercial Companies
Law and following the approval of the Central Bank of Bahrain.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
15 INVESTMENT RESERVE
During the year BD 11,079,352 (2006: BD 11,443,688) was transferred from retained earnings to
the investment reserve.The reserve represents unrealised gains from revaluation of investments and
investment properties carried at fair value though profit or loss, and is not available for distribution
under the Bank’s Shari’a policies until transferred back to retained earnings upon disposal of the assets
and realisation of the gains.
Related parties comprise major shareholders, directors of the Bank, close members of their families, entities
owned or controlled by them and companies affiliated by virtue of common ownership or directors with
that of the Bank. The transactions with these parties were made on commercial terms.
The significant balances with related parties at 31 December 2007 were as follows:
2007
Directors
Joint and related Senior
ventures entities management Total
BD BD BD BD
Assets
Murabaha financing - 4,603,987 45,896 4,649,883
Ijarah Muntahia Bittamleek - 6,807,337 253,129 7,060,466
Receivables and prepayments 600 196,325 1,275 198,200
Liabilities
Murabaha from non-banks 1,453,500 568,410 576,490 2,598,400
Customer current accounts - 164,027 21,767 185,794
60 Other liabilities 2,985 1,291 62,583 66,859
Unrestricted investment accounts - 50,315 608,454 658,769
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
The income and expenses in respect of related parties included in the financial statements are as follows:
2007
Directors
Joint and related Senior
ventures entities management Total
BD BD BD BD
Income
Income from Murabaha and Mudaraba - 557,661 3,139 560,800
Income from Ijarah Muntahia Bittamleek - 371,853 7,166 379,019
Fees and commission income (note 16) - 19,250 938 20,188
Expenses
Profit paid on Murabaha from non-banks 165,372 42,062 26,002 233,436
Share of profits on unrestricted investment accounts - 39 1,082 1,121
2006
Directors
Joint and related Senior
ventures entities management Total
BD BD BD BD
Assets
Murabaha financing - 1,221,011 39,447 1,260,458
Ijarah Muntahia Bittamleek - 4,800,884 - 4,800,884
Liabilities
Customer current accounts 361,711 - - 361,711
Murabaha from non-banks 4,332,436 9,052,950 - 13,385,386
The income and expenses in respect of related parties included in the financial statements are as follows:
Income
Income from Murabaha and Mudaraba - - 223 223
Income from Ijarah Muntahia Bittamleek - 158,553 - 158,553
Fees and commission income (note 16) - 21,101 - 21,101
Expenses
Profit paid on Murabaha from non-banks 63,099 65,630 - 128,729
Share of profits on unrestricted investment accounts - - - -
In 2006, income from Murabaha and Mudaraba received from related parties included a profit of BD
3.77 million which was earned and received through the co-lead manager, a related party, in connection
with investments made by the related party on behalf of the Bank using the IPO proceeds. 61
Compensation of key management personnel, consisting solely of short-term benefits, paid during the
year was BD 2,329,980 (2006: BD 1,281,398).
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
18 COMMITMENTS
Undrawn commitments
The Bank has a contracted financing commitment to the extent of BD 6,409,746 (2006:
BD 2,790,779) which remained undrawn as at the year end. In addition, the Bank had an undrawn capital
commitment of BD 32,601,265 (2006: BD 2,008,000) as at the year end on account of investments.
Commitments generally have fixed expiration dates, or other termination clauses. Since commitment
may expire without being drawn upon, the total contract amounts do not necessarily represent future
cash requirements.
19 CREDIT RISK
Risk management
Credit risk is the risk that one party to a financial contract will fail to discharge an obligation and
cause the other party to incur a financial loss.The Bank attempts to controls credit risk by monitoring
credit exposures, setting limits for transactions with counterparties, and continually assessing the
creditworthiness of counterparties.
In addition to monitoring credit limits, the Bank manages the credit exposures by entering into collateral
arrangements with counterparties in appropriate circumstances and by limiting the duration of the
exposure.
