UOB Annual Report 2013
UOB Annual Report 2013
UOB Annual Report 2013
Gazing (Mountain)
Tan Rui Rong
Contents
2 About United Overseas Bank Limited 30 UOB in the Community 155 UOB Share Price and Turnover
4 Our Awards and Accolades in 2013 33 Corporate Governance 156 Statistics of Shareholdings
6 Financial Highlights 40 Capital Management 158 Five-Year Ordinary Share Capital Summary
8 Five-Year Group Financial Summary 42 Risk Management 159 Our International Network
9 Chairman Emeritus Statement 51 Human Resource 163 Notice of Annual General Meeting
10 Chairmans Statement 54 Pillar 3 Disclosure 168 Appendix to the Notice
11 Deputy Chairman and CEOs Report 60 Management Discussion and Analysis of Annual General Meeting
14 Board of Directors 72 Financial Statements Proxy Form
19 Management Committee 154 Investor Reference Corporate Information
21 2013 in Review
All figures in this Annual Report are in Singapore dollars unless otherwise specified.
Gazing (Mountain)
by Tan Rui Rong
Oil on Canvas
Mr Tan Rui Rongs Gazing is the design inspiration for this years UOB Group
Annual Report. The painting received the Silver Award in the 2013 UOB Painting
of the Year (Singapore) Competition.
Mr Tan was moved by the philosophy of Buddhism Master Qing Yuan Wei Xin
who said (a mountain is a mountain), (a mountain is not
a mountain), (a mountain is still a mountain). The sayings deeper
meaning reflects the changing perspectives people have as they progress through
different stages in their lives.
Referencing Master Qings philosophy, the artist uses the character to represent
the mountain. To the young boy standing at its foot, the immense mountain
represents the promise of the future. With knowledge and resilience he will be
able to scale its heights. It is a journey that will see him gain the wisdom to seize
the many opportunities that will present themselves over time.
The UOB Painting of the Year Competition now in its 32nd year, promotes awareness
and appreciation of the arts and challenges artists to produce works that inspire
audiences across Southeast Asia.
Western
Europe
France 1
United Kingdom 1
United Overseas Bank Limited (UOB) is a leading bank in Asia with a global network
of more than 500 offices in 19 countries and territories in Asia Pacific, Western Europe
and North America. Since its incorporation in 1935, UOB has grown organically and
through a series of strategic acquisitions. In Asia it operates through its branches and
representative offices as well as banking subsidiaries in China, Indonesia, Malaysia,
the Philippines, Singapore and Thailand.
UOB is rated among the worlds top banks: Aa1 by Moodys and AA- by Standard & Poors and Fitch Ratings respectively.
UOB provides a wide range of financial services including personal financial services, private banking, business banking, commercial
and corporate banking, transaction banking, investment banking, corporate finance, capital market activities, treasury services, futures
broking, asset management, venture capital management and insurance.
In Singapore, UOB is a leader in the credit and debit cards business and the private home loans business. It is also a key player in loans
to small and medium enterprises. Its fund management arm, UOB Asset Management, is one of Singapores most awarded fund managers.
529 6
more than 500 branches
and offices in 19 countries
and territories worldwide
branches and offices branches and offices
2
branches and offices
UOB also plays an active role in the community, focusing on the arts, education and children. It has, over more than three decades,
held the longest-running art competition in Singapore, the UOB Painting of the Year.
In recognition of its contribution to the arts, UOB was conferred the National Arts Councils Distinguished Patron of the Arts Award
for the ninth consecutive year in 2013. UOB also encourages its employees across the region to be involved in its regular volunteer
activities. This includes the annual UOB Heartbeat Run which is held in Singapore, Malaysia, Indonesia, Thailand and mainland China.
Alpha Southeast Asia Carre Centre for Customer Satisfaction and Loyalty
Deal and Solution Awards 2013 Contact Centre Service Excellence Index Award 2013
Best Structured Trade and Commodity Trade Solution of the Ranked 3rd for Regular Credit Card Calls
Year in Southeast Asia
Best Cross-Border M&A Deal of the Year in Southeast Asia Centre for Organisational Excellence Research
TCC Assets Limiteds acquisition of Fraser and Neave Limited International Best Practice Competition
Best Practice International Award Runner-up
Asiamoney UOB Mobile Cash
Cash Management Polls
Best Local Cash Management Bank in Singapore as voted by Community Chest
Small and Large-sized Corporates Special Events Platinum Award
Best Overall Domestic Cash Management Services in Singapore
as voted by Small, Medium and Large-sized Corporates FinanceAsia
Best Overall Cross-Border Cash Management Services in Achievement Awards 2013
Singapore as voted by Small, Medium and Large-sized Corporates Best Local Currency Bond
Best Local Currency Cash Management Services in SGD as UOBs S$850 million Basel III-compliant Tier 1 perpetual
voted by Financial Institutions capital securities
Best Foreign Cash Management Bank in Malaysia as voted by
Global Banking & Finance Review
Small, Medium and Large-sized Corporates
Awards 2013
Best Overall Domestic Cash Management Services in Malaysia
Best Commercial Bank Malaysia
as voted by Small, Medium and Large-sized Corporates
Best Overall Domestic Cash Management Services in Malaysia Global Trade Review
as voted by Small and Medium-sized Corporates Asia Leaders in Trade 2013
Best Overall Cross-Border Cash Management Services in Best Trade Finance Bank in Singapore
Malaysia as voted by Small-sized Corporates
IFR Asia
Corporate Governance Poll Regional Awards
Best Overall for Corporate Governance in Singapore Best Domestic Bond
Best for Disclosure and Transparency in Singapore UOBs S$850 million Basel III-compliant Tier 1 perpetual
Best for Responsibilities of Management and the capital securities
Board of Directors in Singapore
Best for Shareholders Rights and Equitable Treatment Infobank Magazine
in Singapore Infobank Awards 2013
Platinum Award for Excellent Performance for
Country Deal of the Year, Singapore 10 Consecutive Years
UOBs S$850 million Basel III-compliant Tier 1 perpetual
capital securities International Finance Magazine
Annual Financial Awards 2013
Fixed Income Poll Best Corporate Bank Indonesia
Overall Best Regional Credit Research and Market Coverage
on G3 Sovereign Bonds Lipper
Taiwan Fund Awards 2013
Regional Deals of the Year Best Fund Over 5 Years Pharmaceuticals and Healthcare
Best Local Currency Bond Sector Equity
UOBs S$850 million Basel III-compliant Tier 1 perpetual United Global Healthcare Fund
capital securities
Marketeers and Markplus Insight
Asian Banking & Finance Indonesia Brand Champion 2013
Retail Banking Awards 2013 Brand Equity Champion of Conventional Banking
Online Banking Initiative of the Year Singapore (Assets < IDR75 Trillion)
Total Income
32.0% 35.9% 35.5% 39.7% 38.7% Total Income The Group recorded strong growth in net
$6,720 million interest income and fee income, backed by
a strong customer franchise and focused
3,008 Net Profit After Tax The Group delivered yet another set of solid
2,803 results with net earnings at $3.01 billion for
2,426
$3,008 million 2013, an increase of 7.3% over 2012. The
2,327
7.3% record full-year performance was driven
1,902 by strong contributions from core income
streams as well as profits from associates.
Others 6.9%
169
182 179 17.0% Customer deposits rose 11.0% to $202 billion,
153 Loans driven by the Groups robust deposits franchise
142 141 ($ billion) Customer Deposits and strong regional network.
122 112 $202 billion
99 The Groups liquidity position remained sound
Deposits
($ billion) 11.0% with loans-to-deposits ratio at 88.5%.
Loans / Deposits
Loans/
Deposits (%)
88.5%
2009 2010 2011 2012 2013 4.5% pt Note: Net loans were net of cumulative impairment.
1 Excluded one-time gain on sale of UOB Life Assurance Limited and United Industrial Corporation Limited.
$ billion
Singapore 119.0 Loans by Geography Gross loans rose 16.8% year-on-year to
$182 billion in 2013 across industries and
$182 billion geographies. Singapores loan base grew
Malaysia 25.2
16.8% 17.7% to $119 billion while the loans from
regional countries increased 16.8% (excluding
Thailand 9.8
currency impact) to $52.7 billion as at
2013 Indonesia 5.4
31 December 2013.
Others 10.2
11.9% 12.9% 12.4% 12.3% Shareholders Equity Shareholders equity increased 5.2% to
11.1%
$26 billion, backed by record earnings for
$26 billion the year. Return on equity was marginally
lower at 12.3% in 2013.
26.4 5.2%
25.1
23.0
21.5
19.0
Shareholders
equity ($ billion) Return on Equity
12.3%
Return on
equity (%)
(0.1% pt)
2009 2010 1
2011 2012 2013
Total Assets / Return on Assets
1.06% 1.24% 1.06% 1.18% 1.12% Total Assets The Groups total assets grew 12.4% to
$284 billion $284 billion in 2013 with increases registering
across Singapore and the regional countries.
284 12.4% Return on assets was lower at 1.12% in 2013.
253
237
214
186
Total assets
($ billion) Return on Assets
1.12%
Return on
assets (%)
(0.06% pt)
2009 2010 1
2011 2012 2013
19.8%
13.2% requirements with CET1 and total capital
adequacy ratios of 13.2% and 16.6% as at
19.0% 19.1%
16.7% 16.6% 31 December 2013 respectively.
Tier 1 CAR
13.2%
Total CAR (%)
15.3% 14.7%
14.0% 13.5% 13.2%
CET1 / Tier 1 (1.5% pt)
CAR (%)
Total CAR
16.6% Note: With effect from January 2013, the Group adopted the
Basel III framework for its CAR computation in accordance
with the revised MAS Notice 637 and CET1 is mandated
2009 2010 2011 2012 2013 (2.5% pt) under MAS Notice 637.
1 Excluded one-time gain on sale of UOB Life Assurance Limited and United Industrial Corporation Limited.
1 Excluded one-time gain on sale of UOB Life Assurance Limited and United Industrial Corporation Limited.
2 Attributable to equity holders of the Bank.
3 With effect from January 2013, the Group adopted the Basel III framework for its capital adequacy ratio computation in accordance with the revised MAS Notice 637
and Common Equity Tier 1 is mandated under MAS Notice 637.
4 Included special dividend of 10 cents in 2010 and 2012 respectively, and 5 cents in 2013.
After a jittery start in 2013, the global economy found stability as We must therefore remain cautious and be vigilant against extreme
economic and global trade activities picked up in the second half risk-taking. Even as we participate in enterprise and innovation, we
of the year. Singapores economy grew 4.1 per cent in 2013, up from must exercise prudence and caution. All our actions must contribute
its low base of 1.9 per cent in the previous year. The International to the Banks sustainability for the long term.
Monetary Fund has estimated that the world economy grew
3.0 per cent in 2013 and projected global growth at around I have every confidence that with the steadfast support of our
3.7 per cent for 2014. However, downside risks remain. Geopolitical valued customers and shareholders, and the dedication and hard
events, asset-price inflation and high debt, both public and private, work of our staff, the Bank will continue to grow. I extend my
are factors that could destabilise the world economy. heartfelt thanks to all.
In my first year as Chairman of the UOB Group, I would like to To strengthen our risk management measures further, the Board
share what a privilege it has been for me to work with a team of and management team have updated the Groups risk appetite
fine, loyal and committed colleagues. It has been most heartening framework which meets new global guidelines. The risk appetite
to see them building upon UOBs strong foundation as a leading statement, which takes into account the interests of all stakeholders,
Singapore bank. The team is motivated not by individual gain but articulates the types and levels of risk that the Group is willing to
by the opportunity to contribute collectively towards the Banks accept while pursuing its business strategy. It serves as an effective
long-term success. framework for setting the risk-return objectives and the boundaries
for the management team as they run the business day to day.
Through their combined efforts, the Group has attained good
results over many years, including the best ever results in 2013 as The risk appetite statement is shared widely to ensure all risk-taking
outlined below. To maintain the Banks sustained performance, it activities across customer segments, product groupings and
is essential we continue to prepare for succession at many levels. geographies are aligned. The objective is not just to control risk
In this regard, we welcome new colleagues who have joined us taking but to promote at all levels robust and objective discussion
with the skills and experience vital to establishing ourselves as a on risks before decisions are made.
truly regional bank.
I would like to express my appreciation to Dr Wee Cho Yaw for his
Financial Performance continued guidance and advice in his role as Chairman Emeritus
In 2013, operating profit rose to $3.82 billion from $3.75 billion, and Adviser. I also thank my fellow Directors for their active
while net profit after tax rose to $3.01 billion from $2.80 billion. In contribution and very helpful perspectives as we discussed and
all, it was a record year and the Board is pleased to recommend a evaluated business and strategic opportunities.
final one-tier tax-exempt dividend of 50 cents per ordinary share
and a special dividend of 5 cents per ordinary share. Together with Professor Cham Tao Soon and Mr Tan Lip-Bu, who joined the
the interim dividend of 20 cents per ordinary share paid in the first Board in 2001 and 2010 respectively, have decided not to seek
half of the year, the 2013 total dividend amounts to 75 cents per re-election this year. On behalf of the Board, I thank them for their
ordinary share. invaluable service.
UOB has fully complied with the new capital requirements that To the CEO and his management team, I would like to commend
came into effect in Singapore in January 2013. During the year, we them for their judicious mix of ambition and prudence in the
also became the first bank in Asia to raise Additional Tier 1 Capital running of the Group. Finally, on behalf of the Board, I would like to
under the Basel III capital framework, raising $1.35 billion with two thank all our colleagues in the Bank for their dedication and effort
new-style loss-absorbing Tier 1 Basel III-compliant securities. throughout the year and to our customers and shareholders for
their continued support of UOB.
Reinforcing Risk Management
Risks ebb and flow incessantly across geographies, sectors and our
activities. It is fundamental in banking that we limit the downside
of risk and uncertainty. The continued good performance of UOB
requires us to remain ever alert and to maintain our values of thrift,
prudence and vigilance. This sits at the heart of the risk management Hsieh Fu Hua
culture that has developed within UOB. Chairman
February 2014
Gazing (Mountain), the painting on the cover of this years annual 14.8 per cent in 2013, continuing the double-digit growth achieved
report, reminds us that potential is always present before us, since 2010.
but to scale new heights, one must possess clear direction, resolve
and resilience. This resonates with UOBs focused approach in Our cost-to-income ratio increased from 42.3 per cent to
building a sustainable business that has the strength to support 43.1 per cent, as we continued to invest in our regional platform
customers through economic cycles and to help seize new and operations.
opportunities when the timing is right.
We have maintained a strong balance sheet, from both asset and
Over the years, we have never lost sight of the fundamentals funding perspectives, which has served us well through economic
of banking and have remained disciplined and measured in cycles. Our asset quality remained sound, with non-performing
our growth strategy. We have painstakingly built a network that loans ratio lower at 1.1 per cent and impairment coverage higher
connects customers with the opportunities Asia offers while at 151 per cent. We continue to stress test regularly our portfolio
remaining sensitive to local market conditions. We have made and remain vigilant on credit assessments.
good progress in the creation of a diversified business spanning
a wide geography with great potential ahead. On funding, we remain predominantly deposit-funded. Our customer
deposits base in Singapore and overseas increased 11.0 per cent
In 2013, we continued to deliver on the promise of our regionalisation to $202 billion in 2013. Our regional branch network continues
strategy and made some important advances in building new to support our funding capabilities, with deposits growth in the
capabilities and in integrating our systems across the region. key regional markets keeping pace with loans growth, resulting
We know more can and will be done in the coming years as we in the loans-to-deposits ratio (LDR) of each regional subsidiary
look forward to progressing as a leading bank in Asia. remaining below 100 per cent.
2013 Financial Performance Total Group LDR stayed at a healthy level of 88.5 per cent, while
In 2013, the Groups net profit crossed the $3 billion-mark for our US-dollar LDR was lower at 80.4 per cent as we cautiously
the first time. The 7.3 per cent year-on-year increase was driven paced our US-dollar loans with US-dollar deposits growth.
by record net interest income and fee income, backed by the
Groups strong customer franchise and focused cross-selling As part of our proactive capital management, we were the first
efforts. Our regional franchise continues to deliver results, with bank in Asia to issue successfully two Additional Tier 1
our key regional markets increasing by 6.5 per cent, outpacing Basel III-compliant securities amounting to $1.35 billion. The strong
the returns achieved in Singapore. order books for both issues attest to investors confidence in
UOBs financial strength and established track record. To diversify
Our net interest income for 2013 reached a new high of $4.12 billion, our sources of funding, we also raised $9.73 billion through our
as loans grew strongly at 16.8 per cent, compensating for the commercial paper programme and A$650 million senior debt
impact from margin pressure. Fee and commission income rose under the Euro-Medium Term Note Programme during the year.
The Group continued to be well-capitalised with Common Equity In 2013, we increased our assets under management (AUM) from
Tier 1 and Total Capital Adequacy Ratios at 13.2 per cent and $66 billion to $75 billion, well on track to achieve our AUM target
16.6 per cent as at 31 December 2013 respectively. of $100 billion by 2015. We have also extended our international
property financing programme to help customers broaden their
Our prudent and disciplined approach was also recognised by investment portfolio as they look beyond their home markets.
the ratings agencies, where we maintained our position as one We have developed new customer segment-based deposits
of the worlds top-rated banks with a rating of Aa1 by Moodys and investment options using our understanding of the financial
and AA- by both Standard & Poors and Fitch Ratings. needs and aspirations of Asian consumers.
Delivering on Our Regional Strategy To enhance the banking experience for our customers, we have
While the two major trends of increasing intra-regional trade established 48 dedicated wealth management centres across
and rising consumer wealth are fuelling our current stage of the region, including a new Privilege Banking Centre in one of
growth, our solid results would not have been possible without the most iconic buildings located on the Bund in Shanghai. We
the determination to execute well against our regional strategy. continued to improve the convenience with which customers
In the process, we remain aware of, and are responsive to, the can conduct their banking with us. This included reducing the
complexities of operating across different markets. time needed to open new accounts, enhancing the features of
our multi-award-winning mobile application and extending the
An example of this is our continued investment in solutions services offered through our internet banking channel for retail
catering to the business communities within Asia. In 2013, we and wholesale customers. For example, we remain the only local
strengthened our transaction banking, commodity financing bank in Singapore where retail customers can manage gold and
and investment banking capabilities to serve our customers silver trading accounts online and through their mobile phone.
growing and diverse business needs. We also established
Foreign Direct Investment Advisory Units in nine countries to offer In 2013, we reached the milestone of integrating our core banking
businesses dedicated services to help them to realise their regional systems in Thailand, Malaysia and Indonesia. It is this common
ambitions across markets. operating platform that is the foundation from which we can
drive scalability, consistency in customer service, improved risk
Just as we work to support the ambitions of businesses across management and faster speed to market wherever we operate.
the region, we continue to invest in our retail banking and wealth
management capabilities to help serve the growing and increasingly In operating regionally, our approach is to establish deep roots
sophisticated needs of individuals. We have harnessed our insight within each market, investing our time and resources to ensure
and experience to offer wealth management and other financial we understand and have the capability to serve the unique needs
solutions appropriate for Asian consumers. Our reputation as a of each market.
dependable banking partner continues to attract customers.
Our commitment to the region and to each of the markets in Looking Ahead
which we operate means we take a far-sighted view to building For Asia, we expect 2014 to be a more moderate growth
our business and are steadfast in support of our customers. This environment. The quantitative easing tapering in the US signals
includes nurturing relationships such that our customers know a recovering global economy which bodes well for this part of
they can count on us, especially in uncertain times. the world. The near-term impact of capital outflows should be
manageable given the stronger balance sheets in Asia. Despite
Investing in Our People ongoing uncertainties in a few countries, we remain positive on
While we continue to invest in our systems, products and Asias underlying economic fundamentals.
processes, it is the interest we have in our people that makes the
most significant difference to our business. In all, we have made steady progress on our regionalisation
strategy in 2013. Our achievements were made possible through
In an industry where regulatory requirements are ever changing the guidance of the Board and the tireless efforts of our teams
and where innovation and technology require investment in new across the region. We have built a solid foundation for sustained
skill sets, UOB has established many industry-leading training and sustainable growth, based on the deep relationships we
programmes to equip our people with the skills they need to have nurtured with our customers across the region. I would like
provide excellent service to our customers. But it is the shared to thank our customers and shareholders for their continued
values and mindset of the UOB team which ensure that the spirit support of UOB.
of a handshake remains core to how we conduct our business.
This fundamental principle is how we built our business. It is also
the reason that in 2013, the Group won 74 accolades across
multiple disciplines, categories and markets, including the Bank
of the Year, Singapore from the international publication Wee Ee Cheong
The Banker, and for the fourth consecutive year the highest Deputy Chairman and Chief Executive Officer
number of individual awards at The Association of Banks in February 2014
Singapore Excellent Service Awards.
Dr Wee, 85, was first appointed to the Board in May 1958 and Mr Hsieh, 63, was appointed to the Board on 16 January 2012 and
last re-appointed as Director on 25 April 2013. A banker with last re-elected as Director on 26 April 2012. He was appointed as
more than 50 years experience, Dr Wee was conferred the title of Chairman of UOB and its subsidiary Far Eastern Bank Limited on
Chairman Emeritus in 2013 after stepping down as Chairman, a 25 April 2013. An independent and non-executive director, he is a
position he was appointed to in 1974. Between 1974 and 2007, member of the Executive, Nominating, Remuneration and Board
he was concurrently the Chief Executive Officer of UOB.
Risk Management Committees.
A non-independent and non-executive director, Dr Wee is the
chairman of the UOB Executive, Remuneration and Board
Risk Management Committees and a member of the Currently an adviser to PrimePartners Group which he co-founded,
Nominating Committee. Mr Hsieh is also a director of GIC and Tiger Airways Holdings.
He had previously served as Chief Executive Officer and
Dr Wee is Chairman Emeritus and Adviser of UOB subsidiaries director of Singapore Exchange and as a member of the Temasek
Far Eastern Bank and United Overseas Bank (Malaysia). He is Holdings board.
also Chairman of United Overseas Insurance, United Overseas
Bank (Thai) Public Company, President Commissioner of PT Bank Active in the community, Mr Hsieh also serves on the boards of
UOB Indonesia and Supervisor of United Overseas Bank (China). several non-profit organisations and chairs The National Art Gallery,
In addition, he chairs the boards of Haw Par Corporation, UOL National Council of Social Service and Stewardship and Corporate
Group and its subsidiary, Pan Pacific Hotels Group, United
Governance Centre.
Industrial Corporation, and Singapore Land and its subsidiary,
Marina Centre Holdings. He is the Chairman of the Wee Foundation.
Between 1973 and 2013, he chaired the board of United Mr Hsieh holds a Bachelor of Business Administration (Hons) from
International Securities. the University of Singapore.
Mr Wee, 61, was appointed to the Board on 3 January 1990 and Prof Cham, 74, was appointed to the Board on 4 January 2001 and
last re-elected as Director on 25 April 2013. A career banker, last re-appointed as Director on 25 April 2013. A non-independent
Mr Wee joined UOB in 1979 and served as Deputy Chairman and and non-executive director, he is a member of the Audit and Board
President of the Bank from 2000 to 2007. On 27 April 2007, he Risk Management Committees. He is also a director of UOB
was appointed as Chief Executive Officer. A non-independent and subsidiaries Far Eastern Bank and United Overseas Bank (China).
executive director, he is a member of the Executive and Board Risk
Management Committees. Prof Cham is Chairman of NSL, Soup Restaurant and the Board of
Governors of Singapore-China Foundation, Deputy Chairman of
Mr Wee holds directorships in several UOB subsidiaries including Singapore Press Holdings and a director of Singapore International
Far Eastern Bank (where he is also Deputy Chairman), United Foundation. He is a former director of MFS Technology and WBL
Overseas Insurance, United Overseas Bank (Malaysia) and United Corporation.
