Stewardship
Investor Relations
Dear All,
We are much delighted to present this "Investor Relations" supplement which we have dedicated to you as part of our Annual Report in appreciation of your continued support to the success of the Bank.
This supplement is meant to communicate the extent to which the Bank complies with the regulatory and voluntary disclosures by the Bank during the concluded financial year. This Report is built up on the foundation of communicating with transparency and integrity with the investment community which includes the shareholders, potential investors, analysts and journalists.
We believe that timely and frequent communication will ensure a greater understanding of the Company's business, its governance, financial performance and prospects.
The Bank uses the model depicted below for its engagement with investors and related stakeholders.
The shower of awards and accolades on your Bank continued in this year too.
- The only Sri Lankan bank amongst the Top 1000 Banks in the world for the third time and for the second successive year on the basis of capital adequacy and soundness
- Only Sri Lankan bank to retain the prestigious awards during this year for the Best Bank in Sri Lanka
- Awards by Global Finance Magazine (USA) - Best Bank in Sri Lanka
- Award for Excellence by Euromoney Magazine (UK) - Best Bank in Sri Lanka
- Award for Excellence by Trade Finance Magazine (UK) - Best Local Trade Bank and
- Awards by Finance Asia - Best Bank in Sri Lanka
- Most productive Network in South Asia in 2011 by 'MoneyGram'
- Highest market capitalization among the banking institutions in Sri Lanka and the fifth largest among all listed companies in the Colombo Stock Exchange (CSE) as at end 2012
- Highest dividend payout ratio among local private sector banks in the past several years
- First indigenous private sector bank to reach the Rs. 10 Bn. mark in post-tax profits
- The largest asset base among local private sector banks
- Operating the single largest ATM network in Sri Lanka with a total of 555 ATMs by end 2012
There is a regular dialogue with institutional investors through such means as, the participation in investor forums, the publication of general press releases after the year end and interim results, etc. The Board is advised of any specific comments from institutional investors to enable them to develop an understanding of the views of major shareholders. All shareholders have the opportunity to raise questions/ obtain clarifications at the Bank's Annual General Meeting.
The full report and accounts and the interim reports are available on the Bank's website (http://www.combank.lk/newweb/investor-relations). Alternatively, shareholders are able to elect to receive a mailed copy of the Annual Report on request. The Company Secretary of the Bank responds to individual letters received from shareholders.
Our Stock
Commercial Bank's stock is traded on the CSE under the ticker symbol "COMB". The Bank's shares are listed on the Main Board of the CSE. The daily share prices are found in newspapers including the Daily FT, Daily News, The Island and Daily Mirror.
Major Achievements in 2012
Commercial Bank the only Sri Lankan Bank in World's Top 1000 for Two Years Running
The Commercial Bank of Ceylon PLC moved up 23 places in the 2012 ranking of the Top 1,000 Banks of the World, and became the only Sri Lankan bank to make the ranking two years in succession.
Published annually by the UK-based 'The Banker' magazine, this prestigious ranking has Commercial Bank in 963rd place this year, a significant ascent from 986th on Tier 1 capital in 2011 having first entered into this prestigious category in 2008.
Making into this prestigious list two years consecutively is an achievement in itself, but moving up 23 places speaks volumes for the strength of the Bank. This is clearly a noteworthy independent endorsement of the Bank's stability and robust performance at a time it is positioned to increase its role in supporting economic development in the country as its leading private bank.
Commercial Bank adjudged Best Bank in Sri Lanka for record 14th consecutive year
The Commercial Bank of Ceylon PLC has once again been adjudged Sri Lanka's Best Bank by Global Finance Magazine, giving the Bank the distinct honor of winning this prestigious award for 14 years consecutively.
The US-based magazine named its 'Best Emerging Market Banks in Asia' rankings in an exclusive survey published in the May 2012 issue.
Ranked alongside Commercial Bank are Asian banking giants of the caliber of China Construction Bank (CCB) in China, ICICI Bank in India, Korea Exchange Bank in South Korea, Chinatrust Commercial Bank in Taiwan and UniCredit Bank of Russia in the Central/Eastern Europe region; Standard Bank of South Africa in the Africa region and National Bank of Kuwait and Emirates, NBD Bank of the UAE in the Middle East region.
Criteria for choosing the winners includes growth in assets, profitability, strategic relationships, customer service, competitive pricing, and innovative products. Subjective criteria include the opinions of equity analysts, credit rating analysts, banking consultants and others involved in the industry. The mix of these factors selects leading banks that may not be the largest, the oldest or the most diversified in a given region, but rather the best— the banks with which companies around the world would most likely want to do business.
Commercial Bank wins Euromoney's Best Bank Award
Euromoney, a leading international financial magazine, adjudged Commercial Bank of Ceylon PLC the Best Bank in Sri Lanka, the country's largest private bank.
Founded by Sir Patrick Sergeant in 1969, Euromoney is read by 140,000 of the world's top financial decision-makers in more than 100 countries, making it the prime magazine of the financial world, its institutions and its users.
The evaluation by Euromoney covers banks in all major countries in Asia, Middle East, Europe, Africa, North and Latin America, the Caribbean as well as the Nordic and Baltic regions. Euromoney honours institutions that demonstrate leadership, innovation and momentum in the markets in which they excel and presents a number of awards to the Asian region's banks and securities houses.
The selection criteria for these awards involves an in-depth analysis by Euromoney editors based on qualitative and quantitative criteria such as market position, volume of business transacted, new product development, management system, credit ratings, efficiency ratios and annual key performance indicators.
Commercial Bank named 'Best Sri Lankan Trade Bank in 2012' by Trade Finance
The Commercial Bank's status as a leading service provider to the business community was once again reiterated by the United Kingdom's authoritative 'Trade Finance' magazine, which has adjudged the Bank the 'Best Sri Lankan Trade Bank' for 2012. This is the third occasion that Commercial Bank has been honored with the Trade Finance Award since the introduction of an award for this category in 2009.
Published by Euromoney PLC, London, Trade Finance magazine has been reviewing the global trade market since 1983. The magazine is a channel for the latest news and analysis covering trade services and supply chain, factoring, structured commodity finance and export as well as agency finance.