62 Murabaha receivables
The Bank arranges Murabaha transactions by buying an asset (which represents the object of the
Murabaha) and then selling this asset to customers (beneficiary) after adding a margin of profit over the
cost.The sale price (cost plus profit margin) is repaid in installments over the agreed period.
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
a) The credit quality of Murabaha and Mudaraba with banks subject to credit risk is as follows:
31 December 2007
Past due or
Neither past due nor impaired individually
‘A’ Rated ‘B’ Rated Unrated impaired Total
BD BD BD BD BD
31 December 2006
Past due or
Neither past due nor impaired individually
‘A’ Rated ‘B’ Rated Unrated impaired Total
BD BD BD BD BD
The ratings referred to in the above tables are by one or more of the 4 international rating agencies
(Standards & Poors, Moody’s, Fitch and Capital Intelligence).
63
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
31 December 2007
31 December 2006
All internal risk ratings are tailored to the various categories and are derived in accordance with the
Bank’s rating policy.The attributable risk ratings are assessed and updated regularly.
64
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
c) Past due but not impaired Murabaha financing, and Ijarah Muntahia Bittamleek are analysed as
follows:
31 December 2007
0-30 days 30-90 days > 90 days Total
BD BD BD BD
31 December 2006
0-30 days 30-90 days > 90 days Total
BD BD BD BD
Murabaha financing - - - -
Ijarah Muntahia Bittamleek - - - -
- - - -
Of the total aggregate amount of past due but not impaired Murabaha and Ijarah financing,
BD 997,380 is covered by a collateral of BD 1,717,930.
The maximum credit risk, without taking into account the fair value of any collateral and
Shari’a-compliant netting agreements, is limited to the amounts on the balance sheet plus commitments
to customers disclosed in note 18.
At 31 December 2007, the amount of credit exposure in excess of 10% of equity to individual
counterparties was nil (2006: nil).
20 CONCENTRATIONS
Concentrations 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 indicate the relative sensitivity of the Bank’s performance to developments
65
affecting a particular industry or geographic location. The Bank manages its credit risk exposure through
diversification of financing activities to avoid undue concentrations of risks with customers in specific
locations or businesses.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
20 CONCENTRATIONS (Continued)
The distribution of assets, liabilities and unrestricted investment accounts by geographic region and
industry sector was as follows:
2007 2006
Liabilities, Liabilities,
unrestricted unrestricted
investment investment
accounts accounts
Assets and equity Commitments Assets and equity Commitments
BD BD BD BD BD BD
Geographic region
GCC 355,982,172 223,612,663 6,409,746 153,948,549 48,318,047 2,790,779
Arab World 10,201,788 4,177,469 - 17,250,408 - -
Europe 27,161,365 9,930,884 - 16,581,353 3,338,900 -
Asia 3,570,847 576,258 26,344,625 255,606 - 2,008,000
America 779,299 7,389 - 22,620 - -
Others 80,069 - 6,256,640 - - -
397,775,540 238,304,663 39,011,011 188,058,536 51,656,947 4,798,779
Equity - 159,470,877 - - 136,401,589 -
397,775,540 397,775,540 39,011,011 188,058,536 188,058,536 4,798,779
Industry sector
Trading and
manufacturing 5,217,109 71,317 1,750,000 6,668,012 3,225,972 -
Banks and financial
institutions 302,534,030 173,002,367 - 122,256,947 38,716,628 -
Real estate 56,991,542 6,152,146 8,537,265 51,992,775 6,787,056 2,008,000
Aviation 7,159,208 - - 4,800,884 - -
Individuals 10,846,341 49,883,876 4,659,746 39,446 115,661 2,790,779
Others 15,027,310 9,194,957 24,064,000 2,300,472 2,811,630 -
397,775,540 238,304,663 39,011,011 188,058,536 51,656,947 4,798,779
Equity - 159,470,877 - - 136,401,589 -
397,775,540 397,775,540 39,011,011 188,058,536 188,058,536 4,798,779
66
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
21 MARKET RISK
Market risk arises from fluctuations in global yields on financial instruments and foreign exchange rates
that could have an indirect effect on the Bank’s assets value and equity prices. The Board has set
limits on the risk that may be accepted. This is monitored on a regular basis by the Asset and Liability
Committee of the Bank.