Overseas Bank (Thai) Public Company. He is Chairman of United
Overseas Bank (China) and Vice President Commissioner of A prominent figure in the Singapore education scene, Prof Cham
PT Bank UOB Indonesia. is the Chancellor of SIM University and Chairman of its Board of
Trustees, and was the founding President of Nanyang Technological
Active in industry development, Mr Wee serves as a council member University. For his outstanding contributions in education, he was
of The Association of Banks in Singapore, a director of The Institute awarded the Distinguished Service Order, Singapores highest
of Banking & Finance and chairman of the Financial Industry National Day Award, in 2003.
Competency Standards Steering Committee. He is a member of
the Board of Governors of the Singapore-China Foundation, Visa An engineer by training, Prof Cham holds a Bachelor of Engineering
APCEMEA Senior Client Council and Advisory Board of INSEAD (Civil, Hons) from the University of Malaya, a Bachelor of Science in
East Asia Council and International Council and an honorary Mathematics (Hons) from the University of London and a Doctor of
council member of the Singapore Chinese Chamber of Commerce Philosophy in Fluid Mechanics from the University of Cambridge,
& Industry. He had also previously served as deputy chairman of UK. He is also a Fellow of the Institution of Engineers, Singapore,
the Housing & Development Board and as a director of the Port Academy of Engineering, Singapore, Royal Academy of Engineering,
of Singapore Authority, UOL Group, Pan Pacific Hotels Group UK and Institution of Mechanical Engineers, UK and a foreign
and United International Securities. In 2013, he was awarded the member of Royal Swedish Academy of Engineering Sciences.
Public Service Star for his contributions to the financial industry.
Mr Wong, 65, was appointed to the Board on 14 March 2000 and Mr Lavin, 56, was appointed to the Board on 15 July 2010 and
last re-elected as Director on 26 April 2012. A non-independent last re-elected as Director on 25 April 2013. An independent and
and non-executive director, Mr Wong is the chairman of the non-executive director, he is a member of the Executive and
Nominating Committee. He is also a director of Far Eastern Bank, Nominating Committees. He is also a director of Far Eastern Bank,
a UOB subsidiary. a UOB subsidiary.
Mr Wong is Chairman of Mapletree Industrial Trust Management. Currently, Mr Lavin is the Chairman and Chief Executive Officer
of Export Now, an e-commerce business founded by him. He
A lawyer by profession, Mr Wong was among the pioneer batch previously held senior finance and management positions at
of Senior Counsels appointed in January 1997. While in active Citibank and Bank of America.
practice, he was widely acknowledged as one of the worlds leading
lawyers in premier directories including The International Whos He serves as Chairman of the Public Affairs Practice for Edelman
Who of Commercial Litigators, The Guide to the Worlds Leading Asia Pacific and holds directorships in Globe Specialty Metals
Experts in Commercial Arbitration, Asialaw Leading Lawyers, and Consistel (Singapore). He was the Chairman of the Steering
PLC Cross-border Dispute Resolution: Arbitration Handbook, The Committee of the Shanghai 2010 World Expo USA Pavilion.
International Whos Who of Construction Lawyers and Best Lawyers
International: Singapore. He has extensive experience in public administration, having served
as Under-Secretary for International Trade at the Department
Retired from WongPartnership LLP, Mr Wong remains as its of Commerce and as US Ambassador to Singapore during
founder-consultant. He also serves as a member of the Public which he helped to negotiate the landmark US-Singapore Free
Guardian Board. He had previously served as the President of Trade Agreement.
The Law Society of Singapore, the Vice President of the Singapore
Academy of Law, and member of the Military Court of Appeal and the Mr Lavin holds a Bachelor of Science from the School of Foreign
Advisory Committee of Singapore International Arbitration Centre. Service at Georgetown University, a Master of Science in Chinese
He was awarded the Public Service Medal in 2001 in recognition Language and History from Georgetown University, a Master of
of his contributions to public service in Singapore. Arts in International Relations and International Economics from
the School of Advanced International Studies at Johns Hopkins
Mr Wong holds a Bachelor of Law (Hons) from the University of University and a Master of Business Administration in Finance at
Singapore and was admitted to the Singapore Bar in 1972. Wharton School at the University of Pennsylvania.
Mr Cheng, 60, was appointed to the Board on 15 July 2010 and Mr Tan, 54, was appointed to the Board on 15 November 2010
last re-elected as Director on 26 April 2012. An independent and and last re-elected as Director on 29 April 2011. An independent
non-executive director, he is the chairman of the Audit Committee and non-executive director, he is a member of the Remuneration
and a member of the Nominating Committee. Committee.
He is also a director of FEO Hospitality Asset Management, Singapore The Founder and Chairman of Walden International, Mr Tan
Health Services and Integrated Health Information Systems. concurrently serves as President and Chief Executive Officer of
Cadence Design Systems and has been a member of its board
Formerly a managing partner of Accenture, Mr Cheng retired after since 2004. He also serves on the boards of Ambarella, Inc, SINA
26 years with the firm. Corporation, Semiconductor Manufacturing International Corporation
and Netspeed Systems, Inc. He is a former director of Flextronics
A well-respected figure in the charity sector, Mr Cheng currently International and Inphi Corporation.
serves as a director of several non-profit organisations including
SymAsia Foundation, Council for Third Age, ApVentures and Caritas An advocate of education, Mr Tan serves on the Board of Trustees
Humanitarian Aid & Relief Initiatives, Singapore and as the Chairman and The School of Engineering Deans Advisory Council at Carnegie
of Singapore Institute of Directors. He is a former director of Mellon University.
Singapore Press Holdings, NTUC Fairprice Co-operative, Singapore
Cooperation Enterprise and Lien Centre for Social Innovation. Mr Tan holds a Bachelor of Science from Nanyang University,
He was awarded the Public Service Medal in 2008 in recognition Singapore, a Master of Science in Nuclear Engineering from the
of his contributions to public service in Singapore. Massachusetts Institute of Technology and a Master of Business
Administration from the University of San Francisco.
Mr Cheng has a Bachelor of Accountancy (First Class Hons)
from the University of Singapore. He is a Fellow of the Institute of
Singapore Chartered Accountants and an Honorary Fellow of the
Singapore Computer Society.
Mr Koh, 68, was appointed to the Board on 1 September 2012 and Mr Ong, 58, was appointed to the Board on 2 January 2013 and
last re-elected on 25 April 2013. An independent and non-executive last re-elected as Director on 25 April 2013. An independent and
director, he is a member of the Executive and Audit Committees. non-executive director, he is a member of the Board Risk
Management Committee. He also chairs the board of United
Currently Chairman of the Housing & Development Board, the Overseas Bank (Malaysia), a UOB subsidiary.
MechanoBiology Institute and Singapore Island Country Club,
Mr Koh also holds directorships in CapitaLand and CapitaLand A director of Singapore Power, Mr Ong is also Chairman of the
Hope Foundation. He is a former director of Pan Pacific Hotels National Heritage Board and a board member of the Accounting
Group, Singapore Airlines and UOL Group, and former Chairman and Corporate Regulatory Authority.
of CapitaMall Trust Management.
He retired as the Executive Chairman of Ernst & Young Singapore
In the span of his illustrious 35-year career with the Singapore Civil after 33 years with the firm.
Service, Mr Koh served in various appointments including Permanent
Secretary in the Ministries of National Development, Community A known supporter of the arts, Mr Ong is Chairman of the Singapore
Development and Education. He retired as the Controller of Income Tyler Print Institute. In 2011, he was awarded the Public Service
Tax, where he was both Commissioner of Inland Revenue and Medal for his contribution to the arts in Singapore.
Commissioner of Charities. Prior to these appointments, he had
served in the Ministry of Finance and the Prime Ministers Office. Mr Ong holds a Bachelor of Accounting (Hons) from the University
He was awarded the Public Administration Medal (Gold) in 1983 of Kent at Canterbury. He is a member of the Institute of Chartered
and the Meritorious Service Medal in 2002 for his contributions Accountants in England and Wales and the Institute of Certified
to public service. Public Accountants of Singapore.
2013 in Review
2013 in Review
GROUP RETAIL PruLife Elite, a single premium whole life plan with an annual
payout. The plan offers customers the flexibility of extending their
Our Group Retail business is focused on providing our customers premium payments over a longer period of time.
with financial solutions to help them to manage their money wisely
and to achieve their financial goals. Our suite of retail deposits, UOB continues to be a leader in private residential home loans in
loans, insurance, cards and investment products is complemented Singapore. Our consumer loans growth remained stable with an
by our integrated channels network of more than 480 branches increase of 9.7 per cent in 2013. During the year, we streamlined our
and 1,700 automated teller and cash deposit machines across the processes and invested in systems enhancements to help make the
region, as well as online and mobile banking options. home buying experience a more convenient one for our customers.
We opened our fourth UOB Wealth Banking Centre in Singapores Jurong Lake District to meet the banking needs of the rising rich who live in the area.
In 2013, we reported double-digit operating profit growth in our Understanding that cost management is especially important
Business Banking segment driven by a strong increase in our loans to small business owners in Singapore, we developed the UOB
and deposits while keeping non-performing loans to below two Business Debit Card offering discounts on utilities, courier services,
per cent. More than half of the units profit came from countries entertainment, travel and fuel. In addition, we shortened the
UOB had the largest number of award recipients at The Association of Banks in Singapore (ABS) Excellent Service Awards, a total of 865. We also received the highest
number of Star Awards for the third consecutive year.
With more Commercial Banking clients across the region taking up Delivering Structured Trade and Commodity Financing
universal life and key-man term insurance to safeguard business Solutions for Global Businesses
continuity and manage risk, our income from these products doubled. We remained at the forefront of the structured trade and commodity
financing industry and grew our profitability in the energy, metal
Supported by a gradual improvement in global economic conditions and agricultural sectors as more of our clients expanded their
in 2013, our Corporate Banking team in Singapore delivered healthy businesses in Asia.
growth in topline revenue due to higher net interest income resulting
from robust loans growth, and higher non-interest income driven The region was a bright spot for commodities trading because
by investment banking and trade-related fees. of strong cross-border trade flows and we took this opportunity
to build on our track record of anchoring landmark structured
Working in partnership with our product teams, industry specialists commodity trade finance syndications.
from the Corporate Banking Overseas team continued to deepen
relationships with regional customers in the telecommunications, We also expanded our customer base by forging strategic banking
media and technology, oil and gas, mining and resources and, relationships with major global commodity players in the US
food and agribusiness industries. and Europe. One of the key deals in which we were involved
was the prepayment financing of crude oil for one of Europes
UOB continues to support the UOB-SMU Asian Enterprise Institute in largest producers.
Singapore, a centre of knowledge for small and medium enterprises
with regional business expansion plans. Through the institute, As a result of the strong rapport we built with our clients across
companies have access to expertise on topics such as business the world, we were presented with the Best Trade Finance Bank
planning, productivity and employee development. in Singapore award by Global Trade Review.
Optimising Working Capital and Cash Flow for Our Customers Strengthening our Investment Banking Capabilities
Our Transaction Banking business recorded solid growth in Group Investment Banking registered another successful year in
2013 on the back of our strong Asian franchise and increased 2013, maintaining a leading position in Asia for loans syndication,
customer demand for cash and trade product solutions to optimise bond issuance and equity fund raising. UOB continues to be
working capital, manage risk and cash flow. Our growing base ranked among the top mandated arrangers for syndicated loans
of new customers contributed to an increase in trade assets and in Asia (ex-Japan), Southeast Asia and Singapore. In the area of
corporate deposits. local currency fixed income, UOB kept its position as one of the
top five bookrunners in the Singapore dollar bond market and one
Our deep knowledge of Asian markets and our product expertise of the top ten underwriters for Thai baht corporate bond issuance
attracted more regional customers to seek our advice and services (excluding self-arranged deals). Our Corporate Finance team
in their overseas expansion plans. In particular, we recorded an emerged first in terms of deal count for initial public offers for the
increase in customers opening Renminbi (RMB) Accounts and commercial client segment in Singapore.
adopting RMB as a business currency for trade settlement in
tandem with Singapores rise as a RMB offshore centre and the Our Mergers and Acquisitions and Debt Capital Markets teams
liberalisation of the currency. For our customers who have business together provided financial advisory and arranged for the financing
with China, the increased access to RMB liquidity has opened the on the largest take-over transaction in the history of Singapore -
doors to greater opportunities in the Chinese market. During the TCC Assets Limiteds take-over of Fraser and Neave Limited. For
year, we worked closely with our customers to help them take their work on this landmark deal, UOB was awarded the M&A
advantage of the efficiencies that payment and trade settlement in Deal of the Year in Asia Pacific Region by The Banker and Best
RMB affords with trade finance and cash management services. We Cross-Border M&A Deal of the Year in Southeast Asia by Alpha
also educated customers on the new regulations governing the use Southeast Asia. We also acted as the financial adviser on several
of RMB as well as on RMB Foreign Direct Investment into China. other public market transactions including the successful take-over
offers of Pan Pacific Hotels Group Limited, Rokko Holdings Ltd
As the market in Myanmar continues to open up, we worked closely and PCA Technology Limited.
with customers to provide market access, and trade and payment
solutions that would enable them to tap new overseas business In the corporate bond market, UOB was the sole lead manager for
opportunities. We have developed deep expertise in the Myanmar a debut bond issuance for Oxley Holdings Limited in May 2013,
market due to our active involvement in sharing best practices in the first of several mid-sized corporates to tap the Singapore
international trade, risk mitigation and working capital solutions dollar bond market within the year. In the public sector, UOB won
with regulators, banks and the business community. several Housing & Development Board bond issuance mandates
in the year, jointly lead managing note issuances of S$5.15 billion
We received endorsement from customers and accolades for
(2012: S$3.02 billion) in aggregate. We also led UOBs S$850 million
our cash management and trade finance services, garnering 20
prestigious awards. The awards included Best Local and Foreign 4.90% perpetual subordinated capital securities which marked the
Cash Management Bank, Best Overall Domestic and Best Overall first Basel III-compliant additional Tier 1 notes issuance from an
Cross-Border Services from Asiamoney, as well as Best Trade Asian bank, followed by a second issue of S$500 million 4.75%
Finance Bank from Global Trade Review. perpetual additional Tier 1 capital securities.
We continued to make good headway in regional local currency GLOBAL MARKETS AND INVESTMENT MANAGEMENT
bond markets. In Malaysia, UOB lead-managed 15 Malaysian
bond facilities including Indera Persada Sdn Bhds RM280 million Global Markets and Investment Management is responsible for
Fixed Rate Serial Bonds and RM15 million Subordinated Bonds managing the banks liquidity, investments, and market making
as well as United Overseas Bank (Malaysia) Bhds RM500 million across a wide array of financial instruments, as well as for providing
Tier 2 Capital Subordinated Bonds. We also lead-managed Boustead financial risk management solutions and investment opportunities
Holdings Berhads RM1.20 billion Junior Sukuk Programme and for customers.
lead advised and arranged Tiong Nam Logistics Holdings Berhads
acquisition of RM176.3 million assets. UOB received the BluePrint 2013 was a volatile year for corporate customers because of
Award at the Rating Agency Malaysia League Awards for its role uncertainties in emerging markets that resulted from the United
as sole lead arranger for Sasaran Etika Sdn Bhds RM220 million States (US) Federal Reserve Quantitative Easing (QE) tapering plan.
Fixed Rate Serial Bonds. With guidance from our Corporate Treasury and Advisory team,
more customers and corporations began to hedge their interest
In Thailand, UOB lead-managed 21 Thailand Baht bond issues rate exposures actively to protect against rising interest rates.
for 11 listed companies, including Home Product Center Plc.,
Land & Houses Plc., Quality Houses Plc. and Central Plaza Hotel Investors continued to favour equity-linked structured products
Plc. We also lead-managed the US$170 million Tier 2 Basel III in 2013. In September, the QE tapering talks caused a short-term
Compliant Subordinated Bonds for United Overseas Bank (Thai) spike in interest rates, and we seized this opportunity to issue a
Public Company Limited. number of structured deposits which were well received by retail
investors. Demand in non-principal guaranteed structured products
In the area of corporate finance, we successfully completed was strong with the volume for equity-linked structured notes
the public listing of six companies on both the Mainboard and jumping almost three fold and hitting an annual high.
Catalist of the Singapore Exchange namely, Overseas Education
Limited, Soilbuild Construction Group Ltd, PS Group Holdings Appetite for structured asset and liability solutions increased as more
Ltd, MoneyMax Financial Services Ltd and Pacific Radiance Ltd, businesses and retail customers sought to hedge their exposures in
as well as AsiaPhos Limited one of the ten largest companies an uncertain market. In response, the Fixed Income, Currencies and
listed on Catalist in terms of market capitalisation upon listing. Commodities team continued to bring new products to customers
UOB was also one of the joint underwriters for the S$463.6 million across the region including commodity-linked structured retail
rights issue by United Engineers Limited. notes, investment solutions linked to bespoke commodity indices,
FX-linked structured notes, constant maturity swap spread-linked
structured notes, bond-linked investments, and structured repurchase
agreements. In Singapore, where there is strong demand for physical previously only available to customers in Singapore. Retail
gold, we introduced the D-Gold Structured Note which delivers customers in Indonesia and Malaysia now receive the same
the maturity value in the form of UOB Gold Certificates that can combined statements as customers in Singapore. The combined
be redeemed for physical gold. This is the first gold investment statement makes it easier for our customers own record-keeping.
product of its kind in Singapore. In the second quarter of 2013, We were also able to introduce new liquidity management services
we began offering commodity-linked products for the first time in such as cash pooling and cash sweeping to our commercial and
China, Hong Kong, Malaysia and Thailand to help customers there corporate banking customers in Indonesia and Malaysia, allowing
manage risk better. them to improve their treasury management and to utilise inter-
company funding more effectively.
UOB Bullion and Futures Limited (UOBBF) completed the
acquisition of the remaining 25 per cent in UOBF Schneider Investing in Our People
Trading Pte Ltd in 2013, making it the full owner of the company. As one of the regions leading banks and one of Singapores
The acquisition will allow UOBBF to embark on expansion plans largest employers in the financial services sector, UOB recognises
into Asia Pacific and solidifies its position as a leading commodities its responsibilities to deliver sustainable growth and to contribute
brokerage firm for Asian traders. UOBBF Global Connect (formerly to the sectors stability. As such, we take a long-term view of the
known as UOBF Schneider) provides leased office space for development of our people.
professional traders that includes low latency connectivity through
leased line connections to global futures exchanges. Core to this is our commitment to provide all employees with a
safe and professional work environment where they can reach
UOB Asset Management (UOBAM) also took significant steps to grow their full potential through opportunities based on merit. Ours is
its regional franchise with the establishment of a joint partnership a workplace where everyone is required to treat their colleagues
with Sumitomo Mitsui Asset Management that has opened up fairly and with respect at all times. UOB also enjoys a productive
greater access to an extensive global distribution network. The and collaborative relationship with various employee unions in the
completion of the integration of UOBAM (Thai) with ING Funds key markets in which we operate.
(Thailand) to form UOBAM (Thailand) in July and the formation of
UOBAM (Malaysia) Berhad in October will allow us to focus on Training is one of the most important avenues through which we
building up our retail and institutional businesses in these markets. help our employees remain relevant in their fields of expertise.
Nurturing our talent through continuous training and job exposure
UOBAMs performance in 2013 garnered industry recognition. is essential. For us, it is important that our people not only have
We were one of the top winners at The Edge-Lipper Singapore the right skill sets, but also the right mindset and values, to build
Fund Awards 2013, winning a total of 13 awards across different and to uphold our customers trust.
categories. The United Asian Bond Fund was also named the
Best Asia Bond Fund by Morningstar Singapore. In Malaysia, we As part of investing in our people, we are dedicated to developing
won the Best MYR Allocation award for the OSK-UOB Kidsave a strong core of financial specialists and industry leaders. We
encourage employees to complete the Financial Industry Competency
Trust. The UOB Income Daily Fund was recognised as the Best
Standards (FICS)-accredited diploma and certificate programmes
Money Market Fund of the Year at the Money & Banking Awards which are run in collaboration with The Institute of Banking &
in Thailand. In North Asia, the United Global Healthcare Fund was Finance, academic institutions and other professional bodies.
commended for being the Best Fund Over 5 Years at the Lipper Our employees also have access to a comprehensive range of
Taiwan Fund Award. technical and soft skills training programmes covering topics such
as branch banking, credit, risk management, customer service
Building on Our Technology Foundations and personal development. These programmes are designed
We made steady progress on our Southeast Asian growth to equip employees with the tools to excel in their fields. Our
strategy in 2013 by strengthening the technology infrastructure employees undergo an average of 40 hours of training per year.
that supports our regional ambitions. The common operating
All UOB employees have access to customised learning programmes
platform connecting our network became fully integrated with the
and online resources based on the Strategise, Engage, Execute
successful completion of the standardisation and centralisation
and Develop (SEED) competency framework. The SEED framework
of core banking systems in Thailand, Indonesia and Malaysia.
spans across our recruitment, development and talent management
The completion of this three-year project unifies the Groups
programmes. In 2013, SEED was incorporated into our performance
underlying data and product processing systems. This will help
management process to drive focus on behavioural measures in
to drive better performance in terms of customer acquisition and
conjunction with business and financial key performance indicators.
retention, speed to market, operational efficiency, lower costs
and better risk management.
To develop future leaders of the organisation, the Bank launched
the UOB Leadership Academy in 2013. The Academy gives new
For our customers this means a more seamless intra-regional
managers access to programmes designed to build leadership
banking experience and access to a wider range of products and
skills, prepare middle managers to implement change and coach
services. For instance, we were able to offer Privilege Banking
senior leaders on making strategic impact and driving enterprise
customers in Indonesia the High Yield account which was
transformation.
Our Management Associate Programme, now into its ninth intake, General information on UOB, annual reports, quarterly results, news
continues to develop early-career talent for UOB and to create releases and recorded webcasts of results briefings are updated
future leaders of the bank. In 2013, this fast-track programme regularly on the corporate website and available to the general
was redesigned to provide more developmental opportunities public. All financial results news releases and legal announcements
through project-based assignments and rotation across various are also available on the Singapore Exchange Securities Trading
business units and countries. Limited (SGX-ST) website.
Mr Wee Ee Cheong and 2011 UOB Painting of the Year winner Mr Gong Yao Min share their love for art with young artists from The Little Arts Academy.
At UOB, we believe in supporting people who are passionate about The digital artworks, which were exhibited at the public atrium at
what they do, from businesses that are determined to succeed, UOB Plaza, drew the audience into the mind of the artists, their
to artists who are driven to inspire. We view the strengthening creative inspiration and the finer details of the paintings.
of these pillars of society as essential to a countrys progress.
In recognition of our long-standing commitment to the arts
Arts vital role in society is the reason we continue to hold the in Singapore, UOB was conferred the National Arts Councils
longest-running art competition in Singapore the UOB Painting Distinguished Patron of the Arts Award for the ninth consecutive
of the Year. This flagship programme has helped launch the year.
careers of many artists in Singapore and has provided an avenue
for them to share their works with a wider audience. Over the
last few years, we have extended the competition to encourage
artists from Indonesia, Malaysia and Thailand to share their work.
Sharing Our Passion for Art Singapore Metta School and Towner Gardens School,
We continue to invest in art education programmes that benefit where donations were used to fund arts programmes for
young people who may otherwise not have an opportunity to underprivileged children.
be exposed to the arts. To this end, UOB has been supporting
organisations such as Very Special Arts Singapore since 2007, Thailand Art for Cancer, a non-profit group of artists
the Little Arts Academy Singapore since 2009 and the StART that donates the proceeds from the sale of their artwork to
Societys Art Enrichment Programme in Malaysia since 2011. underprivileged cancer patients. UOB organised an art auction
which raised an additional $24,600 for the charity.