Commercial Bank Awarded Gold at National HRM Awards 2012
Commercial Bank of Ceylon PLC was one of the ten leading corporate entities to be awarded Gold at the 2012 National HRM Awards presented by the Association of Human Resource Professionals in partnership with Aon Hewitt, a global HR consultancy firm.
This is the third consecutive instance in which the Bank won a Gold Award under the new criteria set for the awards since 2007. The HRM Awards assess, recognize and felicitate the best Human Resource Management systems and processes among corporate entities of the country. The involvement of a firm of the caliber of Aon Hewitt and a distinguished panel of judges provides the evaluation process more independence, transparency and acceptance.
A summary of "Awards and Accolades" won by the Bank in the recent past is given on 'Awards and Accolades' section.
Compliance Report on the contents of Annual Report in terms of the Listing Rules of the CSE
We are once again pleased to inform you that your Bank has complied with all the requirements of the Section 7.6 of the Listing Rules of the CSE on the contents of the Annual Report and Accounts of a Listed Entity. The table below provides reference to the relevant Sections of this Annual Report where specified information is found together with page references for the convenience of the readers.
| Rule No. | Disclosure Requirement | Section/Reference | Page/s |
| 7.6 (i) | Names of persons who held the position of Directors during the financial year |
|
218 |
| 7.6 (ii) | Principal activities of the Bank and its Subsidiaries during the year and any changes therein |
|
316
218 459 |
| 7.6 (iii) | The names and the number of shares held by the 20 largest holders of voting and non-voting shares and the percentage of such shares held |
|
280 |
| 7.6 (iv) | The public holding percentage |
|
280 |
| 7.6 (v) | Directors' and Chief Executive Officer's holding in shares at the beginning and at the end of the financial year |
|
282 218 |
| 7.6 (vi) | Information pertaining to material foreseeable risk factors |
|
285 |
| 7.6 (vii) | Details of material issues pertaining to employees and industrial relations |
|
285 |
| 7.6 (viii) | Extents, locations, valuations and the number of buildings of the land holdings and investment properties |
|
384 |
| 7.6 (ix) | Number of shares representing the stated capital |
|
395 283 |
| 7.6 (x) | A distribution schedule of the number of holders in each class of equity securities, and the percentage of their total holdings |
|
279 |
| 7.6 (xi) | Ratios and market price information: | ||
|
|
276 & 277 | |
|
|
285 | |
|
|
277 | |
| 7.6 (xii) | Significant changes in the Bank or its Subsidiaries fixed assets and the market value of land, if the value differs substantially from the book value |
|
380 |
| 7.6 (xiii) | Details of funds raised through Public Issues, Rights Issues, and Private Placements during the year |
|
395 |
| 7.6 (xiv) | Information in respect of Employee Share Option Schemes | ||
|
|
396 and 397 |
|
|
|
277 | |
| 7.6 (xv) | Disclosures pertaining to Corporate Governance practices in terms of Rules 7.10.3, 7.10.5 (c) and 7.10.6 (c). of Section 7 of the Listing Rules |
|
|
| 7.6 (xvi) | Disclosures on Related Party Transactions exceeding 10% of the Equity or 5% of the total assets of the Entity as per Audited Financial Statements, whichever is lower |
|
1. Quarterly Performance - 2012 Compared to 2011 (Based on SLAS)
Summary of the Income Statements
| 2012 | 2011 | |||||||||
| 1st Quarter 31 Mar. | 2nd Quarter 30 Jun. | 3rd Quarter 30 Sep. | 4th Quarter 31 Dec. | Total | 1st Quarter 31 Mar. | 2nd Quarter 30 Jun. | 3rd Quarter 30 Sep. | 4th Quarter 31 Dec. | Total | |
| Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | |
| Group | ||||||||||
| Net Interest Income | 5,062.5 | 5,392.6 | 5,553.8 | 5,910.3 | 21,919.2 | 4,321.8 | 4,498.3 | 4,578.3 | 4,573.3 | 17,971.7 |
| Non-Interest Income | 3,626.1 | 2,978.1 | 1,850.7 | 2,968.2 | 11,423.1 | 1,771.5 | 1,735.1 | 1,883.6 | 2,475.5 | 7,865.7 |
| Less: Operating Expenses | 4,542.0 | 4,803.4 | 4,188.9 | 5,488.1 | 19,022.4 | 3,125.7 | 3,435.0 | 3,482.6 | 4,734.6 | 14,777.9 |
| Profit from Operations | 4,146.6 | 3,567.3 | 3,215.6 | 3,390.4 | 14,319.9 | 2,967.6 | 2,798.4 | 2,979.3 | 2,314.2 | 11,059.5 |
| Add: Share of Profit of Associate Companies | 9.0 |
2.2 |
1.6 |
(0.3) |
12.5 |
5.7 |
2.6 |
1.1 |
(0.3) |
9.1 |
| Profit before Taxation | 4,155.6 | 3,569.5 | 3,217.2 | 3,390.1 | 14,332.4 | 2,973.3 | 2,801.0 | 2,980.4 | 2,313.9 | 11,068.6 |
| Less: Income Tax Expense | 1,305.7 | 1,099.0 | 913.5 | 955.7 | 4,273.9 | 908.0 | 824.2 | 915.1 | 326.2 | 2,973.5 |