Equity price risk arises from fluctuations in equity prices.The Board has set limits on the amount and type
of investments that may be accepted. This is monitored on an ongoing basis by the Bank’s Investment
Committee.
The effect on income (as a result of changes in the fair values of non-trading investments held at fair
value through profit or loss) solely due to reasonably possible changes in equity prices, is as follows:
2007
Change in Effect on Change in Effect on
index net profit index net profit
% BD % BD
Quoted:
GCC 10 1,091,361 (10) (1,091,361)
Unquoted 10 5,068,450 (10) (5,068,450)
2006
Change in Effect on Change in Effect on
index net profit index net profit
% BD % BD
Quoted:
GCC 10 737,100 (10) (737,100)
Unquoted 10 2,470,427 (10) (2,470,427)
The Bank has exposure to fluctuations in the profit rates on its assets and liabilities. The Bank recognises
income on certain financial assets on a time-apportioned basis. The Bank has set limits for profit return
risk and these are monitored on an ongoing basis by the Bank’s Asset Liability Committee (ALCO).The 67
following table indicates the gaps in the profit rate profile at the balance sheet date and the effective
yield/cost, set out as a percentage of principal, of assets/liabilities on which income is generated or
profit is payable.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
The Bank’s profit sensitivity position based on the earlier of contractual repricing arrangements or
maturity at 31 December 2007 has been shown in the table below:
31 December 2007
Not exposed by Effective
Up to 3 3 months 1 to 5 Over 5 profit profit
months to 1 year years years rate risk Total rates
BD BD BD BD BD BD
ASSETS
Cash and balances with
Central Bank of Bahrain - - - - 15,173,663 15,173,663
Central Bank of Bahrain
Sukuk 1,560,000 18,820,000 - - - 20,380,000 5.42%
Murabaha and Mudaraba
with banks 224,074,527 376,366 - - - 224,450,893 4.09%
Murabaha financing 18,750,210 5,524,705 8,246,684 120,000 - 32,641,599 8.41%
Ijarah Muntahia Bittamleek 107,861 631,093 8,561,766 1,135,143 - 10,435,863 8.04%
Non-trading investments - - 2,275,111 - 60,460,585 62,735,696 9.50%
Investment in an associate - - - - 8,272,000 8,272,000
Investment properties - - - - 1,177,528 1,177,528
Receivables and
prepayments 501,955 312,342 407,104 6,177 9,277,468 10,505,046
Premises and equipment - - - - 2,979,252 2,979,252
Investments held-for-sale - - - - 9,024,000 9,024,000
244,994,553 25,664,506 19,490,665 1,261,320 106,364,496 397,775,540
31 December 2006
Not exposed by Effective
Up to 3 3 months 1 to 5 Over 5 profit profit
months to 1 year years years rate risk Total rates
BD BD BD BD BD BD
ASSETS
Cash and balances with
Central Bank of Bahrain - - - - 2,942,042 2,942,042
Murabaha and Mudaraba
with banks 90,273,686 14,816,100 - - - 105,089,786 5.28%
Murabaha financing 3,073,000 10,088,261 9,802,006 - - 22,963,267 8.20%
Ijarah Muntahia
Bittamleek 2,175,236 3,843,400 4,363,793 - - 10,382,429 8.45%
Non-trading investments - - - - 32,618,646 32,618,646
Investment in an associate - - - - 2,073,500 2,073,500
Investment properties - - - - 1,177,528 1,177,528
Receivables and
prepayments 253,613 1,864 113,555 529,429 7,885,993 8,784,454
Premises and equipment - - - - 2,026,884 2,026,884
95,775,535 28,749,625 14,279,354 529,429 48,724,593 188,058,536
LIABILITIES AND UNRESTRICTED
INVESTMENT ACCOUNTS
Murabaha from banks 23,647,305 - - - - 23,647,305 5.26%
Murabaha from non-banks 20,111,967 - - - - 20,111,967 5.20%
Customers’ current
accounts - - - - 5,673,812 5,673,812
Other liabilities 161,845 - - - 2,062,018 2,223,863
UNRESTRICTED INVESTMENT
ACCOUNTS - - - - - -
43,921,117 - - - 7,735,830 51,656,947
Profit pricing gap 51,854,418 28,749,625 14,279,354 529,429 40,988,763 136,401,589
Cumulative profit
pricing gap 51,854,418 80,604,043 94,883,397 95,412,826 136,401,589
The effect on income solely due to reasonably possible immediate and sustained changes in profit
return rates, affecting both floating rate assets and liabilities and fixed rate assets and liabilities with
maturities less than one year are as follows:
2007
Change in Effect on Change in Effect on
rate net profit rate net profit
69
% BD % BD
US Dollars 1 233,879 (1) (233,879)
Bahraini Dinars 1 361,379 (1) (361,379)
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
24 CURRENCY RISK
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange
rates. The Board has set limits on positions by currency. Positions are monitored on a periodic basis by the Bank’s
Asset Liability Committee to ensure positions are maintained within established limits.