These organisations give underprivileged children the opportunity
to discover and develop their creative talent through education,
Apart from the UOB Heartbeat Run/Walk, in Indonesia we
early skills intervention and rehabilitation through art. Such
partnered with the Kick Andy Foundation which helps talented
partnerships are also opportunities for our employees to be
children develop and pursue their dreams. As part of the 2013
involved as volunteers by helping out at classes and holiday
programme, we donated school supplies and distributed books
workshops for our nominated beneficiaries.
to street children in Bantul, Yogyakarta.
One of the ways in which we extend further support is through
We also worked with charities in Hong Kong, raising more than
our UOB Heartbeat Employee Volunteer Programme. In 2013,
$35,000 to support the Community Chest World Vision, the
our people and customers from across the region raised more
Wu Zhi Qiao Charitable Foundation and the Evangel Childrens
than $675,500 for charity. Employees in Singapore, Malaysia,
Home where our employee volunteers hold regular tutorial sessions
Indonesia, Thailand and mainland China participated in the annual
and help the children with their studies. UOB was awarded the
UOB Heartbeat Run/Walk to raise the funds that were distributed
Caring Company status by the Hong Kong Council of Social
to the following charities:
Service for its community efforts.
China Shanghai Jiu Qian, a local volunteer centre for migrant
children that used the funding for art appreciation programmes
and academic assistance.
Within one week of Typhoon Haiyan hitting the Philippines, our As part of a campaign to reuse and repurpose office materials,
employees and the Bank together raised $200,000 for the Red we recycled more than 510 tonnes of paper in 2013, introduced
Cross Haiyan Relief Fund to help those affected get back on waste recycling collection points at our main buildings and recycled
their feet. building parts and components for office renovation projects. In
addition, we are progressively making the switch to LED lighting
UOB was awarded the Community Chest Special Events Platinum for our offices and ATMs to save energy.
Award for the third year running in 2013 for our work with charities
in Singapore. Such initiatives result in a better working environment for our
people. To protect their well-being further, a workplace safety
Caring for Our Environment and Our People and health committee was formed in March 2013 to ensure
An important part of running a sustainable business is ensuring adherence to new national standards. As part of the first phase
that we manage our resources responsibly so that we minimise of implementation, close to 160 employees from the Channels
the direct impact of our operations on the environment. team underwent Singapore Ministry of Manpower-certified BizSafe
Level 2 training. The committee aims to have all segments from
In 2013, energy efficiency improvements that were made to our across the Bank trained by the end of 2014.
Singapore headquarters the 66-storey UOB Plaza 1 - won the
Singapore Building and Construction Authoritys (BCA) Green
Mark GoldPlus Award for Existing Non-Residential Buildings. The
BCA Green Mark Award is given to organisations that incorporate
internationally recognised best practices in environmental design
and performance.
Good corporate governance is fundamental to UOB, which is setting dividend policy and declaring dividends;
guided in this regard by the: approving major acquisitions and divestments;
reviewing risk management framework and processes;
Banking (Corporate Governance) Regulations (Banking evaluating the performance of the chief executive officer
Regulations); (CEO) and key management personnel;
Guidelines on Corporate Governance for Financial Holding setting company values and standards; and
Companies, Banks, Direct Insurers, Reinsurers and Captive performing succession planning.
Insurers which are incorporated in Singapore, which comprises
the Code of Corporate Governance for companies listed on The approval of the Board is required for business plans and
the Singapore Exchange and supplementary principles and annual budgets, major acquisitions and divestments, corporate
guidelines issued by the Monetary Authority of Singapore or financial restructuring, issuance of shares and other capital,
(MAS Guidelines); and payment of dividends and other distributions to shareholders,
Singapore Exchange Securities Trading Limited Listing and announcements of quarterly and full-year financial results.
Manual (SGX-ST Listing Manual).
The Board has delegated certain duties to five Board Committees,
namely, the Nominating Committee (NC), Remuneration Committee
(RC), Audit Committee (AC), Executive Committee (EXCO) and
BOARDS CONDUCT OF AFFAIRS
Board Risk Management Committee (BRMC). Each Board
Committee has written terms of reference.
The Board sets the overall business direction and objectives for
the Bank. Its main responsibilities include:
Board and Board Committee meetings and the annual general
meeting (AGM) are scheduled well in advance. There are four
setting strategic directions;
scheduled Board meetings each year. Additional meetings are
providing entrepreneurial leadership and guidance; held whenever required to deal with urgent business. Directors
approving business plans and annual budgets; who are unable to attend a meeting in person may participate via
ensuring true and fair financial statements; telephone and/or video conference or communicate their views
monitoring financial performance; through another director or the company secretary. The table
determining capital/debt structure; below sets out the 2013 attendance record of directors.
BOARD COMPOSITION The positions of chairman and CEO are held by different individuals.
Mr Hsieh Fu Hua is the Chairman of the Board. He provides
There are ten Board members, the majority of whom are independent leadership, oversees corporate governance matters and ensures
directors. The Board members are: that directors receive timely and comprehensive information for
them to discharge their duties. Mr Wee Ee Cheong is the CEO of
Wee Cho Yaw Non-executive and non-independent the Bank and is responsible for the Banks day-to-day operations.
(Chairman Emeritus and Adviser) He is the son of Dr Wee Cho Yaw.
Hsieh Fu Hua Non-executive and independent
(Chairman)
Wee Ee Cheong Executive and non-independent NOMINATING COMMITTEE
(Deputy Chairman and CEO)
Cham Tao Soon Non-executive and non-independent The main roles of the NC are to:
Wong Meng Meng Non-executive and non-independent
Franklin Leo Lavin Non-executive and independent recommend the appointment and re-election/re-appointment
Willie Cheng Jue Hiang Non-executive and independent of directors;
Tan Lip-Bu Non-executive and independent assess the performance of the Board, Board Committees
James Koh Cher Siang Non-executive and independent and each director;
Ong Yew Huat Non-executive and independent assess the independence of directors;
review the size and composition of the Board and Board
The following four directors are not independent: Committees;
establish a development programme for the continuous
Dr Wee Cho Yaw who is a substantial shareholder of the Bank; education of directors;
Mr Wee Ee Cheong who is a substantial shareholder and nominate candidates for the key positions of CEO, chief
the CEO of the Bank; and financial officer (CFO) and chief risk officer (CRO); and
Messrs Cham Tao Soon and Wong Meng Meng who perform succession planning.
have each served on the Board for more than nine
consecutive years. The NC members are Messrs Wong Meng Meng (chairman),
Wee Cho Yaw, Hsieh Fu Hua, Franklin Leo Lavin and
There are six independent directors. They are Messrs Willie Cheng Jue Hiang, a majority of whom are independent
Hsieh Fu Hua, Franklin Leo Lavin, Willie Cheng Jue Hiang, directors. Mr Wee Ee Cheong acts as an alternate member to
Tan Lip-Bu, James Koh Cher Siang and Ong Yew Huat. None of Dr Wee Cho Yaw on the NC.
them has served on the Board for nine consecutive years. They
Except for an incumbent, the Banking Regulations require the
are not substantial shareholders and do not have management
chairman of a nominating committee to be an independent
or business relationships with the Bank or any relationship with
director. In the NCs opinion, MrWong Meng Meng, the incumbent
any substantial shareholder.
NC chairman and a non-independent director, has the skills and
experience to continue chairing the NC. Mr Wong Meng Meng
The NC considers the current Board size and composition
recused himself from the NCs deliberation on his appointment.
appropriate. It is of the view that each director remains qualified for
office and contributes to the Boards collective skills, experience The NC is responsible for identifying and evaluating candidates for
and knowledge. The directors profiles are set out in the Board appointment as directors. Among the factors considered by the
of Directors section. The NC also reviews the composition of the NC in its evaluation are the current composition of the Board, and
Board Committees annually and recommends a reconstitution the candidates qualification for office and ability to commit time
as may be necessary. and effort to carry out board duties. Nominations for appointment
to the Board may be made by any director to the NC. The search
for new directors is discreet and conducted by the NC.
CHAIRMAN EMERITUS, CHAIRMAN AND
CHIEF EXECUTIVE OFFICER New directors are briefed by Management on the Banks business
and risk management. They receive an induction package which
As Chairman Emeritus and Adviser, Dr Wee Cho Yaw provides includes the articles of directorship, terms of reference of the
advice and guidance to the Board and Management drawn from Board and Board Committees, codes of conduct and information
his more than 50 years of experience in the industry. on director duties.
remuneration for senior executives and employees whose actions The AC reviews the external auditors audit plan, audit reports
have a material impact on the risk exposure of the Group, can be and non-audit services to the Bank. It meets the external auditor
found in the Human Resource and Pillar 3 Disclosure sections. in the absence of the internal auditor and Management. It also
approves the terms of engagement of the external auditor.
The AC is authorised to investigate any matter within its terms of EXECUTIVE COMMITTEE
reference, and has the full cooperation of Management and the
internal and external auditors to discharge its duties. The internal The EXCOs main responsibilities are to:
and external auditors report their findings and recommendations
to the AC independently. assist the Board to oversee the Banks performance in
specific business lines and review medium- and long-term
The AC reviews the financial statements prior to the Banks business objectives;
announcement of the financial results. It includes assessing the approve certain credit facilities, treasury and investment
accounting policies and practices applied and any judgement made activities and capital expenditure;
that may have a significant impact on the financial statements. review and recommend the budget and business plans;
establishment and operation of a robust and independent Group Compliance works with business and support functions to
risk management system to identify, measure, monitor, identify, assess, monitor and manage regulatory compliance risks.
control and report risks on an enterprise-wide basis; It implements the approved compliance policies and procedures
adequacy of the risk management functions resources; and ethical standards for the Group to adopt and adhere to in the
overall risk appetite, risk profile, risk limits and tolerance, conduct of business. Group Compliance also monitors regulatory
and risk-return strategy; developments and provides advisories where appropriate. Significant
adequacy and effectiveness of the risk management process compliance issues and regulatory developments are highlighted
and system; to the Board and Senior Management through regular reports.
risk measurement models and approaches;
appropriateness of the remuneration and incentive structure; Group Risk Management
and An independent function, Group Risk Management works with
appointment and resignation of the CRO. relevant senior management committees and business and
support functions to develop and implement the appropriate
The members of the BRMC are Messrs Wee Cho Yaw strategies, frameworks, policies and processes for identifying,
(chairman), Hsieh Fu Hua, Wee Ee Cheong, Cham Tao Soon and assessing, monitoring and managing risks. It also oversees the
Ong Yew Huat, a majority of whom (including the BRMC chairman) risk management functions of overseas banking subsidiaries
are non-executive directors. and branches through a matrix-reporting structure. The CRO,
who reports functionally to the BRMC and administratively to
the CEO, is responsible for the day-to-day operations of Group
INTERNAL CONTROLS AND RISK MANAGEMENT Risk Management. The Banks risk management is described in
detail in the Risk Management and Pillar 3 Disclosure sections.
Group Audit
Group Audit carries out its function according to the Standards Senior Management Committees
for the Professional Practice of Internal Auditing set by the Senior management committees assist the CEO in managing
Institute of Internal Auditors and other relevant best practices. the Bank and maintaining the relevance and effectiveness of the
It performs independent assessment of the reliability, adequacy Banks frameworks, policies, processes and procedures for internal
and effectiveness of the Banks system of internal controls, controls and risk management. The committees include the:
risk management and governance processes. Group Audit has
unfettered access to information, Management and the AC, and Asset and Liability Committee;
reports its audit findings to the AC and Management. Credit Committee;
Human Resources Committee;
It develops its audit plan using a risk-based approach and reviews Investment Committee;
the audit plan annually. Audit projects are prioritised and scoped Management Committee;
based on its assessment of the Banks risks and controls over the Management Executive Committee;
risk types. The internal audit plan is submitted to and approved Operational Risk Management Committee;
by the AC. Significant findings from audits are highlighted to the Risk and Capital Committee; and
AC through audit reports and at the AC meetings. Technology and Corporate Infrastructure Committee.
Frameworks, Policies and Guidelines The AC and the Head of Group Audit have reviewed the Banks
The Banks system of internal controls and risk management internal controls, including financial, operational, compliance and
is detailed in formal frameworks, policies and guidelines which information technology controls on an ongoing basis, and the
are reviewed by Management and audited by the auditors for BRMC has reviewed the risk management processes with the CRO.
compliance.
The Board has received assurance from the CEO and CFO that
Ethical Standards the system of risk management and internal controls is effective,
UOB has a whistle-blowing policy which is administered by Group and that the financial records have been properly maintained and
Audit and overseen by the AC. Under the policy, an individual the financial statements give a true and fair view of the Banks
may report in good faith, without fear of reprisal, any suspected operations and finances.
wrongdoing to the Head of Group Audit, AC chairman, CEO
or Chairman of the Board. All reports received are accorded Based on the internal controls and risk management processes
confidentiality and investigated independently and in a timely established and maintained by the Bank, work performed by the
manner by Group Audit. The AC receives whistle-blowing reports internal and external auditors, and reviews performed by Senior
from Group Audit. Management, the relevant Board Committees and the Board, the
Board (with the concurrence of the AC and BRMC) is of the opinion
The Bank has a code of conduct which is based on the Banks that the system of risk management and internal controls, including
core values of integrity, performance excellence, teamwork, trust financial, operational, compliance and information technology
and respect. All employees are required to observe the code of controls, was adequate and effective as at 31 December 2013.
conduct which guides them on their conduct at the workplace The Board notes that no system of internal controls and risk
and with stakeholders. management can provide absolute assurance against material
error, loss or fraud. UOBs system of internal controls and risk
UOB is committed to fair dealing with customers who are at the management provides reasonable but not absolute assurance
heart of the Banks business. To deliver fair dealing outcomes to that the Bank will not be adversely affected by any reasonably
customers, the Bank has put in place policies, guidelines and best foreseeable event.
practices to embed fair dealing principles into its daily operations
and to train employees to deal fairly with customers. ACCESS TO INFORMATION
Directors and employees are guided by a code on dealing in Directors have unfettered access to information and Management.
securities which prohibits dealings: Comprehensive and timely financial, risk management and operational
reports are sent to directors in advance of a meeting. As and
on short-term considerations; when necessary, directors may seek independent professional
during the period commencing two weeks before the advice at the Banks expense to discharge their responsibilities.
announcement of the Banks financial statements for
each of the first three quarters of the financial year and In addition, directors have access to the company secretary
one month before the announcement of the Banks who assists them in the discharge of their duties. The company
full-year financial statements; and secretary advises directors on governance matters, facilitates
whenever they possess price-sensitive information. communications between the Board and Management, and
organises the induction of new directors and the Banks continuous
Assessment development programme for directors.
The Banks various functions with risk management responsibilities
use tools including the General Control Environment
Self-Assessment, Operational Risk Self-Assessment, Key INTERESTED PERSON TRANSACTIONS
Operational Risk Indicators, Regulatory Risk Assessment,
Compliance Control SelfAssessment and Compliance Review All interested person transactions are reported to and reviewed
Programmes to conduct assessments on compliance with internal by the AC. The table to the right sets out the interested person
controls and regulations. transactions which were entered into during the year.
Our approach to capital management is to ensure that the Group of 4.5 per cent, 6 per cent and 10 per cent respectively at Bank
and all banking entities maintain strong capital levels to support our and Group levels. These will increase progressively over time to
businesses and growth, to meet regulatory capital requirements 9 per cent, 10.5 per cent and 12.5 per cent by 1 January 2019.
at all times and to maintain a good credit rating.
The Group has always appreciated the need to be well-capitalised,
We achieve these objectives through the Groups Internal and coupled with the phased-in timeline for implementation, we
Capital Adequacy Assessment Process (ICAAP) whereby we believe the Group is ready to meet the MAS revised requirements.
actively monitor and manage the Groups capital position over The table below shows the consolidated capital position of the
a medium-term horizon, involving the following: Group as at 31 December 2013 and 31 December 2012. The
approaches for the computation of risk-weighted assets can be
setting capital targets for the Bank and its banking found in the Risk Management and Pillar 3 Disclosure sections.
subsidiaries. As part of this, we take into account future
regulatory changes and stakeholder expectations; 2013 2012
forecasting capital demand for material risks based on the $ million $ million
Groups risk appetite. This is evaluated across all business (Basel III) (Basel II)
segments and banking entities and includes the Groups
capital position before and after mitigation actions under Common Equity Tier 1 Capital
adverse but plausible stressed conditions; and Share capital 3,155 3,123
determining the availability and composition of different Disclosed reserves/others 20,981 19,046
capital components. Regulatory adjustments (2,348)
Common Equity Tier 1 Capital 21,788
Two committees oversee our capital planning and assessment
Additional Tier 1 Capital
process. The Board Risk Management Committee assists the
Preference shares/others 2,180 2,149
Board with the management of risks arising from the business
Regulatory adjustments - capped (2,180) (4,738)
of the Group while the Risk and Capital Committee manages
Tier 1 Capital 21,788 19,580
the Groups ICAAP, overall risk profile and capital requirements.
Each quarter, the Board Risk Management Committee and senior Tier 2 Capital
management are updated on the Groups capital position. The Subordinated notes 4,692 5,213
capital management plan, the contingency capital plan, as well Provisions/others 867 1,022
as any capital management actions, are submitted to the senior Regulatory adjustments (37) (369)
management team and/or to the Board for approval. Eligible Total Capital 27,310 25,446
The Bank is the primary equity capital provider to the Groups Risk-Weighted Assets
entities. The investments made in Group entities are funded mainly Credit risk 140,470 114,634
by the Banks own retained earnings and capital issuance. The Market risk 13,657 8,668
Groups banking subsidiaries manage their own capital to support Operational risk 10,784 9,801
their planned business growth and to meet regulatory requirements 164,911 133,103
within the context of the Groups capital plan. Capital generated
by subsidiaries in excess of planned requirements is returned Capital Adequacy Ratios (%)
to the Bank by way of dividends. During the year, none of the CET1 13.2 NA
subsidiaries faced any impediment in the distribution of dividends. Tier 1 13.2 14.7
Total 16.6 19.1
Capital Adequacy Ratios (CAR)
The Group is subject to the Basel III capital adequacy standards Disclosure on the regulatory capital composition, reconciliation
required by the MAS. Under the revised MAS Notice 637 which of regulatory capital to the published balance sheet and key
came into effect on 1 January 2013, we are required to maintain features of capital instruments is available on the UOB website at
minimum Common Equity Tier 1 (CET1), Tier 1 and Total CAR www.uobgroup.com/investor/financial/overview.html.
2013
Total
Risk- Capital Adequacy Ratios
Weighted
Assets CET1 Tier 1 Total
$ million % % %
Effective risk management is integral to the Groups business The Group has established a risk appetite framework to define
success. The Groups approach to risk management is to ensure the amount of risk the Group is able and willing to take in pursuit
risks are managed within the levels established by the Groups of its business objectives. The risk appetite defines suitable
various senior management committees and approved by the thresholds and limits across key areas including but not limited
Board and/or its committees. to credit risk, country risk, market risk, liquidity risk, operational
risk and reputational risk. The objective of establishing a risk
The Group has established a comprehensive framework of policies appetite framework is not to limit risk taking but to ensure that
and procedures to identify, measure, monitor and control risks. the Groups risk profile is aligned to its business strategy. Our risk
These are guided by the Groups Risk Management Principles taking approach is focused on businesses which we understand
which advocate: and are well equipped to manage the risk involved. The Group will
continue to upgrade its risk management, information technology
delivery of sustainable long-term growth using sound risk and other capabilities to support its strategic aspirations.
management principles and business practices;
continual improvement of risk discovery capabilities and UOBs risk appetite framework is updated and approved annually
risk controls; and by the Board. Management monitors and reports the risk limits
business development based on a prudent, consistent to the Board.
and efficient risk management framework.
BASEL FRAMEWORK
RISK MANAGEMENT GOVERNANCE AND FRAMEWORK
The Group has adopted the Basel Framework and observes the
The Board oversees a governance structure that is designed to Monetary Authority of Singapore (MAS) Notice to Banks No. 637
ensure that the Groups business activities are: Notice on Risk Based Capital Adequacy Requirements for Banks
incorporated in Singapore. UOB continues to adopt a prudent
conducted in a safe and sound manner and in line with and proactive approach in navigating the evolving regulatory
the highest standards of professionalism; landscape, with emphasis on sound risk management principles
consistent with the Groups overall business strategy and in delivering sustainable returns.
risk appetite; and
subjected to adequate risk management and internal controls. The Group has adopted the Foundation Internal Ratings-Based
(FIRB) approach for its non-retail exposures and the Advanced
In this, the Board is supported by the Board Risk Management Internal Ratings-Based (AIRB) approach for its retail exposures.
Committee (BRMC). For Market and Operational risks, the Group has adopted the
Standardised Approach (SA).
The CEO has established senior management committees to
assist in making business decisions with due consideration to The Group has adopted ICAAP to assess on an ongoing basis
risks and returns. The main senior management committees the amount of capital necessary to support its activities. The
involved in this are the Management Executive Committee (MEC), ICAAP is reviewed periodically to ensure that the Bank remains
Asset and Liability Committee (ALCO), Credit Committee (CC), well-capitalised after considering all material risks. Stress testing
Operational Risk Management Committee (ORMC) and the Risk is conducted to determine capital adequacy under stressed
and Capital Committee (RCC). These committees also assist the conditions.
BRMC in specific risk areas.
The Groups Pillar 3 Disclosure Policy addresses the disclosure
The BRMC reviews the overall risk appetite and level of risk capital requirements specified in MAS Notice 637. Please refer to the Pillar
to maintain for the Group. Senior management and the senior 3 Disclosure section in the Annual Report for further information.
management committees are authorised to delegate risk appetite
limits by location, business lines, and/or broad product lines.
The Group Credit Committee is the key oversight committee for UOBs credit exposures are well-diversified across industries
credit risk and supports the CEO and Board Risk Management with the exception of the Singapore real estate sector which is
Committee in managing the Groups overall credit risk exposures. due mainly to the high home ownership rate. The Group remains
The committee serves as an executive forum for discussions on vigilant about risks in the sector and has taken active steps to
all credit-related issues including the credit risk management manage its exposure while continuing to maintain a prudent stance
framework, policies, processes, infrastructure, methodologies in approving real estate-related loans. The Group also conducts
and systems. The Group Credit Committee also reviews and frequent stress testing to assess the resilience of the portfolio
assesses the Groups credit portfolios and credit risk profiles. in the event of a marked deterioration in operating conditions.
The Country and Credit Risk Management Division is responsible Credit Stress Test
for the reporting, analysis and management of all elements of credit Credit stress testing is a core component of the Groups credit
risk. It develops Group-wide credit policies and guidelines, and portfolio management process. Various regulatory and internal
focuses on facilitating business development within a prudent, stress tests are conducted periodically. The main purpose of
consistent and efficient credit risk management framework. credit stress testing is to provide a forward-looking assessment
of the Groups credit portfolio under adverse economic scenarios.
Credit Risk Policies and Processes Under stress scenarios such as a severe recession, significant
losses from the credit portfolio may occur. Stress tests are used
The Group has established credit policies and processes to to assess if the Groups capital can withstand such a severe
manage credit risk in the following key areas: scenario, identify the vulnerability of various business units under
such a scenario and formulate the appropriate mitigating action.