| Profit after Taxation | 2,849.9 | 2,470.5 | 2,303.7 | 2,434.4 | 10,058.5 | 2,065.3 | 1,976.8 | 2,065.3 | 1,987.7 | 8,095.1 |
| Quarterly Profit as a % of the Profit after Tax | 28.3 | 24.6 | 22.9 | 24.2 | 100.0 | 25.5 | 24.4 | 25.5 | 24.6 | 100.0 |
| Cumulate Quarterly Profit as a % of the Profit after Tax | 28.3 | 52.9 | 75.8 | 100.0 | 25.5 | 49.9 | 75.4 | 100.0 | ||
| Bank | ||||||||||
| Net Interest Income | 5,065.5 | 5,394.3 | 5,553.2 | 5,906.8 | 21,919.8 | 4,329.9 | 4,505.6 | 4,584.0 | 4,576.7 | 17,996.2 |
| Non-Interest Income | 3,613.0 | 2,971.1 | 1,853.0 | 2,979.0 | 11,416.1 | 1,763.6 | 1,725.3 | 1,873.0 | 2,482.3 | 7,844.2 |
| Less: Operating Expenses | 4,533.5 | 4,802.2 | 4,176.1 | 5,512.5 | 19,024.3 | 3,133.7 | 3,441.1 | 3,489.7 | 4,788.5 | 14,853.0 |
| Profit before Taxation | 4,145.0 | 3,563.2 | 3,230.1 | 3,373.3 | 14,311.6 | 2,959.8 | 2,789.8 | 2,967.3 | 2,270.5 | 10,987.4 |
| Less: Income Tax Expense | 1,301.7 | 1,085.3 | 905.2 | 947.7 | 4,239.9 | 899.3 | 816.2 | 904.6 | 319.5 | 2,939.6 |
| Profit after Taxation | 2,843.3 | 2,477.9 | 2,324.9 | 2,425.6 | 10,071.7 | 2,060.5 | 1,973.6 | 2,062.7 | 1,951.0 | 8,047.8 |
| Quarterly Profit as a % of the Profit after Tax | 28.2 | 24.6 | 23.1 | 24.1 | 100.0 | 25.6 | 24.5 | 25.6 | 24.2 | 100.0 |
| Cumulate Quarterly Profit as a % of the Profit after Tax | 28.2 | 52.8 | 75.9 | 100.0 | 25.6 | 50.1 | 75.8 | 100.0 | ||
Summary of the Balance Sheets
| 2012 | 2011 | |||||||
| As at 31-Mar. | As at 30-Jun. | As at 30-Sep. | As at 31-Dec. | As at 31-Mar. | As at 30-Jun. | As at 30-Sep. | As at 31-Dec. | |
| Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | Rs. Mn. | |
| Group | ||||||||
| Net Loans and Advances | 296,252.0 | 306,200.0 | 315,577.3 | 325,291.4 | 224,455.1 | 232,685.9 | 256,981.8 | 276,235.2 |
| Investments | 107,196.5 | 111,486.1 | 107,768.1 | 105,257.8 | 123,314.5 | 118,889.5 | 115,099.6 | 105,569.9 |
| Other Assets | 71,767.4 | 72,178.0 | 75,182.5 | 80,440.0 | 46,989.1 | 46,158.6 | 49,341.1 | 59,528.8 |
| 475,215.9 | 489,864.1 | 498,527.9 | 510,989.2 | 394,758.7 | 397,734.0 | 421,422.5 | 441,333.9 | |
| Deposits | 350,929.5 | 360,205.4 | 371,867.2 | 382,684.6 | 274,532.2 | 287,724.7 | 302,401.5 | 318,404.3 |
| Other Liabilities | 77,825.0 | 80,669.4 | 75,450.6 | 75,628.2 | 85,515.7 | 73,438.1 | 75,576.5 | 78,332.3 |
| Shareholders' Funds | 46,461.4 | 48,989.3 | 51,210.1 | 52,676.4 | 34,710.8 | 36,571.2 | 43,444.5 | 44,597.3 |
| 475,215.9 | 489,864.1 | 498,527.9 | 510,989.2 | 394,758.7 | 397,734.0 | 421,422.5 | 441,333.9 | |
| Bank | ||||||||
| Net Loans and Advances | 296,387.1 | 306,287.4 | 315,652.5 | 325,366.6 | 224,664.6 | 232,879.9 | 257,160.2 | 276,394.7 |
| Investments | 107,444.5 | 111,732.1 | 108,012.6 | 105,515.5 | 123,629.5 | 119,202.7 | 115,413.4 | 105,821.8 |
| Other Assets | 71,121.0 | 71,568.8 | 74,634.8 | 79,869.2 | 46,278.4 | 45,472.3 | 48,684.9 | 58,882.8 |
| 474,952.6 | 489,588.3 | 498,299.9 | 510,751.3 | 394,572.5 | 397,554.9 | 421,258.5 | 441,099.3 | |
| Deposits | 351,040.6 | 360,287.3 | 371,903.9 | 382,723.6 | 274,572.1 | 287,826.5 | 302,483.0 | 318,461.4 |
| Other Liabilities | 77,829.5 | 80,602.7 | 75,455.9 | 75,634.5 | 85,534.6 | 73,405.7 | 75,578.7 | 78,411.2 |
| Shareholders' Funds | 46,082.5 | 48,698.3 | 50,940.1 | 52,393.2 | 34,465.8 | 36,322.7 | 43,196.8 | 44,226.7 |
| 474,952.6 | 489,588.3 | 498,299.9 | 510,751.3 | 394,572.5 | 397,554.9 | 421,258.5 | 441,099.3 | |
2. Stock Exchange Listing
The following securities of the Bank are listed on the main board of the CSE:
| Shares | Ordinary Voting Shares | |
| Ordinary Non-Voting Shares | ||
| Debentures | Fixed Rate | • December 2006/13 |
| • December 2006/16 | ||
| Floating Rate | • December 2006/13 | |
| • December 2006/16 |
The unaudited Interim Financial Statements for the first three quarters of 2012 were submitted to the CSE within 45 days from the respective quarter ends as required by the Rule No. 7.4 (a) (i) of the Listing Rules of the CSE. (The Bank duly complied with this requirement for 2011).
The unaudited Interim Financial Statements for the fourth quarter of 2012 was submitted to the CSE on February 27, 2013, as required by the Rule No. 7.4 (a) (i) of the Listing Rules of the CSE. (The Bank duly complied with this requirement for 2011).
The Audited Income Statement for the year ended December 31, 2012 and the Audited Statement of Financial Position as at December 31, 2012 will be submitted to the CSE within three months from the year end, which is well within the required deadline as required by the Rule No. 7.5 (a) of the Listing Rules of the CSE (The Bank duly complied with this requirement for 2011).
