Jordan's Pharmaceutical Success Story
Jordan's Pharmaceutical Success Story
w w w. j k b . c o m
ANNUAL REPORT
Pharmaceutical Industry in Jordan: A Story of Success and Excellence
Amman Branches
Inspired by the Bank’s institutional motto “More than just JKB’s management envisioned the theme “Story of success
a bank”, Jordan Kuwait Bank makes the effort to and excellence” for its 2012 annual report depicting the Branches
Main Branch Jubaiha Branch Nazzal Branch Mecca St. Branch
introduce, every year, a new theme for its annual report; unique and distinctive success story of the pharmaceutical Tel. 5629400 – Fax 5694105 Tel. 5346763 – Fax 5346761 Tel. 4383906 – Fax 4383905 Tel. 5532156 - Fax 5532152
highlighting examples of innovative models of Jordanian industry in Jordan represented by the model company, Abdali Branch Amra / Um Outhaina Branch Mecca Mall Branch Al-Rawnaq Branch and
persons and institutions who have been recognized Hikma Pharmaceuticals PLC, and its chairman and founder, Tel. 5629400 – Fax 5662374 Tel. 5535292 – Fax 5516561 Tel. 5517967 – Fax 5517836 Tel. 5850392 - Fax 5850327
locally and globally for their ingenuity and exceptional His Excellency Dr. Samih Darwazah. Jabal Amman Branch Abdoun Branch Al-Rabiyah Branch Southern Sweileh Branch Offices
achievements across the economic, social, artistic and The pharmaceutical industry in Jordan enjoys a high Tel. 4641317– Fax 4611391 Tel. 5924195 – Fax 5924194 Tel. 5510839 – Fax 5511479 Tel. 5356259 – Fax 5356830
cultural arenas. reputation and occupies a prominent position both at Wehdat Branch Abu-Nsair Branch Al-Mougablain Branch Zain Office
Tel. 4777174 – Fax 4750220 Tel. 5235223 – Fax 5235226 Tel. 4203723 – Fax 4203715 Tel. 5810734 - Fax 5810927
home and abroad. It is one of the major pillars of the Commercial Center Branch Marka Branch Marj El-Hamam Branch King Abdullah Bureau Office
economy and is a leading partner towards our country’s Tel. 4624312 – Fax 4611381 Tel. 4889531 – Fax 4889530 Tel. 5731053 – Fax 5716832 Tel. 4626990 – Fax 4626995
prosperity and development, as it contributes Tla’ El’Ali Branch Ibn Khaldoun Branch City Mall Branch Mecca Mall Office
significantly to the gross domestic product and has an Tel. 5532168 – Fax 5518451 Tel. 4613902 – Fax 4613901 Tel. 5824318 – Fax 5825426 Tel. 5813954 – Fax 5814239
important share of the total national exports. Jabal Al-Hussein Branch Shmeissani Branch Wadi Saqra Branch Petra University Office
Tel. 5658664 – Fax 5658663 Tel. 5685403 – Fax 5685358 Tel. 5679241 – Fax 5679146 Tel. 5711283 – Fax 5713079
While shedding light on the pharmaceutical industry in
Abu-Alanda Branch Vegetable Market Branch Dabouq Branch Sweileh Office
Jordan, it is imperative to also shed light on one of the Tel. 4162756 – Fax 4161841 Tel. 4127588 – Fax 4127593 Tel. 5412312 – Fax 5521337 Tel. 5359986 – Fax 5359964
largest and leading companies in the industry, Hikma Yarmouk Branch Madinah Munawarah St. Branch Al-Madina Al-Riyadiyah Branch Dair Ghbar Office
Pharmaceuticals, which has managed over the years and Tel. 4779102 – Fax 4750230 Tel. 5533561 – Fax 5533560 Tel. 5162165 - Fax 5162358 Tel. 5853854 – Fax 5853705
since its inception in 1978, to occupy an advanced Wadi El-Seir Branch Sweifiyyah Branch Khalda Branch Auto Loans Unit
position amongst some of the largest pharmaceutical Tel. 5858864 – Fax 5810102 Tel. 5851028 – Fax 5851931 Tel. 5370835 - Fax 5370925 Tel. 5535115 – Fax 5535116
companies worldwide and enhance its presence in
various foreign markets through its diverse and Middle Region Branches
distinctive products. We cannot pass this opportunity
Baq’ah Branch Madaba Branch Al- Ahliyyah Amman University Branch Al-Salt Office
without expressing our deepest appreciation and due Tel. 4725090 – Fax 4726101 Tel. 05/3253568 – Fax 05/3253569 Tel. 05/3500029 – Fax 05/3500048 Tel. 05/3558995 – Fax 05/3558994
praise to the successful management and inspiring
leadership of the founder and chairman of the company, North Region Branches
H.E. Dr. Samih Darwazah, a devoted Jordanian with
Irbid Branch Al-Husson St. Branch - Irbid Yarmouk University Branch Al-Mafraq Office
outstanding achievements, distinguished for his
Tel. 02/7243665 – Fax 02/7247880 Tel. 02/7248496/7 – Fax 02/7248498 Tel. 02/7256065 – Fax 02/7255315 Tel. 02/6235901 – Fax 02/6235902
determination and contributions to the development and
prosperity of Jordan, and acclaimed for his great South Region Branches
qualities, ethics and loyalty to our country.
Aqaba Branch Al-Karak Office
JKB’s management and staff are pleased to include in Tel. 03/2015190 – Fax 03/2016188 Tel. 03/2396102 – Fax 03/2396002
the Bank’s 2012 annual report some words and pictures
of the pharmaceutical Industry in Jordan and Hikma Zarqa Area Branches
Pharmaceuticals, and to express our appreciation and
Zarqa Branch Russaifeh Branch Zarqa Free Zone Branch New Zarqa Branch
admiration for the success of all the companies and Tel. 05/3997088 – Fax 05/3998677 Tel. 05/3744151 – Fax 05/3744152 Tel. 05/3826196 – Fax 05/3826195 Tel. 05/3864556 – Fax 05/3864557
affiliates within this sector, wishing them all further
success and continued excellent achievements. Branches outside Jordan
Regional Management & Ramallah Branch Nablus Branch Cyprus Branch
Tel. +970 22 406447 – Fax +970 22 406443 Tel. +970 92 376413/4 – Fax +970 92 377181 Tel. +357 25 875555 – Fax +357 25 582339
ATM Locations
Head Office (Drive Thru ATM) Al-Mougablain Branch Petra University Office
Head Office / Main Street Sweifiyyah Branch Sweileh Office
Cyber Branch - Jabal Amman Abdoun Branch Safeway-Shmeissani
Zarqa Branch Abu-Nsair Branch Zain Headquarters
Wehdat Branch Mecca Mall Branch-Mecca St. Arab Orient Insurance Co.
Tla’a El’Ali Branch Mecca Street Branch Cozmo Center
Jabal Al-Hussein Branch Marj El-Hamam Branch City Mall
Aqaba Branch Wadi Saqra Branch Al-Baraka Mall
Abu-Alanda Branch Al-Rabiyah Branch Crown Plaza Hotel
Yarmouk Branch Dabouq Branch Ramada Hotel
Wadi El-Seir Branch Irbid Branch Kempinski Hotel-Aqaba P.O.Box 9776, Amman 11191 - Jordan
Jubaiha Branch Al-Husson St. Branch-Irbid Jabal Al-Weibdeh Tel. (962 6) 5629400 , Fax (962 6) 5695604
Russaifeh Branch Yarmouk University Branch- Irbid Isteklal Hospital SWIFT: JKBAJOAM
Amra Branch Al-Madina Al-Riyadiyah Branch Rawhi Pharmacy / Abdoun
E-mail:webmaster@jkbank.com.jo
Marka Branch Khalda Branch Mobile ATM
http://www.jkb.com
Ibn Khaldoun Branch Al-Rawnaq Branch Al-Manaseer Gas Station / Wadi El-Seir
Shmeissani Branch Southern Sweileh Branch Al-Manaseer Gas Station / Zarqa
Madinah Munawarah Branch Commercial Center Branch ATM for persons with visual disabilities/ Jabal Amman
New Zarqa Branch Al- Ahliyyah Amman University Branch ATM for persons with visual disabilities / Jubeiha Branch
Madaba Branch Dair Ghbar Office Ramallah Branch
Nazzal Branch Al-Mafraq Office Nablus Branch
Cyber Branch-Sweifiyyah Al-Salt Office
Baq’ah Branch Al-Karak Office
His Majesty King Abdullah II, of Jordan, inaugurates Hikma Farmacêutica
in Portugal along with Dr. Samih Darwazah and members of the staff.
multinational pharmaceutical group focused on developing, Hikma’s vision is to be a leader, both in the Middle East and Novartis American Regent,
3.80 %
manufacturing and marketing a broad range of both branded globally, by demonstrating how the strategic objectives of a Pfizer
SagentPharm,
and non-branded generic and in-licensed products. business can be successfully achieved alongside a Hikma Pharma 4.00 %
sustainable interaction with the natural and social Merck & Co. Henry Schein Inc.,
The group develops, manufactures and markets generic and environments of the communities in which it operates. Hikma
4.10 %
Spimaco
in-licensed pharmaceutical products within three core is a member of the United Nations Global Compact which AstraZeneca Hospira, 32.50 %
businesses; branded, generics and injectables and is promotes corporate citizenship through advocating human Sandoz, 6.90 %
Abbott
distributed geographically in the MENA region, United States rights, decent labor standards, sustainable environment and Novo Nordisk
of America and Europe. Hikma Pharmaceuticals was able to anti corruption. Hikma is also one of the founding members
enter global markets through its constant quest to produce of PACI (Partnering Against Corruption Initiative), an offshoot 0 200 400 600 800 1000 APP, 16.20 %
pharmaceuticals with the highest standards of quality and in of the WEF as well as being a member of the Global Hikma (West-Ward),
accordance with international standards. Hikma was listed SmokeFree Partnership. 16.30 %
on the London Stock Exchange in 2005 and on the Dubai
NASDAQ in 2006. The company has 27 state-of-the-art Hikma Products
manufacturing facilities in 11 countries, most of which are
Hikma’s product portfolio covering key therapeutic areas is
USFDA and/or MHRA approved. In 2012, Hikma achieved
focused on the patient. Its strong product pipeline
revenues of $1108.7 million. As of December 2012, Hikma
demonstrates its commitment to continuing to improve
had 6,500 employees.
people’s lives.
Hikma’s team of more than 1,600 sales and marketing
Hikma’s product range includes anesthetics, anti-histamines,
representatives has helped to establish strong relationships
anti-infectives, cardiovascular & diabetes, central nervous
with physicians, hospitals, pharmacies and purchasing
system, gastroenterology & metabolism, musculoskeletal
groups for hospitals across the MENA region.
system, dermatology, genitourinary system, hormones,
Hikma’s strong market position makes it the partner of oncology, respiratory system, transplantation, vitamins &
choice for multinational pharmaceutical companies seeking supplements and other miscellaneous products.
Our Vision... “ To be one of the pioneer Arab banks through offering distinguished comprehensive
banking solutions, in line with the latest developments in banking industry and e-business
in the world “
Our Mission... “ We are a Jordanian banking institution which offers global services assured with high
quality and professionalism by taking full advantage of the Bank’s advanced technological
capabilities and its staff efficiency to render qualified services to customers. JKB seeks to
diversify its customer base to include various Jordanian & Arab economic sectors, in order
to achieve a rewarding yield to shareholders, in addition to enhance the national economy
development, and society welfare.”
Contents
Board of Directors 11
Executive Management 30
Additional Disclosure 83
Board of Directors
Chairman
H.E. Mr. Abdel Karim A. Kabariti
Vice Chairman
Mr. Faisal Hamad Al-Ayyar
Rep.: United Gulf Bank – Bahrain
Auditors
Deloitte & Touche (M.E.) – Jordan
J ordan K uwait B ank 12
To the Shareholders, budget deficit, the increasing balance of payments’ current account
deficit, growing debt and the Central Bank of Jordan’s decreasing
I am delighted to present to you, on behalf of myself and my fellow foreign-exchange reserves. Although those challenges have already
board members the 36th annual report outlining the Bank’s results, been faced and did not emerge in 2012; they have grown beyond
achievements and its consolidated financial statements for the fiscal the government’s ability to handle. After the government reached
year ending on December 31, 2012. a conviction that it cannot continue with dismissing problems or
More than four years have passed since the outbreak of the global providing temporary solutions, it developed, after consultations with
financial and economic crisis, and the global economy continues the Central Bank of Jordan and the IMF, a national economic and
to suffer from its direct and indirect consequences. Although there financial reform program, sponsored and supported by the IMF with
were some positive signs in late 2012 indicating a rather slight a USD 2 billion loan to be disbursed over 36 months, in conjunction
recuperation in the global economy, those signs did not quite with the implementation of the program. Moreover, the government
materialize due to the depth of the financial repercussions in the pledged to implement a series of measures aiming to reduce the
Euro zone as the European sovereign-debt crisis now constitutes the deficit and address fiscal imbalances, and started with the removal
greatest threat to the global economy, in addition to the concerns of fuel subsidies and floating its prices. In order to avoid the negative
raised by the so called U.S. fiscal cliff, which cast doubt on whether repercussions of such a decision, the government initiated a program
the global economy is going through temporary turbulent times or offering cash subsidies to low income citizens which helped, to a
that the status quo is going to last and lead to further deterioration certain extent, to alleviate the impact of price hikes on that segment
and widened uncertainty; uncertainty being the nemesis of rebuilding of the population.
confidence in the global economic performance. The activities and growth rates of the banking sector were good in
Although the global financial and economic crisis presented a wide 2012, nonetheless; they were still below aspirations, as the sector
range of issues and impacts; it offered several lessons and posed was still suffering from the decelerating and weakening economic
serious challenges and tough choices for politicians, economists cycle, the investors’ diminishing interest in starting new projects or
and investors worldwide, which motivated everyone to introduce new expanding existing ones and the decline in cash flows and stock prices
economic ideas, programs, plans, policies, and maybe even new in the financial market. Amongst the most important challenges
economic theories, some succeeded and others failed. Regardless that faced the banking sector were the decline of collaterals’ value
of the solutions and their application; the outcome of lessons was such as stocks and real estate, which became difficult for debtors to
a set of new operational regulations, business ethics and financial, liquidate in order to pay off their debts or the interests payable, and
regulatory and legal controls, which may constitute the first and most the growing tendency for some individuals or companies to abandon
important step in the economic recovery and growth journey. their financial obligations and commitments leaving the banks to
deal with them in the medium to long-term; this attitude is attributed
Locally, the economy stayed in a state of vigilance and uncertainty to the prevailing state of uncertainty and lack of confidence. However,
because of the political and security circumstances in the region we do not rule out other factors such as poor business ethics and the
and the continuing public protests in the national arena demanding procrastination of the judicial system. All of which, led to increase in
political and economic reforms. The protests have recently taken a bad debts liable for legal action and compelled banks to take extra
more realistic turn in terms of size and demands, this may be due precautionary provisions.
to the public’s conviction and realization that the national economic
and political reform programs are genuine, or maybe the people On the other hand, the Central Bank of Jordan carried on with its
learnt from the dramatic developments and how things ended up policy aimed at promoting the Kingdom’s fiscal sustainability, which
in countries that experienced the so called “Arab Spring”, or maybe is outlined to control inflation rates and stabilize the JD exchange
both reasons combined. rate through maintaining a structure of interest rates that is
compatible with domestic and international economic developments,
Overall, the Jordanian economy maintained a relatively balanced maintaining a sufficient amount of foreign-exchange reserves and
performance that was not devoid of positive indicators; represented attempting to conciliate between these goals and those of economic
in real GDP growth rate of 2.8% compared to 2.6% in 2011, stable JD growth. Furthermore, the Central Bank of Jordan’s prudent policy and
exchange rate, strong and safe banking system, increased tourism the vital, rapid and flexible measures it took during the year have
revenues and expatriates’ remittances. As for the private sector, reflected positively on the local currency’s position and helped in
most businesses achieved positive, yet modest growth and many stabilizing its exchange rate, thus reassuring citizens and investors.
companies registered an increase in their profits compared to last
year. After all, what matters most for the economy -under the current The Central Bank of Jordan continued to implement measures aimed
circumstances- is the direction of growth, not mere numbers. at strengthening the banks’ regulatory framework through conducting
reviews of the banks’ internal capital adequacy assessment process
As for the negative indicators, the main challenges were the increasing in order to ensure its financial stability and position and ensure
13 A nnual R eport 2 0 1 2
that adequate risk management measures are in place. Based on With the beginning of the second quarter of 2012, the Bank’s
the reviews, the Central Bank of Jordan can accordingly set certain business and IT teams started the implementation of a project that
capital adequacy standards that suit each bank’s situation, which would replace the Bank’s current electronic banking system with
will render banks better prepared and more capable to absorb a new one that will provide the Bank with advanced technological
shocks that may be inflicted by future financial and economic crises. capabilities and help in offering more contemporary electronic
banking services. According to the approved implementation plan,
JKB’s Results in 2012 the new system will be installed and operational by the end of the
third quarter of the year 2013.
In 2012, the Bank’s management adopted a three-year strategic
plan (2012-2014) which was based on expectations that the current
state of vigilance and uncertainty in domestic and international The Outlook for 2013
economies will continue for the coming period. Changing from long- It is expected that the national economy will perform better in 2013
term to medium-term planning reflects the management’s vision than in the past year, and that GDP growth rate may rise to 3.5%
of being cautious and wise in dealing with the current conditions; (IMF projection), compared to 2.8% in 2012; even though, political,
nevertheless, having appropriate capacities always available to
economic and social challenges are expected to persist. The
respond immediately to any positive and promising developments.
government attempted in the 2013 general budget, to rectify the flaws
JKB managed to achieve remarkable results and accomplishments, and weakness witnessed in last year’s budget, and thus targeted
and the credit goes to efficient management that was realistic and increasing domestic revenues, controlling current expenditures
capable of dealing with the challenges and circumstances that and improving self-reliance levels. The 2013 budget, however, was
prevailed during the recent period. In 2012, the Bank’s management generous with capital expenditures, which allow for a projection of
made continuous efforts to achieve a balance between growth and higher economic growth and to advance a few steps closer towards
profitability, while abiding by the risk management’s guidelines and restoration of balance in the fiscal and economic areas.
policies, ensuring the quality of assets and safeguarding investments.