Credit Approval Process
To maintain the independence and integrity of the credit approval The Groups stress test scenarios consider potential and
process, the credit origination and approval functions are clearly plausible macroeconomic and geopolitical events in varying
segregated. Credit approval authority is delegated to officers based degrees of likelihood and severity. These are developed through
on their experience, seniority and track record, and is based on consultation with relevant business units and are approved by
a risk-adjusted scale according to a borrowers credit rating. All senior management. The projected stressed variables such as
credit approval officers are guided by credit policies and credit gross domestic product and interest rates are applied consistently
acceptance guidelines that are periodically reviewed to ensure to all Group portfolios to estimate credit losses.
their continued relevance to the Groups business strategy and
the business environment.
Potential credit losses are mitigated using a variety of instruments The Group regularly monitors credit exposures, portfolio performance
such as collateral, derivatives, guarantees and netting arrangements. and emerging risks that may impact its credit risk profile. The
As a fundamental credit principle, the Group generally does not Board and senior management are updated on credit trends
grant credit facilities solely on the basis of the collateral provided. through internal risk reports. The reports also provide alerts on
All credit facilities are granted based on the credit standing of the key economic, political and environmental developments across
borrower, source of repayment and debt servicing ability. major portfolios and countries, so that mitigating actions can be
taken if necessary.
Collateral is taken whenever possible to mitigate the credit risk
assumed and the value of the collateral is monitored periodically. Delinquency Monitoring
The frequency of valuation depends on the type, liquidity and The Group monitors closely the delinquency of borrowing accounts
volatility of the collateral value. The main types of collateral as it is a key indicator of credit quality. An account is considered
taken by the Group are cash, marketable securities, real estate, as delinquent when payment is not received on the due date. Any
equipment, inventory and receivables. Policies and processes delinquent account, including a revolving credit facility (such as an
are in place to monitor collateral concentration. Appropriate overdraft) with limit excesses, is closely monitored and managed
haircuts are applied to the market value of collateral, reflecting through a disciplined process by officers from business units and
the underlying nature of the collateral, quality, volatility and risk management. Where appropriate, such accounts are also
liquidity. In addition, collateral taken by the Group has to fulfill subject to more frequent credit reviews.
certain eligibility criteria (such as legal certainty across relevant
jurisdictions) in order to be eligible for Internal Ratings-Based Classification and Loan Loss Impairment
(IRB) purposes. In extending credit facilities to small and medium The Group classifies its credit portfolios according to the
enterprises (SMEs), personal guarantees are also often taken as borrowers ability to repay the credit facility from their normal
a form of moral support to ensure moral commitment from the source of income. There is an independent credit review process
principal shareholders and directors. to ensure the appropriateness of loan grading and classification
in accordance with MAS Notice 612.
The Group has also established policies and processes to mitigate
counterparty credit risk, in particular for cases where default risk and All borrowing accounts are categorised into Pass, Special
credit exposure increase together (wrong-way risk). Transactions that Mention or Non-Performing categories. Non-Performing
exhibit such characteristics will be identified and reported to senior accounts are further categorised as Substandard, Doubtful or
management on a regular basis. In addition, transactions with specific Loss in accordance with MAS Notice 612. Any account which is
wrong-way risk are generally rejected at the underwriting stage. delinquent (or in excess for a revolving credit facility such as an
overdraft) for more than 90 days will be categorised automatically as
Exposures arising from foreign exchange and derivatives are Non-Performing. In addition, any account that exhibits weaknesses
typically mitigated through agreements such as the International jeopardising repayment on existing terms may be categorised as
Swaps and Derivatives Association (ISDA) Master Agreements Non-Performing.
and the Credit Support Annex (CSA). Such agreements help to
minimise credit exposure by allowing the Bank to offset what it Upgrading and declassification of a Non-Performing account to
owes to a counterparty against what is due from that counterparty Pass or Special Mention status must be supported by a credit
in the event of a default. assessment of the repayment capability, cash flows and financial
position of the borrower. The Group must also be satisfied that
The Groups foreign exchange-related settlement risk has been once the account is declassified, the account is unlikely to be
reduced significantly through its participation in the Continuous classified again in the near future.
Linked Settlement (CLS) system. This system allows transactions
to be settled irrevocably on a delivery versus payment basis.
Large Corporate
Specialised
SME Bank
Lending Retail
Specialised Lending Sovereign
(CF, PF and SF)
(IPRE)a
Customer Risk
Borrower Risk Customer Risk Risk
Rating
Rating Rating Drivers
Expected Loss Ratingb
a The 20 rating grades structure applies to the Groups Income Producing Real Estate (IPRE) exposures, with the exception of UOB Thailand where the internal risk
grades are mapped to five prescribed supervisory grades.
b Does not apply to Specialised Lending (IPRE).
Non-Retail Exposures The rating grade structure for IPRE exposures follows that of
The Group has adopted the FIRB approach for its non-retail the Corporate asset class, with 16 pass grades and four default
exposures. Under this approach, the probability of default (PD) grades. Risk grades derived for CF, PF and SF exposures are
for each borrower is estimated using internal models. These PD mapped to five supervisory slotting categories as prescribed
models employ qualitative and quantitative factors to provide under MAS Notice 637, which determines the risk weights to be
an assessment of the borrowers ability to meet their financial applied to such exposures.
obligations, and are calibrated to provide an estimate of the
likelihood of default over one-year time horizon. A default is Sovereign Asset Class
considered to have occurred if: The Group has developed an internal sovereign scorecard to
rate exposures in this asset class. Public debt levels, balance
the obligor is unlikely to pay its credit obligations to the of payments, fiscal budgets and other macroeconomic, stability
Group in full, without recourse by the Group to actions and political risk factors are considered in the scorecard to
such as realising the security; or assess sovereign credit risk in a structured and holistic manner.
the obligor is past due for more than 90 days on any credit The scorecard has an internal rating grade structure consisting
obligation to the Group. of 15 pass grades.
Supervisory loss given default (LGD) and exposure at default Bank Asset Class
(EAD) parameters prescribed by the MAS are used together with The Group has developed an internal bank scorecard to rate
the internal credit ratings to calculate risk weights and regulatory exposures in this asset class, which takes into account asset
capital requirements. quality, capital adequacy, liquidity, management, regulatory
environment and robustness of the overall banking system. The
While the Groups internal risk rating grades may show some scorecard has an internal rating grade structure consisting of 15
correlation with the rating grades of External Credit Assessment pass grades.
Institutions (ECAIs), they are not directly comparable or equivalent
to the ECAI ratings. Equity Asset Class
The Group adopts the following approaches for its equity
Corporate Asset Class investments:
The Group has developed models to rate exposures in the Large
Corporate and SME asset classes. Credit risk factors used to derive Simple Risk Weight (SRW) Method for its equity investment
a borrowers risk rating include its financial strength, quality of portfolio; and
management, business risks, and the industry in which it operates. Probability of Default/Loss Given Default (PD/LGD) Method
The borrower risk rating process is augmented by facility risk for its investments in Tier 1 and Tier 2 perpetual securities
ratings, which take into account the type and structure of the facility, issued by banks.
availability and type of collateral, and seniority of the exposure.
Investment exposures adopting the SRW Method are subject to
The Groups internal rating grade structure for the Corporate the supervisory risk weights as prescribed by MAS Notice 637,
asset class consists of 16 pass grades and four default grades. while investment exposures adopting the PD/LGD Method are
The Large Corporate and SME models are mapped to the rating rated using the Groups internal Bank scorecard.
scale by calibration that takes into account the Groups long-term
average portfolio default rate. Retail Exposures
The Group has adopted the AIRB approach for its retail exposures,
Specialised Lending Asset Class which comprises residential mortgages, qualifying revolving retail
Within the Corporate asset class, the Bank has four sub-classes exposures and other retail exposures.
for Specialised Lending: IPRE, Commodities Finance (CF), Project
Finance (PF) and Ship Finance (SF). Internal risk grades are Exposures within each of these asset classes are not managed
derived based on a comprehensive assessment of financial and individually, but as part of a pool of similar exposures based on
non-financial risk factors using internal scorecards. borrower and transaction characteristics. Internal risk segmentation
Residential Mortgage Asset Class Market risk is governed by the ALCO, which meets monthly to
This includes any credit facility (such as housing loan, term loan, review and provide directions on market risk matters. The Market
overdraft) secured against a mortgage of a residential property or Risk Management (MRM) and Balance Sheet Risk Management
properties which meet criteria stipulated by the MAS. Residential (BSRM) Divisions support the BRMC, RCC and the ALCO with
mortgage exposures are assessed and managed using the Groups independent assessment of the market risk profile of the Group.
framework of credit policies, procedures and risk segmentation
models. The Groups market risk framework comprises market risk policies
and practices, the validation of valuation and risk models, the
Qualifying Revolving Retail Exposures (QRRE) Asset Class control structure with appropriate delegation of authority and
This includes credit card exposures and unsecured credit lines market risk limits. The valuation methodologies employed by the
meeting criteria stipulated by the MAS. QRRE are assessed and Group are in line with sound market practices. In addition, a new
managed using a combination of application and behavioural Product/Service Programme process ensures that market risk
scorecards, risk segmentation models, as well as internal credit issues identified are adequately addressed prior to the launch
policies and procedures. of products and services. Management of derivatives risks is
continually reviewed and enhanced to ensure that the complexities
Other Retail Asset Class of the business are appropriately controlled.
This includes commercial properties, car loans, share financing and
any other retail exposures not classified as Residential Mortgage Overall market risk appetite is balanced at the Group, Bank and
or QRRE. These exposures are assessed and managed using business unit levels with targeted revenue and takes into account
the Groups framework of credit policies, procedures and risk the capital position of the Group and Bank. This ensures that
segmentation models. the Group and Bank remain well-capitalised, even under stress
conditions. The risk appetite is translated into risk limits that are
Securitisation Exposures delegated to business units. These risk limits have proportional
The Group has investments in collateralised debt obligations returns that are commensurate with the risks taken.
(CDOs) and asset-backed securities (ABSs) classified under
available-for-sale in its investment portfolio. Full provision has Standardised Approach
been made for the investments in CDOs. Securitised assets are
valued at average bid prices sourced through brokers, banks and The Group currently adopts the Standardised Approach for the
independent third party pricing vendors. This is based on the calculation of regulatory market risk capital but uses internal
assumption that the asset can be sold at these bid prices. There models to measure and control trading market risks. The financial
is no change to the methods and key assumptions for valuing products warehoused, measured and controlled with internal models
positions from the previous period. UOB Asset Management, include plain vanilla FX and FX options, plain vanilla interest rate
a subsidiary of UOB, manages structured finance assets, such contracts including options, government and corporate bonds,
as CDOs and ABSs as part of its asset management activities. equities and equity options and commodities.
Risk weights for securitisation exposures are computed using Internal Model Approach
the Ratings-Based Method for such exposures as prescribed The Group adopts a daily Value-at-Risk (VaR) to estimate market
by MAS Notice 637. risk within a 99 per cent confidence interval using the historical
simulation method. The method assumes that possible future
Credit Exposures Subject to Standardised Approach changes in market rates may be implied by observed historical
For exposures subject to the Standardised Approach, approved market movements.
ECAI ratings and prescribed risk weights based on asset class
are used in the computation of regulatory capital.
4,000
2,000
(2,000)
(4,000)
(6,000)
(8,000)
(10,000)
31 Jan 13 28 Feb 13 28 Mar 13 30 Apr 13 31 May 13 28 Jun 13 31 Jul 13 30 Aug 13 30 Sep 13 31 Oct 13 29 Nov 13 31 Dec 13
As VaR is the statistical measure for potential losses, the VaR INTEREST RATE RISK IN THE BANKING BOOK
measures are backtested against profit and loss of the trading
book to validate the robustness of the methodology. The The ALCO maintains oversight of the effectiveness of the interest
backtesting process analyses whether the exceptions are due rate risk management structure. The BSRM Division supports the
to model deficiencies or market volatility. All backtest exceptions ALCO in monitoring the interest rate risk profile of the banking book.
are tabled at ALCO with recommended actions and resolutions.
The primary objective of interest rate risk management is to protect
To complement the VaR measure, stress and scenario tests are and enhance capital or economic net worth through adequate,
performed to identify the Groups vulnerability to event risk. These stable and reliable growth in net interest earnings under a broad
tests serve to provide early warnings of plausible extreme losses range of possible economic conditions.
to facilitate proactive management of market risks.
Banking book interest rate risk exposure is quantified on a monthly
The Groups daily VaR on 31 December 2013 was $2.3 million. basis using a combination of static analysis tools and dynamic
simulation techniques. Static analysis tools include repricing
Group Trading VaR for General Market Risk by Risk Classa schedules and sensitivity analysis. They provide indications of
the potential impact of interest rate changes on interest income
and price value through the analysis of the sensitivity of assets
and liabilities to changes in interest rates. Interest rate sensitivity
Interest rate
varies with different repricing periods, currencies and embedded
Foreign exchange options. Mismatches in the longer tenor will experience greater
change in the price-value of interest rate positions than similar
Equity
positions in the shorter tenor.
Commodity
In the dynamic simulation process, both the earnings and Economic
Specific risk Value of Equity (EVE) approaches are applied to assess interest
rate risk. The potential effects of interest rate change on interest
income are estimated by simulating the possible future course
a The contributions from equity and commodity risks are insignificant. of interest rates, expected changes in business activities over
The risks arising from the trading book, such as interest rates, Operational risk is the risk of loss resulting from inadequate or
foreign exchange rates and equity prices are managed and failed internal processes, people and systems, or from external
controlled under the market risk framework that is discussed events, including reputation, legal and compliance risk but
under the Market Risk section. excluding strategic risk.
The Group maintains sufficient liquidity to fund its day-to-day Operational Risk Governance, Framework and Tools
operations, to meet deposit withdrawals and loan disbursements,
to participate in new investments, and to repay borrowings. Hence, Operational risk is managed through a framework of policies and
liquidity is managed in a manner to address known as well as procedures by which business and support units properly identify,
unanticipated cash funding needs. assess, monitor, mitigate and report their risks. The Operational
Risk Management Committee attended by senior management
Liquidity risk is managed in accordance with a framework of meets monthly to provide oversight of operational risk matters
policies, controls and limits approved by the ALCO. These across the Group.
policies, controls and limits enable the Group to monitor and
manage liquidity risk to ensure that sufficient sources of funds The operational risk governance structure includes three lines
are available over a range of market conditions. These include of defence. The businesses, as the first line of defence, are
minimising excessive funding concentrations by diversifying the responsible for establishing a robust control environment as part
sources and terms of funding as well as maintaining a portfolio of their day-to-day operations. Operational Risk Management and
of high quality and marketable debt securities. Compliance, which provide relevant policies, tools and systems,
serve as the second line of defence. Internal Audit acts as the
The Group takes a conservative stance in its liquidity management third line of defence and provides independent and objective
by continuing to gather core deposits, ensuring that liquidity limits assurance of the effectiveness of the internal controls.
are strictly adhered to and that there are adequate liquid assets
to meet cash shortfall.
A key component of the operational risk management framework A technology risk management framework has been established,
is risk identification and control self-assessments. This is achieved enabling the Group to manage technology risks in a systematic
through the Group-wide implementation of a set of operational risk and consistent manner.
tools. Operational risk self-assessments involve identifying and
assessing inherent risks, as well as assessing the effectiveness Regulatory compliance risk refers to the risk of non-compliance
of controls to mitigate these risks. with laws, regulations, rules, standards and codes of conduct. This
risk is identified, monitored and managed through a structured
Key Operational Risk Indicators are statistical data collected and framework of policies, procedures and guidelines maintained by
monitored by business and support units on an ongoing basis the Group. The framework also manages the risk of breaches and
to enable early detection of operational control weaknesses. A sanctions relating to Anti-Money Laundering and Countering the
database of operational risk events and losses has been established Financing of Terrorism.
to facilitate the analysis of loss trends and root causes. The toolkits
are supported by a web-based system which allows the Group and The Group actively manages fraud and bribery risks. Tools and
key stakeholders to document, track and manage action plans. policies, including a whistle-blowing programme, a material risk
notification protocol and a fraud risk awareness training programme,
Several risk mitigation policies and programmes are in place to have been developed to manage such risks. All employees are
maintain a sound operating environment. An outsourcing policy guided by a Code of Conduct, which includes anti-bribery and
ensures that all significant risks arising from outsourcing arrangements corruption provisions.
are identified and effectively managed on a continuous basis.
Reputation risk is the risk of adverse impact on earnings, liquidity
A product programme committee reviews and ensures that risks or capital arising from negative stakeholder perception or
associated with the introduction of new products and services are opinion of the Groups business practices, activities and financial
identified, analysed and addressed prior to launch. A product sales condition. The Group recognises the impact of reputation risk
committee reviews product suitability, product risk disclosures and and a framework has been developed to identify and manage
reputation issues before the distribution of investment products. the risk across the Group.
A business continuity and crisis management programme To mitigate operational losses resulting from significant risk events,
has been developed and tested to ensure prompt recovery of a Group insurance programme covering crime, fraud, civil liability,
critical business functions following unforeseen events. Senior property damage, public liability, as well as directors and officers
management provides an annual attestation to the Board on the liability has been put in place.
state of business continuity readiness of the Group.
Group Risk-Reward Framework The Group continues to make use of risk-adjusted performance
The Group risk-reward framework as outlined below, broadly sets metrics that take into account the costs of capital. The following
out the Groups approach to managing risk and reward. diagram summarises the application of various types of performance
metrics in the funding and distribution of incentive plans within
the Group.
Regulatory Requirements and External
Business Environment
Economic
profit
Performance Levers Remuneration Levers (includes cost
of capital)
Performance Metrics Remuneration structure
Predetermined financial/ Adequate to attract and Return
non-financial retain employees (includes capital)
Remuneration Governance
Risk Categories The Remuneration Committee (RC) comprises three non-
executive directors, two of whom are independent. The RC
takes into account various factors, including expected future
Under the framework, the Groups key incentive programmes have prospects, performance, income stream, and business outlook
been designed to take into account risk categories, regulatory in determining compensation practices which are appropriate for
requirements and the external business environment. The the Group. Details of the composition of the RC and a summary of
performance and remuneration levers work in tandem to address its key roles and responsibilities are contained in the Corporate
various aspects of risk while being consistent with regulatory and Governance section.
business requirements.
Two meetings of the RC were convened during the year. Directors
fees in respect of 2013 totalling $1,015,000 have been proposed
for the three RC members. This amount includes the Directors
basic fees and allowances for serving on the various Board
Committees.
Salary surveys conducted by external remuneration consultants into consideration market pay levels for the respective jobs/roles,
were used in 2013 for employee salary benchmarking purposes. the overall performance of the Group, achievement of operational
key performance indicators (KPIs) by the respective functions, as
During the financial year, the Groups remuneration policy and well as the performance of individual employees.
framework were reviewed by internal auditors for compliance with
regulatory guidelines. There were no adverse findings. The Group does not award guaranteed bonuses as part of normal
operations. However as a recruitment strategy, sign-on bonuses
Remuneration Policy and Processes and/or guaranteed bonuses may be selectively offered to key
The remuneration policy is applicable Group-wide and includes hires for the initial year.
overseas subsidiaries and branches. It covers the remuneration
of non-executive directors and employees, including senior There is no accelerated payment of deferred remuneration for
executives and material risk takers. Senior executives include the employees leaving the Group other than in exceptional cases,
Group Chief Executive Officer and employees at the corporate such as death in service. Retiring and retired employees are
grade of Managing Director. Material risk takers include traders/ subject to the same performance conditions on their deferred
dealers at Group head office and trading/dealing desk heads of remuneration as other employees in service. There is no special
major overseas banking subsidiaries, and high-earning employees retirement plan, golden parachute or special severance package
whose compensation exceeds a pre-determined threshold. for senior executives and material risk takers.
In compliance with the requirements under Basel Pillar 3 and the Summary of Risk Weighted Assets (RWA)
MAS Notice 637 Public Disclosure, various additional quantitative
and qualitative disclosures have been included in the annual report RWA
under the sections on Capital Management, Risk Management, $ million
Human Resource, Pillar 3 Disclosure*, Group Financial Review
and Notes to the Financial Statements. The disclosures are to Credit Risk
facilitate the understanding of the UOB Groups risk profile and IRB Approach
assessment of the Groups capital adequacy. Corporate 79,507
Sovereign 80
Bank 11,242
SCOPE OF APPLICATION Residential Mortgage 8,178
Qualifying Revolving Retail 2,183
In accordance with the accounting standards for financial reporting, Other Retail 3,140
all subsidiaries of the Group are fully consolidated from the date Equity 8,854
the Group obtains control until the date such control ceases. The Securitisation 827
Groups investment in associates is accounted for using the equity Total IRB Approach 114,011
method from the date the Group obtains significant influence over
the associates until the date such significant influence ceases. Standardised Approach
Corporate 6,236
However, for the purpose of computing capital adequacy Sovereign 273
requirements at the Group level, investments in a subsidiary that Bank 553
carries out insurance business as an insurer are excluded from Regulatory Retail 2,389
the consolidated financial statements of the Group. In compliance Residential Mortgage 446
with MAS Notice 637 on capital adequacy, such investments are Commercial Real Estate 3,455
deducted from regulatory capital. Fixed Assets 2,272
Other Exposures 1,824
The transfer of funds or regulatory capital within the Group is Total Standardised Approach 17,447
generally subject to regulatory approval.
Credit Valuation Adjustment 2,956
* Semi-annual updates are available on UOBs website at www.UOBGroup.com Central Counterparties 25
Investments approved under section 32 of the
Banking Act (below threshold for deduction) 6,032
Market Risk
Operational Risk
FIRB
Corporate 14,105b 6,936
Sovereign 1,354
Bank 2,231
FIRB Total 17,690 6,936
a The Group currently uses supervisory prescribed haircuts for eligible financial
collateral
b Include other eligible collateral of $9,373 million
0% to 35% 6,494 Large Corporate, SME and Specialised Lending (IPRE) Exposures
50% to 75% 4,550
100% and above 13,678 Exposure-
weighted
Total 24,722
Average
a Net exposures after credit mitigation and provisions Credit RWA EAD Risk Weights
CRR Band $ million $ million %
Credit Exposures Subject to Supervisory Risk Weight under
IRB Approach 19 62,740 96,495 65
10 16 12,986 9,802 132
Default 755
Specialised Equity
Lending (SRW) Total 75,726 107,052 71
Risk Weights $ million $ million
SME: Small and Medium Enterprises
0% to 50% 2,640 IPRE: Income Producing Real Estate
CRR: Customer Risk Rating
51% to 100% 2,300
101% and above 678 2,060
Specialised Lending (CF, PF, SF and UOB Thailands IPRE)
Total 5,618 2,060 Exposures
RWA Exposure-
ECAI $ million weighted Exposure-
Average weighted
Moodys 358 Credit Risk Average Undrawn
S&P 364 RWA EAD Weights LGD $
Fitch PD Band $ million $ million % % million
EL as at 31 December 2012 is a measure of expected credit Total Equity exposures that were deducted from capital amounted
loss based on the credit exposure as at that date. On the to $18 million.
other hand, impairment loss allowance and write-offs are
accounting entries relating to a fluctuating portfolio over Gains and Losses
the course of the financial year. Moreover, write-offs may
relate to defaults from prior years. Unrealised Gains/
(Losses) Realised
EL is estimated based on non-default exposures only, Eligible as CET1 Gains/(Losses)
while impairment loss allowance is an accounting estimate Capital during the Period
of likely loss from defaulted exposures. Write-offs are $ million $ million
recorded on defaulted exposures when no further recovery
is possible. Total 797 76
Management Discussion
and Analysis
Notes:
Certain comparative figures have been restated to conform with the current years presentation.
Certain figures in this section may not add up to the relevant totals due to rounding.
Amounts less than $500,000 in absolute term are shown as 0.