3. Information on Share Trading
| Ordinary Voting Shares | Ordinary Non-Voting Shares | |||
| 2012 | 2011 | 2012 | 2011 | |
| Number of Transactions | 17,214 | 12,857 | 9,137 | 7,211 |
| Number of Shares Traded | 117,120,816 | 64,123,760 | 21,436,592 | 12,911,700 |
| Value of Shares Traded (Rs. Bn.) | 12.08 | 12.48 | 1.78 | 1.50 |
4. Information on Ratios, Market Prices of Shares and Credit Ratings
(As per Rule No. 7.6 (XI) of The Colombo Stock Exchange)
(a) Information on Ratios
| 2012 | 2011 | |||
| Dividend per Share (Rs.) | Cash | First Interim Paid | 1.50 | 1.50 |
| Second Interim Paid | 1.00 | 1.00 | ||
| Final Proposed*/Paid | 2.00 | 1.50 | ||
| Total | 4.50 | 4.00 | ||
| Issue and Allotment of Shares | Final Proposed*/allotted | 2.00 | 2.00 | |
| Total Dividend | 6.50 | 6.00 | ||
| Dividend Payout Raio (%) | Cash | 37.15 | 41.48 | |
| Total | 53.66 | 62.26 | ||
| Net Assets Value per Share (Rs.) | 63.08 | 53.54 |
* The Board of Directors of the Bank has recommended a final dividend of Rs. 4.00 per ordinary share, which consists of a cash dividend of Rs. 2.00 per share and the balance entitlement of Rs. 2.00 per share satisfied in the form of issue and allotment of new shares for both voting and non-voting shareholders of the Bank for the year ended December 31, 2012 for approval by the shareholders at the 44th Annual General Meeting (AGM), to be held on March 28, 2013. (The Bank declared a final dividend of Rs. 3.50 per share for the year ended December 31, 2011 which consists of a cash dividend of Rs. 1.50 per share and balance entitlement of Rs. 2.00 per share satisfied in the form of issue and allotment of new shares).
(b) Market Prices
| Ordinary Shares - Voting | Ordinary Shares - Non-Voting | |||
| 2012 | 2011 | 2012 | 2011 | |
| Highest Price (*) (Rs.) | 119.50 | 284.00 | 99.50 | 200.00 |
| Date of the Highest Price | (17.09.2012) | (25.01.2011) | (17.09.2012) | (15.08.2011) |
| Lowest Price (Rs.) | 96.80 | 97.00 | 73.00 | 69.10 |
| Date of the Lowest Price | (25.07.2012) | (25.11.2011) | (06.07.2012) | (16.12.2011) |
| Year-end Price (Rs.) | 103.00 | 100.00 | 91.10 | 74.50 |
(*) The highest prices indicated above for 2011 are based on share prices before the Rights Issue in September 2011 and share split made in September 2011.
(c) Credit Ratings
- The Bank's credit rating, AA(lka) was reaffirmed by Fitch Ratings Lanka Ltd. in 2012
- The Bank's Bangladesh Operation's credit rating was reaffirmed as AAA by Credit Rating Information Services Ltd. in 2012
5. Share Price Trend over last Ten Years
| Year | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | 2004 | 2003 |
| Ordinary Voting Shares | ||||||||||
| Highest Price (Rs.) | 119.50 | 284.00 | 295.00 | 192.00 | 149.75 | 250.00 | 192.50 | 269.00 | 170.00 | 226.00 |
| Lowest Price (Rs.) | 96.80 | 97.00 | 178.00 | 66.00 | 66.25 | 128.00 | 123.00 | 120.00 | 130.00 | 130.00 |
| Last Traded Price (Rs.) | 103.00 | 100.00 | 259.90 | 189.50 | 67.00 | 147.00 | 190.00 | 135.50 | 159.75 | 144.00 |
| Ordinary Non-Voting Shares | ||||||||||
| Highest Price (Rs.) | 99.50 | 200.00 | 226.00 | 131.25 | 89.50 | 114.50 | 90.00 | 160.00 | 126.00 | 165.00 |
| Lowest Price (Rs.) | 73.00 | 69.10 | 75.00 | 48.25 | 48.00 | 60.00 | 54.00 | 51.00 | 80.00 | 100.00 |
| Last Traded Price (Rs.) | 91.10 | 74.50 | 162.00 | 124.75 | 49.00 | 74.50 | 89.00 | 57.50 | 90.00 | 100.00 |
6. Information on Shareholders' Funds and Market Capitalisation
| As at December 31, | Shareholders' Funds | Com Bank's Market Capitalisation (*) | Total Market
Capitalisation of the CSE |
Com Bank's Market Capitalisation as a % of CSE Market Capitalisation | Com Bank's Market Capitalisation Ranking |
| Rs. Mn. | Rs. Mn. | Rs. Mn. | % | No. | |
| 2012 | 52,577 | 80,341 | 2,167,581 | 3.71 | 5 |
| 2011 | 43,765 | 76,509 | 2,268,854 | 3.37 | 6 |
| 2010 | 33,965 | 91,824 | 2,280,874 | 4.03 | 4 |
| 2009 | 28,499 | 44,309 | 1,092,138 | 4.06 | 5 |
| 2008 | 25,891 | 15,630 | 488,813 | 3.20 | 4 |
| 2007 | 23,937 | 34,234 | 820,652 | 4.17 | 4 |
| 2006 | 15,843 | 25,368 | 834,763 | 3.04 | 5 |
| 2005 | 15,768 | 17,991 | 583,786 | 3.08 | 4 |
| 2004 | 13,911 | 10,389 | 381,913 | 2.72 | 6 |
| 2003 | 11,684 | 9,263 | 262,379 | 3.53 | 4 |
(*) Commercial Bank's Market Capitalisation includes only voting ordinary shares.