Substantial portion of the Bank’s assets and liabilities are denominated in Bahrain Dinars or US Dollars. The Bank had
the following significant net exposures denominated in foreign currencies as of 31 December :
2007 2006
BD BD
US Dollars 12,150,234 57,231,592
Saudi Riyals 10,889,630 8,705,404
The effect on income solely due to reasonably possible immediate and sustained changes in exchange rates is as
follows:
2007
Change in Effect on Change in Effect on
rate net profit rate net profit
% BD % BD
US dollars to Bahraini Dinar 1 121,502 (1) (121,502)
2006
Change in Effect on Change in Effect on
rate net profit rate net profit
% BD % BD
US dollars to Bahraini Dinar 1 572,316 (1) (572,316)
25 LIQUIDITY RISK
70
Liquidity risk is the risk that the Bank will be unable to meet its liabilities as they fall due. Liquidity risk
can becaused by market disruptions or credit downgrades which may impact certain sources of funding.
To mitigate this risk, management has diversified funding sources and assets are managed with liquidity
in mind, maintaining an adequate balance of cash, cash equivalents and readily marketable securities.
Liquidity position is monitored on an ongoing basis by the Bank’s Asset Liability Committee.
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
The table below summarizes the maturity profile of the Bank’s assets and liabilities based on remaining contractual
repayment arrangements. Maturity periods for investments are based on expected exit dates.
31 December 2007
Up to 3 months 1 to 5 Over 5
3 months to 1 year years years Total
BD BD BD BD BD
ASSETS
Cash and balances with
Central Bank of Bahrain 15,173,663 - - - 15,173,663
Central Bank of Bahrain
Sukuk 1,560,000 - 18,820,000 - 20,380,000
Murabaha and Mudaraba
with banks 224,074,527 376,366 - - 224,450,893
Murabaha financing 13,862,210 5,524,705 13,134,684 120,000 32,641,599
Ijarah Muntahia Bittamleek 107,861 631,093 8,561,767 1,135,142 10,435,863
Non-trading investments - - 62,735,696 - 62,735,696
Investment in an associate - - - 8,272,000 8,272,000
Investment properties - 1,177,528 - - 1,177,528
Receivables and prepayments 9,632,557 56,096 810,216 6,177 10,505,046
Premises and equipment - - 2,979,252 - 2,979,252
Investments held-for-sale - 9,024,000 - - 9,024,000
264,410,818 16,789,788 107,041,615 9,533,319 397,775,540
UNRESTRICTED INVESTMENT
ACCOUNTS 19,769,585 - - - 19,769,585
UNRESTRICTED INVESTMENT
ACCOUNTS - - - - -
51,656,947 - - - 51,656,947
72
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
26 SEGMENT INFORMATION
For management purposes, the Bank is organised into four major business segments:
Banking principally managing Shari’a compliant profit sharing investment accounts, and offering Shari’a
compliant financing contracts and other Shari’a-compliant products. This segment comprises
corporate banking, retail banking and private banking and wealth management.