NM denotes not meaningful.
Overview
Performance Review
The Group delivered net earnings of $3.01 billion for 2013, a 7.3% increase over 2012. The record performance was driven by strong
contributions from core income streams as well as profit from associates.
Net interest income grew 5.2% to $4.12 billion in 2013 on robust loans growth across all geographies and industries. Net interest
margin was 1.72%, 15 basis points lower from a year ago as margins compressed due to competition in a sustained low interest
rate environment.
Fee and commission income rose 14.8% to $1.73 billion as broad-based growth was recorded in wealth management, corporate finance
and capital markets, fund management, loan and trade-related businesses. Trading and investment income decreased 19.2% to $544
million on lower gains from sale of securities due to market volatility amid concerns over the US quantitative easing (QE) tapering.
Group operating expenses grew in tandem with income growth to $2.90 billion. Staff costs grew 7.3% as the Group continued to
invest in talent to support its business franchise. Consequently, expense-to-income ratio increased from 42.3% to 43.1%.
Total impairment charges declined to $429 million in 2013 mainly from lower individual impairment on loans. Collective impairment
of $272 million was made in line with loans growth. Total loans charge off rate remained at 30 basis points.
Share of associates profits increased from $87 million to $191 million in 2013, contributed by non-recurring gains on disposal of
investment securities.
Gross customer loans grew steadily by 16.8% during the year to reach $182 billion as at end December 2013. Loans from Singapore
increased 17.7% to $119 billion while regional countries grew 16.8% to $52.7 billion (excluding currency impact).
Customer deposits increased 11.0% year-on-year to $202 billion. The growth was broad-based across products and mainly from
US-dollar deposits. Excluding currency impact, deposits from regional countries rose 11.9% while Singapores deposits grew 10.3%
year-on-year. The Groups loans-to-deposits ratio increased from 84.0% to 88.5% as at 31 December 2013. The Groups funding
base was further diversified with the issuance of $9.73 billion commercial papers under the US$10 billion US commercial paper
programme in 2013.
Asset quality remained resilient. Non-performing loans (NPL) decreased 12.2% to $2.07 billion, while NPL ratio improved from 1.5%
in 2012 to 1.1% in 2013.
Shareholders equity increased 5.2% to $26.4 billion largely contributed by higher retained earnings. Return on shareholders equity
was 12.3% for 2013.
The Group adopted the Basel III framework for its computation of capital adequacy ratios (CAR) in accordance with the revised
MAS Notice 637 with effect from January 2013. The Groups capital position remained strong and well above the MAS minimum
requirements with Common Equity Tier 1, Tier 1 and Total CAR at 13.2%, 13.2% and 16.6% as at 31 December 2013 respectively.
2013 2012
Average Average Average Average
balance Interest rate balance Interest rate
$ million $ million % $ million $ million %
1 Net interest margin represents net interest income as a percentage of total interest bearing assets.
Interest Income
Customer loans 767 (442) 324 670 (8) 661
Interbank balances 135 (80) 54 6 47 53
Securities 14 (86) (72) (69) (85) (154)
Total 915 (608) 307 607 (46) 561
Interest Expense
Customer deposits 222 (118) 104 194 188 382
Interbank balances/others 120 (120) (0) (16) (44) (60)
Total 342 (238) 104 178 144 322
Average assets grew 14.7% in 2013 driven largely by loans growth. Net interest margin was 1.72%, 15 basis points lower when
compared with 2012. The compressed margin was more than compensated by assets growth, bringing net interest income for 2013
to a new high of $4.12 billion.
Non-Interest Income
Compared with 2012, fee and commission income recorded a robust 14.8% growth in 2013 to reach $1.73 billion. The increase
was broad-based, led by double-digit growth in wealth management, fund management and loan-related activities. Trading and
investment income was 19.2% lower at $544 million on lower gains from sale of securities due to market volatility amid concerns
over the US QE tapering.
Operating expenses increased 5.5% to $2.90 billion in 2013 on higher staff costs across Singapore and the regional countries as the
Group continued to invest in talent. Consequently, expense-to-income ratio increased from 42.3% to 43.1%.
Impairment Charges
Credit quality on the loan portfolio remained at healthy level. Total impairment charges for 2013 were lower at $429 million as individual
impairment on loans declined. Collective impairment of $272 million was made in line with loans growth. Total loans charge off rate
remained at 30 basis points for 2013.
Customer Loans
2013 2012
$ million $ million
By Industry
Transport, storage and communication 7,983 6,906
Building and construction 23,845 19,438
Manufacturing 15,999 11,834
Financial institutions 29,173 23,718
General commerce 22,159 18,627
Professionals and private individuals 24,611 22,366
Housing loans 50,487 46,131
Others 7,722 6,833
Total (gross) 181,978 155,855
By Currency
Singapore dollar 101,538 87,733
US dollar 26,923 18,135
Malaysian ringgit 23,308 21,842
Thai baht 9,148 8,103
Indonesian rupiah 4,242 4,573
Others 16,819 15,469
Total (gross) 181,978 155,855
By Maturity
Within 1 year 59,256 48,230
Over 1 year but within 3 years 37,508 29,264
Over 3 years but within 5 years 20,620 19,898
Over 5 years 64,595 58,463
Total (gross) 181,978 155,855
By Geography1
Singapore 119,028 101,095
Malaysia 25,215 23,471
Thailand 9,837 8,516
Indonesia 5,393 5,600
Greater China 12,259 9,176
Others 10,246 7,997
Total (gross) 181,978 155,855
Gross customer loans rose 16.8% year-on-year to reach $182 billion as at 31 December 2013. The robust loans growth was
broad-based across territories and industries. Excluding currency effects, Singapores loan base grew 17.7% to $119 billion while
the loans from regional countries increased 16.8% to $52.7 billion as at 31 December 2013.
2013 2012
$ million $ million
By Grading
Substandard 1,265 1,731
Doubtful 462 369
Loss 587 640
Total 2,314 2,740
By Security Coverage
Secured 1,088 1,003
Unsecured 1,226 1,737
Total 2,314 2,740
By Ageing
Current 295 309
Within 90 days 197 135
Over 90 to 180 days 241 748
Over 180 days 1,581 1,548
Total 2,314 2,740
Cumulative Impairment
Individual 958 1,209
Collective 2,450 2,140
Total 3,408 3,349
2013 2012
NPL NPL ratio NPL NPL ratio
$ million % $ million %
NPL by Industry
Transport, storage and communication 819 10.3 985 14.3
Building and construction 123 0.5 116 0.6
Manufacturing 223 1.4 361 3.1
Financial institutions 102 0.3 144 0.6
General commerce 265 1.2 240 1.3
Professionals and private individuals 192 0.8 130 0.6
Housing loans 311 0.6 268 0.6
Others 39 0.5 118 1.7
Total 2,074 1.1 2,362 1.5
NPL by Geography1
Singapore
2013 812 0.7 237.3 688.2
2012 774 0.8 228.4 470.2
Malaysia
2013 411 1.6 119.5 423.3
2012 401 1.7 109.2 312.9
Thailand
2013 203 2.1 140.4 285.0
2012 223 2.6 100.0 179.8
Indonesia
2013 88 1.6 40.9 128.6
2012 100 1.8 61.0 1,220.0
Greater China
2013 29 0.2 269.0 390.0
2012 42 0.5 171.4 200.0
Others
2013 531 5.2 57.3 60.8
2012 822 10.3 44.0 48.1
Group
2013 2,074 1.1 150.5 298.9
2012 2,362 1.5 123.8 203.9
Asset quality remained resilient. Group NPL improved 12.2% from a year ago to $2.07 billion as at 31 December 2013. NPL ratio
stayed low at 1.1%, while NPL coverage remained adequate at 150.5%.
2013 2012
$ million $ million
By Product
Fixed deposits 110,027 101,286
Savings deposits 45,492 41,637
Current accounts 39,169 32,343
Others 7,319 6,763
Total 202,006 182,029
By Maturity
Within 1 year 198,851 178,478
Over 1 year but within 3 years 2,424 2,886
Over 3 years but within 5 years 424 501
Over 5 years 307 164
Total 202,006 182,029
By Currency
Singapore dollar 106,476 101,924
US dollar 33,211 21,918
Malaysian ringgit 25,847 25,382
Thai baht 9,235 8,096
Indonesian rupiah 4,320 4,403
Others 22,917 20,305
Total 202,006 182,029
Compared to 31 December 2012, customer deposits grew 11.0% year-on-year to reach $202 billion as at 31 December 2013. The
growth was across all products and came largely from US-dollar deposits. Excluding currency impact, deposits from regional countries
rose 11.9% while Singapores deposits grew 10.3%.
2013 2012
$ million $ million
During the year, the Group issued $9.73 billion under the US$10 billion US commercial paper programme to further diversify its
funding base.
Shareholders Equity
2013 2012
$ million $ million
Shareholders equity rose 5.2% year-on-year to $26.4 billion as at 31 December 2013, mainly contributed by higher retained earnings.
As at 31 December 2013, revaluation surplus of $4.10 billion on the Groups properties was not recognised in the financial statements.
2013
Operating income 2,780 2,743 798 585 (186) 6,720
Operating expenses (1,521) (607) (406) (550) 186 (2,898)
Impairment charges (89) (24) (75) (241) (429)
Share of profit of associates and joint ventures 3 188 191
Profit before tax 1,170 2,112 320 (18) 3,584
2012
Operating income 2,548 2,542 924 644 (163) 6,495
Operating expenses (1,410) (564) (367) (569) 163 (2,747)
Impairment charges (78) (330) (56) (12) (476)
Amortisation of intangible assets (2) (5) (7)
Share of profit of associates and joint ventures 87 87
Profit before tax 1,058 1,643 501 149 3,351
1 Transfer prices between operating segments are on arms length basis in a manner similar to transactions with third parties.
The Group is organised to be segment-led across key markets. Global segment heads are responsible for driving business, with
decision-making balanced with a geographical perspective. For internal management purposes, the following segments represent
the key customer segments and business activities:
Others
Segment loss of $18 million in 2013 as compared to profit of $149 million in 2012, mainly due to higher collective impairment and
lower dividend income. This was partly offset by lower operating expenses and higher share of profit of associates.
1 Based on the location where the transactions and assets are booked which approximates that based on the location of the customers and assets. Information is
stated after elimination of inter-segment transactions.
Total operating income grew 3.5% in 2013 to a new record of $6.72 billion, while Group pre-tax profit rose 7.0% to $3.58 billion. The
strong Group performance was contributed largely by the regional countries which posted year-on-year income and pre-tax profit
growth of 9.8% and 6.5% respectively.
Under the Basel III framework, disclosed reserves include the full amount of available-for-sale valuation reserve. Preference shares
and subordinated notes issued are subject to phase derecognition under the Basel III transitional rules. Risk-weighted assets are
exposed to higher capital requirement on exposures to financial institutions and new capital charge on over-the-counter derivatives.
Compared to 31 December 2012, Tier 1 and total capital increased mainly due to higher retained earnings and full recognition of
available-for-sale valuation reserve under the Basel III framework. The increase in risk-weighted assets was contributed by assets
growth as well as from new Basel III requirements, which included higher capital requirement on exposures to financial institutions
and new capital charge on over-the-counter derivatives.
Financial Statements
Contents
73 Directors Report
78 Statement by Directors
79 Independent Auditors Report
80 Income Statements
81 Statements of Comprehensive Income
82 Balance Sheets
83 Statements of Changes in Equity
85 Consolidated Cash Flow Statement
86 Notes to the Financial Statements
The directors are pleased to present their report to the members together with the audited financial statements of United Overseas
Bank Limited (the Bank) and its subsidiaries (collectively, the Group) for the financial year ended 31 December 2013.
Directors
The directors of the Bank in office at the date of this report are:
Neither at the end of nor at any time during the financial year was the Bank a party to any arrangement whose objects are, or one
of whose objects is, to enable the directors of the Bank to acquire benefits by means of the acquisition of shares or debentures of
the Bank or any other body corporate.
The following directors, who held office at the end of the financial year, had, according to the register of directors shareholdings
required to be kept under Section 164 of the Singapore Companies Act, Chapter 50, interests in shares of the Bank or related
corporations as stated below:
The Bank
Ordinary shares
Wee Cho Yaw 18,820,027 18,820,027 18,820,027 263,395,874 263,395,874 262,395,874
Hsieh Fu Hua 25,000 25,000 25,000
Wee Ee Cheong 3,047,878 3,047,878 3,047,878 157,432,871 157,432,871 156,432,871
Cham Tao Soon 10,003 10,003 10,003
Willie Cheng Jue Hiang 50,467 50,467 50,467
James Koh Cher Siang 3,900 3,900 3,900
Except as disclosed in the financial statements, since the end of the previous financial year, no director of the Bank has received or
become entitled to receive a benefit by reason of a contract made by the Bank or a related corporation with the director, or with a
firm of which the director is a member, or with a company in which the director has a substantial financial interest.
The basic fee for service on the Board and additional fees for membership of Board Committees are based on the following annual
fee structure:
Chairman Member
Fee structure $ $
Details of the total fees and other remuneration paid/payable to the directors of the Bank for the financial year ended
31 December 2013 are as follows:
Benefits-
in-kind
Advisory Directors' and
fee fees Salary Bonus others4 Total
$000 $000 $000 $000 $000 $000
1 The advisory fee of $800,000 recommended by the Remuneration Committee for Dr Wee Cho Yaw is subject to shareholders approval at the Annual General Meeting
to be held on 24 April 2014.
2 The basic fee payable to Mr Hsieh Fu Hua as Chairman of the Board is pro-rated as he assumed the role of Chairman of the Board on 25 April 2013.
3 60% of the variable bonus payable to Mr Wee Ee Cheong will be deferred and vest equally over three years subject to the Bank meeting predetermined performance
targets. Of the 60% deferred bonus, half will be issued in the form of performance units which are derived by dividing the amount of deferred bonus by the prevailing
fair value of a UOB share. After vesting, the performance units may be redeemed, and the cash amount payable to Mr Wee Ee Cheong will be determined by multiplying
the number of performance units with the closing price of a UOB share on the date of redemption. The dates of issue and vesting of the performance units are
determined by the Remuneration Committee.
4 Include transport-related allowance and provision of drivers for Dr Wee Cho Yaw, and Messrs Hsieh Fu Hua and Wee Ee Cheong.
The share-based compensation plans, which are administered by the Remuneration Committee, comprise the UOB Restricted Share
Plan and UOB Share Appreciation Rights Plan. Details of these plans are found below and in Note 38 to the financial statements.
UOB Restricted Share Plan and UOB Share Appreciation Rights Plan (the Plans)
Following a review of the remuneration strategy across the Group, the Bank implemented the Plans on 28 September 2007, with a
view to aligning the interests of participating employees with that of shareholders and the Group by fostering a culture of ownership
and enhancing the competitiveness of the Groups remuneration for selected employees.
Employees with a minimum one year of service may be selected to participate in the Plans based on factors such as market-competitive
practices, job level, individual performance, leadership skills and potential. Generally granted on an annual basis, the Remuneration
Committee will determine the number of Restricted Shares (RS) and Share Appreciation Rights (SAR) to be granted, the vesting
period and the conditions for vesting.
RS represent UOB shares that are restricted by time and performance conditions as to when they vest. Upon vesting, participants
will receive UOB shares represented by the RS.
SAR are rights, which upon exercise, confer the right to receive such number of UOB shares (or by exception, cash) equivalent to
the difference between the prevailing market value and the grant value of the underlying UOB shares comprised in the SAR, divided
by the prevailing market value of a UOB share. The grant value is determined with reference to the average of the closing prices of
UOB shares over the three days preceding the grant date. Upon vesting of SAR, participants have up to six years from the date of
grant to exercise their rights.
Subject to the achievement of predetermined return on equity (ROE) targets as shown below, half of the 2010 and subsequent grants
will vest after two years and the remainder after three years from the dates of grant.
Participating employees who leave the Group before vesting of the RS and SAR will forfeit their rights unless otherwise decided by
the Remuneration Committee.
The Plans shall be in force for a period of ten years or such other period as the Remuneration Committee may determine. The Plans
only allow the delivery of UOB ordinary shares held in treasury by the Bank.
The Audit Committee comprises three members, all of whom are non-executive, and the majority of whom are independent directors.
The members of the Audit Committee are:
The Audit Committee has reviewed the financial statements, the internal and external audit plans and audit reports, the external
auditors evaluation of the system of internal accounting controls, the scope and results of the internal and external audit procedures,
the adequacy of internal audit resources, the cost effectiveness, independence and objectivity of the external auditor, the significant
findings of internal audit investigations and interested person transactions. The reviews were made with the internal and external
auditors, the Chief Financial Officer and/or other senior management staff, as appropriate.
Auditor
The Audit Committee has nominated Ernst & Young LLP for re-appointment as auditor of the Bank and Ernst & Young LLP has
expressed its willingness to be re-appointed.
Singapore
14 February 2014
We, Hsieh Fu Hua and Wee Ee Cheong, being two of the directors of United Overseas Bank Limited, do hereby state that in the
opinion of the directors:
(a) the accompanying balance sheets, income statements, statements of comprehensive income, statements of changes in equity
and consolidated cash flow statement together with notes thereto are drawn up so as to give a true and fair view of the state
of affairs of the Bank and of the Group as at 31 December 2013, the results of the business and changes in equity of the Bank
and the Group and cash flows of the Group for the financial year then ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Bank will be able to pay its debts as and when
they fall due.
Singapore
14 February 2014
We have audited the accompanying financial statements of United Overseas Bank Limited (the Bank) and its subsidiaries (collectively,
the Group) set out on pages 80 to 153, which comprise the balance sheets of the Bank and Group as at 31 December 2013, the income
statements, the statements of comprehensive income, and the statements of changes in equity of the Bank and Group and consolidated cash
flow statement of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entitys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements of the Bank and the financial statements of the Group are properly drawn up in accordance
with the provisions of the Act and Singapore Financial Reporting Standards, including the modification of the requirements of FRS 39
Financial Instruments: Recognition and Measurement in respect of loan loss provisioning by Notice to Banks No. 612 Credit Files,
Grading and Provisioning issued by the Monetary Authority of Singapore, so as to give a true and fair view of the state of affairs of
the Group and of the Bank as at 31 December 2013, of the results and changes in equity of the Group and of the Bank and cash
flows of the Group for the year ended on that date.
In our opinion, the accounting and other records required by the Act to be kept by the Bank and by those subsidiaries incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Singapore
14 February 2014
Attributable to:
Equity holders of the Bank 3,007,900 2,803,088 2,298,271 2,236,488
Non-controlling interests 17,175 17,423
3,025,075 2,820,511 2,298,271 2,236,488
The accounting policies and explanatory notes form an integral part of the financial statements.
Total comprehensive income for the financial year, net of tax 2,482,842 3,170,183 2,183,698 2,851,036
Attributable to:
Equity holders of the Bank 2,468,257 3,148,474 2,183,698 2,851,036
Non-controlling interests 14,585 21,709
2,482,842 3,170,183 2,183,698 2,851,036
The accounting policies and explanatory notes form an integral part of the financial statements.
Equity
Share capital and other capital 12 5,332,735 5,271,932 4,501,185 4,440,382
Retained earnings 13 12,002,525 10,221,670 9,255,114 8,120,482
Other reserves 14 9,052,656 9,586,005 9,445,651 9,572,245
Equity attributable to equity holders of the Bank 26,387,916 25,079,607 23,201,950 22,133,109
Non-controlling interests 189,346 192,214
Total equity 26,577,262 25,271,821 23,201,950 22,133,109
Liabilities
Deposits and balances of:
Banks 26,247,399 21,537,916 24,998,782 20,313,747
Non-bank customers 16 202,006,296 182,028,907 151,624,863 135,420,211
Subsidiaries 2,630,069 5,760,363
Bills and drafts payable 1,035,208 1,571,841 254,462 347,932
Derivative financial liabilities 34 5,877,773 5,506,069 5,196,506 5,226,062
Other liabilities 17 2,928,495 3,579,059 1,640,851 1,401,563
Tax payable 488,929 581,808 452,570 501,714
Deferred tax liabilities 18 86,385 21,658
Debts issued 19 18,981,322 12,800,434 18,546,107 9,239,604
Total liabilities 257,651,807 227,627,692 205,344,210 178,211,196
Assets
Cash, balances and placements with central banks 20 26,880,581 33,056,247 13,853,975 21,032,530
Singapore Government treasury bills and securities 9,207,377 10,837,937 9,078,394 10,696,976
Other government treasury bills and securities 6,992,782 10,628,888 2,911,501 6,328,674
Trading securities 21 628,131 259,559 566,338 151,305
Placements and balances with banks 22 30,188,761 14,254,272 26,809,318 11,710,269
Loans to non-bank customers 23 178,856,863 152,929,817 136,538,266 114,013,150
Placements with and advances to subsidiaries 7,690,587 5,263,143
Derivative financial assets 34 5,779,497 5,455,567 5,030,302 5,231,725
Assets pledged 24 2,655,106 2,988,005 2,421,337 2,935,561
Investment securities 25 12,106,028 11,090,754 10,935,376 9,760,202
Other assets 26 3,212,523 3,581,684 2,099,375 2,566,004
Deferred tax assets 18 287,710 296,682 66,396 94,001
Investment in associates and joint ventures 27 996,605 1,102,150 269,233 328,721
Investment in subsidiaries 28 4,752,499 4,759,449
Investment properties 30 984,905 1,015,858 1,280,779 1,289,807
Fixed assets 31 1,308,390 1,233,761 1,060,665 1,000,969
Intangible assets 32 4,143,810 4,168,332 3,181,819 3,181,819
Total assets 284,229,069 252,899,513 228,546,160 200,344,305
The accounting policies and explanatory notes form an integral part of the financial statements.
The Group
Attributable to equity holders of the Bank
Share Non-
capital and Retained Other controlling Total
other capital earnings reserves Total interests equity
$000 $000 $000 $000 $000 $000
2013
Balance at 1 January 5,271,932 10,221,670 9,586,005 25,079,607 192,214 25,271,821
2012
Balance at 1 January 5,253,129 8,498,587 9,215,382 22,967,098 176,870 23,143,968
The accounting policies and explanatory notes form an integral part of the financial statements.
The Bank
Share
capital and Retained Other Total
other capital earnings reserves equity
$000 $000 $000 $000
2013
Balance at 1 January 4,440,382 8,120,482 9,572,245 22,133,109
2012
Balance at 1 January 4,421,579 6,894,954 8,965,442 20,281,975
The accounting policies and explanatory notes form an integral part of the financial statements.
2013 2012
$000 $000
The accounting policies and explanatory notes form an integral part of the financial statements.
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. Corporate Information
United Overseas Bank Limited (the Bank) is a limited liability company incorporated and domiciled in Singapore. The registered
office of the Bank is at 80 Raffles Place, UOB Plaza, Singapore 048624.
The Bank is principally engaged in the business of banking in all its aspects. The principal activities of its major subsidiaries
are set out in Note 28b to the financial statements.
The financial statements of the Bank and its subsidiaries (collectively, the Group) have been prepared in accordance
with Singapore Financial Reporting Standards (FRS) as required by the Singapore Companies Act, with modification
to FRS39 Financial Instruments: Recognition and Measurement in respect of loan loss provisioning, as provided in
Monetary Authority of Singapore (MAS) Notice 612 Credit Files, Grading and Provisioning.
The financial statements have been prepared under the historical cost convention, except for available-for-sale financial
assets, financial instruments at fair value through profit or loss and all financial derivatives. In addition, the carrying
amount of assets and liabilities that are designated as hedged items in a fair value hedge are adjusted for fair value
changes attributable to the hedged risks.
The financial statements are presented in Singapore dollars and to the nearest thousand unless otherwise indicated.