7. Shareholder Base
| 2012 | 2011 | |
| Number of Ordinary Voting Shareholders | 9,509 | 9,299 |
| Number of Ordinary Non-voting Shareholders | 4,349 | 4,617 |
| Total | 13,858 | 13,916 |
8. Composition of Shareholders
| As at December 31, 2012 | As at December 31, 2011 | |||||||
| No. of
Shareholders |
% | No of Shares |
% | No. of
Shareholders |
% | No. of Shares |
% | |
| Ordinary Voting Shares | ||||||||
| Resident | 9,203 | 96.78 | 497,768,042 | 63.82 | 9,035 | 97.16 | 490,721,171 | 64.14 |
| Non-Resident | 306 | 3.22 | 282,246,190 | 36.18 | 264 | 2.84 | 274,364,149 | 35.86 |
| Total | 9,509 | 100.00 | 780,014,232 | 100.00 | 9,299 | 100.00 | 765,085,320 | 100.00 |
| Individuals | 8,934 | 93.95 | 130,953,368 | 16.79 | 8,729 | 93.87 | 146,849,692 | 19.19 |
| Institutions | 575 | 6.05 | 649,060,864 | 83.21 | 570 | 6.13 | 618,235,628 | 80.81 |
| Total | 9,509 | 100.00 | 780,014,232 | 100.00 | 9,299 | 100.00 | 765,085,320 | 100.00 |
| Ordinary Non-Voting Shares | ||||||||
| Resident | 4,251 | 97.75 | 41,852,800 | 78.27 | 4,527 | 98.05 | 48,040,440 | 91.74 |
| Non-Resident | 98 | 2.25 | 11,620,948 | 21.73 | 90 | 1.95 | 4,324,406 | 8.26 |
| Total | 4,349 | 100.00 | 53,473,748 | 100.00 | 4,617 | 100.00 | 52,364,846 | 100.00 |
| Individuals | 4,127 | 94.90 | 32,479,975 | 60.74 | 4,358 | 94.39 | 33,568,471 | 64.10 |
| Institutions | 222 | 5.10 | 20,993,773 | 39.26 | 259 | 5.61 | 18,796,375 | 35.90 |
| Total | 4,349 | 100.00 | 53,473,748 | 100.00 | 4,617 | 100.00 | 52,364,846 | 100.00 |
9. Distribution Schedule of the Number of Holders and Percentage of holding in each class of Equity Securities
(As per Rule No. 7.6 (X) of the Listing Rules of the CSE)
| As at December 31, 2012 | As at December 31, 2011 | |||||||||
| No. of
Share- holders |
% | No. of
Shares |
% | No. of
Share- holders |
% | No. of Shares |
% | |||
| Ordinary Voting Shares | ||||||||||
| 1 | - | 1,000 | 4,244 | 44.63 | 1,134,312 | 0.15 | 4,066 | 43.73 | 1,295,905 | 0.17 |
| 1,001 | - | 10,000 | 3,335 | 35.07 | 12,108,082 | 1.55 | 3,326 | 35.77 | 12,633,857 | 1.65 |
| 10,001 | - | 100,000 | 1,619 | 17.03 | 46,674,954 | 5.98 | 1,615 | 17.37 | 45,811,698 | 5.99 |
| 100,001 | - | 1,000,000 | 242 | 2.54 | 65,737,603 | 8.43 | 235 | 2.53 | 63,971,206 | 8.36 |
| Over | 1,000,000 | 69 | 0.73 | 654,359,281 | 83.89 | 57 | 0.60 | 641,372,654 | 83.83 | |
| Total | 9,509 | 100.00 | 780,014,232 | 100.00 | 9,299 | 100.00 | 765,085,320 | 100.00 | ||
| Ordinary Non-Voting Shares | ||||||||||
| 1 | - | 1,000 | 2,268 | 52.15 | 614,606 | 1.15 | 2,408 | 52.16 | 730,781 | 1.40 |
| 1,001 | - | 10,000 | 1,455 | 33.46 | 4,912,907 | 9.19 | 1,558 | 33.74 | 5,327,353 | 10.17 |
| 10,001 | - | 100,000 | 530 | 12.19 | 14,785,750 | 27.65 | 552 | 11.96 | 15,713,890 | 30.01 |
| 100,001 | - | 1,000,000 | 90 | 2.07 | 23,616,204 | 44.16 | 92 | 1.99 | 21,375,776 | 40.82 |
| Over | 1,000,000 | 6 | 0.13 | 9,544,281 | 17.85 | 7 | 0.15 | 9,217,046 | 17.60 | |
| Total | 4,349 | 100.00 | 53,473,748 | 100.00 | 4,617 | 100.00 | 52,364,846 | 100.00 | ||
10. The Names, Number and Percentage of Shares held by Twenty Largest Shareholders
(As per Rule No. 7.6 (III) of the Listing Rules of the CSE)
| As at December 31, | 2012 | 2011* | |||
| Ordinary Voting Shares | No of Shares | % | No of Shares | % | |
| 1. | DFCC Bank A/C 1 | 116,009,375 | 14.87 | 113,985,956 | 14.90 |
| 2. | Employees Provident Fund | 74,641,168 | 9.57 | 71,714,288 | 9.37 |
| 3. | CB NY S/A International Finance Corporation | 47,476,548 | 6.09 | 57,924,400 | 7.57 |
| 4. | Sri Lanka Insurance Corporation Ltd. - Life Fund | 39,557,241 | 5.07 | 38,867,290 | 5.08 |
| 5. | Sri Lanka Insurance Corporation Ltd. - General Fund | 34,013,785 | 4.36 | 33,420,522 | 4.37 |
| 6. | SBI Ven Holdings Pte Ltd. | 28,900,925 | 3.71 | 54,257,040 | 7.09 |
| 7. | HSBC International Nominees Ltd. - SSBT - Janus Overseas Fund | 27,827,360 | 3.57 | 32,497,940 | 4.25 |
| 8. | Mr. Y.S.H.I. Silva | 17,876,644 | 2.29 | 23,935,294 | 3.13 |