To achieve these as well as other objectives, the national reform
The Bank’s wholesale credit activity witnessed both quantitative and program must be properly implemented even though some
qualitative expansion and included direct and syndicated lending undesirable, yet necessary measures have to be taken. Such
to several major private and public companies and institutions. The measures need a high level of awareness and great deal of patience,
retail credit activity also witnessed good growth. In all cases, we in addition to a strong and capable management that demonstrates
have adopted a prudent and balanced credit policy and followed dedication and transparency, as the problem does not lie in the facts;
clearly defined criteria that governed all credit decisions, in addition it is rather in the public’s confidence and expectations.
to enforcing strict monitoring and follow-up systems and improving
documentation and collection procedures. As for us at JKB, we have and will always do our utmost to strengthen
the Bank’s capital base by emphasizing our shareholders’ equity
The results for the year ending on December 31, 2012 showed an which constitutes the most important element of the regulatory
increase of 6.0% in the Bank’s total assets reaching USD 3,398.6 capital. This was achieved through adopting a policy of balanced
million, compared to USD 3,208.0 million in 2011, and the direct profit provisioning and diversifying between cash disbursement
credit facilities (net) increased to USD 1,997.5 million, compared to and retention. We assure our esteemed shareholders that we will
USD 1,761.2 million last year, registering a growth of 13.42%, while continue moving on the same approach, and to increase our efforts,
customers’ deposits and cash margins totaled USD 2,138.8 million so that their investments in this corporation stay safe and continue to
at the end of the year. The results showed a net profit of USD 65.7 grow. We also assure our clients that we will make every effort to meet
million after tax compared to USD 55.9 million in 2011, registering their expectations and be, as we have always been, the initiators of
a growth of 17.4%. Total equity increased by 7.7% reaching USD solutions and ideas that meet their needs, support their businesses,
534.7 million. The above-mentioned results reflected positively and help develop their investment projects that, in return, stimulate
on the Bank’s performance ratios where return on average assets the national economy and secure success for reform and sustainable
registered 1.99% compared to 1.82% in 2011 and return on average development plans.
owners’ equity registered 12.75%, compared to 11.63%. The capital
adequacy ratio registered 16.31%. All such ratios fall within the In conclusion, I would like to express my deep appreciation and
highest levels of pertinent international standards. gratitude to all our esteemed shareholders and valued clients for
their confidence and support. I would also like to express my sincerest
Jordan Kuwait Bank can be viewed as a mirror that reflects the appreciation and gratitude to our strategic partners KIPCO and
performance of the Jordanian economy, particularly the private Burgan Bank Group for their support and cooperation, and stress our
sector, being that large companies and prime business owners interest in investing in the strategic and business relations we share
constitute a significant portion of the Bank’s client base, therefore, with them to allow for further business exchange and create more
all improvements in the companies’ performance reflect in the opportunities for all the Group’s members. I would also like to express
Bank’s results, and vice versa. To substantiate such a perception, my sincerest gratitude to the Central Bank of Jordan, represented by
the Bank continued in 2012 to apply the policies adopted at the H.E. the Governor, his deputies and all administrative and technical
time when the global financial crisis started to affect our national units for their efforts, high professionalism and keenness to improve
economy; the central pillar of the policy is the Bank’s commitment the performance of the banking sector. Thanks also go to the Jordan
to supporting its clients, especially those whose activities declined Securities Commission, represented by H.E the Chairman, board of
due to current circumstances. The Bank’s management, through commissioners and staff, for their efforts and much appreciated role
collaboration and monitoring, re-examined some weak accounts and in enhancing investment confidence and safeguarding investors’
offered adequate objective solutions, including the support needed interests. I would not miss the opportunity to express my gratitude
to stimulate the companies’ business and assist them to sustain and and appreciation to the Bank’s management and staff for their
revive their activities. The recently signed agreement between JKB performance and their concern for the Bank’s best interest and its
and Tameer Jordan Holdings, the owner of Al Andalucia Residential continued success and prosperity.
Project, is one of the Bank’s success stories in this regard. In this
context, we should point out that the Bank is always careful to ensure
adequate collaterals and set forth strict measures and mechanisms
that guarantee continuous monitoring and review of the companies’
performance, all in accordance with internal policies and in Abdel Karim Kabariti
compliance with the regulations enforced by regulatory authorities. Chairman
The Hikma story…
637
- Hikma Pharma (Holding Co) established
in Jersey 581
- Acquired majority interest in clinical pharma
West-Ward (US) acquired research lab (IPRC)
- HIKMA established
in Jordan 449
- Licenses from
Fujisawa Japan Started operations at
Hikma Farmacêutica Jazeera Pharmaceutical
(Portugal) established 317
Industries (JPI) in Saudi
Arabia 262
212
188
138
76 90 99 105
63 57 54 51 67
0 0 1 2 1 2 2 3 5 6 9 10 16 23 35
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Thymoorgan, Germany
Hikma Italia
EPCI*, Egypt
* ‘JPI’ refers to Al Jazeera Pharmaceutical Industries; ‘APM’ refers to Arab Pharmaceutical Manufacturing; ‘EPCI’ refers to Egyptian Company for Pharmaceuticals & Chemical Industries
15 A nnual R eport 2 0 1 2
JKB adopts a Corporate Governance Manual that was prepared in late 2007 according to best international practices and the instructions of
the Central Bank of Jordan. The aim of the Bank’s adoption of this manual is to achieve corporate governance principles of fair treatment to all
stakeholders; transparency and disclosure of JKB’s actual financial and administrative standing; accountability between the Board of Directors
and the executive management, between the Board and shareholders as well as between the Board and the various stakeholders; in addition
to accountability through the clear segregation of duties and delegation of authority. To achieve greater level of disclosure and transparency,
the Corporate Governance Manual is enclosed with this report after being revised and amended in 2012 to be in line with the Bank’s revised
organizational structure, also included in this report.
The Bank’s organization and administrative procedures are based on the following principles:
• A board of directors is in place that is effective and responsible.
• A clear strategic direction for business development.
• Sound accounting and information disclosure principles.
• Sound decision making mechanisms.
• Performance evaluation linked to the strategy.
• Human resources development.
Board Meetings
The Board of Directors is comprised of nine members, their names listed below. The Board held seven meetings during 2012 on the following
dates: Jan. 16, Jan. 31, Mar. 27 (2), Jul. 8, Oct. 10 and Dec. 20, 2012. All Board members have attended all meetings as well as the General
Assembly meeting held on March 27, 2012.
The following list shows the name of each Board member and his representation capacity as well as Board sub-committees memberships:
Chairman
Chairman, Board Credit & Investment Committee
H.E. Mr. Abdel Karim A. Kabariti Self / Independent
Chairman, Corporate Governance Committee
Chairman, Nominations & Remuneration Committee
Vice Chairman
Mr. Faisal H. Al-Ayyar Rep. United Gulf Bank
Member, Nominations & Remuneration Committee
Board Member
Mr. Emad J. Kudah Rep. Social Security Corp.
Observer, Board Audit & Risk Committee
Board Member
Mr. Masaud M. Jawhar Hayat Rep. Al- Futtooh Holding Co. Member, Corporate Governance Committee
Member, Nominations & Remuneration Committee
Board Member
Mr. Tariq M. Abdul Salam Rep. Kuwait Projects Co. (Holding)
Chairman, Board Audit & Risk Committee
Board Member
Mr. Farouk A. Al-Aref Self / Independent Member, Board Credit & Investment Committee
Member, Board Audit & Risk Committee
Board Member
Dr. Yousef M. Goussous Rep. Burgan Bank
Member, Board Audit & Risk Committee
Board Member
Member, Board Credit & Investment Committee
Mr. Mansour A. Louzi Rep. Strategy Co. for Investments
Member, Corporate Governance Committee
Member, Board Audit & Risk Committee
Board Committees Total remuneration paid to the Board members in 2012 are detailed
in the table below:
Board Credit & Investment Committee Mr. Tariq M. Abdul Salam 30,168
Number of meetings in 2012: 50
Mr. Farouk A. Al-Aref 22,144
Committee members:
H.E. Mr. Abdel Karim A. Kabariti - Chairman
Dr. Yousef M. Goussous 15,092
Mr. Mansour A. Louzi
Mr. Farouk A. Al-Aref Mr. Mansour A. Louzi 22,567
Committee Secretary: Mr. “Moh’d Yaser” M. Al-Asmar/ General
Manager Mr. Bijan Khosrowshahi 28,052
Mr. Tawfiq A. Mukahal, Deputy General Manager/ Banking Group
attends the committee meetings and participates in presenting Total 315,113
issues on the agenda.
Internal Audit guarantee the highest degree of coordination with all relevant
Bank operations and departments.
The Internal Audit philosophy is based on its mission to provide
independent and objective assurances and consultations to the − Provide recommendations to define the size and type of each of
Bank’s management that aim to add value or enhance operations, the acceptable main risks by the Board of Directors and ensure
and to assist the Bank’s management achieve set goals through that current risks are in line with planned risks (Risk Appetite).
establishing a systematic approach to assess and improve the
effectiveness of risks management process, internal controls and − Develop the methodologies for measuring and controlling each
corporate governance. type of risk.
The Internal Audit Department administratively reports directly to the − Provide recommendations when setting the limits of the various
Chairman of the Board, and functionally to the Board Audit and Risk risks that the Bank is subjected to, review them and provide
Committee. It submits its reports that include the results of its work recommendation to the Board Audit and Risk Committee, as
directly to the Chairman of the Board and the Board Audit and Risk well as record cases that are exceptions to risk management
Committee. policies.
A charter was developed for the department according to international − Provide the Board and Senior Executive Management with
best practices. The following are the most important features of the enough information regarding the Bank’s risk measurements
charter: and risk profile (qualitative and quantitative statistics to be
Provide reasonable assurance regarding the level of effectiveness presented at each Board meeting).
and efficiency of internal audit systems at the Bank and their ability
to achieve the following: − Highlight risks transparently and ensure they are clear and
understood internally and disclosed to the public.
− Integrity and reliability of financial and operational data.
− Coordinate with Bank’s committees, such as the Executive
− Efficiency of operations. Committee, the Credit Committees and the Assets and Liabilities
Committee in order to conduct its tasks as defined by the roles
− Compatibility with the regulations, instructions and laws in force.
of these committees.
− Maintaining the Bank’s assets and property.
− The department is responsible for raising risk awareness
− Business continuity under all circumstances. among the Bank’s employees focusing on new methods and
practices aiming at realizing the concept of comprehensive risk
− Provide reasonable assurance regarding the level of management.
effectiveness and efficiency of the Bank’s risk management
systems and corporate governance processes. − The department follows up on the instructions and
recommendations released by the various regulators, including
− Improve and develop internal audit systems, risk management BASEL committee, and translates them into work plans, policies
and corporate governance processes. and procedures.
− Improve and develop processes and products to best serve the
Bank’s goals.
Compliance Control
The department’s scope of work covers all of the Bank’s work
centers, activities and operations including branches abroad and the The process of monitoring compliance is considered an independent
Bank subsidiaries in a manner that enables it to assess the suitability task which aims at ensuring that the Bank and its internal policies are
and effectiveness of internal control systems, risk management and in compliance with all the laws, regulations, instructions, directives,
corporate governance processes, and accomplish all the tasks and codes of conduct, and sound banking standards and practices
responsibilities entrusted to it. In addition, the Department carries issued by local and international regulators.
out the following:
− The Board of Directors adopts the Bank’s Compliance Policy
− Conduct periodic reviews and audits based on the priorities of and takes necessary measures to further the values of integrity
the Risk-based Audit Plan adopted as part of the department’s and sound professional conduct within the Bank such that
strategy which is approved by the Board of Directors and the compliance with the applied laws, regulations, instructions and
Board Audit and Risk Committee. standards constitute a primary goal that must be achieved. It also
assesses the effectiveness of compliance management at least
− Conduct any special reviews or consultations based on once a year or on need basis. Furthermore, the implementation
the directions of the Chairman or the Board Audit and Risk of the Compliance Policy at the Bank is monitored and followed-
Committee. up by the Board of Directors through the Board Audit and Risk
− Assist the Executive Management and the Board of Directors Committee.
by providing the needed consultations according to best − The processes of compliance monitoring are managed through
international standards and practices. an independent department, which reports directly to the Head
The concept of quality control was introduced in order to provide of Risk & Compliance Group, and submits reports periodically
relevant stakeholders with reasonable assurance with regard to to the Board of Directors through the Board Audit and Risk
internal audit activities and their compatibility with standards Committee.
recognized both locally and internationally.
− Non-compliance risks include the risks of not abiding by the
laws, regulations, instructions and legislations issued by the
Risks Management various regulators, in addition to the risks of money laundering
operations, reputation risks, risks of non-compliance with
The various risks that the Bank is exposed to are managed by an professional conduct charters, intellectual property rights,
independent Risk Management Department which reports to the including systems, and any other relevant issues.
Head of Risk Management & Compliance Group; and submits its
periodic reports to the Board Audit and Risk Committee. − The Compliance Department’s scope of work includes non-
compliance risk across all of the Bank’s departments and
The responsibilities of the Risk Management Department include the
branches in Jordan and outside as well as its subsidiaries.
following:
− The responsibility of Compliance Management is summarized
− Identify, measure, monitor and control risks and provide
by assisting Executive Management and the Bank’s employees
recommendations to mitigate the risks that face the Bank and
manage non-compliance risks that face the Bank; especially the
J ordan K uwait B ank 18
risks of money laundering operations. In addition, Compliance related to unusual and/or suspected behavior that must be reported.
Management provides advice to Executive Management Implementation monitoring of Whistle Blowing Policy is carried out by
regarding the applied laws, regulations and standards as well as the Board Audit and Risk Committee.
any amendments that may take place.
Relation with Shareholders
− The Bank informs the Central Bank of Jordan of any violations
resulting from non-compliance, especially violations that subject The Bank develops positive relations, based on transparency, with
the Bank to legal penalties or material financial or reputation all its shareholders. In this regard, the Bank saves no effort to
losses. In addition, it informs the Anti-Money Laundering Unit at encourage all shareholders, particularly minority shareholders, to
CBJ of any cases that should be reported. attend the General Assembly meetings and cast their votes. The
Bank has a wide shareholder base of 13,900 as of 31/12/2012.
The main source of information for shareholders is the Annual Report
Code of Conduct which includes, among others, the report of the Chairman of the
The Bank adopted a code of conduct that was endorsed by the Board Board as well as the audited financial statements. In addition, the
of Directors. JKB employees across the various administrative levels un-audited quarterly and semi-annual balance sheets, profit and loss
as well as the Board of Directors have pledged to commit to it. statements as well as the Chairman’s report are published in local
newspapers.
The Code defined the ethics, values and principles of the Bank
employees in four main areas which are: integrity, compliance with The complete financial statements and the Board of Directors’ report
laws, transparency and loyalty to the Bank. are filed at the Jordan Securities Commission (JSC) and the Amman
Stock Exchange, with a copy submitted to the Companies Controller.
Whistle Blowing Policy These reports are published on JKB’s website (www.jkb.com) which
also provides extensive information about JKB services, products,
JKB maintains policy and procedures pertinent to whistle blowing. news and press releases. The Bank is committed to disclose any
The policy aims to promote a culture of openness and to demonstrate material information, should it occur, in accordance with the JSC
the shared responsibility of preserving work ethics. Procedures that instructions.
deal with this policy were distributed among all Bank employees to
follow. The procedures clarify accountability lines for reporting issues
Shareholders Shares
Number of Shares Held
No. % No. %
3.5
3.0
2.5
2.0
1.5
JAN FEB MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC
2012 was a rough year for the Jordanian economy; the growth economic sectors. The Central Bank of Jordan’s regulatory policies
rate was marginal, Jordan’s international credit rating remained and the banks’ prudent policies succeeded in maintaining a robust
negative, public finance weakened as no significant foreign aid was banking system with good levels of solvency and profitability.
received until the last month of the year, the National Electric Power
In 2012, the Central Bank of Jordan updated the operating framework
Company’s losses due to the repeated disruptions in Egyptian gas
of monetary policy by introducing new monetary tools represented
supplies contributed to the budget deficit and the national debt
in the repurchasing agreement aimed at influencing the transaction
reached soaring levels, in addition to the fact that thousands of Syrian
volume in the interbank lending market, containing the fluctuation in
refugees flocked into Jordan, adding to the Jordanian government
interest rates and redistributing liquidity. In addition to introducing a
and economy’s burden.
new tool known as the permanent open market operations by which
Despite the odds, the Jordanian economy showed several positive the Central Bank of Jordan buys or sells securities and government
indicators, mainly: the growth in GDP, the stable JD exchange rate, bonds in the secondary market, in order to control liquidity in the
the strength and soundness of the banking sector, the increase in banking sector and influence the cost of financing productive
deposits and banking facilities, the increase in tourism revenues economic activities according to their requirements, all within the
and particularly medical tourism, and the increase in expatriates’ objectives of the monetary policy.
remittances, besides the fact that sister Gulf states fulfilled their
The Central Bank of Jordan also restored the initiatives related to
promises to finance the Jordanian projects agreed upon. On the other
the industrial sector’s facilities and reduced their lending rates to
hand, the private sector showed adequate stability and achieved
provide the sector with adequate liquidity. In addition, CBJ provided
positive overall growth up to the year end, that is before the impact of
incentives for financing small and medium enterprises, and worked
removing fuel subsidies and the resultant prices hikes were reflected
with international institutions to obtain financing at preferential rates
on the market activities.
for this sector supported by technical assistance provided through
As for the negative indicators, poverty and unemployment rates the banking system.
maintained their usual levels and the inflation rate increased to 5%.