The Group adopted the following revised FRS during the financial year. The adoption of these FRS did not have any
significant effect on the financial statements of the Group.
Other than the above changes, the accounting policies applied by the Group in the financial year were consistent with
those adopted in the previous financial year.
The following new/revised FRS that are in issue will apply to the Group for the financial year beginning 1 January 2014:
These pronouncements are not expected to have a significant impact on the financial statements of the Group
when adopted.
(c) Subsidiaries
Subsidiaries are entities over which the Group has the power to govern their financial and operating policies. The Group
generally has such power when it directly or indirectly holds more than 50% of the issued share capital, or controls
more than 50% of the voting power or the composition of the board of directors, of the entities.
Subsidiaries are consolidated from the date the Group obtains control until the date such control ceases. Inter-company
transactions and balances are eliminated. Adjustments are made to align the accounting policies of the subsidiaries
to those of the Group. The portion of profit or loss and net assets of subsidiaries that belong to the non-controlling
interests is disclosed separately in the consolidated financial statements. Gain or loss arising from changes of the
Banks interest in subsidiaries is recognised in the income statement if they result in loss of control in the subsidiaries,
otherwise, in equity.
Acquisition of subsidiaries is accounted for using the acquisition method. Consideration for the acquisition includes
fair value of the assets transferred, liabilities incurred, equity interests issued, contingent consideration and existing
equity interest in the acquiree. Identifiable assets acquired and liabilities and contingent liabilities assumed are, with
limited exceptions, measured at fair values at the acquisition date. Non-controlling interests that are equity interests
are measured at fair value or the proportionate share of the acquirees net identifiable assets at the acquisition date,
determined on a case by case basis. All other components of non-controlling interests are measured at their acquisition-
date fair values. Acquisition-related costs are expensed off when incurred. Goodwill is determined and accounted for
in accordance with Note 2j(i).
Prior to 1 January 2010, acquisition of subsidiaries was accounted for using the purchase method. Acquisition-related
costs were capitalised. Non-controlling interests were measured at the proportionate share of the acquirees net
identifiable assets. Where business combinations were achieved in stages, fair value adjustments to previously held
interests were recognised in equity. Contingent consideration was recognised only if the Group had a present obligation
and the economic outflow was more likely than not to occur and could be reliably measured. Goodwill was adjusted
for subsequent measurements of the contingent consideration.
In the Banks separate financial statements, investment in subsidiaries is stated at cost less allowance for impairment,
if any, determined on an individual basis.
Associates are entities, not being subsidiaries or joint ventures, in which the Group has significant influence. This
generally coincides with the Group having between 20% and 50% of the voting power or representation on the board
of directors. Joint ventures are entities whereby the Group and its joint venture partners enter into a contractual
arrangement to undertake an economic activity which is jointly controlled and none of the parties involved unilaterally
has control over the entities.
The Groups investment in associates and joint ventures is accounted for using the equity method from the date the
Group obtains significant influence or joint control over the entities until the date such significant influence or joint control
ceases. Unrealised gains on transactions with associates and joint ventures are eliminated to the extent of the Groups
interest in the entities. Unrealised losses are also eliminated unless they relate to impairment of the assets transferred.
Adjustments are made to align the accounting policies of the associates and joint ventures to those of the Group.
Under the equity method, the Groups investment in associates and joint ventures is carried in the balance sheet at cost
(including goodwill on acquisition), plus post-acquisition changes in the Groups share of net assets of the associates
and joint ventures, less allowance for impairment, if any, determined on an individual basis. The Group recognises its
share of the results of operations and changes in other comprehensive income of the associates and joint ventures
in the consolidated income statement and in equity respectively. Where the share of losses of an associate or joint
venture exceeds the Groups interest in the associate or joint venture, such excess is not recognised in the consolidated
income statement.
Upon loss of significant influence over the associates or joint control over the joint ventures, any resulting gain or loss
is recognised in the income statement and the related share of reserves is accounted for in the same manner as if
the associates or joint ventures have directly disposed of the related assets and liabilities. Any retained investment is
measured at its fair value.
In the Banks separate financial statements, investment in associates and joint ventures is stated at cost less allowance
for impairment, if any, determined on an individual basis.
On initial recognition, transactions in foreign currencies are recorded in the respective functional currencies of the
Bank and its subsidiaries at the exchange rate ruling at the transaction date. Subsequent to initial recognition,
monetary assets and monetary liabilities denominated in foreign currencies are translated at the closing rate
of exchange ruling at the balance sheet date. Non-monetary items that are measured at historical cost in a
foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rate at the date when the
fair value is determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at balance
sheet date are recognised in the income statement. Exchange differences arising from monetary items that
form part of the net investment in foreign operations, or on foreign currency borrowings that provide a hedge
against a net investment in a foreign operation, are recognised initially in the foreign currency translation reserve
in the consolidated balance sheet, and subsequently in the consolidated income statement on disposal of the
foreign operation.
Revenue and expenses of foreign operations are translated into Singapore dollars at the weighted average
exchange rate for the financial year which approximates the exchange rate at the transaction date. Foreign
operations assets and liabilities are translated at the exchange rate ruling at the balance sheet date. All
resultant exchange differences are recognised in the foreign currency translation reserve, and subsequently to
the consolidated income statement upon disposal of the foreign operations. In the case of a partial disposal
without loss of control of a subsidiary, the proportionate share of the accumulated exchange differences are
not recognised in the income statement but re-attributed to the non-controlling interests. For partial disposal of
an associate or joint venture, the proportionate share of the accumulated exchange differences is reclassified
to income statement.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are recorded in the functional
currency of the foreign operations and translated at the exchange rate ruling at the balance sheet date. For
acquisitions prior to 1 January 2005, goodwill and fair value adjustments were recorded in Singapore dollars at
the exchange rate prevailing at the date of acquisition.
(i) Classification
Financial instruments are classified as held for trading if they are acquired for short-term profit taking. Financial
derivatives are classified as held for trading unless they are designated as hedging instruments.
Financial instruments are designated as fair value through profit or loss if they meet the following criteria:
the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise
from measuring the assets or liabilities on a different basis;
the assets and liabilities are managed on a fair value basis in accordance with a documented risk
management or investment strategy; or
the financial instrument contains an embedded derivative that would otherwise require bifurcation.
Held-to-maturity
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-
to-maturity when the Group has the intention and ability to hold the assets till maturity.
Available-for-sale
Non-derivative financial assets that are not classified into any of the preceding categories and are available for
sale are classified in this category.
Non-trading liabilities
Non-derivative financial liabilities that are not held for active trading or designated as fair value through profit
or loss are classified as non-trading liabilities.
(ii) Measurement
Initial measurement
Financial instruments are initially recognised at their fair value plus transaction costs directly attributable to the
acquisition or issuance of the instruments. For financial instruments classified as fair value through profit or
loss, transaction costs are expensed off.
Subsequent measurement
Financial instruments classified as held for trading and designated as fair value through profit or loss are measured
at fair value with fair value changes recognised in the income statement.
Available-for-sale assets are measured at fair value with fair value changes taken to the fair value reserve, and
subsequently to the income statement upon disposal or impairment of the assets.
All other financial instruments are measured at amortised cost using the effective interest method less allowance
for impairment.
Interest and dividend on all non-derivative financial instruments are recognised as such accordingly.
Financial instruments are recognised when the Group becomes a party to the contractual provision of the
instruments. All regular way purchases and sales of financial assets that require delivery within the period
generally established by regulation or market convention are recognised on the settlement date.
Financial instruments are derecognised when the contractual rights to cash flows and risks and rewards
associated with the instruments are substantially transferred, cancelled or expired. On derecognition, the
difference between the carrying amount of the instruments and the consideration received/paid, less the
accumulated gain or loss that has been recognised in equity are taken to the income statement.
(iv) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when there
is a legally enforceable right to set off and an intention to settle them on a net basis, or to realise the assets and
settle the liabilities simultaneously.
(v) Impairment
Individual impairment
Financial assets, other than those measured at fair value through profit or loss, are subject to impairment review
at each balance sheet date. Impairment loss is recognised when there is objective evidence such as significant
financial difficulty of the issuer/obligor, significant or prolonged decline in market prices and adverse economic
indicators that the recoverable amount of an asset is below its carrying amount.
Financial assets that are individually significant are assessed individually. Those not individually significant are
grouped together based on similar credit risks and assessed as a portfolio.
For financial assets carried at amortised cost, impairment loss is determined as the difference between the
assets carrying amount and the present value of estimated future cash flows discounted at the original effective
interest rate. The loss is recognised in the income statement.
For available-for-sale assets, impairment loss is determined as the difference between the assets cost and the
current fair value, less any impairment loss previously recognised in the income statement. The loss is transferred
from the fair value reserve to the income statement. For available-for-sale equity instruments, subsequent
recovery of the impairment loss is written back to the fair value reserve.
Financial assets are written off when all avenues of recovery have been exhausted.
Collective impairment
Collective impairment is made for estimated losses inherent in but not currently identifiable to the individual
financial assets. The allowance is made based on managements experience and judgement and taking into
account country and portfolio risks. A minimum of 1% of credit exposure net of collaterals and individual
impairment is maintained by the Group in accordance with the transitional provision set out in MAS Notice 612.
Financial derivatives with positive and negative fair values are presented as assets and liabilities in the balance sheet
respectively. Derivatives embedded in other financial instruments are accounted for separately as derivatives if their
economic characteristics and risks are not closely related to those of the host contracts and the host contracts are
not carried at fair value through profit or loss.
Fair value changes of the hedging instrument are recognised in the income statement. Fair value changes of the
hedged item attributable to the hedged risk are taken to the income statement with corresponding adjustment
made to the carrying amount of the hedged item. The adjustment is amortised over the expected life of the
hedged item when the hedge is terminated or no longer meets the hedge accounting criteria.
Fair value changes of the hedging instrument relating to the effective portion of the hedge are taken to the foreign
currency translation reserve while those relating to the ineffective portion are recognised in the income statement.
The amount taken to the reserve is transferred to the income statement upon disposal of the foreign operation.
Investment properties and fixed assets are stated at cost less accumulated depreciation and allowance for impairment.
Investment properties are properties held for rental income and/or capital appreciation while owner-occupied properties
are those for office use.
Freehold land and leasehold land exceeding 99 years tenure are not depreciated. Other leasehold land is depreciated
on a straight-line basis over the lease period. Buildings are depreciated on a straight-line basis over 50 years or the
lease period, whichever is shorter. Other fixed assets are depreciated on a straight-line basis over their expected useful
lives of five to ten years. The expected useful life, depreciation method and residual value of investment properties
and fixed assets are reviewed annually.
Investment properties and fixed assets are reviewed for impairment when events or changes in circumstances indicate
that their recoverable amounts, being the higher of fair value less cost to sell and value in use, may be below their
carrying amounts.
Investment properties and fixed assets are derecognised upon disposal and the resulting gain or loss is recognised
in the income statement.
(i) Goodwill
Goodwill in a business combination represents the excess of (a) the consideration transferred, the amount of
any non-controlling interest in the acquiree and the acquisition-date fair value of any previously held equity
interest in the acquiree over (b) the net fair value of the identifiable assets acquired and liabilities and contingent
liabilities assumed. Where (b) exceeds (a) and the measurement of all amounts has been reviewed, the gain is
recognised in the income statement.
Prior to 1 January 2010, goodwill in a business combination represented the excess of acquisition cost over net
fair value of the identifiable assets acquired and liabilities and contingent liabilities assumed.
After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any.
Goodwill is reviewed for impairment annually or more frequently if the circumstances indicate that its carrying
amount may be impaired. At the date of acquisition, goodwill is allocated to the cash-generating units (CGU)
expected to benefit from the synergies of the business combination. The Groups CGU correspond with the
operating segments reported in Note 40a. Where the recoverable amount, being the higher of fair value less
cost to sell and value in use, of a CGU is below its carrying amount, the impairment loss is recognised in the
income statement and subsequent reversal is not allowed.
Other intangible assets acquired are measured at cost on initial recognition. Subsequent to initial recognition,
they are measured at cost less accumulated amortisation and impairment losses, if any.
Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful lives and
assessed for impairment whenever there is an indication of impairment. The amortisation charges are recognised
in the income statement. The useful life and amortisation method are reviewed annually.
Intangible assets with indefinite useful lives are not amortised but reviewed for impairment annually or more
frequently if the circumstances indicate that the recoverable amounts, being the higher of fair value less cost
to sell and value in use, may be below their carrying amounts.
(k) Tax
Current tax is measured at the amount expected to be recovered from or paid to the tax authorities. The tax rate
and tax law applied are those that are enacted or substantively enacted by the balance sheet date.
Deferred tax is provided using the liability method on all significant temporary differences between the tax
bases and carrying amounts of assets and liabilities. Deferred tax is measured at the tax rate that is expected
to apply when the assets are realised or the liabilities are settled, based on the tax rate and tax law that have
been enacted or substantively enacted by the balance sheet date.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the deductible temporary differences can be utilised. Deferred tax assets are offset against deferred
tax liabilities if a legally enforceable right to set off current tax assets against current tax liabilities exists and the
deferred taxes relate to the same taxable entity and tax authority.
Deferred tax is not provided for temporary differences arising from initial recognition of goodwill or of an asset or
liability that does not affect accounting or taxable profit, and taxable temporary differences related to investments
in subsidiaries, associates and joint ventures where the timing of reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax is taken to equity for gains and losses recognised directly in equity.
(l) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation where an outflow of resources
to settle the obligation is probable and a reliable estimate can be made.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. When an outflow
of resources to settle the obligation is no longer probable, the provision is reversed.
Fee and commission income is recognised when services are rendered. For services that are provided over a period
of time, fee and commission income is recognised over the service period.
Base pay, cash bonuses, allowances, commissions and defined contributions under regulations are recognised in the
income statement when incurred.
Leave entitlements are recognised when they accrue to employees. Provision for leave entitlements is made based on
contractual terms with adjustment for expected attrition.
Cost of share-based compensation is expensed to the income statement over the vesting period with corresponding
increase in the share-based compensation reserve. The estimated number of grants to be ultimately vested and its
financial impact are reviewed on the balance sheet date and adjustments made accordingly to reflect changes in the
non-market vesting conditions.
Dividends are accounted for as an appropriation of retained earnings. Interim dividends on ordinary shares and dividends
on preference shares are recorded when declared payable while final dividends on ordinary shares are recognised
upon approval of equity holders.
Repurchase agreements (Repo) are treated as collateralised borrowing and the amounts borrowed are reported under
deposits and balances of banks and non-bank customers accordingly. The assets sold under Repo are classified as
assets pledged in the balance sheet.
Reverse Repo are treated as collateralised lending and the amounts lent are reported under placements and balances
with banks and loans to non-bank customers accordingly.
The difference between the amounts received and paid under Repo and reverse Repo are accounted for as interest
expense and interest income respectively.
Ordinary shares reacquired are accounted for as treasury shares and the consideration paid including directly attributable
costs are presented as a component within equity until they are cancelled, sold or reissued. Upon cancellation, the cost
of treasury shares is deducted against share capital or retained earnings accordingly. Gain or loss from subsequent
sale or reissue of treasury shares is recognised in equity.
Preparation of the financial statements in conformity with FRS requires certain accounting estimates and judgements
to be made. Areas where such estimates and judgements could have significant effects on the financial statements
are as follows:
Individual impairment of financial assets assessment of the timing and amount of future cash flows and
collateral value and determination of prolonged decline in market prices.
Collective impairment of financial assets assessment of country, industry and other portfolio risk, historical
loss experience and economic indicators.
Impairment review of goodwill projection of recoverable amount and determination of growth rates and
discount rates.
Fair valuation of financial instruments selection of valuation models and data inputs for financial instruments
with no active markets.
Provision of income taxes interpretation of tax regulations on certain transactions and computations.
As the estimates and judgements are made based on parameters at the time the financial statements are prepared,
actual results could differ from those disclosed in the financial statements due to subsequent changes in the parameters.
3. Interest Income
4. Interest Expense
7. Staff Costs
Of which:
Advisory/Directors fees 4,245 5,331 2,855 4,073
Depreciation of assets 130,038 121,493 78,248 71,950
Rental expenses 121,876 112,103 79,999 79,240
Auditors remuneration paid/payable to:
Auditors of the Bank 2,282 2,114 1,662 1,536
Affiliates of auditors of the Bank 2,024 2,285 570 558
Other auditors 229 210 106 99
Non-audit fees paid/payable to:
Auditors of the Bank 255 191 220 191
Affiliates of auditors of the Bank 117 179 53 144
Other auditors
Expenses on investment properties 43,886 42,741 30,632 31,167
Tax charge on profit for the financial year differs from the theoretical amount computed using Singapore corporate tax rate
due to the following factors:
Prima facie tax calculated at tax rate of 17% (2012: 17%) 576,842 554,853 448,489 431,791
Effect of:
Income taxed at concessionary rates (54,648) (25,649) (42,806) (25,608)
Different tax rates in other countries 111,272 46,677 36,428 (10,448)
Losses of foreign operations not offset against
taxable income of Singapore operations 132 21,615 132 21,615
Income not subject to tax (66,604) (73,718) (66,494) (79,681)
Expenses not deductible for tax 39,694 51,775 26,034 47,878
Others 817 (565) (88) (26)
Tax expense on profit of the financial year 607,505 574,988 401,695 385,521
Basic and diluted earnings per share (EPS) are determined as follows:
The Group
2013 2012
EPS ($)
Basic 1.84 1.72
Diluted 1.84 1.71
(a)
2013 2012
Number Number
of shares Amount of shares Amount
000 $000 000 $000
Ordinary shares
Balance at 1 January and 31 December 1,590,494 3,427,638 1,590,494 3,427,638
Treasury shares
Balance at 1 January (15,733) (304,667) (16,570) (323,470)
Share buyback held in treasury (684) (10,657)
Issue of shares under share-based
compensation plans 1,664 32,221 1,521 29,460
Balance at 31 December (14,069) (272,446) (15,733) (304,667)
(b) The ordinary shares have no par value and were fully paid. The holders of ordinary shares (excluding treasury shares)
have unrestricted rights to dividends, return of capital and voting.
(c) During the financial year, the Bank issued 1,664,000 (2012: 1,521,000) treasury shares to participants of the
share-based compensation plans.
(d) The 4.90% non-cumulative non-convertible perpetual capital securities were issued by the Bank on 23 July 2013.
The capital securities are perpetual securities but may be redeemed at the option of the Bank on 23 July 2018 or any
distribution payment date thereafter or upon the occurrence of certain redemption events. The principal of the capital
securities can be written down in full or in part upon notification of non-viability by MAS.
The capital securities bear a fixed distribution rate of 4.90% per annum, subject to a reset on 23 July 2018 (and every
five years thereafter) to a rate equal to the prevailing five-year SGD SOR plus the initial margin of 3.195%. Distributions
are payable semi-annually on 23 January and 23 July of each year, unless cancelled by the Bank at its sole discretion
or unless the Bank has no obligation to pay the distributions.
The capital securities constitute direct, unsecured and subordinated obligations of the Bank and rank pari passu without
preference among themselves.
(e) The 4.75% non-cumulative non-convertible perpetual capital securities were issued by the Bank on 19 November
2013. The capital securities are perpetual securities but may be redeemed at the option of the Bank on 19 November
2019 or any distribution payment date thereafter or upon the occurrence of certain redemption events. The principal
of the capital securities can be written down in full or in part upon notification of non-viability by MAS.
The capital securities bear a fixed distribution rate of 4.75% per annum, subject to a reset on 19 November 2019
(and every six years thereafter) to a rate equal to the prevailing six-year SGD SOR plus the initial margin of 2.92%.
Distributions are payable semi-annually on 19 May and 19 November of each year, unless cancelled by the Bank at its
sole discretion or unless the Bank has no obligation to pay the distributions.
The capital securities constitute direct, unsecured and subordinated obligations of the Bank and rank pari passu without
preference among themselves.
(f) The non-cumulative non-convertible guaranteed SPV-A preference shares of US$0.01 each with liquidation preference of
US$100,000 per share were issued on 13 December 2005 by the Bank via its wholly-owned subsidiary, UOB Cayman I
Limited. The entire proceeds were used by the subsidiary to subscribe for the US$500 million subordinated note (Note
19b(vii)) issued by the Bank.
The shares are perpetual securities with no maturity date. They are redeemable in whole but not in part, (a) at the
discretion of the subsidiary for cashon any dividend payment dateon or after 15 March 2016 or (b) at the discretion of
the Bank, for cash or for one Class A preference share per SPV-A preference share in the event ofcertain changes in the
tax laws of Singapore or the Cayman Islands, or on any day after 13 December 2010 on the occurrence of certain special
events. The SPV-A preference shares will be automatically redeemed upon the occurrence of certain specific events.
The shares are guaranteed by the Bank on a subordinated basis in respect of dividends and redemption payments. In
the event any dividend or guaranteed payment with respect to the shares is not paid in full, the Bank and its subsidiaries
(other than those carrying on banking business) that have outstanding preference shares or other similar obligations
that constitute Tier 1 capital of the Group on an unconsolidated basis are estopped from declaring and paying any
dividend or other distributions in respect of their ordinary shares or any other security or obligation of the Group ranking
pari passu with or junior to the subordinated guarantee.
Dividends on the shares are payable at the sole discretion of the Bank semi-annually at an annual rate of 5.796% of
the liquidation preference from 15 March 2006 to and including 15 March 2016. After 15 March 2016, dividends are
payable quarterly at a floating rate per annum equal to the three-month LIBOR plus 1.745%.
(g) The perpetual capital securities and SPV-A preference shares qualify as Tier 1 capital for the calculation of the Groups
capital adequacy ratios.
(h) As at 31 December 2013 and 2012, the Bank has the following unissued non-cumulative non-convertible preference shares:
Class A 20 US$100
Class B 200 S$10
Class C 40 EUR50
In relation to the issue of the SPV-A preference shares (Note 12f), 5,000 Class A preference shares have been provisionally
allotted to the holders of the SPV-A preference shares on a one-for-one basis.
(a)
(b) The retained earnings are distributable reserves except for an amount of $565,044,000 (2012: $436,060,000), being
the Groups share of revenue reserves of associates and joint ventures which is distributable only upon realisation by
way of dividend from or disposal of investment in the associates and joint ventures.
(c) In respect of the financial year ended 31 December 2013, the directors have proposed a final one-tier tax-exempt
dividend of 50 cents and a special one-tier tax-exempt dividend of 5 cents per ordinary share amounting to a total
dividend of $867,033,000. The proposed dividend will be accounted for in Year 2014 financial statements upon approval
of the equity holders of the Bank.