| 9. | HSBC International Nominees Ltd. - BPSS - LUX - Aberdeen Global - Asian Smaller Companies Fund | 17,493,281 | 2.24 | 15,788,166 | 2.06 |
| 10. | Distilleries Company of Sri Lanka PLC | 17,063,102 | 2.19 | 16,765,490 | 2.19 |
| 11. | HSBC International Nominees Ltd. - BPSS - LUX - Aberdeen Global - Emerging Markets Smaller Companies Fund | 15,827,650 | 2.03 | 10,141,886 | 1.33 |
| 12. | HSBC International Nominees Ltd. - SSBT - Janus Aspen Series Overseas Portfolio | 12,617,508 | 1.62 | 14,734,068 | 1.93 |
| 13. | HSBC International Nominees Ltd. - SSBT - Aberdeen Institutional Commingled Funds, LLC | 12,560,004 | 1.61 | 11,682,656 | 1.53 |
| 14. | HSBC International Nominees Ltd. - BPSS - LUX - Aberdeen Global Asia Pacific Equity Fund | 10,559,487 | 1.35 | 10,375,310 | 1.36 |
| 15. | Mrs. L.E.M. Yaseen | 10,257,456 | 1.32 | 9,999,600 | 1.31 |
| 16. | Mercantile Investments and Finance PLC | 10,075,806 | 1.29 | 9,900,066 | 1.29 |
| 17. | Goldman Sachs & Co. S/A Artha Master Fund Ltd. | 9,943,837 | 1.27 | – | – |
| 18. | The Bank of New York Mellon SA/NV - CF Ruffer Total Return Fund | 7,938,683 | 1.02 | – | – |
| 19. | HSBC International Nominees Ltd. - SSBT - Morgan Stanley Asset Management SA Acting on behalf of Morgan Stanley Galaxy Fund | 7,729,057 | 0.99 | 5,136,772 | 0.67 |
| 20. | HSBC International Nominees Ltd. - JPMLU - Franklin Templeton Investment Funds | 7,584,878 | 0.97 | – | – |
| Sub Total | 525,953,795 | 67.43 | 531,126,744 | 69.42 | |
| Other Shareholders | 254,060,437 | 32.57 | 233,958,576 | 30.58 | |
| Total | 780,014,232 | 100.00 | 765,085,320 | 100.00 | |
As per Rule No. 7.6 (iv) of the Listing Rules of the CSE, percentage of public holding of voting shares as at December 31, 2012 was 84.99% (84.62% as at December 31, 2011).
* Comparative shareholdings as at December 31, 2011 of the twenty largest shareholders as at December 31, 2012.
| As at December 31, | 2012 | 2011* | |||
| Ordinary Non-Voting Shares | No. of Shares | % | No. of Shares | % | |
| 1. | HSBC International Nominees Ltd. - JPMLU - Franklin Templeton Investment Funds | 3,222,260 | 6.03 | – | – |
| 2. | GF Capital Global Ltd. | 1,413,199 | 2.64 | 1,334,930 | 2.55 |
| 3. | HINL - JPMCB - Butterfield Trust (Bermuda) Ltd. | 1,326,824 | 2.48 | 1,299,310 | 2.48 |
| 4. | HSBC International Nominees Ltd. - SSBT - The Ashmoreemm Umbrella Funds Trust | 1,277,783 | 2.39 | – | – |
| 5. | Citi Bank NY S/A Forward International Dividend Fund | 1,250,000 | 2.34 | – | – |
| 6. | Mr. J.D. Bandaranayake | 1,054,215 | 1.97 | 1,002,976 | 1.92 |
| 7. | Waldock Mackenzie Ltd. / Mr. S.N.P. Palihena and Mrs. A.S. Palihena | 1,000,000 | 1.87 | – | – |
| 8. | MJF Exports Ltd. | 914,765 | 1.71 | 895,796 | 1.71 |
| 9. | Citi Bank NY S/A Forward Select EM Dividend Fund | 900,000 | 1.68 | – | – |
| 10. | MAS Capital (Private) Ltd. | 785,902 | 1.47 | 174,214 | 0.33 |
| 11. | Northern Trust Company S/A Polar Capital Funds PLC | 715,676 | 1.34 | – | – |
| 12. | Mr. M.F. Hashim | 653,749 | 1.22 | 588,692 | 1.12 |
| 13. | Saboor Chatoor (Pvt) Ltd. | 620,000 | 1.16 | 471,000 | 0.90 |
| 14. | Mr. M.A. Yaseen | 612,761 | 1.15 | 600,054 | 1.15 |
| 15. | Mr J.G. De Mel | 561,300 | 1.05 | 558,166 | 1.07 |
| 16. | Mr. M.J.C. Amarasuriya | 538,151 | 1.01 | 497,614 | 0.95 |
| 17. | Deutsche Bank AG - National Equity Fund | 487,456 | 0.91 | 1,095,752 | 2.09 |
| 18. | Asian Alliance Insurance PLC - A/C 2 - Life Fund | 485,365 | 0.91 | – | – |
| 19. | Dr. A.K.A. Jayawardene | 472,032 | 0.88 | 500,972 | 0.96 |
| 20. | Akbar Brothers (Pvt) Ltd. A/C 1 | 448,628 | 0.84 | 418,770 | 0.80 |
| Sub Total | 18,740,066 | 35.05 | 9,438,246 | 18.02 | |
| Other Shareholders | 34,733,682 | 64.95 | 42,926,600 | 81.98 | |
| Total | 53,473,748 | 100.00 | 52,364,846 | 100.00 | |
As per Rule No. 7.6 (iv) of the Listing Rules of the CSE, percentage of public holding of non-voting shares as at December 31, 2012 was 99.96% (99.71% as at December 31, 2011).
* Comparative shareholdings as at December 31, 2011 of the twenty largest shareholders as at December 31, 2012.