Credit facilities granted by the licensed banks operating in the
The budget and the balance of payments’ current account deficit
Kingdom amounted to USD 25,148 million at the end of 2012,
widened, the general debt increased and the Central Bank of Jordan’s
against USD 22,356 million at the end of 2011, registering a growth
foreign-exchange reserves decreased. The flow of foreign investments
rate of 12.5%. Loans and advances represented 85.8% of the total
slowed down and stock prices at the Amman Stock Exchange (ASE)
credit facilities granted, while overdraft facilities accounted for
declined for the fifth consecutive year, in addition to the state of
12.7%. JKB’s share of the total credit facilities in the banking sector
uncertainty regarding the region’s unstable sociopolitical situation,
amounted to 7.26% at year-end.
which have affected the investment climate. The year also witnessed
an exceptionally extensive dollarization activity that compelled the The total deposits in the banking sector reached around USD 35,218
Central Bank of Jordan to take precautionary measures. million at the end of 2012, against USD 34,392 million at the end
of 2011, an increase of USD 826 million at a growth of 2.4%. The
The Economic Reform Program private sector’s deposits increased to USD 32,826 million at the
end of 2012 from USD 32,220 million in 2011; a growth rate of
In response to the hardships and economic weaknesses, the 1.9%. Term deposits represented 55.3% of the total banking sector
Jordanian government set forth a national economic and financial deposits, while current and savings accounts represented 29.8%
reform program and requested the IMF’s technical and financial help. and 14.9% respectively. JKB’s share of the total client deposits in the
The IMF adopted the program and supported it with a USD 2 billion banking sector reached 5.25% at year-end.
loan released in phased installments; the first of which was to the
amount of USD 385 million. Overall, the financial strength indicators for Jordanian banks, such
as capital adequacy ratio, financial leverage, liquidity, profitability
The program aims at realigning the general budget and the balance and others showed adequate and reassuring levels. The banking
of payments’ current account, maintaining the Jordanian Dinar’s system managed to control the size of non-performing loans and
exchange rate against the US Dollar, promoting the private sector’s build up adequate provisions to cover those loans, while maintaining
role and stimulating economic growth. This requires medium and good levels of profit. Non-performing loans/ Gross credit facilities
long term measures with regard to taxation, controlling current constituted 8.4% of the credit facilities granted by the banking sector.
expenditures, and reinforcing the National Electric Power Company
in order to recover its costs through raising tariffs and diversifying
energy sources. In addition to implementing structural reforms,
JKB Financial Performance
directing subsidies toward low income citizens, improving the In spite of the continued effects of the repercussions of the financial
investment and business climate, promoting transparency and crisis and regional situations on a number of local economic sectors,
increasing national exports. Jordan Kuwait Bank was able to achieve excellent financial results
Hopefully, the adoption of the program, its proper implementation and tangible achievements in its key business areas. The following
and the IMF’s support will reinforce the international community and are the most important items of the consolidated financial statement:
donor states’ confidence that the Jordanian economy is following the
right path and is worthy of support. A- Consolidated Statement of Financial Position
Assets: Total assets amounted to USD 3,398.6 million at
Jordan’s Banking Sector 31/12/2012 compared to USD 3,208.0 million from the previous
year, achieving a growth of 6.0%.
In one of the toughest years the Jordanian economy has ever faced,
the Central Bank of Jordan managed to deal with the economic and Direct Credit Facilities: Direct credit facilities (net) reached USD
financial situation competently and efficiently, as it took a bundle of 1,997.5 million at the end of 2012 against USD 1,761.2 million at the
measures to maintain financial and monetary stability and support end of 2011; an increase of 13.42%. Total credit facilities directed
the banking sector in its capacity as a financier for the different towards individuals increased by 30.7% over last year. Direct credit
21 A nnual R eport 2 0 1 2
towards small and medium enterprises also recorded a growth of If the weaknesses and flaws are addressed and acknowledged, and
44.9% while direct corporate credit amounted to USD 1,473 million; the corrective measures and solutions put in place are executed, the
a growth of 10.4% over the past year. These results reflect the Bank’s economy is expected to grow by approximately 3.5% according to the
success in developing and diversifying its credit portfolio, while IMF’s estimates.
focusing on directing credit towards small and medium enterprises
It is to be noted that with the start of the second quarter of 2013, the
and individuals aiming to increase profitability and mitigate risks.
government’s applied decision to lift the state fuel subsidy and the
Liabilities: Total liabilities increased at the end of 2012 to record expected electricity and water price increases will begin to affect the
USD 2,863.9 million and a increase of 5.62% over last year. business activity, retail sectors and consumer behavior in particular.
The resultant price hikes on basic consumer goods and services
Customer Deposits and Cash Margins: Customer deposits and
cost, will inevitably raise the inflation rate and the cost of living, thus
cash margins formed 74.7% of total liabilities and include customer
affecting the commercial activity and the economic performance as
deposits from savings accounts, current accounts, term deposits,
a whole.
and cash margins for both individual and corporate clients. Total
customer deposits and cash margins at year end amounted to USD
2,138.8 million against USD 2,121.7 million in 2011.
JKB Activities and Achievements in 2012
Owners’ Equity: Total Owners’ equity increased to reach USD 534.7
million at year end compared with USD 496.5 million in 2011, a Efforts exerted by JKB’s management and all departments continued
growth rate of 7.7%. Bank Shareholders’ total equity amounted to to focus on achieving their set objectives. The operational results
USD 527.6 million. showed good accomplishments and growth rates in all of JKB’s areas
of activity. The Bank’s management and departments perform
their duties according to the best practices and the highest quality
B- Consolidated Statement of Income
standards. Activities and operations continued to achieve an
The following are the most important items of the consolidated excellent overall performance in terms of financial results, market
statement of income: share and the Bank’s perception by clients and the general public.
Following is a brief about the Bank’s departments’ achievements for
Operating Results: total revenues amounted to USD 165.8 million in
the year 2012.
2012 compared with USD 157.7 million in 2011.
Operating Profits: operating profits reached USD 89.3 million
Credit Facilities
compared to USD 78.5 million in 2011, a 13.9% growth. The growth
in operating profits is a testament of the Bank’s success in managing Credit activity showed noticeably good growth rates during 2012,
its banking, investment and financing operations and its commitment despite the state of apprehension that prevailed in the markets as
to the balanced and prudent policies that take into account the a result of the economic crisis. JKB maintained a good share of
economic circumstances and needs of the banking market. total facilities in the Jordanian banking sector. Net direct facilities
increased, registering USD 1997.5 million, compared with USD
Net Interest and Commissions: net interest and commissions
1761.2 million in 2011, a growth rate of 13.42%. Meanwhile, JKB
reached USD 141.1 million for the year, compared with USD 133.7
continued to apply balanced credit policies and flexible measures
million in 2011.
in extending facilities, taking into consideration the feasibility of
Other Income: other income includes non-interest income such as funded projects and the risks inherent within each facility in terms of
fees, commissions and revenues related to credit card activities, competition, interest rates and exchange rate fluctuation.
among others. Revenues from such services totaled USD 13.3 million
The credit management continued its efforts to extend facilities to the
in 2012, against USD 10 million in 2011, recording an increase of
various sectors, maintaining the policy of expanding its client base,
32.8% over last year.
exploring new projects and markets and providing comprehensive
Operating Expenses: Operating expenses, which includes employee credit products and services to corporations and individuals. The
expenses, office expenses, depreciation, administrative expenses credit portfolio was diversified to cover various geographical and
and provisions (excluding provisions for impairment in direct credit sectoral levels of the local market according to market needs and
facilities), increased slightly to reach USD 51 million, against USD acceptable risk levels.
49.9 million in the previous year.
In 2012, a substantial portion of financing was extended to productive
Provision for Impairment in Direct Credit Facilities: In 2012, the economic sectors and large companies that impact the national
Bank’s management continued to execute its policies that aim at economy, specifically in the fields of energy, electricity, mining,
enhancing provisions for impairment in direct credit facilities to hedge transportation, plastics manufacturing, mills, telecommunications
against the prevailing and potential repercussions on the national and media. Financing to SME’s saw an increase this year,
economy and to address some weak accounts and non-performing whereby credit facilities targeting this sector achieved good growth
loans. The provision allocated for the year 2012 amounted to USD following a comprehensive review of the market and the products’
25.5 million compared to USD 29.4 million allocated last year. The competiveness. The Bank maintained good growth rates in the field
amount put towards provisions are an additional precaution and may of indirect facilities; issuing and financing letters of credit constituted
be reversed back to income once the risks of default are contained. the most significant part of the growth achieved in this area.
On the other hand, 2012 witnessed specialized funding operations
The Outlook for 2013 for large companies to finance their business needs at the local and
foreign levels. In this regard, the Bank worked on arranging, leading
With regards to the year 2013, all indicators affirm that the impacts
and participating in one of the largest syndicated loans in the
of the challenges facing the Jordanian economy as a result of the
Jordanian banking sector, in addition to participating in other loans
internal and external factors will continue. Improvement of the
of this type.
economic situation will rely on Jordan’s ability to move fast, apply
reform efficiently and successfully, and as it has done in the past with With regard to non-performing loans, the Bank continued to allocate
other crises and shocks. the necessary provisions for some accounts that showed indications
J ordan K uwait B ank 22
23 A nnual R eport 2 0 1 2
of inability to repay their dues. While continuing to exert efforts to branch. A group of branch officials and employees received training
address a number of non-performing loans, several accounts were on the new banking system “BANKS”.
rectified and restored.
During 2012, the Department reviewed and amended many
operational procedures in order to facilitate and speed up services,
Retail Banking including the procedures of issuing Visa Electron and other credit
The year 2012 is considered a year of challenges and successes cards and the internal mail handling between the head office and
when it comes to the retail and consumer activity. In the second the branches. Moreover, the Department contributed to the Bank’s
half of the year, the Retail and Consumer Products Department 2013 branching plan and budget.
underwent restructuring; the Bank’s branches were placed under this
Department. Despite the economic, political and social conditions, Treasury and Investment
the portfolio of retail and consumer products recorded a significant
growth of 30%, while maintaining low defaulting rates within the Despite the difficult economic conditions and the investment climate
portfolio. Major enhancements were introduced to the retail and during 2012 resulting from the continuing effects of the global
consumer products, such as real estate loans, car loans, personal economic and financial crisis on the financial and banking sectors at
loans and cards, with the aim of achieving growth in the retail and both the international and local levels, the Treasury and Investment
consumer credit portfolio, increasing profitability and distributing Department managed to achieve good growth and performance
risks. As a result of these changes, the competitive edge of the rates across its activities.
products and consequently the Bank’s share in the local market were With regard to assets and liabilities management, the Department
improved. achieved good performance levels by following a conservative
In 2013, the focus will be on further increasing the retail and investment policy in line with the Bank’s guidelines and instructions
consumer portfolio by taking advantage of available opportunities of the Central Bank of Jordan. The policy aims at managing the
and aligning the retail products to meet clients’ diverse needs, Bank’s assets and liabilities by maintaining a balance between
especially in view of the new CBJ’s transparency instructions that costs, returns and risks and taking into consideration the frequent
will be enforced in 2013. changes in the global and local financial markets. The Department
also managed the Bank’s liquidity position in accordance with
Private Banking Unit instructions of the Central Bank of Jordan.
The Private Banking Unit (PBU) continued in 2012 to offer its clients During 2012, the Department succeeded in managing the Bank’s
excellent banking services in a climate of comfort and privacy, while local and international stocks and bonds portfolios, achieving good
opening several channels of cooperation with new financial markets. growth rates and returns, despite low and fluctuating interest rates,
The PBU saw further accomplishments and successes in relation to as well as downgrading the credit rating of many countries and
expanding the client base, which was the result of extending many financial institutions. The Department focused on the quality of the
investment opportunities and products that meet clients’ objectives investment portfolios by replacing high-risk stocks and bonds with
and expectations of good returns within acceptable risk levels. By those that have acceptable risk levels and high return and liquidity
the end of 2012, the PBU received the award for Best Bank for ratios. Consequently, the Department was able to contribute to
Wealth Management for 2012 in Jordan, for which it was nominated mitigating the effects of declining stock prices and lower trading
by the Global Banking and Finance Review. volumes by distributing portfolios geographically and by sector.
The Department continued to provide its various investment and
Marketing Department consulting services to the Bank’s clients, including the services of
During 2012, the Marketing and Product Development Department trustee for local joint investment funds, the settlement agent and the
underwent restructuring, following its separation from the Sales registrar, in addition to custodian services for the public and private
Department. The Department was also staffed with qualified sectors. It also provided Initial Public Offerings service to several
personnel who were assigned to study current and future products, companies that wanted to benefit from the Bank’s experience in this
their competitiveness and their suitability to local market needs, as regard.
well as to prepare appropriate marketing campaigns for each product The Department continued its efforts in 2012 to enhance its relations
in order to boost branch sales. Moreover, agreements were signed
network and cooperate with the largest and best international
with MasterCard enabling the Bank to issue a full range of MasterCard
and local banks, particularly in the area of foreign trade and bank
products thus offering the Bank’s clients comprehensive card
transfers. It also opened new communication channels with a number
options from MasterCard, Visa and American Express. Additionally,
of new correspondent banks, including Citibank and Deutsche Bank,
the Quality Assurance Unit has given special attention to developing
with the aim of offering the Bank’s clients the highest standards of
the service efficiency and quality standards of the Bank’s branches
services at competitive prices.
and offices, ensuring that the highest levels of client satisfaction are
achieved. In 2012, the Department signed an agreement with Signature Net
Company, which is specialized in electronic banking signatures, in
Branches Administration order to replace the paper system for signatures with an electronic
system. This has reduced the cost of paper documents and reduced
The Branches Administration Department continued its efforts
significantly the time needed to authenticate a transaction.
during 2012 to maintain the outstanding level of JKB’s services,
concentrating on the quality, accuracy and speed of service provision The Department continued to offer investment services to individuals
and ensuring good customer relations, which were translated into and companies, such as trading in foreign currencies, commodities,
successful attraction of more clients. Moreover, it participated in the margin, spot, forward and currency swap , all of which provide
expansion and renovation of several branches. suitable solutions to hedge against the risks of fluctuating exchange
rates and commodities prices.
The Department also contributed to the selection and employment
of fresh graduates and carried out their training at the simulation
J ordan K uwait B ank 24
Information Technology Department During 2012, the chart of accounts for the new banking system to be
applied in 2013 was established. The Department also participated
The year 2012 was characterized by the accomplishment of a number in the process of data conversion and the review of work procedures
of projects that started during the previous year, and the initiation of and policies to ensure their compatibility with the new banking
new ones that will continue through the year 2013. system.
By the end of the first quarter of 2012, an agreement was signed
Moreover, the Department prepared the 2013 budget estimates
with ICSFS Company to supply the Bank with a new banking
according to the set objectives that interpret the management’s
system (BANKS). In parallel, the Bank’s IT department began the
vision for the economic and financial situation and its effect on the
preparations for the application deployment and data conversion.
banking sector in general and the Bank in particular.
A suitable location was set up for system testing and a new
infrastructure was designed. To ensure the smooth and successful Internal Audit
implementation of the new system, an agreement was signed with a
specialized consulting company to oversee the implementation and The Internal Audit Department plays an important role in the corporate
migration process. It is expected that the project will be finalized by governance of the Bank. The Department carries out its functions
the third quarter of 2013. The new system will then be applied at the in a professional, independent and objective manner to assist the
Bank’s branches in Palestine and Cyprus. management in articulating its policies, achieving its objectives and
adding value to its operations. This is achieved through a regulated
The work teams, comprising of specialized employees from the Bank
system of evaluating and improving the efficiency and effectiveness
and the supplier company, reviewed the gaps that exist between the
of risk management, internal control and governance operations,
current system and the new one, as well as the Bank’s additional
as well as by providing management with analyses, studies and
requirements, and agreed on all technical specifications.
suggestions to adopt appropriate decisions.
Coinciding with the technical and logistical operations, training
In 2012, the Department carried out the following activities:
of employees on the new system progressed according to the set
schedule. The training of the first and second groups of employees − Preparing and implementing the annual risk-based audit plan,
was completed and work is underway to finalize the training for all approved by the Chairman of the Board and the Board Audit and
branch employees. Risk Committee, as well as providing reviews and consultations
upon the directives of the Chairman of the Board or the
Upgrading the Bank’s systems and applications continued during the
Committee.
year. A new version of the ATM management system was approved
to include MasterCard Debit Cards and ATM Acquiring, in addition to − Offering appropriate advice and recommendations to assist
the direct connection with MEPS. The smart card issuance system the Board of Directors and the Executive Management in
was upgraded to comply with the PCI - DSS requirements of Visa adopting decision related to compliance with requirements
International. The Department’s development and technical support and instructions issued by the various regulatory authorities.
teams also implemented several important projects, including the This included several issues of major importance, such as
upgrade of the SWIFT system to comply with new requirements and CBJ’s instructions on dealing with clients with transparency
the development of a new system to retrieve data and images of and fairness and the procedures of the Foreign Account Tax
cheques archived in previous years. Compliance Act (FATCA) issued by the US Internal Revenue
Moreover, the Department, in cooperation with the Risk Management Service, as well as other developments related to money-
Department and under the supervision of a specialized company, laundering.
followed up on the implementation of the PCI - DSS requirements − Raising the efficiency and effectiveness level of internal audit
in order to comply with security standards for protecting the data on processes by using automated auditing tools and adopting best
clients’ cards. practices and standards in this regard.
With regard to the branches in Palestine, several projects were − Providing the necessary professional training courses to the
adopted, the most important of which was the enhancement of the internal audit staff to ensure their up-to-date knowledge of the
communication network to ensure better business continuity and latest developments in the field of internal auditing.
to reduce monthly costs. Additionally, the Department fulfilled the
Palestinian Monetary Authority requirements regarding sending SMS − Undertaking the necessary measures to ensure that the
messages to clients with debit and credit transactions, as well as Department’s work is carried out in line with the profession‘s
developing and implementing the IBAN system. standards and best practices, as well as the requirements of the
relevant regulatory authorities.