Treasury principally handling Shari’a-compliant money market, trading and treasury services includingshort-
term commodity Murabaha.
Investments principally the Banks’ proprietary portfolio and serving clients with a range of investment products,
funds and alternative investments.
Capital manages the undeployed capital of the bank by investing it in high quality financial instruments,
incurs all expenses in managing such investments and accounts for the capital governance related
expenses.
These segments are the basis on which the Bank reports its primary segment information. Transactions between
segments are conducted at estimated market rates on an arm’s length basis. Transfer charges are based on a pool
rate which approximates the cost of funds.
Segment information for the year ended 31 December 2007 was as follows:
31 December 2007
Banking Treasury Investments Capital Total
BD BD BD BD BD
Operating income 12,972,517 866,524 11,184,478 8,829,000 33,852,519
Segment result 8,000,973 51,399 8,335,463 6,761,159 23,148,994
Other information
Segment assets 42,574,473 175,158,216 84,587,099 95,455,752 397,775,540
Segment liabilities, URIA
and equity 126,635,534 104,044,820 23,241,303 143,853,883 397,775,540
73
NOTES TO THE FINANCIAL STATEMENTS (Continued)
31 December 2007
Other information
Segment assets 30,815,622 19,534,393 46,566,958 91,141,563 188,058,536
Segment liabilities, URIA
and equity 26,043,987 23,712,259 327,435 137,974,855 188,058,536
The Bank primarily operates in the GCC and derives substantially all its operating income and incurs all operating
expenses in the GCC.
27 FIDUCIARY ASSETS
Funds under management at the year-end amounted to BD 26,202,212 (2006: BD 22,041,590). These assets are
held in a fiduciary capacity and are not included in the balance sheet.
The Bank’s Shari’a Supervisory Board consists of four Islamic scholars who review the Bank’s compliance with
general Shari’a principles and specific fatwa’s, rulings and guidelines issued.Their review includes examination of
evidence relating to the documentation and procedures adopted by the Bank to ensure that its activities are
conducted in accordance with Islamic Shari’a principles.
The estimated fair value of the Bank’s financial instruments are not significantly different from their book values as
at 31 December 2007.
74
30 EARNINGS AND EXPENSES PROHIBITED BY SHARI’A
As at 31 December 2007, the Bank received income from non-Islamic institution totaling BD 151 (2006: Nil).These
funds were held as payable to charity as they are prohibited by Shari’a law.
NOTES TO THE FINANCIAL STATEMENTS
31 December 2007
31 SOCIAL RESPONSIBILITY
The Bank discharges its social responsibility through Zakah, charity fund expenditures and donations to the good
faith qard fund which is used for charitable purposes. During the period the Bank incurred an amount of BD 35,100
(2006: BD 8,274) on account of charitable donations.
32 ZAKAH
The total Zakah payable as of 31 December 2007 amounted to BD 4,051,134 of which BD 529,087, representing
the Zakah on the statutory reserve, general reserve and retained earnings balances for the period from
19 January 2006 to 31 December 2007, is payable by the Bank.The remaining Zakah balance amounting to
BD 3,522,047 or 2.94 fils per share is due and payable by the shareholders.
33 CAPITAL
The adequacy of the Bank’s capital is monitored using, primarily, the rules and ratios established by the Basel
Committee on Banking Supervision and adopted by the Central Bank of Bahrain.The primary objective of the
Bank’s capital management is to ensure that it complies with externally imposed capital requirements. The Bank
complied in full with all externally imposed capital requirements during the years ended 31 December 2007 and
31 December 2006.
The risk assets ratio calculations, in accordance with the ‘Basel II’ capital adequacy guidelines of the Central Bank of
Bahrain are as follows:
2007 2006
BD BD
Capital Base (Tier 1) 126,809,000 132,412,000
34 COMPARATIVE FIGURES 75
Certain of the prior year’s figures have been reclassified to conform to the presentation adopted in the current pe-
riod.Such reclassification did not affect previously reported net income or shareholders’ equity.