11. Directors' Shareholding including the Chief Executive Officer's Shareholding
(As per Rule No. 7.6 (V) of the Listing Rules of the Colombo Stock Exchange)
| Ordinary Voting Shares | Ordinary Non-Voting Shares | |||
| As at December 31, | 2012 | 2011 | 2012 | 2011 |
| Mr. D.S. Weerakkody - Chairman | 26,017 | 21,564 | 11,981 | Nil |
| Mr. K.G.D.D. Dheerasinghe - Deputy Chairman | 20,000 | Nil | Nil | Nil |
| Mr. W.M.R.S. Dias - CEO/MD | 685,123 | 673,174 | Nil | Nil |
| Prof. U.P. Liyanage | Nil | Nil | Nil | Nil |
| Mr. L. Hulugalle | Nil | Nil | Nil | Nil |
| Mr. M. P. Jayawardena | Nil | Nil | Nil | Nil |
| Mr. J. Durairatnam | 309,782 | 344,762 | Nil | Nil |
| Mr. S. Swarnajothy | Nil | Nil | 8,169 | 8,000 |
12. Information on Scrip Issues, Rights Issues and Share Splits
| Year/Month | Details |
| 2012 April | Issue of ordinary shares to satisfy a part of the final dividend for 2011 of Rs. 2.00 per ordinary share |
| 2011 September | Share split of one ordinary share for every one ordinary share held immediately after the right issue |
| 2011 August | Rights issue of one ordinary share for every fourteen ordinary shares held |
| 2011 April | Issue of ordinary shares to satisfy a part of the final dividend for 2010 of Rs. 2.00 per ordinary share |
| 2010 June | Share split of one ordinary share for every two ordinary shares held |
| 2007 June | Scrip issue of one ordinary share for every three ordinary shares held |
| 2007 April | Rights issue of three ordinary shares for every ten ordinary shares held |
| 2005 June | Scrip issue of one ordinary share for every one ordinary share held |
| 2003 October | Rights issue of one ordinary share for every four ordinary shares held |
| 2003 May | Scrip issue of one ordinary share for every three ordinary shares held |
| 2001 May | Scrip issue of one ordinary share for every five ordinary shares held |
| 1998 June | Scrip issue of three ordinary shares for every ten ordinary shares held |
13. Information on Movement in Number of Shares represented by the Stated Capital
(As per Rule No. 7.6 (IX) of the Listing Rules of the Colombo Stock Exchange)
| No. of Shares | |||||||
| December 31, | Details | Basis | No. of Shares Issued/ (Redeemed) | Ordinary Voting Shares | Ordinary Non-Voting Shares | Cumulative Redeemable Preference Shares | |
| 1987 | As at December 31, 1987 | 3,000,000 | – | – | |||
| 1988 | Bonus Issue | Voting | 2 for 3 | 2,000,000 | 5,000,000 | – | – |
| 1990 | Bonus Issue | Voting | 1 for 1 | 5,000,000 | 10,000,000 | – | – |
| 1993 | Rights Issue | Voting | 1 for 4 | 2,500,000 | 12,500,000 | – | – |
| 1996 | Bonus Issue | Voting | 3 for 5 | 7,500,000 | 20,000,000 | – | – |
| Rights Issue | Voting | 1 for 4 | 5,000,000 | 25,000,000 | – | – | |
| Share Swap | Non-Voting | 894,275 | 25,000,000 | 894,275 | – | ||
| Bonus Issue | Non-Voting | 3 for 5 | 536,565 | 25,000,000 | 1,430,840 | – | |
| Rights Issue | Non-Voting | 1 for 4 | 357,710 | 25,000,000 | 1,788,550 | – | |
| 1998 | Bonus Issue | Voting | 3 for 10 | 7,500,000 | 32,500,000 | 1,788,550 | – |
| Bonus Issue | Non-Voting | 3 for 10 | 536,565 | 32,500,000 | 2,325,115 | – | |
| 2001 | Bonus Issue | Voting | 1 for 5 | 6,500,000 | 39,000,000 | 2,325,115 | – |
| Bonus Issue | Non-Voting | 1 for 5 | 465,023 | 39,000,000 | 2,790,138 | – | |
| Issue of Cumulative Redeemable Preference Shares | 90,655,500 | 39,000,000 | 2,790,138 | 90,655,500 | |||
| 2003 | Bonus Issue | Voting | 1 for 3 | 13,000,000 | 52,000,000 | 2,790,138 | 90,655,500 |
| Rights Issue | Voting | 1 for 4 | 13,000,000 | 65,000,000 | 2,790,138 | 90,655,500 | |
| Bonus Issue | Non-Voting | 1 for 3 | 930,046 | 65,000,000 | 3,720,184 | 90,655,500 | |
| Rights Issue | Non-Voting | 1 for 4 | 930,046 | 65,000,000 | 4,650,230 | 90,655,500 | |
| Issue of Cumulative Redeemable Preference Shares | 100,000,000 | 65,000,000 | 4,650,230 | 190,655,500 | |||
| 2004 | ESOP | Voting | 29,769 | 65,029,769 | 4,650,230 | 190,655,500 | |
| 2005 | ESOP | Voting | 1,361,591 | 66,391,360 | 4,650,230 | 190,655,500 | |
| Bonus Issue | Voting | 1 for 1 | 66,389,162 | 132,780,522 | 4,650,230 | 190,655,500 | |
| Bonus Issue | Non-Voting | 1 for 1 | 4,650,230 | 132,780,522 | 9,300,460 | 190,655,500 | |
| 2006 | ESOP | Voting | 737,742 | 133,518,264 | 9,300,460 | 190,655,500 | |
| Redemption of Cumulative Redeemable Preference Shares | (90,655,500) | 133,518,264 | 9,300,460 | 100,000,000 | |||
| 2007 | Rights Issue | Voting | 3 for 10 | 40,288,996 | 173,807,260 | 9,300,460 | 100,000,000 |
| Bonus Issue | Voting | 1 for 3 | 58,204,268 | 232,011,528 | 9,300,460 | 100,000,000 | |
| ESOP | Voting | 919,649 | 232,931,177 | 9,300,460 | 100,000,000 | ||
| Rights Issue | Non-Voting | 3 for 10 | 2,790,138 | 232,931,177 | 12,090,598 | 100,000,000 | |
| Bonus Issue | Non-Voting | 1 for 3 | 4,030,199 | 232,931,177 | 16,120,797 | 100,000,000 | |
| 2008 | Redemption of Cumulative Redeemable Preference Shares | (100,000,000) | 232,931,177 | 16,120,797 | – | ||