Financial Department − Coordinating and cooperating with KIPCO Group and Burgan
Bank Group by participating in periodic meetings with the two
The Financial Department undertakes financial control over the
groups’ internal audit managers in order to ensure continuous
Bank’s various activities and transactions, by carrying out daily follow-
communication and the exchange of expertise in the audit field.
ups and comparing actual performance with set objectives within
the estimated budget and the Bank’s strategy as a whole. With the
purpose of providing the necessary information to decision-makers in Risk Management Department
the Bank, and for the issuance of financial reports to external entities
The Risk Management Department undertakes its tasks in
in a timely manner, the Department adopts the highest levels of
accordance with the best international practices in risk management
professionalism that ensure the quality and accuracy of information.
and the recommendations set forth by the Basel Committee, as well
The Department continued to issue the Bank’s reports in line with the as the instructions issued by the regulatory authorities in countries
laws and instructions of local monitoring entities and in compliance with where the Bank operates. This is accomplished on the basis of
the International Standards for Financial Reporting applicable in Jordan. work programs that translate the objectives set forth in the risk
Additionally, the Department continued to issue reports to Burgan Bank management strategy articulated under the Bank’s strategy as a
in accordance with the Central Bank of Kuwait’s regulations and the whole. The Department’s achievements during 2012 included the
International Standards for Financial Reporting applicable in Kuwait. following:
25 A nnual R eport 2 0 1 2
By providing consultations and undertaking other legal and executive Furthermore, the Bank continued in 2012 to sponsor and participate
tasks, the Legal Department continued to perform its main role of in the national training program for university students “darb”, which
protecting the Bank and the shareholders’ interests. In 2012, the is implemented by the King Abdullah II Fund in cooperation with
Department, through its intensive efforts and meticulous follow- LoYac Jordan. The program aims at training and empowering young
up, succeeded in recovering about USD 1.16 million of written-off men and women and providing them with better opportunities in the
debts, in addition to the other debts. The Department also set up a job market. The Bank also continued its annual support to Al-Aman
system to follow-up on clients’ payment of these debts. Moreover, Fund for the Future of Orphans and its commitment to the university
the Department continues to follow-up on new laws and regulations scholarship program for several orphans. During the year, the Bank
provided support to a variety of cultural and sports activities, as well
and to advise the management of any relevant developments.
as many public and private school and university conventions.
In order to increase the legal awareness of the Bank’s employees,
The Bank sponsored and participated in the “Second Euromoney
the Department organized several courses on the legal aspects
Jordan Conference”, in addition to sponsoring the 10th annual
and emerging laws related to the banking industry. Additionally, the
publication of “The Report: Jordan 2012”, which is published by
Department participated in organizing a banking forum for judges at the Oxford Business Group. The Bank also supported Princess Alia
the Judicial Institute. Foundation, which assists governmental and non-governmental
entities to improve and develop their performance by facilitating the
exchange of expertise and logistical and technical support.
With the aim of encouraging the cultural and artistic movement in
Jordan, JKB sponsored the cost of translating to English and printing
the book entitled “Jerusalem the city of heaven on earth”. It also
provided support to Jordanian writers and authors by purchasing
copies of their publications.
27 A nnual R eport 2 0 1 2
J ordan K uwait B ank 28
29 A nnual R eport 2 0 1 2
2012 2011
Major Operating Results
Efficiency Indicators
Gen. & Admin. expenses / Net interest and commission 36.04% 34.38%
EXECUTIVE MANAGEMENT
*In addition to Mr. Sa’ed M. Tu’meh, Executive Manager/ Internal Audit Dept. who reports to the Board Audit Committee and to the Chairman.
31 A nnual R eport 2 0 1 2
In light of the decelerating global economy, as well as the political and security
situation in some neighboring countries, and pursuant to the strategic plan adopted
for the years 2012-2014, the Bank’s Business Plan for 2013 will concentrate on the
following:
1. Make the procedural changes necessary to apply the Central Bank of Jordan’s instructions
concerning fair and transparent dealing with clients, within the set timeframe.
2. Review the Bank’s policy aimed at improving means of collaboration with clients, and
particularly those who show weak accounts, and take the initiative in offering ingenious
solutions and financial and administrative advice to help them regulate their accounts and
revive their activities to serve mutual interests.
3. Work on achieving balanced growth in the size of assets, while maintaining their quality and
optimizing their utilization according to a specific business methodology.
4. Invest in the strategic and business relations with Kuwait Projects Company (KIPCO), Burgan
Bank Group and its subsidiary banks to allow for further business opportunities in the
banking industry, on both the regional and international levels.
5. Expand the domestic branch network into new areas in the kingdom, and enhance the Bank’s
presence in the Palestinian territories, to help the Bank provide competitive services and
increase lending to individuals, small and medium enterprises.
7. Work on developing and introducing constructive initiatives in the field of social responsibility,
and offer more jobs and training opportunities for the school and university students.
8. Work on implementing the new banking system (BANKS) project, and replacing the current
system by the end of the third quarter. The Bank shall focus on utilizing its technical and
banking expertise to enrich the new system thus maintaining the Bank’s leading edge
in the IT field and improving the business and banking capabilities. During 2013, efforts
will concentrate on training the employees to ensure that the new banking system and its
advanced features are mastered.
Changes in Major Financial Results 2003-2012
4000 80
3500 70
3000 60
2500 50
2000 40
1500 30
1000 20
500 10
0 0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
2250 600
2000
500
1750
1500 400
1250
300
1000
750 200
500
100
250
0 0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
2250
2000
1750
1500
1250
1000
750
500
250
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
IN US DOLLARS
Note 2012 2011
ASSETS
Cash and balances at central banks 4 302,776,076 367,909,401
Balances at banks and financial institutions 5 399,426,581 346,080,186
Deposits at banks and financial institutions 6 20,025,000 5,025,000
Direct credit facilities-net 7 1,997,545,164 1,761,212,693
Financial assets at fair value through profit or loss 8 146,587,168 158,009,735
Financial assets at fair value through other comprehensive Income 9 32,898,683 30,554,278
Financial assets at amortized cost 10 298,385,904 447,914,708
Pledged financial assets 11 51,763,047 -
Property and equipment - net 12 17,012,879 16,808,680
Intangible assets - net 13 3,141,260 1,547,323
Deferred tax assets 20 5,103,499 4,658,633
Other assets 14 123,977,130 68,303,524
OWNERS› EQUITY:
EQUITY - BANK SHAREHOLDERS:
Authorized and paid-up capital 22 141,043,724 141,043,724
Statutory reserve 23/a 83,231,805 74,332,928
Voluntary reserve 23/b 150,177,986 132,380,232
Pro-cyclicality reserve 23/c 109,394 -
General banking risks reserve 23/d 17,088,480 14,885,379
Financial assets valuation reserve - net of tax 24 2,256,035 709,555
Retained earnings 25 133,716,186 125,566,555
THE ACCOMPANYING NOTES FROM (1) TO (48) CONSTITUTE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS AND SHOULD BE READ WITH THEM.
37 A nnual R eport 2 0 1 2
IN US DOLLARS
Gain from financial assets at fair value through profit or loss 31 5,677,721 7,137,491
Pertains to:
Earnings per Share for the Year Attributable to the Bank›s Shareholders;
THE ACCOMPANYING NOTES FROM (1) TO (48) CONSTITUTE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS AND SHOULD BE READ WITH THEM.
J ordan K uwait B ank 38
IN US DOLLARS
2012 2011
Net change in financial assets at fair value through other comprehensive income
valuation reserve - net of tax 1,102,101 (363,261)
66,839,628 55,626,451
THE ACCOMPANYING NOTES FROM (1) TO (48) CONSTITUTE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS AND SHOULD BE READ WITH THEM.
39 A nnual R eport 2 0 1 2
IN US DOLLARS
Reserves
Authorized Cumulative Financial Assets Total Equity -
and Paid-up General Change in Valuation Reserve - Retained Bank›s Non-controlling
Description Note Capital Statutory Voluntary Pro-Cyclicality Banking Fair Value Net of Tax Earnings Shareholders Interests Total
Risks
Balance - beginning of the year 141,043,724 74,332,928 132,380,232 - 14,885,379 - 709,555 125,566,555 488,918,373 7,581,042 496,499,415
Balance - End of the Year 141,043,724 83,231,805 150,177,986 109,394 17,088,480 - 2,256,035 133,716,186 527,623,610 7,113,472 534,737,082
Reserves
Authorized Cumulative Financial Assets Total Equity -
and Paid-up General Change in Valuation Reserve - Retained Bank›s Non-controlling
Description Note Capital Statutory Voluntary Pro-Cyclicality Banking Fair Value Net of Tax Earnings Shareholders Interests Total
Risks
Balance - beginning of the year 141,043,724 66,454,859 116,624,094 - 14,922,880 9,119,506 - 109,601,721 457,766,784 8,705,543 466,472,327
Balance - End of the Year 141,043,724 74,332,928 132,380,232 - 14,885,379 - 709,555 125,566,555 488,918,373 7,581,042 496,499,415
- Out of the retained earnings, an amount of USD 5,103,499 as of December 31, 2012 (USD 4,658,633 as of December 31, 2011) is
restricted according to the Central Bank of Jordan instructions against deferred tax assets.
- Retained earnings include an amount of USD 8,178,291 as of December 31, 2012 (USD 8,605,013 as of December 31, 2011)
restricted against the effect of adopting International Financial Reporting Standards No. (9) according to Jordan Securities Commission
instructions in relation to the unrealized revaluation of financial assets at fair value through profit or loss.
- Use of the General Banking Risks Reserve is restricted and requires the pre-approval of the Central Bank of Jordan.
- Use of negative cumulative change in fair value of financial assets is restricted as per Jordan Securities Commission instructions and
Central Bank of Jordan.
THE ACCOMPANYING NOTES FROM (1) TO (48) CONSTITUTE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS AND SHOULD BE READ WITH THEM.
J ordan K uwait B ank 40
THE ACCOMPANYING NOTES FROM (1) TO (48) CONSTITUTE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS AND SHOULD BE READ WITH THEM.
41 A nnual R eport 2 0 1 2
1- General Information
- Jordan Kuwait Bank was established as a Jordanian public shareholding company under number (108) on October 25, 1976 in
accordance with Jordanian Companies Law no. (13) for the year 1964. The Bank’s Head Office address is Omaya Bin Abdshams Street,
Abdali, Tel. +962 (6) 5629400, P.O. Box 9776, Amman – 11191 Jordan.
- The Bank is engaged in banking and related financial operations through its branches totaling to 53 branches inside Jordan, three
foreign branches and two subsidiaries.
- Jordan Kuwait Bank is listed as a public shareholding company in Amman Stock Exchange.
- The consolidated financial statements have been approved by the Bank’s Board of Directors, in its meeting No. (1/2013) held on
January 21, 2013 and are subject to the approval of the General Assembly of Shareholders.
The Bank owns the following subsidiaries as of December 31, 2012 and 2011:
Company’s Name Paid-up Capital Ownership of the Bank Nature of Operation Location Date of Acquisition
USD %
United Financial Investments Company 11,283,498 50/22 Financial Brokerage Amman 2002
Ejarah for Finance Leasing Company 28,208,745 100 Finance Leasing Amman 2011
The results of operations of the subsidiaries are consolidated in the consolidated statement of income from the date of acquisition,
which represents the date when control over the subsidiaries is passed on to the Bank. Moreover, the results of operations of the
disposed off subsidiaries are consolidated in the consolidated statement of income until the disposal date, which represents the date
when the Bank loses control over the subsidiaries.
Segments Information
- A business segment is a distinguishable component of assets and transactions in which an entity engaged in providing an individual
product or service or a group of related products or services subject to risks and returns different from those of other business
segments, which are measured according to the reports used by executive directors and the main decision makers at the Bank.
J ordan K uwait B ank 42
- A geographical segment is a distinguishable component of an entity engaged in providing products or services within a particular
economic environment subject to risks and returns different from those of components operating in other economic environments.
Fair Value
Fair value represents the closing market price (Assets Purchasing / Liabilities Selling) of financial assets and derivatives on the date of
the consolidated financial statements.
In case declared market prices do not exist, active trading of some financial assets and derivatives is not available, or the market is
inactive, fair value is estimated by one of several methods including the following:
- Comparison with the fair value of another financial asset with similar terms and conditions.
- Analysis of the present value of expected future cash flows for similar instruments.
- Option pricing models.
- Long term assets and liabilities that bear no interest are evaluated in accordance with the discounted cash flows using effective interest
rate. Premiums and discounts are amortized within interest revenues or expense in the consolidated statement of income.
The valuation methods aim to obtain a fair value that reflects the market expectations, taking into consideration market factors and any
expected risks and benefits upon estimating the value of financial assets.
Buildings 3
Vehicles 15
Computers 20
Buildings improvements 20
- When the recoverable amounts of property and equipment is lower than their carrying values, assets are written down, and impairment
losses are recorded in the consolidated statement of income.
- The useful lives of property and equipment are reviewed at the end of each year. In case the expected useful life is different from what
was determined before, the change in estimate is recorded in the following years, being a change in estimates.
- Property and equipment are derecognized when disposed of or when there is no expected future benefit from their use.
Provisions
Provisions are recognized when the Bank has an obligation on the date of the consolidated statement of financial position arising from
past events, and the costs to settle the obligation are both probable and can be reliably measured.
Income Tax
- Income tax expenses represent accrued taxes and deferred taxes.
- Income tax expenses are accounted for on the basis of taxable income. Moreover, income subject to tax differs from income declared
in the consolidated financial statements because the latter includes non-taxable revenue or tax expenses not deductible in the current
year but deductible in subsequent years, accumulated losses acceptable by the tax authorities, and items not accepted for tax purposes
or subject to tax.
- Taxes are calculated on the basis of the tax rates prescribed according to the prevailing laws, regulations, and instructions of the
countries where the Bank operates.
J ordan K uwait B ank 44
- Deferred taxes are taxes expected to be paid or recovered as a result of temporary timing differences between the value of the assets
or liabilities in the consolidated financial statements and the value of the taxable amount. Deferred tax is calculated on the basis of the
liability method in the consolidated statement of financial position according to the rates expected to be applied when the tax liability
is settled or tax assets are recognized.
- Deferred tax assets and liabilities are reviewed as of the date of the consolidated financial statements, and reduced in case it is
expected that no benefit will arise therefrom, partially or totally.
Capital share
Costs of Issuing or Purchasing the Bank’s Shares
Costs of issuing or purchasing the Bank’s shares are recorded in retained earnings (net of the tax effect of these costs). In case the issue
or purchase process is incomplete, these costs are charged to the consolidated statement of income as an expense.
Treasury Shares
Treasury shares are stated at cost and it have no rights in dividends to the shareholders, and no rights in participating or voting in the
Bank’s general assembly meetings. Gains or losses from selling the treasury share are not recognized in the consolidated statement of
income. Gains are shown in owner’s equity with share premium / discount whereas losses are taken to retuned earnings, in case there
is no treasury shares premium balance available.
Offsetting
Financial assets and financial liabilities are offset, and the net amount is reflected in the consolidated statement of financial position
only when there are legal rights to offset the recognized amounts, the Bank intends to settle them on a net basis, or assets are realized
and liabilities settled simultaneously.
Intangible Assets
A- Goodwill
Goodwill is recorded at cost, and represents the excess of the amount paid to acquire or purchase the investment in an associate or
a subsidiary on the date of the transaction over the fair value of the net assets of the associate or subsidiary at the acquisition date.
Goodwill resulting from the investment in a subsidiary is recorded as a separate item as part of intangible assets, while goodwill resulting
from the investment in an affiliated company constitutes part of the investment in that company. The cost of goodwill is subsequently
reduced by any impairment in the value of the investment.
Goodwill is distributed over the cash generating unit(s) for the purpose of testing the impairment in its value.
The value of goodwill is tested on the date of each consolidated financial statement. Goodwill value is reduced when there is evidence
that its value has declined or the recoverable value of the cash generating unit(s) is less than book value. The decline in value is recorded
in the consolidated statement of income as an impairment loss.
Foreign Currencies
- Transactions in foreign currencies during the year are recorded at the exchange rates prevailing at the date of the transaction.
- Financial assets and financial liabilities denominated in foreign currencies are translated to US Dollar at the average exchange rates
prevailing on the consolidated statement of financial position date and declared by the Central Bank of Jordan.
- Non-monetary assets and liabilities denominated in foreign currencies and recorded at fair value are translated on the date when their
fair value is determined.
- Gains and losses resulting from foreign currency translation are recorded in the consolidated statement of income.
- Translation differences for non-monetary assets and liabilities denominated in foreign currencies (such as shares) are recorded as part
of the change in fair value.
- When consolidating the financial statements, assets and liabilities of the branches and subsidiaries abroad are translated from the
primary currency (basic) to the reporting currency, using the average exchange rates prevailing on the consolidated statement of financial
position date and declared by the Central Bank of Jordan. Revenue and expense items are translated using the average exchange rates
during the year, and exchange differences are shown in a separate item within the consolidated statement of shareholders’ equity. In
case of selling one of the subsidiaries or branches, the related amount of exchange difference is booked in revenues\expenses in the
consolidated statement of income.
3 - Accounting Estimates
Preparation of the accompanying consolidated financial statements and the application of accounting policies require the Bank’s
management to estimate and assess some items affecting financial assets and liabilities and to disclose contingent liabilities. These
estimates and assumptions also affect income, expenses, provisions, and financial assets valuation and require the Bank’s management
to estimate and assess the amounts and timing of future cash flows. The aforementioned estimates are based on several assumptions
and factors with varying degrees of consideration and uncertainty. Furthermore, the actual results may differ from the estimates due to
the changes arising from the conditions and circumstances of those estimates in the future. Management believes that the estimates in
the consolidated financial statements are reasonable. The details are as follows:
- A provision is set for lawsuits raised against the Bank and subsidiaries. This provision is subject to an adequate legal study prepared
by the Bank and subsidiaries legal advisors. Moreover, the study highlights potential risks that may encounter in the future. Such legal
assessments are reviewed frequently.
- A provision for loans is taken on the basis and estimates approved by management in conformity with Central Bank of Jordan instructions
except for the arrangements with Central Bank of Jordan with regards to impairment loss for some direct credit facilities customers.
- Impairment loss for the properties seized by the Bank is taken after a sufficient and recent evaluation of the acquired properties has
been conducted by approved surveyors and impairment loss is reviewed periodically.
- Management periodically reassesses the economic useful lives of tangible and intangible assets for the purpose of calculating annual
depreciation and amortization based on the general status of these assets and the assessment of their useful economic lives expected
in the future. Impairment loss is taken to the consolidated statement of income.