(a)
The Group
Share of
Foreign reserves of
Fair currency Share-based associates
value translation compensation Merger Statutory General and joint
reserve reserve reserve reserve reserve reserve ventures Others Total
$000 $000 $000 $000 $000 $000 $000 $000 $000
2013
Balance at 1 January 658,222 (940,527) 50,400 3,266,744 3,235,861 3,422,847 148,278 (255,820) 9,586,005
Other comprehensive
income for the financial
year attributable to
equity holders of the
Bank (179,644) (259,324) (96,369) (535,337)
Transfers 31,535 (6,531) (1,946) 23,058
Share-based
compensation 28,559 28,559
Reclassification of share-
based compensation
reserves on expiry (6,038) (6,038)
Issue of treasury shares
under share-based
compensation plans (27,730) (4,491) (32,221)
Increase in statutory
reserves 593 593
Change in non-controlling
interests (9,374) (9,374)
Redemption of preference
shares (2,589) (2,589)
Balance at 31 December 478,578 (1,199,851) 45,191 3,266,744 3,267,989 3,416,316 51,909 (274,220) 9,052,656
2012
Balance at 1 January 17,615 (613,476) 51,367 3,266,744 3,203,212 3,422,514 116,448 (249,042) 9,215,382
Other comprehensive
income for the financial
year attributable to
equity holders of the
Bank 640,607 (327,051) 31,830 345,386
Transfers 32,649 333 32,982
Share-based
compensation 21,715 21,715
Issue of treasury shares
under share-based
compensation plans (22,682) (6,778) (29,460)
Balance at 31 December 658,222 (940,527) 50,400 3,266,744 3,235,861 3,422,847 148,278 (255,820) 9,586,005
(a) (continued)
The Bank
Foreign
Fair currency Share-based
value translation compensation Merger Statutory General
reserve reserve reserve reserve reserve reserve Others Total
$000 $000 $000 $000 $000 $000 $000 $000
2013
Balance at 1 January 675,064 (88,676) 50,400 3,266,744 2,752,922 2,930,499 (14,708) 9,572,245
Other comprehensive income for the
financial year (126,745) 12,440 (114,305)
Share-based compensation 28,559 28,559
Reclassification of share-based
compensation reserves on expiry (6,038) (6,038)
Issue of treasury shares under share-
based compensation plans (27,730) (4,491) (32,221)
Redemption of preference shares (2,589) (2,589)
Balance at 31 December 548,319 (76,236) 45,191 3,266,744 2,752,922 2,930,499 (21,788) 9,445,651
2012
Balance at 1 January 45,925 (74,085) 51,367 3,266,744 2,752,922 2,930,499 (7,930) 8,965,442
Other comprehensive income for the
financial year 629,139 (14,591) 614,548
Share-based compensation 21,715 21,715
Issue of treasury shares under share-
based compensation plans (22,682) (6,778) (29,460)
Balance at 31 December 675,064 (88,676) 50,400 3,266,744 2,752,922 2,930,499 (14,708) 9,572,245
(b) Fair value reserve contains cumulative fair value changes of outstanding available-for-sale assets.
(c) Foreign currency translation reserve represents differences arising from the use of year end exchange rates versus
historical rates in translating the net assets of foreign operations, net of effective portion of the fair value changes of
related hedging instruments.
(d) Share-based compensation reserve reflects the Banks and the Groups commitments under the share-based
compensation plans.
(e) Merger reserve represents the premium on shares issued in connection with the acquisition of Overseas Union Bank Limited.
(f) Statutory reserve is maintained in accordance with the provisions of applicable laws and regulations. This reserve is
non-distributable unless otherwise approved by the relevant authorities.
Under the Banking (Reserve Fund) (Transitional Provision) Regulations 2007, the Bank may distribute or utilise its
statutory reserve provided that the amount distributed or utilised for each financial year does not exceed 20% of the
reserve as at 30 March 2007.
(g) General reserve has not been earmarked for any specific purpose.
(h) Share of reserves of associates and joint ventures comprises the Groups share of associates and joint ventures
post-acquisition revenue reserve at 1 January 1998 and other reserves, adjusted for goodwill arising from acquisition
of associates and joint ventures prior to 1 January 2001. These reserves are non-distributable until they are realised
by way of dividend from or disposal of investment in the associates and joint ventures.
The Groups share of profit of associates and joint ventures is included in the retained earnings with effect from
1 January 1998.
(i) Other reserves include amounts transferred from retained earnings pertaining to gains on sale of investments by certain
subsidiaries in accordance with their memorandums and articles of association, bonus shares issued by subsidiaries,
gains and losses on issue of treasury shares under the share-based compensation plans, as well as the difference
between consideration paid and interest acquired from non-controlling interests of subsidiaries.
(a)
The Group
Designated
as fair value Loans and
through receivables/
Held for profit or Available- amortised
trading loss for-sale cost Total
$000 $000 $000 $000 $000
2013
Cash, balances and placements with
central banks 657,019 4,116,101 22,107,461 26,880,581
Singapore Government treasury bills
and securities 9,207,377 9,207,377
Other government treasury bills
and securities 1,345,110 5,647,672 6,992,782
Trading securities 628,131 628,131
Placements and balances with banks 558,666 796,412 28,833,683 30,188,761
Loans to non-bank customers 178,856,863 178,856,863
Derivative financial assets 5,779,497 5,779,497
Assets pledged 134,097 2,521,009 2,655,106
Investment securities
Debt 655,873 7,882,190 194,337 8,732,400
Equity 3,373,628 3,373,628
Other assets 587,234 151,127 2,389,466 3,127,827
Total financial assets 9,689,754 655,873 33,695,516 232,381,810 276,422,953
Non-financial assets 7,806,116
Total assets 284,229,069
(a) (continued)
The Group
Designated
as fair value Loans and
through receivables/
Held for profit or Available- amortised
trading loss for-sale cost Total
$000 $000 $000 $000 $000
2012
Cash, balances and placements with
central banks 2,668,549 7,873,821 22,513,877 33,056,247
Singapore Government treasury bills
and securities 460,186 10,377,751 10,837,937
Other government treasury bills
and securities 1,244,081 9,384,807 10,628,888
Trading securities 259,559 259,559
Placements and balances with banks 184,177 959,827 13,110,268 14,254,272
Loans to non-bank customers 10,112 152,919,705 152,929,817
Derivative financial assets 5,455,567 5,455,567
Assets pledged 418,316 2,569,689 2,988,005
Investment securities
Debt 684,016 7,033,223 207,299 7,924,538
Equity 3,166,216 3,166,216
Other assets 1,117,870 75,574 2,195,684 3,389,128
Total financial assets 11,808,305 694,128 41,440,908 190,946,833 244,890,174
Non-financial assets 8,009,339
Total assets 252,899,513
(a) (continued)
The Bank
Designated
as fair value Loans and
through receivables/
Held for profit or Available- amortised
trading loss for-sale cost Total
$000 $000 $000 $000 $000
2013
Cash, balances and placements with
central banks 400,423 3,616,857 9,836,695 13,853,975
Singapore Government treasury bills
and securities 9,078,394 9,078,394
Other government treasury bills
and securities 47,993 2,863,508 2,911,501
Trading securities 566,338 566,338
Placements and balances with banks 347,088 796,412 25,665,818 26,809,318
Loans to non-bank customers 136,538,266 136,538,266
Placements with and advances to
subsidiaries 736,198 6,954,389 7,690,587
Derivative financial assets 5,030,302 5,030,302
Assets pledged 134,097 2,287,240 2,421,337
Investment securities
Debt 394,335 6,894,310 608,463 7,897,108
Equity 3,038,268 3,038,268
Other assets 642,062 41,448 1,348,053 2,031,563
Total financial assets 7,904,501 394,335 28,616,437 180,951,684 217,866,957
Non-financial assets 10,679,203
Total assets 228,546,160
(a) (continued)
The Bank
Designated
as fair value Loans and
through receivables/
Held for profit or Available- amortised
trading loss for-sale cost Total
$000 $000 $000 $000 $000
2012
Cash, balances and placements with
central banks 1,627,599 3,989,755 15,415,176 21,032,530
Singapore Government treasury bills
and securities 460,186 10,236,790 10,696,976
Other government treasury bills
and securities 6,328,674 6,328,674
Trading securities 151,305 151,305
Placements and balances with banks 134,670 945,217 10,630,382 11,710,269
Loans to non-bank customers 10,112 114,003,038 114,013,150
Placements with and advances to
subsidiaries 26,811 5,236,332 5,263,143
Derivative financial assets 5,231,725 5,231,725
Assets pledged 418,316 2,517,245 2,935,561
Investment securities
Debt 537,146 6,165,005 207,299 6,909,450
Equity 2,850,752 2,850,752
Other assets 1,107,144 51,532 1,403,322 2,561,998
Total financial assets 9,157,756 547,258 33,084,970 146,895,549 189,685,533
Non-financial assets 10,658,772
Total assets 200,344,305
(b) Certain financial derivatives were designated as hedging instruments for fair value hedges as set out in Note 35a.
(c) For the financial instruments designated as fair value through profit or loss, the amounts receivable/payable at maturity
are as follows:
Financial assets
Loans to non-bank customers 9,908 9,908
Investment debt securities 643,014 670,244 390,507 532,122
643,014 680,152 390,507 542,030
Financial liabilities
Deposits and balances of banks, non-bank
customers and subsidiaries 2,080,785 1,463,861 1,390,067 1,095,524
Debts issued 16,550 19,350 16,550 19,350
2,097,335 1,483,211 1,406,617 1,114,874
(d) Included in the available-for-sale assets as at 31 December 2013 were investment equity securities of $958,132,000
(2012: $928,537,000) at the Bank and $987,335,000 (2012: $959,813,000) at the Group that were carried at cost
as their fair values could not be reliably measured. These securities were acquired for long-term and/or strategic
investment purpose.
(e) Fair values of the financial instruments carried at cost or amortised cost are assessed as follows:
For cash, balances, placements and deposits of central banks, banks and subsidiaries, deposits of non-bank
customers with short-term or no stated maturity, as well as interest and other short-term receivables and
payables, fair values are expected to approximate the carrying amounts.
For loans and deposits of non-bank customers, non-subordinated debts issued and investment debt securities,
fair values are estimated based on independent broker quotes or using discounted cash flow method.
For subordinated notes issued, fair values are determined based on quoted market prices.
Except for the following items, fair values of the financial instruments carried at cost or amortised cost were assessed
to be not materially different from their carrying amounts.
2013
Investment debt securities 194,337 211,551 608,463 625,677
Debts issued 18,964,861 19,003,217 18,529,646 18,567,834
2012
Investment debt securities 207,299 241,823 207,299 241,823
Debts issued 12,781,297 12,800,612 9,220,467 9,239,783
(f) The Group classified financial instruments carried at fair value by level of the following fair value measurement hierarchy:
Level 1 - Unadjusted quoted prices in active markets for identical financial instruments
Level 2 - Inputs other than quoted prices that are observable either directly or indirectly
Level 3 - Inputs that are not based on observable market data
The Group
2013 2012
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
$000 $000 $000 $000 $000 $000
(f) (continued)
The Bank
2013 2012
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
$000 $000 $000 $000 $000 $000
(g) The movement in financial instruments measured at Level 3 was mainly due to revaluation of a pair of back-to-back
options purchased/sold during the year. As these options were perfectly hedged, there was no effect on the income
statements of the Bank and the Group.
(h) During the year, the Group reviewed its valuation framework, which led to changes in the fair value measurement
hierarchy classifications of certain financial assets and liabilities. Accordingly, comparatives have been restated to
conform to current years presentation.
Movements in the deferred tax during the financial year are as follows:
The Group has not recognised deferred tax asset in respect of tax losses of $15,088,000 (2012: $42,952,000) which can
be carried forward to offset against future taxable income, subject to meeting certain statutory requirements of the relevant
tax authorities. These tax losses have no expiry date except for an amount of $115,000 (2012: $1,193,000) which will expire
between the years 2024 and 2031 (2012: 2013 and 2031).
(a)
Subordinated Notes
S$1 billion 4.100% subordinated notes due 2019
callable with step-up in 2014 1,018,864 1,043,651 1,018,864 1,043,651
S$1 billion 3.45% subordinated notes due 2021
callable with step-up in 2016 1,026,388 1,042,724 1,026,388 1,042,724
S$1.2 billion 3.15% subordinated notes due 2022
callable with step-up in 2017 1,194,512 1,209,844 1,194,512 1,209,844
US$1 billion 4.50% subordinated notes due 2013 1,239,843 1,239,843
US$1 billion 5.375% subordinated notes due 2019
callable with step-up in 2014 1,306,585 1,309,583 1,306,585 1,309,583
US$500 million 2.875% subordinated notes due 2022
callable with step-up in 2017 618,555 607,253 618,555 607,253
US$500 million 5.796% subordinated note 632,350 610,900
RM500 million 4.88% subordinated notes due 2020
callable with step-up in 2015 192,553 199,461
5,357,457 6,652,359 5,797,254 7,063,798
(a) (continued)
(i) The S$1 billion 4.100% subordinated notes were issued by the Bank at 99.755% on 24 August 2004 and mature
on 3 September 2019. The notes may be redeemed at par at the option of the Bank, in whole but not in part, on
3 September 2014 or at any interest payment date in the event of certain changes in the tax laws of Singapore,
subject to the approval of MAS and certain other conditions. Interest is payable semi-annually at 4.100% per
annum beginning 3 March 2005. From and including 3 September 2014, interest is payable semi-annually at a
fixed rate per annum equal to the five-year Singapore Dollar Interest Rate Swap (Offer Rate) plus 1.680%.
(ii) The S$1 billion 3.45% subordinated notes were issued by the Bank at par on 1 April 2011 and mature on
1 April 2021. The notes may be redeemed at par at the option of the Bank, in whole but not in part, on 1 April 2016
or at any interest payment date in the event of certain changes in the tax laws of Singapore, subject to the
approval of MAS and certain other conditions. Interest is payable semi-annually at 3.45% per annum beginning
1 October 2011. From and including 1 April 2016, interest is payable semi-annually at a fixed rate per annum
equal to the five-year Singapore Dollar Swap (Offer Rate) plus 1.475%.
(iii) The S$1.2 billion 3.15% subordinated notes were issued by the Bank at par on 11 July 2012 and mature on
17 July 2022. The notes may be redeemed at par at the option of the Bank, in whole but not in part, on 11 July
2017 or at any interest payment date in the event of certain changes in the tax laws of Singapore, subject to the
approval of MAS and certain other conditions. Interest is payable semi-annually at 3.15% per annum beginning
11 January 2013. From and including 11 July 2017, interest is payable semi-annually at a fixed rate per annum
equal to the five-year Singapore Dollar Swap (Offer Rate) plus 2.115%.
(iv) The US$1 billion 5.375% subordinated notes were issued by the Bank at 99.929% on 24 August 2004 and
mature on 3 September 2019. The notes may be redeemed at par at the option of the Bank, in whole but not
in part, on 3 September 2014 or at any interest payment date in the event of certain changes in the tax laws of
Singapore, subject to the approval of MAS and certain other conditions. Interest is payable semi-annually at
5.375% per annum beginning 3 March 2005. From and including 3 September 2014, interest is payable semi-
annually at a floating rate per annum equal to the six-month LIBOR plus 1.666%.
(v) The US$500 million 2.875% subordinated notes were issued by the Bank at 99.575% on 17 October 2012 and
mature on 17 October 2022. The notes may be redeemed at par at the option of the Bank, in whole but not
in part, on 17 October 2017 subject to the approval of MAS and certain other conditions. Interest is payable
semi-annually at 2.875% per annum beginning 17 April 2013. From and including 17 October 2017, interest is
payable semi-annually at a fixed rate equal to 2.3% plus the prevailing five-year U.S. Treasury Rate on the First
Call Date.
(vi) The US$500 million 5.796% subordinated note was issued by the Bank at par to UOB Cayman I Limited on
13 December 2005. It matures on 12 December 2055 which is subject to extension. The note may be redeemed,
in whole but not in part, at the option of the Bank, on 15 March 2016 or any interest payment date thereafter,
subject to the approval of MAS and certain other conditions. Interest is payable semi-annually at 5.796% per
annum beginning 15 March 2006. From and including 15 March 2016, interest is payable quarterly at a floating
rate per annum equal to the three-month LIBOR plus 1.745%.
The S$ and US$ subordinated notes issued by the Bank are unsecured obligations with the US$500 million 5.796%
subordinated note ranking junior to all other S$ and US$ subordinated notes. All other liabilities of the Bank outstanding
at the balance sheet date rank senior to all the S$ and US$ subordinated notes. Except for the US$500 million 5.796%
subordinated note, the S$ and US$ subordinated notes qualify for Tier 2 capital.
(vii) The RM500 million 4.88% subordinated notes were issued by United Overseas Bank (Malaysia) Bhd (UOBM)
on 29 March 2010 and mature on 27 March 2020. The notes may be redeemed at par at the option of UOBM,
in whole but not in part, on 30 March 2015 or at any interest payment date thereafter. Interest is payable semi-
annually at 4.88% per annum beginning 29 September 2010. From and including 30 March 2015, interest is
payable semi-annually at 5.88% per annum.
(i) The credit-linked notes, with embedded credit default swaps, were issued at par with maturity ranging from
4 August 2014 to 23 September 2015. The notes will be redeemed at face value on the maturity date provided
there is no occurrence of a credit event. If there is an occurrence of a credit event, the underlying assets or the
market values of the underlying assets in cash term, depending on the terms and conditions of the contracts
will be delivered to the holders of the notes.
(ii) The interest rate-linked notes, with embedded interest rate derivatives, were issued at par with maturity ranging
from 15 August 2015 to 27 December 2023. The periodic payouts and redemptions of the notes are linked to
the interest rate indices.
(iii) The equity-linked notes, with embedded equity derivatives, were issued at par with maturity ranging from
3 January 2014 to 4 January 2016. The periodic payments and payouts of the notes at maturity are linked to
the closing value of certain underlying equities or equity indices.
(iv) The floating rate notes comprise mainly notes issued at par with maturity on 12 September 2016. Interest is
payable quarterly in arrears equal to the three-month USD LIBOR plus 0.38%.
(v) The fixed rate notes comprise mainly notes issued by the Bank at 99.868% and 99.995% with maturity on
7 March 2017. Interest is payable semi-annually at 2.25% per annum beginning 7 September 2012.
(vi) The US commercial papers were issued by the Bank at an average discount of 99.9% with maturity ranging
from 6 January 2014 to 9 June 2014. Interest rates of the papers ranged from 0.17% to 0.25% per annum
(2012: 0.21% to 0.30% per annum).
(vii) Others comprise mainly unsecured bills of exchange issued by United Overseas Bank (Thai) Public Company
Limited with maturity ranging from 27 June 2014 to 8 June 2015 at fixed interest rate of 5.00% per annum.
Quoted securities
Debt 554,176 215,186 500,110 106,932
Equity 48,198 15,870 48,198 15,870
Unquoted securities
Debt 25,757 28,503 18,030 28,503
628,131 259,559 566,338 151,305
(a)
Comprising:
Trade bills 2,501,182 2,533,142 407,106 236,437
Advances to customers 176,355,681 150,396,675 136,131,160 113,776,713
178,856,863 152,929,817 136,538,266 114,013,150
2013 2012
Individual Collective Individual Collective
impairment impairment impairment impairment
$000 $000 $000 $000
The Group
Balance at 1 January 960,369 1,964,347 769,560 1,981,818
Currency translation adjustments (38,142) (19,742) (30,783) (17,117)
Write-off/disposal (9,696)
Reclassification 2,627 (2,619) (17,405)
Net (write-back)/charge to income statement (127,001) 380,907 248,693 (354)
Balance at 31 December 797,853 2,322,893 960,369 1,964,347
The Bank
Balance at 1 January 640,137 1,470,802 411,505 1,529,476
Currency translation adjustments (26,740) (46) (18,303) (346)
Write-off/disposal (4,362)
Reclassification (17,405)
Net (write-back)/charge to income statement (83,805) 215,345 268,702 (58,328)
Balance at 31 December 529,592 1,686,101 640,137 1,470,802
Assets pledged/received as collateral whereby the pledgees have the right by contract or custom to sell or repledge the assets
and the obligation to return them subsequently are as follows:
(a)
The Group The Bank
2013 2012 2013 2012
$000 $000 $000 $000
The amount of the associated liabilities approximates the carrying amount of the assets pledged.
(b)
Repo and reverse Repo transactions are conducted under terms and conditions that are usual and customary to
standard securities borrowing and lending activities.
To mitigate credit risk, the Bank and the Group enter into global master repurchase agreements which allow the Bank
and the Group to settle all amounts with a counterparty on a net basis in the event of default by that counterparty.
The table below shows the Banks and the Groups Repo and reverse Repo transactions that are not offset in the
balance sheet but are subject to enforceable master netting agreements:
2013 2012
Reverse Reverse
Repo Repo Repo Repo
$000 $000 $000 $000
The Group
Amount before/after unconditional netting agreements
as included in the balance sheet 3,757,258 3,093,716 2,333,431 2,273,896
Amount subject to conditional netting agreements (3,757,258) (3,093,716) (2,333,431) (2,273,896)
Of which: Amount nettable (374,154) (374,154) (4,291) (4,291)
Financial collateral (3,382,095) (2,715,954) (2,316,269) (2,230,528)
The Bank
Amount before/after unconditional netting agreements
as included in the balance sheet 1,766,508 2,862,439 2,037,777 2,222,007
Amount subject to conditional netting agreements (1,766,508) (2,862,439) (2,037,777) (2,222,007)
Of which: Amount nettable (374,154) (374,154) (4,291) (4,291)
Financial collateral (1,391,345) (2,484,677) (2,020,615) (2,178,639)
(a)
Quoted securities
Debt 6,519,002 5,867,681 5,945,380 5,324,172
Equity 1,659,732 1,625,777 1,478,789 1,470,713
Unquoted securities
Debt 2,420,797 2,383,408 2,158,178 1,902,186
Equity 2,017,828 1,854,612 1,833,125 1,657,688
Allowance for impairment (Note 29) (477,453) (602,609) (446,218) (556,442)
Investment securities 12,139,906 11,128,869 10,969,254 9,798,317
Amount sold under Repo (33,878) (38,115) (33,878) (38,115)
12,106,028 11,090,754 10,935,376 9,760,202
(a)
(b) The Groups share of the associates and joint ventures financial statements is as follows:
The Group
2013 2012
$000 $000
(c) The carrying amounts of the Groups investment in associates and joint ventures as at 31 December 2013 include
goodwill amounting to $12,007,000 (2012: $12,007,000).
(d) Major associates and joint ventures of the Group as at the balance sheet date are as follows:
Quoted
UOB-Kay Hian Holdings Limited Stockbroking Singapore 40 40
Unquoted
Network for Electronic Transfers
(Singapore) Pte Ltd Electronic funds transfer Singapore 33 33
United Facilities Private Limited Investment holding Singapore 49 49
(a)
The Bank
2013 2012
$000 $000
(b) Major subsidiaries of the Group as at the balance sheet date are as follows:
The Group
Balance at 1 January 602,609 586,952 327,435 314,588
Currency translation adjustments 10,190 (7,450) (3,742) (6,290)
Write-off/disposal (94,049) (12,638) (9,600) (9,655)
Net (write-back)/charge to income statement (33,109) 18,340 (35,009) 28,792
Reclassification (8,188) 17,405 8,180
Balance at 31 December 477,453 602,609 287,264 327,435
Investment in
associates
Investment and joint Investment in Other
securities ventures subsidiaries assets
$000 $000 $000 $000
The Bank
2013
Balance at 1 January 556,442 43,009 318,809 36,287
Currency translation adjustments 10,558 5 (82)
Write-off/disposal (75,909) (374)
Net (write-back)/charge to income statement (44,873) 196 7,242
Balance at 31 December 446,218 43,205 326,056 35,831
2012
Balance at 1 January 533,226 2,686 315,686 44,065
Currency translation adjustments (6,356) (9) (75)
Write-off/disposal (2,329) (7,703)
Net charge to income statement 14,496 40,323 3,132
Reclassification 17,405
Balance at 31 December 556,442 43,009 318,809 36,287
Represented by:
Cost 1,239,072 1,256,683 1,480,294 1,473,636
Accumulated depreciation (252,735) (240,294) (198,083) (183,299)
Allowance for impairment (1,432) (531) (1,432) (530)
Net carrying amount 984,905 1,015,858 1,280,779 1,289,807
Market values of the investment properties of the Bank and the Group as at 31 December 2013 were estimated to be $2,821
million and $3,146 million (2012: $2,648 million and $2,992 million) respectively. The valuation was performed by internal
valuers with professional qualifications and experience, taking into account market prices and rental of comparable properties.