| ESOP | Voting | 350,049 | 233,281,226 | 16,120,797 | – | ||
| 2009 | ESOP | Voting | 540,045 | 233,821,271 | 16,120,797 | – | |
| 2010 | Share Split | Voting | 1 for 2 | 117,402,608 | 351,223,879 | 16,120,797 | – |
| Share Split | Non-Voting | 1 for 2 | 8,060,398 | 351,223,879 | 24,181,195 | – | |
| ESOP | Voting | 2,081,508 | 353,305,387 | 24,181,195 | – | ||
| 2011 | Scrip issue for final dividend 2010 | Voting | 2,277,195 | 355,582,582 | 24,181,195 | – | |
| Scrip issue for final dividend 2010 | Non-Voting | 255,734 | 355,582,582 | 24,436,929 | – | ||
| ESOP | Voting | 1,457,645 | 357,040,227 | 24,436,929 | – | ||
| Rights Issue | Voting | 1 for 14 | 25,502,433 | 382,542,660 | 24,436,929 | – | |
| Rights Issue | Non-Voting | 1 for 14 | 1,745,494 | 382,542,660 | 26,182,423 | – | |
| Share Split | Voting | 1 for 1 | 382,542,660 | 765,085,320 | 26,182,423 | – | |
| Share Split | Non-Voting | 1 for 1 | 26,182,423 | 765,085,320 | 52,364,846 | – | |
| 2012 | Scrip issue for final dividend 2011 | Voting | 13,587,144 | 778,672,464 | 52,364,846 | – | |
| Scrip issue for final dividend 2011 | Non-Voting | 1,108,902 | 778,672,464 | 53,473,748 | – | ||
| ESOP | Voting | 1,341,768 | 780,014,232 | 53,473,748 | – | ||
14. Information on Debentures of the Bank
(As per Rule No. 7.6 (XI) of the Listing Rules of the
Colombo Stock Exchange)
(a) Other Ratios
| As at 31 December | 2012 | 2011 |
| Debt Equity Ratio (%) | 18.25 | 2.35 |
| Interest Cover (Times) | 48.61 | 49.07 |
| Liquid Assets Ratio (%) (Minimum 20%) | 25.79 | 26.21 |
(b) Debenture Composition
| Fixed Interest Rate | Floating Interest Rate | |||||||||
| As at 31 December | 2012 | 2011 | 2012 | 2011 | ||||||
| Type of Issue | Private | Public | Public | Private | Public | Public | Public | Public | Public | Public |
| Debenture Type | - N/A - | Type "A" | Type "B" | - N/A - | Type "A" | Type "B" | Type "D" | Type "E" | Type "D" | Type "E" |
| CSE Listing | Not Listed | Listed | Listed | Not Listed | Listed | Listed | Listed | Listed | Listed | Listed |
| Issue Date | May 2006 | Dec 2006 | Dec 2006 | May 2006 | Dec 2006 | Dec 2006 | Dec 2006 | Dec 2006 | Dec 2006 | Dec 2006 |
| Maturity Date | May 2016 | Dec 2016 | Dec 2013 | May 2016 | Dec 2016 | Dec 2013 | Dec 2016 | Dec 2013 | Dec 2016 | Dec 2013 |
| Interest Payable Frequency | Annually | Annually | Annually | Annually | Annually | Annually | Annually | Annually | Annually | Annually |
| Offered Interest Rate | 13.25% p.a. | 14.00% p.a. | 13.75% p.a. | 13.25% p.a. | 14.00% p.a. | 13.75% p.a. | 12 Months
TB Rate (Gross) + 1% p.a. |
12 Months
TB Rate (Gross) + 1% p.a. |
12 Months
TB Rate (Gross) + 1% p.a. |
12 Months
TB Rate (Gross) + 1% p.a. |
| Amount (Rs. Mn.) | 505.000 | 467.260 | 0.250 | 505.000 | 467.260 | 0.250 | 0.400 | 0.300 | 0.400 | 0.300 |
| Market Values | ||||||||||
| - Highest (Rs.) | - N/A - | Not traded during the year | Not traded during the year | - N/A - | Not traded during the year | Not traded during the year | Not traded during the year | Not traded during the year | Not traded during the year | Not traded during the year |
| - Lowest (Rs.) | - N/A - | - N/A - | ||||||||
| - Year-end (Rs.) | - N/A - | - N/A - | ||||||||
| Interest Rates | ||||||||||
| - Coupon Rate (%) | 13.25 | 14.00 | 13.75 | 13.25 | 14.00 | 13.75 | 11.34 | 11.34 | 9.15 | 9.15 |
| - Effective Annual Yield (%) | 13.25 | 14.00 | 13.75 | 13.25 | 14.00 | 13.75 | 11.66 | 11.66 | 9.15 | 9.15 |
| Interest rate of Comparable Government Security | 11.70 | 11.50 | 11.40 | 8.40 | 8.50 | 8.00 | 13.65 | 13.65 | 9.15 | 9.15 |
| Other Ratios as at Date of Last Trade | ||||||||||
| - Interest Yield (%) | - N/A - | Not traded during the year | Not traded during the year | - N/A - | Not traded during the year | Not traded during the year | Not traded during the year | Not traded during the year | Not traded during the year | Not traded during the year |
| - Yield to Maturity (%) | - N/A - | - N/A - | ||||||||
Twelve Months TB Rate (Gross) - Twelve months Treasury Bill rate before 10% withholding tax rate as published by the Central Bank of Sri lanka immediately prior to the commencement of each interest period.
(c) Credit Ratings - Debentures
The credit rating of the Bank's subordinated debentures, AA- (lka) too reaffirmed in 2012 by Fitch Ratings Lanka Ltd.
15. Material Foreseeable Risk Factors
(As per Rule No. 7.6 (VI) of the Listing Rules of the
Colombo Stock Exchange)
Information pertaining to the material foreseeable risk factors, that require disclosures as per the Rule No. 7.6 (vi) of the Listing Rules of the CSE are discussed in the Section on 'Managing Risk at Commercial Bank' on this Stewardship report.
16. Material Issues Pertaining to Employees and Industrial Relations pertaining to the Bank
(As per Rule No. 7.6 (VII) of the Listing Rules of the Colombo Stock Exchange)
There were no material issues pertaining to employees and industrial relations pertaining to the Bank that occurred during the year under review which need to be disclosed.