- Management frequently reviews the financial assets stated at cost to estimate any decline in their value. Impairment loss is taken to
the consolidated statement of income.
- Provision for income tax: The financial year is charged with its portion from the income tax expense according to the prevailing laws and
regulations and International Financial Reporting Standards. Moreover, the necessary income tax provision is calculated and recorded.
- Fair value hierarchy: The Bank is required to determine and disclose the level in the fair value hierarchy into which the fair value
measurements are categorized in their entirety, segregating fair value measurements in accordance with the levels defined in IFRS.
Differentiating between Level (2) and Level (3) fair value measurements, i.e., assessing whether inputs are observable and whether
the unobservable inputs are significant, may require judgement and careful analysis of the inputs used to measure fair value, including
consideration of factors specific to the asset or liability.
47 A nnual R eport 2 0 1 2
2012 2011
- Except for the statutory cash reserve, there are no restricted balances as of December 31, 2012 and 2011.
- There are no balances due within a period exceeding three months.
Current and call accounts 483,841 648,680 301,828,124 253,941,374 302,311,965 254,590,054
- Non-interest bearing balances at banks and financial institutions amounted to USD 14,066,769 as of December 31, 2012 against
USD 24,415,309 as of December 31, 2011.
- Restricted balances amounted to USD 2,170,000 as of December 31, 2012 against USD 1,865,000 as of December 31, 2011.
Certificates of deposit - - - - - -
- Restricted deposits amounted to USD 25,000 as of December 31, 2012 and 2011.
J ordan K uwait B ank 48
2012 2011
Individuals (retail):
Companies:
Large
2,105,286,880 1,853,214,902
* This item includes USD 8,540,770 as of December 31, 2012 which represents credit facilities granted by the subsidiary companies
against USD 7,628,935 as of December 31, 2011.
** Net after deducting interest and commission received in advance of USD 3,757,480 as of December 31, 2012 against USD
3,689,660 as of December 31, 2011.
- Non-performing credit facilities amounted to USD 206,715,323 which is equivalent to (9/8%) of total direct credit facilities as of
December 31, 2012 against USD 190,621,461 which is equivalent to (10/3%) of total direct credit facilities as of December 31, 2011.
- Non- performing credit facilities net of interests and commissions in suspense amounted to USD 191,002,175 which is equivalent to
(9/1%) of total direct credit facilities balance after deducting suspended interests as of December 31, 2012 against USD 178,482,245
which is equivalent to (9/7%) of total credit facilities balance after deducting suspended interests as of December 31, 2011.
- Direct credit facilities granted to and guaranteed by the Government of Jordan amounted to USD 78,012,276 which is equivalent to
(3/7%) of total direct credit facilities as of December 31, 2012 against USD 9,956,028, which is equivalent to (-/5%) as of December
31, 2011.
- Direct credit facilities include facilities granted to three customers in an amount of USD 91,477,127 net after deducting interests and
commissions in suspense as of December 31, 2012, with acceptable collaterals in the amount of around USD 22.6 million as per
Central Bank of Jordan instructions. The provision of impairment against these direct credit facilities amounted to USD 38.9 million
as of December 31, 2012 based on the arrangements with Central Bank of Jordan with regards to the calculation of the provision of
impairment loss for these customers, whereby the remaining provision will be gradually allocated with annual provision not exceeding
USD 14.1 million for the three customers. In case of cordial ownership for the guarantees, the provision of impairment loss will be
gradually taken.
- In addition to what is stated above, direct credit facilities also include credit facilities granted to two other customers with a total balance
of USD 78.4 million as of December 31, 2012, which were classified under the watch list category as of that date, with acceptable
collaterals in the amount of around USD 76.1 million as per Central Bank of Jordan instructions. On September 13, 2012 an agreement
has been signed between the Bank and those two customers for restructuring these two accounts after the review and approval of
Central Bank of Jordan. The Bank is currently in the process of obtaining the remaining additional collaterals in accordance with the
agreement and will follow up on those credit facilities on a regular basis.
49 A nnual R eport 2 0 1 2
Deducted from income during the year 1,995,626 1,525,554 31,040,780 669,715 - 35,231,675
Used from provision during the year (written-off) * 168,797 377,379 9,254,510 180,876 - 9,981,562
* During the year 2012, an amount of USD 13,293,953 has been written off from direct credit facilities according to the Board of
Directors approval against USD 9,981,562 for the year 2011.
- The disclosure above is related to provisions against debts calculated on the basis of the individual customer.
- The provisions no longer needed due to settlements or repayments of debts transferred against other debts amounted to USD 180,127
as of December 31, 2012 against USD 5,867,502 as of December 31, 2011.
Interest in Suspense
The movement on interest in suspense is as follows: USD
Add: Interests suspended during the year 42,609 41,047 10,842,745 284,824 - 11,211,225
- The Bank adopts a policy for suspending interest off the Consolidated Statement of Financial Position for the accounts at courts, the
suspended interest without entries for the year 2012 amounted to USD 12,968,608.
J ordan K uwait B ank 50
2012 2011
Quoted shares in an active market 21,776,458 21,138,831
Unquoted shares in an active market 28,051,397 28,051,396
Quoted bonds in an active market 57,740,021 58,521,241
Unquoted bonds in an active market 39,019,292 50,298,267
Bonds Analysis:
Fixed rate 48,089,226 62,714,089
Floating rate 48,670,087 46,105,419
2012 2011
Quoted shares in an active market 9,774,975 8,729,094
Unquoted shares in an active market 23,123,708 21,825,184
- Realized losses from the sale of financial assets through other comprehensive income amounted to USD 14,181 in 2012, were booked
directly to retained earnings in owners› equity.
- Cash dividends on the above investments amounted to USD 2,023,240 for the year ended December 31, 2012 (USD 2,098,398 for
the year ended December 31, 2011).
2012 2011
Quoted Financial Assets:
Companies bonds and debentures 64,222,932 81,249,961
Total Quoted Financial Assets 64,222,932 81,249,961
Unquoted Financial Assets:
Treasury bonds and bills 229,134,600 361,636,223
Companies› bonds and debentures 5,028,372 5,028,524
Total Unquoted Financial Assets 234,162,972 366,664,747
- The movement on the provision for impairment loss in financial assets at amortized cost is as follows: USD
2012 2011
Balance – beginning of the year - 1,058,283
Recovered during the year* - (1,058,283)
Balance – Ending of the Year - -
* Recovered as a result of improvement in the fair value of these financial assets during the year.
Furniture,
Building
Year 2012 Land Buildings Fixtures and Vehicles Computers Total
Improvements
Equipment
Cost:
Balance - beginning of the year 3,795,220 5,453,278 10,991,866 807,835 12,849,653 12,408,182 46,306,034
Additions - - 465,523 11,721 1,543,447 432,351 2,453,042
Disposals - - - - (3,893) - (3,893)
Balance - End of the year 3,795,220 5,453,278 11,457,389 819,556 14,389,207 12,840,533 48,755,183
Accumulated Depreciation:
Balance - beginning of the year - 2,079,863 7,684,499 419,918 11,024,532 9,504,424 30,713,236
Depreciation for the year - 162,739 770,451 77,116 744,911 869,910 2,625,127
Disposals - - - - (3,762) - (3,762)
Balance - End of the year - 2,242,602 8,454,950 497,034 11,765,681 10,374,334 33,334,601
Net Book Value of Property and Equipment 3,795,220 3,210,676 3,002,439 322,522 2,623,526 2,466,199 15,420,582
Down payments on property and equipment purchases - - 1,592,297 - - - 1,592,297
Net Book Value of Property and Equipment - End of the Year 3,795,220 3,210,676 4,594,736 322,522 2,623,526 2,466,199 17,012,879
Furniture,
Building
Year 2011 Land Buildings Fixtures and Vehicles Computers Total
Improvements
Equipment
Cost:
Balance - beginning of the year 3,795,220 5,447,928 10,128,281 793,956 12,424,855 10,888,244 43,478,484
Additions - 5,350 943,451 154,557 428,035 1,519,938 3,051,331
Disposals - - (79,866) (140,678) (3,237) - (223,781)
Balance - End of the year 3,795,220 5,453,278 10,991,866 807,835 12,849,653 12,408,182 46,306,034
Accumulated Depreciation:
Balance - beginning of the year - 1,917,128 6,928,415 449,420 10,159,355 8,348,928 27,803,246
Depreciation for the year - 162,735 835,913 104,525 868,394 1,155,496 3,127,063
Disposals - - (79,829) (134,027) (3,217) - (217,073)
Balance - End of the year - 2,079,863 7,684,499 419,918 11,024,532 9,504,424 30,713,236
Net Book Value of Property and Equipment 3,795,220 3,373,415 3,307,367 387,917 1,825,121 2,903,758 15,592,798
Down payments on property and equipment purchases - - 1,215,882 - - - 1,215,882
Net Book Value of Property and Equipment - End of the Year 3,795,220 3,373,415 4,523,249 387,917 1,825,121 2,903,758 16,808,680
b. Property and equipment include an amount of USD 18,940,982 as of December 31, 2012 (USD 18,887,416 as of December 31,
2011) representing fully depreciated property and equipment.
J ordan K uwait B ank 52
Computer Software
Year 2012 Total
and Applications
Computer Software
Year 2011 Total
and Applications
2012 2011
Accrued interest and revenue 17,367,130 13,556,948
Prepaid expenses 1,356,315 1,434,944
Assets seized by the Bank against debts - net * 70,513,058 28,438,385
Unrealized gains from financial derivatives (Note 37) 884,409 867,635
Debtors ** 150,794 60,729
Clearing checks 25,844,303 18,991,305
Others ** 7,861,121 4,953,578
Total 123,977,130 68,303,524
* According to Central Bank of Jordan instructions, properties and shares seized by the Bank should be disposed off within two years
from the ownership date, and for exceptional cases, the Central Bank of Jordan can extend this period for two consecutive years at
maximum.
** Debtors and other assets include balances relating to the subsidiaries companies of USD 382,137 as of December 31, 2012 (against
USD 339,491 as of December 31, 2011).
The movement on assets seized by the Bank against due debts was as follows: USD
2012 2011
Seized Properties Other Seized Assets * Total Total
Balance - beginning of the year 10,105,671 18,332,714 28,438,385 9,783,317
Additions 42,279,428 - 42,279,428 22,610,715
Disposals (32,700) - (32,700) (9,021)
Impairment loss - (172,055) (172,055) (3,946,626)
Balance - End of the Year 52,352,399 18,160,659 70,513,058 28,438,385
* This item represents shares seized during the year 2011 at a local Bank.
53 A nnual R eport 2 0 1 2
Current and call accounts 65,853,412 246,669,538 312,522,950 28,728,168 234,934,158 263,662,326
* Time deposits and certificates of deposit due within a period exceeding three months amounted to USD 276,902,012 as of December
31, 2012 against USD 232,256,626 as of December 31, 2011.
Companies Government
Individuals and Public Total
Large Small and Medium Sector
Companies Government
Individuals and Public Total
Large Small and Medium Sector
- The Government of Jordan and the public sector deposits inside the Kingdom amounted to USD 179,844,990 , which is equivalent
to (9.3%) of total customers’ deposits as of December 31, 2012 (USD 98,320,642, which is equivalent to (4.9%) as of December 31,
2011).
- Non-interest bearing deposits amounted to USD 517,897,874 which is equivalent to (29.9% ) of total customers’ deposits as of
December 31, 2012 (USD 615,090,347 which is equivalent to (30.7%) as of December 31, 2011).
- Restricted deposits amounted to USD 10,833,650 which is equivalent to (0.6%) of total customers’ deposits as of December 31, 2012
(USD 6,165,850 which is equivalent to (0.3%) as of December 31, 2011).
- Dormant deposits amounted to USD 47,216,487 as of December 31, 2012 (USD 35,415,705 as of December 31, 2011).
J ordan K uwait B ank 54
2012 2011
The movement on provision for income tax during the year is as follows: USD
2012 2011
2012 2011
Income tax for the year 24,231,425 22,453,598
Effect of deferred tax assets for the year (444,866) (1,604,158)
Effect of deferred tax liabilities for the year (179,466) 1,612,284
Total 23,607,093 22,461,724
c. Tax Status
- Income tax returns have been submitted for the Bank›s branches in Jordan and foreign branches up to the year 2011 and reached final
settlement, moreover the semiannual payment for the year 2012 has been paid for Bank›s branches in Jordan. The Bank›s branches
in Palestine reached final settlement up to the year 2011 except for the year 2007 and 2008.
- A final settlement with the Income and Sales Tax Department has been reached up to the year 2009 for the subsidiary companies.
Further income tax returns have been submitted for the years 2010 and 2011 and declared income tax has been paid; however, no
final decision has been issued yet. Moreover, the Bank›s subsidiaries paid the semiannual payments for the year 2012. In the opinion
of the Bank and its subsidiaries› management and their tax consultants, no liabilities shall arise against the Bank exceeding the booked
provision as of the date of the consolidated financial statements.
2012 2011
Balance - Amounts
Balance - End Deferred Deferred
beginning
Realized Additions of the Year Tax Tax
of the year
a- Deferred Tax Assets
Provision for staff indemnity 10,108,488 371,165 1,615,726 11,353,049 3,405,914 3,032,546
Impairment loss in real estate 87,900 - - 87,900 26,370 26,370
Credit facilities provision 1,175,681 - - 1,175,681 282,164 282,164
Provision for lawsuits against the Bank 445,220 18,360 84,626 511,486 153,446 133,566
* Deferred tax liabilities resulting from the revaluation gains of financial assets at fair value through other comprehensive income are
presented within the financial asset valuation reserve in the owners› equity.
The movement on deferred tax assets / liabilities during the year is as follows: USD
2012 2011
Description Assets Liabilities Assets Liabilities
Balance - beginning of the year 4,658,633 2,178,893 3,054,475 1,859,310
2012 2011
Declared income 89,344,620 78,451,436
Add: Tax exempted income 15,103,417 10,504,997
Less: Tax unacceptable expenses 5,836,310 8,487,925
2012 2011
Accrued interest 10,047,234 8,244,805
Accounts payable (a) 1,711,642 2,560,402
Accrued expenses 816,395 765,151
Temporary deposits - customers 3,005,217 2,684,014
Temporary deposits (b) 7,925,581 24,318,501
Shareholders› deposits (c) 3,163,848 3,244,536
Accepted and certified checks 7,669,918 7,636,354
Lock boxes deposits 216,176 176,896
Subscriptions deposits (e) 416,027 476,123
Down payments of capital subscriptions 431,611 448,920
Unrealized losses from financial derivatives (Note 37) 140,513 174,491
Transactions in transit 197,110 198,762
Other liabilities (a) 15,322,763 11,779,695
(a) This item includes other liabilities and accounts payable balances related to the subsidiaries of USD 1,936,011 as of December 31,
2012 (USD 1,880,739 as of December 31, 2011).
(b) This item represents temporary payment deposits to public shareholding and other companies.
(c) This item represents the net balance resulting from selling unsubscribed shares with total number of 1,136,495 shares at market
price during the year 2006. The difference between the market price and issue price of the share of USD 4.23 has been recorded as
shareholders› deposits.
(d) This item represents refunds of subscriptions in public shareholding companies under establishment.
23. Reserves
The details of the reserves as of December 31, 2012 and 2011 are as follows:
a. Statutory Reserve
This item represents the accumulated amount of the appropriations from income before tax at 10% during the current and previous
years according to the Banks Law and Jordanian Companies Law. This amount is not distributable to shareholders.
b. Voluntary Reserve
This item represents the accumulated amount of appropriations from income before tax at a maximum rate of 20% per year. The
voluntary reserve is to be used according to a resolution by the Board of Directors.
The General Assembly has the right to distribute this reserve or any portion therefrom as dividends to shareholders.
2012 2011
Jordan branches 14,325,340 12,893,854
Cyprus branches 2,218,000 1,757,350
Palestine branches 312,418 104,415
Subsidiary Companies 232,722 129,760
Total 17,088,480 14,885,379
General banking risks reserve 17,088,480 14,885,379 According to the Central Bank of Jordan.
Pro-cyclicality fluctuation reserve 109,394 - According to Palestine Monetary Authority Instructions.
2012 2011
Balance - beginning of the year 709,555 -
Effect of adopting International Financial Reporting Standards (9) - 887,496
Adjusted Beginning Balance 709,555 887,496
Unrealized gains 2,067,587 132,919
Deferred tax liabilities (521,107) (310,860)
Balance - End of the Year * 2,256,035 709,555
* Financial assets valuation reserve is presented as a net amount after deducting related deferred tax liabilities in the amount of USD
1,087,717 as of December 31, 2012 (USD 566,609 as of December 31, 2011).
J ordan K uwait B ank 58
2012 2011
Balance - beginning of the year 125,566,555 109,601,721
Effect of adopting International Financial Reporting Standards (9) - 11,451,315
- Out of the retained earnings an amount of USD 5,103,499 as of December 31, 2012 (USD 4,658,633 as of December 31, 2011) is
restricted according to the Central Bank of Jordan instructions against deferred tax assets.
- Retained earnings include an amount of USD 8,178,291 as of December 31, 2012 (USD 8,605,013 as of December 31, 2011)
restricted against the effect of adopting International Financial Reporting Standards (9) according to Jordan Securities Commission
instructions, which represents the revaluation of financial assets at fair value through profit or loss. The restriction is waived upon
actual sale.
- Dividends distributed to shareholders for the year 2011 amounted to 20% of the paid-up capital which is equivalent to USD 28 million.
2012 2011
Direct credit facilities:
Individuals (retail)
Overdraft accounts 6,532 2,109
Loans and promissory notes 5,414,518 2,756,986
Credit cards 1,028,793 1,203,324
Real - estate loans 12,921,461 15,075,237
Companies
Large
Overdraft accounts 19,810,166 15,814,183
Loans and promissory notes 78,284,190 76,043,172
Small and medium
Overdraft accounts 2,001,223 1,412,362
Loans and promissory notes 8,153,504 3,990,925
Government and public sector 12,699,824 12,745,873
Balances at central banks 1,484,884 2,002,133
Balances and deposits at banks and financial institutions 8,992,245 5,908,401
Financial assets at amortized cost 22,774,048 23,880,127
Financial assets at fair value through profit or loss 6,293,326 5,949,850
Others 492,300 2,148,535
2012 2011
Customers deposits
2012 2011
2012 2011
31. Gain from Financial Assets at Fair Value through Profit or Loss
The details of this item are as follows: USD
Year 2012
Companies shares 210,278 (523,054) 3,010,691 2,697,915
Companies bonds (204,454) 3,184,260 - 2,979,806
Total 5,824 2,661,206 3,010,691 5,677,721
Year 2011
Companies shares 3,086,857 5,321,535 901,745 9,310,137
Companies bonds (220,590) (1,952,056) - (2,172,646)
2012 2011
2012 2011
2012 2011
Rentals 2,029,849 2,060,669
Stationery 753,474 847,928
Advertisements 965,688 1,202,511
Subscriptions 207,952 206,814
Telecommunication expenses 1,315,210 1,273,008
Maintenance and repairs 2,391,145 2,127,880
Insurance expenses 843,994 688,093
Legal fees 106,006 144,478
Water, electricity and heating 1,452,192 786,052
Fees, taxes and stamps 428,654 469,642
Professional fees 290,611 291,918
Cards services expenses 1,931,928 1,215,171
Hospitality 97,104 94,759
Transportation 148,876 143,513
Correspondents services 168,389 167,444
Security 282,377 228,333
Donations and social responsibility 654,032 512,496
Board of Directors’ remunerations 126,234 74,753
Impairment loss of shares seized by the Bank against debts 172,055 3,946,626
Others 1,938,803 2,108,883
Total 16,304,573 18,590,971
2012 2011
Income for the year attributed to Bank’s Shareholders 65,381,683 56,318,970
Share Share
Weighted average number of shares 100,000,000 100,000,000
Earnings per share pertains to Bank’s Shareholders: USD / Share USD / Share
(Basic and Diluted) -/654 -/563
2012 2011
Balances at central banks due within three months 302,776,076 367,909,401
Add: Balances at banks and financial institutions due within three months 399,426,581 346,080,186
Less: Banks and financial institutions deposits due within three months 312,522,949 263,662,327
Restricted balances 2,170,000 1,865,000
Total 387,509,708 448,462,260
J ordan K uwait B ank 62
Trading Derivatives:
Trading Derivatives:
Nominal value represents the outstanding transaction value at the end of the year which do not illustrate the market risks or the credit
risks.
63 A nnual R eport 2 0 1 2
Total
Related Party December 31,
Board of
Major Executive
Affiliates Directors Others ** 2012 2011
Shareholders Managers
Members
On- Consolidated Statement of
Financial Position Items:
Total
2012 2011
Consolidated Statement of Income items:
Interest and commission income *** - 1,151,900 45,544 55,305 99 1,252,848 1,189,972
Interest and commission expense **** 223,884 6,550,083 208,155 30,477 62,051 7,074,650 4,251,702
Financial assets dividends 1,887,217 - - - 140,133 2,027,350 2,052,690
* Included in the direct credit facilities granted to the Board of Directors members is an amount of USD 377,437 representing credit
facilities granted to United Financial Investment Company’s board of directors members (subsidiary company) as of December 31,
2012 against USD 285,800 as of December 31, 2011.
* Included in the direct credit facilities granted to the Board of Directors members is an amount of USD 81,228 representing credit
facilities granted to Ejarah for Finance Leasing Company’s board of directors members (subsidiary company) as of December 31, 2012.
** Represents companies in which the Bank has a voting right in its Board of Directors.
*** Interest rate ranges between 7/3% to 8% .
**** Interest rate ranges between 1/25% to 4/5% .
- The Bank has two members in the Board of Directors of United Financial Investments Company and four members in Ejarah for Finance
Leasing Company.
39. Fair Value of Financial Assets and Financial Liabilities not Shown at Fair Value in
the Consolidated Financial Statements
There are no significant differences between the book value and fair value of the financial assets and liabilities at the end of the year
2012 and 2011.
- The Bank adheres to the instructions of the Central Bank of Jordan relating to credit concentration and related parties. The Bank deals
with them on an aggregate basis and accords them special care, exercises control, and expresses explicit and clear disclosure thereon
when preparing the Bank’s consolidated financial statements. The required credit facilities are presented by the related parties to the
Board of Directors provided that the persons granted the credit facilities have no influence over the Board of Directors, and receive no
preferential treatment over the Bank’s customers.
Credit risk exposure (after the provision for impairment loss and interest in suspense and before guarantees and other risks - mitigating
factors): USD
December 31,
2012 2011
Companies
Credit exposures according to the degree of risk are categorized according to the following table: USD
- The whole debt balance becomes due when one of the installments or interest is due. Moreover, the overdraft account is considered
due when it exceeds the ceiling.
- Credit exposures include facilities, balances, deposits at banks, bonds and treasury bills and any other assets that has a credit exposure.
67 A nnual R eport 2 0 1 2
Distribution details of fair value of collaterals against direct credit facilities are as follows: USD
Of it:
Cash margins 3,920,724 125,511 137,469,472 5,211,100 - 146,726,807
Accepted letters of guarantee - - 11,641,749 - - 11,641,749
Real estate 4,299,358 235,056,653 374,767,433 7,757,544 - 621,880,988
Trade stocks 7,218,312 - 161,153,213 2,638,797 - 171,010,322
Vehicles and equipment 27,539,811 - 8,042,652 3,716,387 - 39,298,850
Total 42,978,205 235,182,164 693,074,519 19,323,828 - 990,558,716
Of it:
Cash margins 2,204,819 300,097 155,262,711 6,320,790 - 164,088,417
Accepted letters of guarantee - - 7,000,000 - - 7,000,000
Real estate 1,580,678 221,839,945 326,857,440 19,415,890 21,269,513 590,963,466
Trade stocks 10,130 - 171,893,584 1,323,979 - 173,227,693
Vehicles and equipment 24,255,930 - 4,719,316 4,017,263 - 32,992,509
Scheduled Debts
Scheduled debts represent debts that have been previously classified as non-performing credit facilities, and they have been taken out
from the framework of non-performing credit facilities according to proper scheduling and classified as watch list debts. Furthermore, the
amount of scheduled debts during the current year amounted to USD 35,313,743 (USD 188,461 for the year 2011).
Restructured Debts
Restructured debts means reorganizing credit facilities in terms of adjusting payments, extending their term postponing some
installments, or extending the grace period. Restructured debts which are not classified amounted to USD 86,353,010 for the year 2012
(USD 18,336,698 for the year 2011).
Bonds, Bills, and Debentures
The following table illustrates the classification of bonds, bills, and debentures according to external rating institutions as of December 31, 2012:
USD
Government and
Economic Sector Financial Industrial Services Trade Real-estate Agricultural Shares Individuals Total
Public Sector
Direct credit facilities - net 65,102,819 525,518,638 527,320,877 282,178,401 228,620,485 11,076,072 65,013,744 70,729,657 221,984,471 1,997,545,164
Total for the Current Year 576,779,994 532,714,500 563,167,329 288,870,947 229,420,495 11,076,072 65,013,744 70,729,657 825,721,999 3,163,494,737
Total/Comparative Figures 618,743,568 399,416,482 482,941,769 230,102,523 224,426,412 10,622,571 76,050,807 53,593,568 934,887,345 3,030,785,045
More than 1 More than More than More than 1 Not Tied to
Less than More than
Month up to 3 3 Months up 6 Months up Year Up to a Specific Total
One Month 3 Years
Months to 6 Months to 1 Year 3 Years Maturity
Liabilities:
Other liabilities 19,908,875 8,139,206 6,035,800 3,776,230 3,940,274 5,452,788 3,810,862 51,064,035
Total Liabilities 1,771,261,770 403,141,872 343,349,687 246,862,373 77,716,248 5,452,788 16,120,571 2,863,905,309
Total Assets 916,881,341 423,929,394 138,618,433 334,581,990 671,690,729 762,030,616 150,909,888 3,398,842,391
More than 1 More than More than More than 1 Not Tied to
Less than More than
Month up to 3 3 Months up 6 Months up Year Up to a Specific Total
One Month 3 Years
Months to 6 Months to 1 Year 3 Years Maturity
Liabilities:
Banks and financial institutions deposits 263,662,327 - 152,256,624 35,000,000 45,000,000 - - 495,918,951
Total Liabilities 1,164,677,185 550,167,252 554,600,161 284,226,981 140,350,960 6,587,269 10,914,938 2,711,524,746
Total Assets 679,212,949 331,135,698 299,402,494 353,113,632 439,558,688 977,854,715 127,745,985 3,208,024,161
J ordan K uwait B ank 74
Second: the following table summarizes the maturities of financial derivatives on the basis of the remaining period of the contractual
maturity date from the date of the consolidated financial statements:
USD
The following table represents information on the Bank’s sectors according to activities: USD
Total
Gross income for the year 20,103,903 96,462,808 39,198,611 1,982,051 1,660,474 6,422,966 165,830,813 157,749,641
Results of Business Sector 14,164,408 76,942,775 39,198,611 1,982,051 1,660,474 6,422,966 140,371,285 128,389,177
Income before Income Tax 14,164,408 76,942,775 39,198,611 868,272 1,089,899 (42,919,345) 89,344,620 78,451,436
Income for the Year 14,164,408 76,942,775 39,198,611 714,774 828,324 (66,111,365) 65,737,527 55,989,712
Total Assets 318,624,604 1,770,435,083 1,223,653,714 15,916,370 29,624,023 40,388,597 3,398,642,391 3,208,024,161
Total Liabilities 1,160,419,336 978,238,506 668,361,491 1,627,704 370,721 54,887,551 2,863,905,309 2,711,524,746
A third part of capital (tier 3) might be formed in case the capital adequacy ratio goes below 12% due to factoring capital adequacy ratio
into market risks.
Investments in subsidiary banks and financial institutions are deducted (if their financial statements are not consolidated). Moreover,
investments in the capitals of banks, insurance and other financial institutions are deducted.
b. The requirements of the regulatory parties concerning capital and the manner in which they are met.
Instructions of Central Bank require that paid-up capital be not less than USD 141 million and shareholders’ equity-to-assets ratio be not
less than 6%. Moreover, the Central Bank instructions require that the ratio of regulatory capital to assets weighted by risks and market
risks (capital adequacy ratio) be not less than 12%, which is considered by the Bank.
The Bank complies with Article (62) of the Banks Law which requires the Bank to appropriate 10% of its annual net profits in the
Kingdom and continue to do so until the reserve equals the Bank’s paid-up capital. This meets the requirements of the statutory reserve
prescribed by the Companies Law.
The Bank complies with Article (41) of the Banks Law which requires adherence to the limits set by the Central Bank of Jordan relating to:
1. The percentage of risks relating to its assets and assets weighted by risks, elements of capital, reserves, and contra accounts.
2. Ratio of total loans to regulatory capital the Bank is allowed to grant to one person, his allies, or to related stakeholders.
3. Ratio of total loans granted to the major ten customers of the Bank to total loans extended by the Bank.
When entering into investments, the impact on capital adequacy ratio is considered. Moreover, capital and its adequacy are monitored
periodically as capital adequacy ratio is monitored at the Group level and the individual Bank every quarter. Furthermore, capital adequacy
is reviewed by internal audit, and capital ratios are monitored monthly. Such ratios are financial leverage, shareholders’ equity to assets,
shareholders’ equity to customers’ deposits, internal growth of capital, provisions, and free capital. This should achieve the appropriate
financial leverage, and consequently, the targeted return on shareholders’ equity not less than 10% as prescribed by the Bank’s strategy.
No dividends are paid to shareholders out of the regulatory capital if such payment leads to inadherence to the minimum capital
requirement. The Bank concentrates on the internal generation of capital and can resort to public subscriptions to meet expansionary
needs and future plans, or the requirements of the regulatory bodies according to specified studies.
77 A nnual R eport 2 0 1 2
Capital Adequacy
Capital adequacy ratio is calculated according to the Central Bank of Jordan instructions based on Basel Committee resolutions. The
following is the capital adequacy ratio compared with the previous year: USD
2012 2011
Retained earnings (after deducting proposed dividends and deferred tax assets) 95,906 90,011
Less:
Seized properties whose ownership period is more than four years, or two years 791
and less than four years, without the consent of Central Bank of Jordan. 777
Valuation reserve of financial assets at fair value through other comprehensive 319
income at 100% of the negative change or 45% of the positive change 1,016
Less:
* Core capital has been calculated net of investments in banks and financial subsidiary company as their financial statements have not
been incorporated.
J ordan K uwait B ank 78
ASSETS
Financial assets at fair value through profit or loss 54,843,155 91,744,013 146,587,168
Financial assets at fair value through other comprehensive income - 32,898,683 32,898,683
LIABILITIES
USD
ASSETS
Financial assets at fair value through profit or loss 61,706,908 96,302,827 158,009,735
Financial assets at fair value through other comprehensive income - 30,554,278 30,554,278
LIABILITIES
2012 2011
Letters of credit 130,043,606 135,611,904
Letters of acceptances 19,581,006 16,632,839
Letters of guarantee:
Payments 133,697,408 104,893,286
Performance bonds 83,198,268 87,382,625
Other 55,308,100 48,032,367
Unutilized credit facilities ceilings 120,001,330 125,723,358
2012 2011
Contracts to purchase property and equipment 806,769 672,496
Construction contracts 454,590 832,669
Other purchases contracts 2,162,475 320,159
c. Operating leases amounted to USD 9,428,336 with periods ranging from 1 to 10 years (USD 9,266,482 as of December 31, 2011).
d. Unpaid investment participations on companies capital amounted to USD 540,421 as of December 31, 2012 .
1,450,000 540,422
Amendments to IFRS 1 Severe Hyperinflation The amendments regarding severe hyperinflation provide guidance for
(Effective for annual periods beginning on or entities emerging from severe hyperinflation either to resume presenting
after 1 July 2011). IFRS financial statements or to present IFRS financial statements for the
first time.
Amendments IFRS 1 removal of Fixed Dates The amendments regarding the removal of fixed dates provide relief to
for First-time Adopters (Effective for annual first-time adopters of IFRSs from reconstructing transactions that occurred
periods beginning on or after 1 July 2011). before their date of transition to IFRSs.
Amendments to IFRS 7 Disclosures – The amendments to IFRS 7 increase the disclosure requirements for
Transfers of Financial assets (effective for transactions involving transfers of financial assets. These amendments
annual periods beginning on or after 1 July are intended to provide greater transparency around risk exposures of
2011). transactions where a financial asset is transferred but the transferor retains
some level of continuing exposure in the asset.
Amendments to IAS 12: Deferred Tax – Amends IAS 12 Income Taxes to provide a presumption that recovery of the
Recovery of Underlying assets (Effective carrying amount of an asset measured using the fair value model in IAS 40
for annual periods beginning on or after 1 Investment Property will, normally, be through sale.
January 2012).
As a result of the amendments, SIC-21 Income Taxes — Recovery of Revalue
Non-Depreciable Assets would no longer apply to investment properties
carried at fair value. The amendments also incorporate into IAS 12 the
remaining guidance previously contained in SIC-21, which is accordingly
withdrawn.
J ordan K uwait B ank 82
48.b. New and revised IFRSs issued but not yet effective
The Bank has not applied the following new and revised IFRSs that have been issued and are available for early application but are not
yet effective:
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine. 1 January 2013.
Management anticipates that each of the above standards and interpretations will be adopted in the consolidated financial statements
by its date mentioned above without having any material impact on the Bank’s consolidated financial statements.
83 A nnual R eport 2 0 1 2
Statement of Disclosure for the Financial Year ending 31/12/2012, in accordance with article (4) of the
disclosure regulations, the accounting and auditing standards issued by the Jordan Securities Commission.
Item
4a: Chairman’s Statement: Included in the report.
4b/1: Description of main activities: Included in the report.
The Bank operates through its head office in Abdali - Amman and 53 branches and cash offices in Jordan, in addition to two branches in
Palestine and one branch in Cyprus. Total capital expenditure for the year 2012 amounted to USD 2.45 million. The table below shows
the Bank’s locations and the number of staff at each.
4b /2: Subsidiaries:
United Financial Investments Company:
United Financial Investments Co. (UFICO) was established in 1980. In 1996 the company was restructured as a public shareholding company.
The company enjoys a leading position among the major top firms operating in the ASE. UFICO provides financial services, which are directly
connected with local and international financial markets.
In 2002, UFICO became a subsidiary of Jordan Kuwait Bank. The Bank holds 50.22% of the company’s capital of JD 8 million (USD 11.28m) as
at December 2010.
The Company’s H.Q. is located in Shmeissani, Amman with 14 working employees.
1- Board of Directors
Present Positions:
• Chairman of the Board of Trustees, Al-Ahliyya Amman University.
• Chairman, United Financial Investments Company.
• Chairman, Algeria Gulf Bank – Algeria
• Board Member, Jordan Dairy Company.
• Board Member, Burgan Bank – Kuwait.
Present Position:
• Manager, Equity Investment Dept. – Social Security Investment Fund.
Previous Positions:
• Manager, Treasury Dept. - Social Security Investment Unit, (2002 – 2009).
• Board Member, Jordan Post Co. (2007).
• Acting Chief Executive Officer, Social Security Investment Unit (2005 - 2006).
• Portfolio Manager, Foreign Investments Dept., Central Bank of Jordan (2000 - 2002).
• Chief Dealer, Foreign Investment Dept., Central Bank of Jordan (1996 - 2000).
• Deputy Manager, Central Accounting Division, Central Bank of Jordan (1989 - 1991).
• Member of the Jordanian FOREX Association.
Present Positions:
• Chief Executive Officer of the banking sector, Kuwait Projects Co. (Holding) - Kuwait (2010 – Present).
• Chairman, United Gulf Bank – Bahrain.
• Chairman, Syria Gulf Bank - Syria.
• Chairman, Tunis International Bank - Tunis.
• Vice Chairman, Algeria Gulf Bank - Algeria.
• Vice Chairman, North African Co.
• Vice Chairman, Royal Capital Co. – Abu Dhabi.
• Board Member, Bank of Baghdad - Iraq.
• Board Member, KIPCO Asset Management Co. (KAMCO)- Kuwait.
• Board Member & Secretary, Union of Investment Companies– Kuwait.
Previous Positions:
• Chairman, Kuwait Asset Management Co. (KAMCO) - Kuwait (1998-2010).
• Board Member & Audit Committee Chair, International Investor Co. – Kuwait (2005 - 2009).
• Managing Director, United Gulf Bank – Bahrain (1997 - 2009).
• Board Member, Gulf Insurance Company plc (1997 – 2001).
• Board Member, Industrial Investments Co. (1993 – 2001).
• Started his banking career in 1974 at the National Bank of Kuwait and occupied several positions till he was
appointed as acting chief general manager in 1992, then appointed as consultant to the board of directors from
1993 till 1996.
• Board Member, Tunis Arab International Bank (1986 – 1996).
• Board Member & Vice chairman of the Executive Committee, Bahrain and Kuwait Bank (1986 – 1995).
• Managing Chairman, Burgan Bank – Kuwait
• Board Member, United Fisheries Co. – Kuwait.
• Board Member, National Telecommunications Co. - Algeria.
• Chairman, United Gulf Financial Services Co. - Qatar.
• Board Member & Treasurer, Investment Companies Union – Kuwait.
J ordan K uwait B ank 86
Present Positions:
• Chief Executive Officer of the Investment sector, Kuwait Projects Co. (Holding) - Kuwait (2011 – Present).
• Chairman, United Real Estate Company - Kuwait (2010 - Present).
• Vice Chairman, Kuwait Clearing Co. – Kuwait (2004 – Present).
• Board Member, Royal Capital – Abu Dhabi (2007 – Present).
• Board Member, Saudi Dairy & Foodstuff Co. (SADAFCO) - Saudi Arabia (2012 – Present)
Previous Positions:
• Chairman, Burgan Bank - Kuwait (2007 - 2010).
• Vice Chairman, Burgan Bank – Kuwait (2004 - 2007).
• Board Member, Bank Kuwait & Middle East – Kuwait (2003 - 2004).
• Board Member, United Gulf Bank – Bahrain (2002 - 2008).
• Board Member, Industrial Bank of Kuwait – Kuwait (2002 - 2003).
• Board Member, KIPCO Asset Management Co. (KAMCO) (1998 - 2009).
• General Manager, KIPCO Asset Management Co. (KAMCO) (1998 - 2004).
• Chairman, Kuwait Clearing Co. – Kuwait (1997 - 2004).
• Board Member, Gulf Insurance Company – Kuwait (1997 - 2001).
• Assistant CEO, Trading and Investment Portfolio Management, Kuwait Projects Co.-Kuwait (1996 – 1999).
• Board Member, Bahrain Kuwait Insurance – Kuwait (1992-2008).
• Manager, Trading and International Investment Portfolio Management, Kuwait Projects Co.-Kuwait (1992 - 1996).
• Manager, Accounts Department, International Financial Investment Company (1987 - 1989).
Previous Positions:
• CEO, Gulfcom Telecommunications.
• Head of Management Committee, Jordan SADAFCO Food Co. (Until May 2009).
• Deputy General Manager, Al Razi Pharmaceutical Company (1993 - 1999).
• Deputy General Manager, Jordan Kuwait Bank (1988 - 1993).
• General Manager, Nayef Al Dabbous & Sons Co. - Kuwait (1970 - 1988).
• Administrative Manager, Ministry of Public Works - Kuwait (1961 - 1966).
Present Positions:
• Board Member, United Financial Investments Co. / Representative of Jordan Kuwait Bank.
• Vice Chairman, Arab Orient Insurance Co.
Previous Positions:
• Board Member, Middle East Specialized Cables (MESC Jordan).
• Business Development Manager, Siemens Company - Jordan Branch.
• Administrative Manager, Siemens Company-Jordan Branch (1993 - 2006).
• Board Member, Amman Insurance Company Ltd. (1998 - 2000).
• Board Member, Philadelphia Bank for Investment (1996 - 2000).
• Board Member, National Company for Steel Manufacturing (1995 - 2000)
• Central Bank of Jordan – International Relations Dept. - Investment Unit (1985 - 1993).
• Jordan Armed Forces – Studies & Development Dept. (1984 - 1985)
Present Positions:
• President of Fairfax International, London.
• Board member, Representative of Fairfax Financial Holdings Limited for the following companies:
• Gulf Insurance Company – Kuwait
• Bahrain Kuwait Insurance – Bahrain
• Arab Misr Insurance – Egypt
• Arab Orient Insurance Company – Jordan
• Fajr Al-Gulf Insurance Co. - Lebanon
Previous Positions:
• President & CEO, Fuji Fire and Marine Insurance Company, Japan.
• President, AIG’s General Insurance operations, Seoul, Korea (2001-2004).
• Vice Chairman and Managing Director, AIG Sigorta, Istanbul, Turkey (1997-2001).
• Regional Vice President, AIG’s domestic property and casualty operations for the Mid-Atlantic region, USA.
• Held various underwriting and management positions with increasing responsibilities, AIG, USA since 1986.
• Board member, Foreign Affairs Council.
• Board member, Insurance Society of Philadelphia.
• Council member, USO, Korea.
• Chairman, Insurance committee of the American Chamber of Commerce, Korea.
• Member, Turkish Businessmen’s Association.
J ordan K uwait B ank 88
2- Executive Management:
Experience:
• Asst. General Manager – Internal Audit Dept. (1999-2009).
• Worked at the Central Bank of Jordan (1988 – 1999).
Experience:
• 17 Years Experience in various banks and the last was Arab Jordanian Investment Bank (1990 – 1994).
Experience:
• Financial Manager, New English School (1992 – 1997).
• Financial Manager, Petra Bank (1978 – 1989).
89 A nnual R eport 2 0 1 2
Experience:
• Management and Technology Consultant (2009-2011).
• Chief Executive Officer, OPTIMIZA (2007-2009).
• IT Project Assurance Consultant, The Housing Bank for Trade & Finance (2005-2006).
• General Manager, Trans M.E. International Distribution Co. (2000-2005).
• Associate Partner, Accenture (1993-2000).
• Head of Communications and Special Projects, Arab Bank (1983-1993).
J ordan K uwait B ank 90
Experience:
• General Banking Experience, Housing Bank, (1992 –2001).
Experience:
• Legal Affairs Department at Ministry of Interior (1997-2000).
Experience:
• Head of HR planning and budget and Head of Personnel, Qatar Petroleum and its affiliated companies - Qatar
(2004-2012).
• Personnel Manager, Lotus Trading and Contracting Company – Qatar (2001 – 2004)
• Personnel and Public Relations Manager, Engineering Technical Contracting Company – Jordan (1997-2001)
Experience:
• General Banking Experience, Jordan Kuwait Bank, (1981 – 2007).
91 A nnual R eport 2 0 1 2
4b/4: Shareholders who own 5% or more of the Bank’s shares (2012 & 2011).
4b/6: The Bank did not conclude any deal/s with specific supplier/s and/or major clients (in Jordan or abroad) of 10% or more of
total Bank’s purchases, sales or revenue.
4b/7: The Bank does not enjoy any governmental concessions or protection in accordance with the prevailing rules and regulations.
4b/8: There has been no material effect on the Bank’s operations, products or competitiveness as a result of any government or
international organizations’ decisions.
United Financial
Qualification Jordan Kuwait Bank Ejara Leasing Co.
Investments Co.
PhD 1 - -
Masters 49 2 -
Bachelor 659 5 7
Higher Diploma 8 - -
Diploma 129 3 -
Total 937 14 8
JKB Organizational Structure 2012
Board of Directors
General Manager
Ejara Leasing Co.
EPMO
ALM Committee
Human Resources Marketing & Legal Dept. Executive Committee Shareholders’ Internal Audit
Public Relations Affairs
IT Steering Committee
Admin. Financial Centralized Credit Risk Compliance Retail & Treasury & Credit
Information
Remedial & Management Consumer
Services Dept. Operations Technology Follow up Dept. Control Dept. Products Investment Facilities
Organization Structure
JKB Subsidiaries
Board of Directors
General Manager
Compliance Officer
Board of Directors
Internal Audit
General Manager
External Training:
Administrative 8 12
Credit Facilities 4 6
English Language 49 49
Specialized Banking 14 36
4b /12: There had been no financial effects of non-recurring operations that do not fall within the Bank’s core business activity
during 2012.
4b/13: Changes in Net Profit, Dividend, Shareholders’ equity and Share price (2008-2012)
Amounts in Thousand US Dollars
Dividend Bank
Profit
Year Shareholders’ Share / $
before tax Bonus Shares Cash Equity
4b/16: Auditors’ Fees: Auditors’ fees for the Bank and its subsidiaries in 2012 amounted to USD 290,611.
4b/17: Shares owned by the Board Members during 2012 & 2011:
Nationality
Shares Shares
Name Position
31/12/2012 31/12/2011
Shares Shares
Name Position Nationality
31/12/2012 31/12/2011
3 Mr. Shaher E. Suleiman Head of Risk Management & Compliance Group Jordanian - -
4 Mr. William J. Dababneh Asst. G.M. / Treasury & Investment Dept. Jordanian - -
5 Mrs. Hiyam S. Habash Asst. G.M. / Financial Dept. Jordanian 1,600 1,600
6 Mr. Abdel Hameed M. Al- Ahwal Asst. G.M. / Operations Dept. Jordanian - -
8 Mr. Haethum S. Buttikhi Asst. G.M. / Retail & Consumer Products Dept. Jordanian - -
13 Mr. Moh’d J. Azem Hammad Executive Manager / Risk Management Dept. Jordanian - -
14 Mr. Ibrahim F. Bisha Executive Manager / Treasury & Investment Dept. Jordanian - -
16 Mr. Majed S. Muqbel Executive Manager / Compliance Control Dept. Jordanian 874 874
Shares of controlled
Board Member Name of controlled Company Ownership Company in JKB
Position
%
31/12/2012 31/12/2011
United Gulf Bank- Bahrain Board Member Burgan Bank – Kuwait 17.00 50,927,827 50,927,827
Al- Futtooh Holding Co. – Kuwait Board Member Kuwait Projects Co. (Holding)- Kuwait 44.63 50,996 50,996
Kuwait Projects Co. (Holding)-Kuwait Board Member Burgan Bank-Kuwait 41.00 50,927,827 50,927,827
Kuwait Projects Co.(Holding)- Kuwait Board Member United Gulf Bank - Bahrain 85.66 226,667 226,667
97 A nnual R eport 2 0 1 2
Shares owned by the relatives of Board Members and Bank Executives (2012 & 2011)
Nationality
Shares Shares
Name Relation
31/12/2012 31/12/2011
1 Mrs. Zakiah I. Murad Wife of Mr. Farouk A. Al-Aref / Board Member Jordanian 14,409 14,409
2 Mrs. Hind M. Jaber Wife of Mr. “Moh’d Yaser” M. Al-Asmar / General Manager Jordanian 10,000 7,500
3 Mrs. Mai F. Abu-Hantash Wife of Mr. Abdel Hameed M. Al- Ahwal / Asst. G.M. Operations Dept. Jordanian 164 164
4b/18: Executives’ Remuneration: Total salaries, allowances and travel expenses paid to the Senior Executives at the Bank and
its subsidiaries during 2012 amounted to USD 4,630,474 exclusive of performance related incentives.
4b/19: Donations: Total donations made by the Bank and its subsidiaries during 2012 amounted to USD 654,032. Details of
which are listed below:
Total 654,032
4b/20: The Bank had contracted with its sister company (Arab Orient Insurance Company) for general insurance coverage including
health and accident insurance for its staff. The value of such contracts amounted to USD 1,524,313. Apart from that,
the Bank did not conclude any contracts, projects or commitments neither with any of the subsidiaries, sister companies,
affiliates, nor with the Chairman, Board Members, the General Manager, any other staff members and their relatives.
4b/21: The Bank contributes towards the welfare of the local community and the environment; this was explained in the Management
Discussion and Analysis Chapter of this report.
4e/1: The Board of Directors hereby declares that there are no material issues that could hinder the business continuity of the
Bank during the financial year 2013.
4e/2: The Board of Directors also declares its responsibility for the Financial Statements and that the Bank has an effective
control system.
Name Signature
Mr. Masaud M. Jawhar Hayat, Rep., Al- Futtooh Holding Co. – Kuwait
Mr. Tariq Moh’d Abdul Salam, Rep., Kuwait Projects Co. (Holding) – Kuwait
4e/3: The Chairman of the Board, the General Manager and the Financial Manager hereby declare that all information and data
provided in this report are accurate and comprehensive.
Introduction 3
The Chairman 5
V. Executive Committees 11
Code of Conduct 18
Introduction
The basis and principles of corporate governance have become among the most prominent issues discussed globally considering
their high importance and contribution to furthering economic success and reform, particularly in light of globalization and economic
openness among the world’s economies. It is needless to say that these basis and principles have become a necessity to both private
and public sector entities, and are considered a basic requirement for increasing confidence in the economy of every country and proof
of sound management principles, transparency and accountability. Good corporate governance is the basis of the success of institutions
and their application depend to a great extent on the skills, experiences and knowledge of the members of the Board of Directors and
that of the executive management.
Corporate governance can be defined as (1) “A set of systems and structures that demonstrate the organizational relationships between;
and the responsibilities of; a Bank’s management, its board, its shareholders, and other stakeholders so as to guarantee the attainment
of the Bank’s goals in the presence of effective monitoring, thereby encouraging institutions to use resources more efficiently.”
Jordan Kuwait Bank (JKB) views corporate governance from its own unique perspective whereby it considers it as the key towards
achieving confidence among its customers and other stakeholders. Corporate governance is the style and method through which the
internal and external relationships are managed.
JKB believes that applying good corporate governance results in the sound management of the Bank and attainment of its strategic
goals. In addition, it is JKB’s strong belief that adoption of good corporate governance by all institutions in Jordan would lead to the
creation of competent institutions and an appropriate competitive environment supportive of the national economy as a whole. This is
particularly important given that banks play a key role in the financial system of a country and rely on their clients’ deposits, thus further
reinforces the high importance of applying good corporate governance principles.
In light of the above, JKB’s Board has decided to adopt a Corporate Governance Manual (later referred to as the Manual), which
was prepared in accordance with the international best practices in the field and the Central Bank of Jordan’s (CBJ) regulations and
guidelines. Through this Manual, the Bank aims to achieve good corporate governance mainly demonstrated through the equitable
treatment of all stakeholders, transparency, declaration of the Bank’s administrative and financial standing, accountability with regard
to the relationship between the Board of Directors and the executive management; shareholders; and various stakeholders as well as
clarifying responsibilities through the segregation of duties and delegation of authority.
(1) As defined by the Organization for Economic Co-operation and Development OECD.
4 J K B C orporate G overnance M anual
2. Directors
Board members have the prime responsibility for the management and performance of the Bank whereby Board members, on behalf of
the shareholders, oversee the work of the management. The duties and responsibilities of Board members are defined by various laws
and regulations (such as the Companies Law, Banks Law … etc.)
3. Employees
All Bank employees have the task to apply internal control procedures as part of their respective responsibilities in achieving the goals
of the Bank.
All employees should possess the necessary knowledge, skills, information and authority to perform their duties. This requires that
employees have a complete understating of the operations of the Bank, the industry, the market and pertinent risks.
Through pursuing the fulfillment of these requirements, employees would contribute positively to the Bank’s performance and
achievements. The resulting success would further their sense of job security and satisfaction.
4. Creditors
The various parties having contractual relations with a bank, such as customers, suppliers and creditors form the base of any organization.
The relationship between the Bank and the various stakeholders depends on the level of trust established between them.
7. The Board appoints a competent, experienced, professional general manager with integrity and of good moral standing. The
performance of the General Manager is evaluated annually by the Board.
8. The Board approves the appointment and resignation of the Bank’s executive managers.
9. The Board, through the Nominations and Remuneration Committee, conducts a self-assessment of its performance at least once a
year and according to a clear mechanism.
10. The Board approves succession plans for the Bank’s senior executives that outline the qualifications and requirements that need to
be met by holders of said positions
Structure of the Board
1. The Board membership is diverse in terms of the practical and professional experiences of its members.
2. The Board may include executive members (those holding executive positions at the Bank) as well as other non-executive members
with a majority of non-executive.
3. The Bank always accounts for having at least three independent directors on its Board.
4. The Bank defines the independent director as a member who is not linked to the Bank in any capacity that may affect the objectivity
and neutrality of his judgment and meets the following minimum requirements:
• has not been employed by the Bank for the preceding five years;
• is not a relative (up to the second degree) of an administrator of the Bank;
• is not receiving direct or indirect payment or compensation from the Bank (other than as a Director);
• is not a director or owner of a company with which the Bank does business with (other than business relationships made in the
ordinary course of business of the Bank and on substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated parties);
• is not, nor in the past five years has been, affiliated with or employed by a present or former auditor of the Bank;
• is not a shareholder with direct effective interest in the capital of the Bank, or indirectly through affiliating with one of the Bank’s
major shareholders;
5. The Bank separates between the Chairman of the Board and the General Manager positions and observes that there is no family
relation between them below third degree.
6. In the case that the Chairman is an executive director, the Bank will appoint an independent director as vice Chairman.
The Chairman
In addition to his normal duties, the Chairman carries out the following functions:
1. Promote a constructive relationship, based on corporate governance principles, among Board members and between the Board and
the Bank’s executive management.
2. Ensure that Board members and shareholders receive adequate and timely information.
3. Promote a culture in the boardroom that encourages constructive criticism and alternative views exchanged among Board members
during meetings.
4. Ensure high standards of corporate governance by the Bank.
Organizing the Board Tasks
1. The Bank’s Board meets at least six times a year. The Bank’s executive management schedules the topics on the meeting agenda
as it sees appropriate.
2. The Bank provides the Board members with appropriate and adequate information in a timely manner.
3. The Board Secretary maintains a written record of deliberations and suggestions that take place during board meetings as well as
voting results.
4. The Bank prepares a booklet which clearly explains the rights/duties and responsibilities of Board members and is disseminated
among Board members upon their election.
5. The Bank prepares a special booklet that includes all banking operations that requires the approval of the Board.
6. Board members must be continuously informed of changes taking place within and outside the Bank. Furthermore, the Bank would
provide Board Members, upon appointment and throughout their tenure, with a brief of the Bank’s activities and operations to
include the Bank’s strategic plan, key issues related to its current status; risks management; compliance program; code of conduct;
organizational structure; and the executive managers and external auditor.
7. All Board members and Board committees have the right to direct contact with the Bank’s executive management.
8. Board members and Board committees may, if needed, seek the assistance of external resources that would enable them to carry
out the duties entrusted to them.
9. The Bank has an organizational structure that demonstrates the reporting hierarchy (including Board committees and executive
management). Details pertaining to upper management structure are disclosed to the public.
10. The Board of Directors ensures that every board member is committed towards the Bank and all its shareholders and not towards a
certain shareholder.
11. The Board formally defines, in writing, the functions and duties of the Board Secretary which include oversight responsibility to
ensure that endorsed Board procedures are followed; information is communicated among Board members; Board committees and
the executive management, in addition to arranging for and scheduling Board meetings and taking meeting minutes. The Board
Secretary’s appointment or removal is decided upon unanimously by the Board.
6 J K B C orporate G overnance M anual
c. Independence
For the Board to be able to carry out its monitoring role over the executive management and oversee that it is not performing any
inappropriate practices, the Board of Directors retains an adequate number of independent directors on the Board (in accordance with
the definition of an independent director set out in this manual). The Board has considered that membership of three independent
directors is appropriate.
7. Review the results of the stress tests carried out by the Risk Management Department and validate the impacts of the results on the
Bank’s financial strength.
8. Submit regular reports to the Board of Directors.
The role of the Board Audit and Risk Committee in monitoring compliance can be summarized as follows:
1. Recommend the adoption of a compliance monitoring policy and ensure that the policy is:
• Documented in writing.
• Appropriate for the size of the Bank’s and its subsidiaries’ activities.
• Specifies the procedures that need to be followed by management and staff.
• Outlines the key requirements for identifying compliance risks and their management across the various organizational levels.
• Disseminated among the various administrative levels and employees of the Bank.
2. Assess the Bank’s effectiveness in managing compliance risks at least once a year and conduct necessary revision in case of any
amendments.
3. Monitor and follow-up implementation of the policy.
4. Take necessary measures to promote values of integrity and proper professional conduct within the Bank such that compliance with
laws, regulations, instructions, directives and applied criteria become key objectives and duties required to be fulfilled.
5. Adopt an organization structure for the Compliance Monitoring Department and ensure its independence such that there is separation
between the functions of compliance monitoring and that of internal auditing.
6. Ensure that an annual compliance risks management plan is in place and that it accounts for any shortcomings in the policy,
procedures or application. Also, ensure that the plan is linked to the effectiveness of the current management of compliance risks
and it determines the need for any policies or procedures for dealing with new compliance risks resulting from the annual assessment
of these risks.
7. Review the corrective procedures and measures and/ or disciplinary actions undertaken by the Bank’s executive management in the
event of discovering violations arising from non-compliance, specifically those that subject the Bank to legal penalties or significant
losses, both financially and reputation wise, and ensure that these cases are immediately reported.
8. Review reports that show compliance test results which should include assessment findings pertinent to compliance risks, violations
and shortcomings along with the corrective measures implemented.
Nominations & Remuneration Committee
1. The Nominations and Remuneration Committee comprises of three non-executive directors, two of whom are independent directors.
The Committee meets at least twice a year or on needs basis and its decisions are based on a majority vote, including that of the
Committee chair.
2. The Committee carries out the following functions:
• Nominate all Board appointments, duly considering candidates’ abilities and qualifications and, for re-nominations, their attendance
and the quality and extent of their participation in Board meetings and in accordance with guidelines stipulated in the Companies
Law regarding Board members tenure.
• Determine whether a Director qualifies to be considered ‘independent’.
• Implement a formal method of assessing the effectiveness of the Board, including participation level of Directors in Board meetings.
Performance criteria are objective and include comparison with other similar banks and financial institutions. In addition, they
include criteria that assess the integrity and soundness of the Bank’s financial statements and compliance with requirements set
forth by regulatory bodies.
• Have the responsibility to provide background briefing material for Directors covering key issues, as well as ensuring that they are
kept up to date on relevant banking topics.
• Recommend to the Board the remuneration (including monthly salary and other benefits) of the General Manager. The Nominations
and Remuneration Committee also reviews the remuneration of other executive management.
• Recommend to the Board the appointment of a general manager, provided that he/she meets the qualifications outlined in the
Banks Law.
• Provide recommendation to the Board to approve the succession plan for the Bank’s senior executives which outline the
qualifications and requirements that need to be met by holders of said positions.
• Provide recommendation to the Board for the appointment of executive managers.
• Ensure that the Bank has a remuneration policy, which is sufficient to attract and retain qualified individuals, and is in line with the
Bank’s peers in the market. The Bank’s policy should also account for partially linking salaries to performance and that incentive
programs be in place that aim to strengthen the Bank’s share value in the long run and to further the internal control environment
(i.e. focus should not be only on increasing the earning per share in the short term only.)
• Ensure that the Bank’s remuneration policy is disclosed in the Annual Report, particularly the remuneration of individual Directors
and the highest-paid non-Director executives.
• Ensure that the Board is provided with reports that contain all information necessary to carry out its duties.
J ordan K uwait B ank 9
a) Internal Auditing
Effective internal monitoring and control systems should be supported by an effective, independent Internal Auditing Department that
assesses the effectiveness of said systems independently.
10 J K B C orporate G overnance M anual
The Internal Auditing Unit assesses the effectiveness and efficiency of operations as well as compliance level with the laws, rules
and regulations. In addition, it assesses the effectiveness of risk management systems and capital adequacy, relative to its risks and
according to the Bank’s financial statements. To achieve this role, the following needs to take place:
• Ensure the complete independence of the internal auditor through the submission of audit reports, recommendations and results
directly to the Board Audit and Risk Committee.
• Ensure that the Board Audit and Risk Committee is responsible for setting the salaries and benefits of the Internal Audit Unit staff and
appraising their performance.
• Make sure that Internal Auditing and the Board Audit and Risk Committee review the observations contained in the Central Bank and
external auditor’s reports and follow-up actions taken thereon.
b) External Auditing
External auditing represents another level of monitoring over the credibility of financial statements and assessment of internal monitoring
and control systems:
• The Banks Law outlined the tasks required of the external auditor. The external auditor of the Bank is selected from a list prepared
annually by the CBJ.
• Ensure complete cooperation and coordination between the internal and external auditors.
7. Take into account that the corporate governance process is characterized with disclosure and transparency.
8. The Board and the executive management should have an understanding of the structure of the Bank’s operations, including the
activities performed by the Bank in areas, or within legislative structures, that hinder transparency. In this regard, the Corporate
Governance Committee ensures the following:
• That the executive management follows clear policies and proper procedures for operating within these areas / legislations;
• That periodic assessment is conducted to ascertain the need for the Bank to operate in these areas and which impede transparency;
• That the Board Audit and Risk Committee monitors internal controls over the activities performed in these areas and submits
necessary reports, annually or in case of material underperformance, to the Board;
• That strategies and work policies and procedures that govern complex financial products and tools offered by the Bank, and that
assessment policy for the use or sale of these products are in place;
• That policies are in place to identify, measure and manage material risks, including legal risks and reputation risks, that may arise
as a result of any of the Bank’s activities in these areas;
• That compliance assessment reports pertaining to compliance with laws, regulations and internal policies are periodically reviewed;
• That all above activities are subject to internal audits and within the scope of work of external audits;
• That necessary information reaches the management, including information related to the risks of these activities. Necessary
reports are submitted to the Bank’s Board and regulatory authorities and disclosure requirements are met in accordance with the
laws and regulations that govern the Bank work.
Board Credit & Investment Committee
The tasks and responsibilities of the Committee are mainly to look into the recommendations and requests put forward by the
Management Credit Committee pertaining to requests falling beyond the scope of its authority.
• The Committee is comprised of the Chairman or his Deputy, and the membership of two Directors.
• The committee meets on weekly basis.
• The Committee regularly conducts a revision of the credit and Investment policies and updates them in accordance with relevant laws
and regulations.
V. Executive Committees
To ensure that corporate governance principles are applied, JKB has several specialized executive committees that were formed for
specific purposes in order to increase the Bank’s overall effectiveness. These committees include the following:
• Executive Committee
• Assets and Liabilities Committee
• Investment Committee
• Credit Classification Committee
• Corporate Credit Committee
• Retail Credit Committee
• Information Systems Steering Committee
The membership of these committees is comprised of the General Manager as the committee head and some or all deputies and
assistants to the General Manager and executive managers as members.
In addition to the above-mentioned committees, the following committees were formed: Procurement Committee and a committee for
managing the handover of new and renewed branches to the Bank.
The following summary highlights the key tasks and responsibilities of the executive committees:
Executive Committee
The key functions and responsibilities of the Executive Committee include following-up on the Bank’s various achievements and work
progress as well as conducting periodic review. In addition, identify means to improve the various aspects of the Bank’s activity to achieve
set objectives and respond timely and effectively to new developments. The Committee is headed by the General Manager and includes
the Deputy General Manager / Banking Group, Head of Support Services Group, Head of Risk Management & Compliance Group,
assistants and executive managers. The Committee meets monthly or on need basis.
The committee is headed by the General Manager with the Deputy General Manager/Banking Group as his deputy and the membership
of the following:
• Head of Support Services Group
• Head of Risk Management & Compliance Group
• Assistant General Manager / Retail & Consumer Products
• Assistant General Manager / Credit
• The Executive Manager / Legal Department participates as the committee’s legal advisor.The Head of Credit Administration and
Control acts the committee’s secretary.
The committee meets at least twice a week.
Branches Department
The key functions and responsibilities of the Branches Department Include:
- Review and amend work procedures to facilitate and speed up serving the Bank’s clients while maintaining the high level of services
offered, focusing on quality, accuracy and speed in offering these services and excellent customer service.
- Coordinate between Bank’s branches and various departments of the head office and between the branches.
- Promote and market the Bank’s products and services in line with the goals and plans in place.
Private Banking Department
The key functions and responsibilities of the Private Banking Unit include:
- Study investment proposals offered to the Bank.
- Management of clients’ investment portfolios in global markets.
- Establish relationships with investment banks and fund managers worldwide.
- Market the Bank’s, as well as sister companies’, services and products to major clients.
Consumer Loans Department
Examine personal credit facility requests submitted to the Personal Loans Department by branches and offices that have some exceptions
that fall outside of their authorities.
Sales Department
Carry out periodic field visits to current as well as prospective clients of specific products, the aim of which is to learn about the current
and future needs of these clients and what their expectations of the Bank are, as well as to know what their opinion is regarding the level
of services being offered and to obtain constructive criticism from them.
Objectives
The department works on achieving the following goals:
• Provide reasonable assurance regarding the level of effectiveness and efficiency of internal control systems at the Bank and their
ability to achieve the following:
1. Integrity and reliability of financial and operational data.
2. Efficiency of operations.
3. Compatibility with the regulations, instructions and laws in force.
4. Maintaining the Bank’s assets and property.
5. Continuity of work under all circumstances.
- Provide reasonable assurance regarding the level of effectiveness and efficiency of the Bank’s risk management systems and
corporate governance processes.
- Improve and develop internal control systems, risk management and corporate governance processes.
- Add value to the Bank through offering consulting services required by the Bank’s management.
- Improve and develop processes and products in such a way that serves the Bank’s goals.
Authorities
In order to achieve all the goals entrusted to the Internal Audit Department, the department is granted the following authorities:
- Perform audit and review operations for all of the Bank’s work centers and subsidiary companies.
- Refer to and view all the records, systems, data and reports of the Bank and subsidiary companies.
- Direct communication with all employees of the Bank and subsidiary companies.
- Define the nature, scope and timing of audit and review processes.
All work center managers at the Bank or subsidiary companies must inform the Internal Audit Department of any problems or significant
incidents the instant they occur and without delay.
Mission
- In order for the department to be able to achieve its goals, it carries out the following:-
1. Assess the sufficiency and effectiveness of internal control systems at the Bank and subsidiary companies.
2. Assess the sufficiency and effectiveness of risk management and corporate governance processes at the Bank and subsidiary
companies.
3. Assess the accuracy and correctness of data and reports through periodic visits of branches, departments and subsidiary companies
in addition to the daily reports issued by the Internal Audit Department.
4. Assess the capital adequacy of the Bank and subsidiary companies in facing the all possible types of risk.
5. Assess the level of commitment and adherence to instructions, laws and policies in effect and which govern the work of the Bank.
6. Assess the phases of developing and maintaining the Bank’s systems.
7. Conduct all special investigations needed regarding important and material problems and violations.
8. Assess the sufficiency and effectiveness of procedures for maintaining the assets and property of the Bank and its subsidiary
companies.
9. Assess the level of achieving the set goals for the various processes and work centers at the Bank.
10. Assess the ability of the Bank and subsidiary companies to continue work under all circumstances.
11. Follow up on reports and recommendations issued by the department and external auditors/Central Bank of Jordan inspectors to
ensure that corrective actions were taken and asses the sufficiency of taken measures.
12. Assess the proposed work procedures and policies in such a manner that guarantees the progress of work and meets all requirements.
13. Assist that Bank’s management in combating fraud by means of reviewing and assessing the level of efficiency and effectiveness
of control procedures to limit such operations. (Whereas the main responsibility of preventing and discovering these cases remains
with the Bank’s management).
- The Internal Audit Department is also responsible for assisting the Executive Management and the Board of Directors through
providing the needed consulting according to standards and best practices.
Accountability
- Prepare and implement an annual Risk-based Audit plan and methodology approved by the Chairman and the Board Audit and Risk
Committee.
- Send detailed reports on the results of all audit visits and investigations. The reports shall contain the audit’s scope, key remarks,
recommendations and the required follow up procedures.
- Increase the efficiency and effectiveness of internal audit processes through the use of automated audit means and tools; and by
following the relevant standards and best practices.
- Professional development of the internal audit employees by enrolling them in relevant training courses to ensure they are up-to-date
with the latest developments in the internal audit profession.
- Take necessary procedures to ensure that all of the department’s work is carried out according to the internal audit professional
standards and best practices, in addition to the requirements of regulators that govern the Bank’s work.
Periodic Assessment
The Internal Audit mandate is subject to annual review by the department in order to assess its capabilities to carry out all the tasks
and responsibilities assigned to it and achieve the desired goals. Any needed modifications are presented to the Board Audit and Risk
Committee for approval.
Communication
Based on internal audit standards and the publications issued by BASEL Committee, this mandate must be communicated to all work
centers at the Bank and its subsidiaries so that they are informed of it in order to facilitate the task of the Bank’s Internal Audit
Department.
- Provide the Board and Senior Executive Management with information regarding the Bank’s risk measurements and risk profile
(qualitative and quantitative statistics to be presented at each Board meeting).
- Highlight risks transparently and ensure they are clear and understood internally and disclosed to the public.
- The Bank’s committees, such as the Executive Committee, Credit Committees and the Assets and Liabilities/Treasury Management
Committee assist the Risk Management Department in conducting its tasks within the specified authorities of these committees.
- The Bank shall include in the annual report enough information regarding the Risk Management Department, especially its structure,
processes and the developments it underwent.
- The department spreads risk awareness among the Bank’s employees regarding modern ways and methods of Risk Management in
such a way that achieves the concept of comprehensive risk management.
- The department follows up on the instructions and recommendations released by the various regulators, including BASEL committee,
and translates them into work plans, policies and procedures.
Code of Conduct
The Bank adopted a Code of Conduct which was approved by the Board of Directors. All the Bank’s employees across the various
managerial levels as well Board members have pledged to commit to it.
The code defined the ethics, values and principles of Bank employees in four main areas which are:-
1. Integrity
2. Compliance
3. Transparency
4. Loyalty
Integrity: the code included that Bank employees are committed to the following:-
J ordan K uwait B ank 19
Laws and regulations: All employees must commit to financial confidentiality, the Bank’s policies and its work guidelines, give the needed
care in combating money laundering, not to issue dishonored checks and commit to management’s decisions.
Transparency: the Bank’s employees are committed to the correctness of the declared numbers, data and reports as well as the accuracy,
sufficiency, timing and compliance of this data with standards; in addition to declaring personal interests, employee financial standing
and his business activities and declaring violations and damages.
Loyalty to the Bank: loyalty is achieved through realizing the Bank’s mission, vision, goals, role and by transforming the Bank’s slogan
into a tangible reality, winning clients’ satisfaction and retaining them; in addition to positivism, excellence, taking responsibility, quality,
efficiency, accuracy, continuing training, maintaining working hours, adapting to work stress in a team spirit, attention to appearance,
conduct and good attitude, caring for the Bank’s reputation and achievements, maintaining the Bank’s assets and appearance, not
disclosing any work secrets and taking permission from management before making any declaration regarding the Bank to the media.
13. Hold periodic meetings between the Bank’s Executive Management and investors and shareholders.
14. The Bank provides the information available in its annual or periodic reports on the Bank’s website in both the Arabic and English
languages, where information is updated constantly.
15. The reports that the Bank presents must contain disclosure from the Executive Management about the results of current and future
operations, the financial standing of the Bank and any future results of risk that might affect the general financial standing of the
Bank.
16. To deepen the principle of transparency and disclosure, the Bank’s annual report must specifically contain the following:-
- The Banks’ Corporate Governance Guidelines and the extent it is committed to.
- Full information about the members of the Board of Directors including qualifications, experiences, share of the capital, their status
as Executives, Non-Executives or Independent, memberships in any other Boards of Directors, the bonuses and salaries they have
received, any loans granted to them by the Bank and any operations between the Bank and the member’s companies, himself or any
parties related to him.
- A brief of the responsibilities and tasks of Board committees.
- Frequency of Board and Board Committees meetings held.
- A brief of the Bank’s Remuneration Policy as well as the salaries and allowances of Senior Executive Management.
- The statement of the Board of Directors regarding the sufficiency of internal control systems.
- A description of the structure and activities of the Risk Management & Compliance Group.
- The main shareholders of the Bank and of companies that hold substantial portion of the Bank’s capital.
Ejara Leasing Company United Financial Investments Company
AGENT