2013 2012
Owner- Owner-
occupied occupied
properties Others Total properties Others Total
$000 $000 $000 $000 $000 $000
The Group
Balance at 1 January 704,368 529,393 1,233,761 636,269 414,004 1,050,273
Currency translation adjustments (6,642) (14,265) (20,907) (6,189) 10,555 4,366
Additions 7,546 205,067 212,613 13,912 200,066 213,978
Disposals (4,530) (3,844) (8,374) (7,330) (7,330)
Depreciation charge (18,593) (95,892) (114,485) (13,926) (87,902) (101,828)
Transfers 5,782 5,782 74,302 74,302
Balance at 31 December 687,931 620,459 1,308,390 704,368 529,393 1,233,761
Represented by:
Cost 922,083 1,648,859 2,570,942 925,253 1,524,130 2,449,383
Accumulated depreciation (233,668) (1,028,400) (1,262,068) (219,591) (994,737) (1,214,328)
Allowance for impairment (484) (484) (1,294) (1,294)
Net carrying amount 687,931 620,459 1,308,390 704,368 529,393 1,233,761
The Bank
Balance at 1 January 677,147 323,822 1,000,969 523,590 237,787 761,377
Currency translation adjustments (212) (357) (569) (919) (919)
Additions 128,805 128,805 13,912 133,692 147,604
Disposals (1,488) (1,488) (1,724) (1,724)
Depreciation charge (9,165) (51,291) (60,456) (9,357) (45,014) (54,371)
Transfers (6,596) (6,596) 149,002 149,002
Balance at 31 December 661,174 399,491 1,060,665 677,147 323,822 1,000,969
Represented by:
Cost 777,956 1,017,205 1,795,161 784,426 917,334 1,701,760
Accumulated depreciation (116,526) (617,714) (734,240) (106,206) (593,512) (699,718)
Allowance for impairment (256) (256) (1,073) (1,073)
Net carrying amount 661,174 399,491 1,060,665 677,147 323,822 1,000,969
Market values of the owner-occupied properties of the Bank and the Group as at 31 December 2013 were estimated to be
$1,789 million and $2,624 million (2012: $1,640 million and $2,402 million) respectively. The valuation was performed by internal
valuers with professional qualifications and experience, taking into account market prices and rental of comparable properties.
Others comprise mainly computer equipment, application software and furniture and fittings.
(a)
The Group
Core Customer
Goodwill deposit base loan base Total
$000 $000 $000 $000
2013
Balance at 1 January 4,168,332 4,168,332
Currency translation adjustments (24,522) (24,522)
Balance at 31 December 4,143,810 4,143,810
Represented by:
Cost 4,143,810 4,143,810
Accumulated amortisation
Net carrying amount 4,143,810 4,143,810
2012
Balance at 1 January 4,188,181 4,655 3,127 4,195,963
Currency translation adjustments (19,849) (242) (164) (20,255)
Amortisation charge (4,413) (2,963) (7,376)
Balance at 31 December 4,168,332 4,168,332
Represented by:
Cost 4,168,332 38,392 25,637 4,232,361
Accumulated amortisation (38,392) (25,637) (64,029)
Net carrying amount 4,168,332 4,168,332
(b) Goodwill is allocated on the date of acquisition to the reportable operating segments expected to benefit from the
synergies of business combination. The recoverable amount of the operating segments is based on their value in
use, computed by discounting the expected future cash flows of the segments. The key assumptions in computing
the value in use include the discount rates and growth rates applied. Discount rates are estimated based on current
market assessments of time value of money and risks specific to the Group as a whole and to individual countries such
as Thailand and Indonesia. Growth rates are determined based on economic growth forecasts by major countries.
Cash flow projections are based on most recent five-year financial budget approved by management, with projected
cash flows discounted at rates ranging from 7% to 13% (2012: 7% to 16%) and those beyond the five-year period
extrapolated using growth rates ranging from 3% to 6% (2012: 3% to 6%). Impairment is recognised in the income
statement when the carrying amount of an operating segment exceeds its recoverable amount. Management believes
that any reasonably possible change in the key assumptions would not cause the carrying amount of the operating
segments to exceed their recoverable amount.
In the normal course of business, the Bank and the Group conduct businesses involving acceptances, guarantees, performance
bonds and indemnities. The bulk of these liabilities are backed by the corresponding obligations of the customers. No assets
of the Bank and the Group were pledged as security for these contingent liabilities at the balance sheet date.
Financial derivatives, such as forwards, swaps, futures and options, are instruments whose values change in response to the
change in prices of the underlying instruments.
In the normal course of business, the Bank and the Group transact in customised derivatives to meet specific needs of their
customers. The Bank and the Group also transact in these derivatives for proprietary trading purposes, as well as to manage
their assets, liabilities and structural positions. Risks associated with the use of derivatives and policies for managing these
risks are set out in Note 41.
(a) The table below shows the Banks and the Groups financial derivatives and their fair values at the balance sheet date.
These amounts do not necessarily represent future cash flows and amounts at risk of the derivatives.
2013 2012
Contract/ Contract/
notional Positive Negative notional Positive Negative
amount fair value fair value amount fair value fair value
$000 $000 $000 $000 $000 $000
The Group
Foreign Exchange Contracts
Forwards 29,025,186 481,150 332,853 19,192,178 150,134 147,890
Swaps 141,205,352 1,145,522 1,172,207 97,275,979 774,591 480,507
Options purchased 7,725,440 102,358 4,867,238 55,428
Options written 7,437,378 103,433 5,478,516 55,109
Equity-Related Contracts
Swaps 2,385,025 152,554 162,845 3,039,142 260,729 268,969
Futures 10,980 502
Options purchased 4,152,367 375,130 925,295 203,832
Options written 4,150,024 375,240 902,828 204,625
Credit-Related Contracts
Swaps 437,804 1,300 688 105,572 995 732
Others
Forwards 697,416 613 1,061 850,049 379 485
Swaps 221,327 2,427 2,787 419,589 1,356 2,979
Futures 125,209 136 282 53,208 114 34
Options purchased 161,498 1,198 2,907 89
Options written 161,521 1,198 2,914 89
451,573,062 5,779,497 5,877,773 349,452,349 5,455,567 5,506,069
(a) (continued)
2013 2012
Contract/ Contract/
notional Positive Negative notional Positive Negative
amount fair value fair value amount fair value fair value
$000 $000 $000 $000 $000 $000
The Bank
Foreign Exchange Contracts
Forwards 23,286,983 285,129 165,860 15,853,382 125,095 121,003
Swaps 112,329,287 905,033 998,836 86,995,636 737,040 414,460
Options purchased 7,195,472 80,281 4,513,420 47,992
Options written 6,862,781 86,129 5,000,658 45,011
Equity-Related Contracts
Swaps 1,132,084 125,101 124,863 1,827,296 244,447 243,719
Futures 10,980 502
Options purchased 4,040,004 374,504 886,302 201,873
Options written 4,037,354 374,587 877,603 202,797
Credit-Related Contracts
Swaps 437,804 1,300 688 105,572 995 732
Others
Forwards 238,450 1,237 1,169 587,895 384 608
Swaps 248,216 865 657 702,846 985 1,803
Futures 107,438 128 267 36,349 113 34
Options purchased 159,276 1,198 757 23
Options written 159,276 1,198 757 23
375,040,281 5,030,302 5,196,506 297,789,046 5,231,725 5,226,062
The Bank and the Group enter into derivative master agreements (including the International Swaps and Derivatives
Association Master Agreement) to mitigate credit exposure. Such agreements allow the Bank and the Group to offset
what is owed to a counterparty against what is due from that counterparty in the event of default by that counterparty.
The table below shows the Banks and the Groups financial derivatives that are not offset in the balance sheet but are
subject to enforceable master netting agreements.
2013 2012
Positive Negative Positive Negative
fair value fair value fair value fair value
$000 $000 $000 $000
The Group
Amount before/after unconditional netting agreements
as included in the balance sheet 5,779,497 5,877,773 5,455,567 5,506,069
Amount subject to conditional netting agreements (5,712,570) (5,855,652) (5,417,768) (5,470,019)
Of which: Amount nettable (4,095,130) (4,095,130) (4,329,877) (4,329,877)
Financial collateral (232,249) (801,150) (128,868) (464,563)
The Bank
Amount before/after unconditional netting agreements
as included in the balance sheet 5,030,302 5,196,506 5,213,725 5,226,062
Amount subject to conditional netting agreements (5,030,302) (5,196,506) (5,213,725) (5,226,062)
Of which: Amount nettable (3,929,424) (3,929,424) (4,200,461) (4,200,461)
Financial collateral (172,957) (792,977) (125,874) (452,342)
Interest rate and cross currency swaps were contracted to hedge certain of the Banks loans, investment in debt
securities and debts issued against interest rate and foreign currency risk. As at 31 December 2013, the cumulative
net fair value of such interest rate swaps was a loss of $34 million (2012: loss of $38 million). During the financial year,
fair value gain of $27 million (2012: gain of $64 million) on the swaps was recognised in the Banks and the Groups
income statements which was offset by an equal amount of fair value loss (2012: loss) attributable to the interest rate
risk on the hedged items.
As at 31 December 2013, non-bank customer deposits of $809 million (2012: $828 million) were designated to hedge
the foreign exchange risk arising from certain of the Banks available-for-sale equity securities. During the financial
year, foreign exchange loss of $48 million (2012: gain of $56 million) on the deposits were recognised in the Banks
and the Groups income statements respectively. These were offset by equal amounts of foreign exchange gain
(2012: loss) on the hedged items.
As at 31 December 2013, non-bank customer deposits of $821 million (2012: $921 million) were designated to hedge
foreign exchange risk arising from the Banks foreign operations. During the financial year, no foreign exchange gain or
loss (2012: nil) arising from hedge ineffectiveness was recognised in the Banks and the Groups income statements.
(a)
The aggregate minimum lease payments under non-cancellable operating leases at the balance sheet date are as follows:
Cash equivalents are highly liquid assets that are subject to an insignificant risk of changes in value and are readily convertible
into known amount of cash. Cash and cash equivalents in the consolidated cash flow statement comprise the following:
The Group
2013 2012
$000 $000
Share-based compensation plans of the Group comprise the UOB Restricted Share Plan and UOB Share Appreciation Rights
Plan. Description of these plans is set out in the Directors Report. Movements and outstanding balances of these plans are
as follows:
UOB Restricted Share Plan and UOB Share Appreciation Rights Plan
Exercisable rights
2013 2012
000 000
Number of
Year Expiry Fair value per outstanding grants
granted date grant at grant date 2013 2012
$ 000 000
Restricted Shares
2010 15 Dec 2012 and 15 Dec 2013 16.35 536
2011 15 Dec 2013 and 15 Dec 2014 14.53 517 1,107
2012 14 Dec 2014 and 14 Dec 2015 18.52 891 932
2013 13 Dec 2015 and 13 Dec 2016 18.96 943
2,351 2,575
Fair values of the restricted shares and share appreciation rights were estimated at the grant date using the Trinomial valuation
methodology. The key assumptions were as follows:
Restricted Share
shares appreciation rights
2013 2012 2013 2012
Related parties cover the Groups subsidiaries, associates, joint ventures and their subsidiaries, and key management personnel
and their related parties.
Key management personnel refer to the Banks directors and members of its Management Executive Committee.
All related party transactions of the Group were done in the ordinary course of business and at arms length. In addition to
the information disclosed elsewhere in the financial statements, other related party transactions that may be of interest are
as follows:
Interest Expense
Subsidiaries 19 24
Associates and joint ventures 4 2 2 1
Dividend Income
Subsidiaries 200 197
Associates and joint ventures 36 89
Rental Income
Subsidiaries 4 3
Associates and joint ventures *
Deposits
Subsidiaries 2,630 5,760
Associates and joint ventures 1,030 449 851 383
The Group is organised to be segment-led across key markets. Global segment heads are responsible for driving
business, with decision-making balanced with a geographical perspective. For internal management purposes, the
following segments represent the key customer segments and business activities:
GR segment covers Consumer, Privilege, Business and Private Banking. Consumer Banking serves the individual
customers, while Business Banking serves small enterprises with a wide range of products and services, including
deposits, loans, investments, credit and debit cards and insurance products. Privilege Banking provides an extended
range of financial services, including wealth management, and restricted products such as structured notes, funds of
hedge funds, and insurance plans to the wealthy and affluent customers. Private Banking caters to the high net worth
individuals and accredited investors, offering financial and portfolio planning, including investment management, asset
management and estate planning.
GW segment encompasses Commercial Banking, Corporate Banking, Financial Institutions Group (FIG), Corporate
Finance and Debt Capital Markets. Commercial Banking serves the medium and large enterprises, while Corporate
Banking serves large local corporations, government-linked companies and agencies, and FIG serves financial
institutions. Commercial Banking, Corporate Banking and FIG provide customers with a broad range of products and
services that include current accounts, deposits, lending, asset finance, ship finance, trade finance, structured finance,
cash management and cross-border payments. Corporate Finance provides services that include lead managing and
underwriting equity offerings and corporate advisory services. Debt Capital Markets specialises in solution-based
structures to meet clients financing requirements in structuring, underwriting and arranging syndicated loans for general
corporate needs, leveraged buy-outs, project and structured finance, and underwriting and lead managing bond issues.
GMIM segment provides a comprehensive range of treasury products and services, including foreign exchange, money
market, fixed income, derivatives, margin trading, futures broking, gold products, as well as an array of structured
products. It is a dominant player in Singapore dollar treasury instruments as well as a provider of banknote services in
the region. It also engages in asset management, proprietary investment activities and management of excess liquidity
and capital funds. Income from treasury products and services offered to customers of other customer segments, such
as Group Retail and Group Wholesale, is reflected in the respective customer segments.
Others
Others include property-related activities, insurance businesses and income and expenses not attributable to other
operating segments mentioned above.
The Group
GR GW GMIM Others Elimination Total
$ million $ million $ million $ million $ million $ million
2013
Operating income 2,780 2,743 798 585 (186) 6,720
Operating expenses (1,521) (607) (406) (550) 186 (2,898)
Impairment charges (89) (24) (75) (241) (429)
Share of profit of associates and
joint ventures 3 188 191
Profit before tax 1,170 2,112 320 (18) 3,584
Other Information
Inter-segment operating income 399 (254) (328) 369 (186)
Gross customer loans 82,114 99,509 330 25 181,978
Non-performing assets 577 1,637 20 80 2,314
Capital expenditure 12 5 9 195 221
Depreciation of assets 9 4 3 114 130
2012
Operating income 2,548 2,542 924 644 (163) 6,495
Operating expenses (1,410) (564) (367) (569) 163 (2,747)
Impairment charges (78) (330) (56) (12) (476)
Amortisation of intangible assets (2) (5) (7)
Share of profit of associates and
joint ventures 87 87
Profit before tax 1,058 1,643 501 149 3,351
Other Information
Inter-segment operating income 369 (221) (330) 345 (163)
Gross customer loans 74,444 81,000 380 31 155,855
Non-performing assets 504 2,036 115 85 2,740
Capital expenditure 15 6 4 196 221
Depreciation of assets 8 4 3 106 121
Notes:
No operating income from transactions with a single external customer or counterparty amounted to 10% or more of the Groups operating income in
2013 or 2012.
Transfer prices between operating segments are on arms length basis in a manner similar to transactions with third parties.
The following geographical segment information is based on the location where the transactions and assets are booked,
which approximates that based on the location of the customers and assets. The information is stated after elimination
of inter-segment transactions.
The Group
Total operating income Profit before tax Total assets
2013 2012 2013 2012 2013 2012
$ million $ million $ million $ million $ million $ million
The Groups business activities involve the use of financial instruments, including derivatives. These activities expose the
Group to a variety of financial risks, mainly credit risk, foreign exchange risk, interest rate risk, equity risk and liquidity risk.
The Groups financial risks are centrally managed by the various specialist committees within the delegated authority by the
Board of Directors. These various specialist committees formulate, review and approve policies and limits to monitor and
manage risk exposures under their respective supervision. The major policy decisions and proposals approved by these
committees are subject to further review by the Board Risk Management Committee.
The Risk Management Sector assumes the independent oversight of risks undertaken by the Group, and takes the lead in
the formulation and approval of risk policies, controls and processes. The Market Risk Management and Market Risk Control
within the Risk Management Sector monitor Global Markets and Investment Managements compliance with trading policies
and limits. This is further enhanced by the periodic risk assessment audit carried out by the Group Audit.
The main financial risks that the Group is exposed to and how they are being managed are set out below:
Credit risk is defined as the risk of loss arising from any failure by a borrower or a counterparty to fulfil its financial
obligations as and when they fall due.
The Group Credit Committee is delegated the authority by the Board of Directors to oversee all credit matters. It maintains
oversight on the effectiveness of the Groups credit and country risk management structure including framework, people,
processes, information, infrastructure, methodologies and systems.
Credit risk exposures are managed through a robust credit underwriting, structuring and monitoring process. The
process includes monthly review of all non-performing and special mention loans, ensuring credit quality and the timely
recognition of asset impairment. In addition, credit review and audit are performed regularly to proactively manage any
delinquency, minimise undesirable concentrations, maximise recoveries, and ensure that credit policies and procedures
are complied with. Past dues and credit limit excesses are tracked and analysed by business and product lines.
Country risk arises where the Group is unable to receive payments from customers as a result of political or economic
events in the country. These events include political and social unrest, nationalisation and expropriation of assets,
government repudiation of external indebtedness, and currency depreciation or devaluation.
The Groups maximum exposure to credit risk of on-balance sheet and off-balance sheet financial instruments,
before taking into account any collateral held, other credit enhancements and netting arrangements, is shown
in the table below:
The Group
Average Average
2013 2012 2013 2012
$ million $ million $ million $ million
Balances and placements with central banks 28,469 28,516 25,289 31,650
Singapore Government treasury bills and
securities 10,023 10,245 9,207 10,838
Other government treasury bills and securities 8,811 9,409 6,993 10,629
Trading debt securities 412 247 580 244
Placements and balances with banks 22,221 15,603 30,189 14,254
Loans to non-bank customers 165,893 147,061 178,857 152,930
Derivative financial assets 5,618 5,857 5,779 5,456
Assets pledged 2,822 2,757 2,655 2,988
Investment debt securities 8,329 9,432 8,732 7,925
Others 2,259 2,308 2,291 2,226
254,857 231,435 270,572 239,140
Contingent liabilities 21,257 17,119 24,087 18,427
Commitments 64,587 56,932 68,923 60,252
340,701 305,486 363,582 317,819
As a fundamental credit principle, the Group generally does not grant credit facilities solely on the basis of
the collateral provided. All credit facilities are granted based on the credit standing of the borrower, source of
repayment and debt servicing ability.
Collateral is taken whenever possible to mitigate the credit risk assumed. The value of the collateral is monitored
periodically. The frequency of valuation depends on the type, liquidity and volatility of the collateral value. The
main types of collateral taken by the Group are cash, marketable securities, real estate, equipment, inventory
and receivables. Policies and processes are in place to monitor collateral concentration.
In extending credit facilities to small and medium enterprises, personal guarantees are often taken as a form of
moral support to ensure moral commitment from the principal shareholders and directors.
Corporate guarantees are often obtained when the borrowers credit worthiness is not sufficient to justify an
extension of credit.
For internal risk management, agreements such as International Swaps and Derivatives Association Master
Agreements and Credit Support Annex have been established with active counterparties to manage counterparty
credit risk arising from foreign exchange and derivative activities. The agreements allow the Group to settle all
outstanding transactions in the event of counterparty default, resulting in a single net claim against or in favour
of the counterparty.
2013
China 10,352 3,970 435 877 15,634 5.5
Malaysia 2,387 308 922 3,617 1.3
Hong Kong 1,804 1,202 591 3,597 1.3
India 2,757 700 23 3,480 1.2
United States 467 347 729 1,434 2,977 1.0
Taiwan 2,721 66 133 2,920 1.0
2012
China 4,097 2,954 * 776 7,827 3.1
Japan 805 11 2,473 266 3,555 1.4
Hong Kong 593 1,826 581 3,000 1.2
Gross loans are graded in accordance with MAS Notice 612 as follows:
The Group
2013 2012
$ million $ million
Gross investment debt securities of the Group as at 31 December 2013 was $8,940 million (2012: $8,251 million)
and allowance for impairment of $174 million (2012: $288 million) was made for these securities.
(iv) Ageing analysis of past due but not impaired and non-performing assets
The Group
2013 2012
Past due but Non- Past due but Non-
not impaired performing not impaired performing
$ million $ million $ million $ million
(v) Past due but not impaired and non-performing assets analysed by geographical segment
The Group
2013 2012
Past due Past due
but not Non- Individual but not Non- Individual
impaired performing impairment impaired performing impairment
$ million $ million $ million $ million $ million $ million
(vi) Past due but not impaired and non-performing assets analysed by industry
The Group
2013 2012
Past due Past due
but not Non- Individual but not Non- Individual
impaired performing impairment impaired performing impairment
$ million $ million $ million $ million $ million $ million
Transport, storage
and communication 243 849 395 265 1,038 440
Building and
construction 304 149 33 222 144 44
Manufacturing 443 227 125 364 366 239
Financial institutions 224 240 99 163 385 177
General commerce 742 272 129 694 251 116
Professionals and
private individuals 758 192 90 685 130 78
Housing loans 1,346 311 28 1,023 268 34
Others 50 74 59 126 158 81
4,110 2,314 958 3,542 2,740 1,209
The Group
2013 2012
$ million $ million
The Group
2013 2012
$ million $ million
Properties 5 1
Collateral possessed are disposed of in an orderly manner in accordance with target prices set. Proceeds from
sale of collateral are used to reduce the outstanding loans.
Foreign exchange risk is the risk to earnings and economic value of foreign currency assets, liabilities and financial
derivatives caused by fluctuations in foreign exchange rates.
The Groups foreign exchange exposures comprise trading, non-trading and structural foreign exchange exposures.
Non-trading foreign exchange exposures are principally derived from customer businesses. Structural foreign currency
exposures are represented by the net asset values of overseas branches, share of the net asset values of its overseas
subsidiaries, associates and joint ventures, intangible assets attributable to overseas subsidiaries, and long-term
investment in overseas properties used for banking purposes, of the Group. The Group utilises mainly spot foreign
exchange, foreign currency forwards and swaps to hedge its foreign exchange exposures. Where possible, foreign
investments are funded in the functional currencies of the respective locations to mitigate structural foreign currency
exposures.
Foreign exchange risk is managed through policies and risk limits approved by the Asset and Liability Committee
(ALCO). The limits, such as exposure by currency are independently monitored by Market Risk Management and
Market Risk Control.
(i) The following table sets out the Groups assets, liabilities and financial derivatives by currency as at the balance
sheet date. The off-balance sheet gap represents the net contract or notional amount of derivatives which is
used principally to reduce the Groups exposure to foreign exchange risk.
The Group
Singapore Malaysian Indonesian
dollar US dollar ringgit Thai baht rupiah Others Total
$ million $ million $ million $ million $ million $ million $ million
2013
Cash, balances and
placements with
central banks 8,751 1,773 8,417 2,172 868 4,900 26,881
Securities1 13,316 7,059 1,573 3,038 143 5,237 30,366
Placements and
balances with banks1 428 22,110 67 169 76 8,562 31,412
Loans to non-bank
customers 99,790 26,685 22,817 8,877 4,213 16,475 178,857
Investment in associates
and joint ventures 885 1 103 8 997
Intangible assets 3,182 720 242 4,144
Derivative financial
assets 1,722 2,391 114 351 5 1,196 5,779
Others 3,019 1,480 146 413 158 577 5,793
Total assets 131,093 61,499 33,237 15,740 5,705 36,955 284,229
On-balance sheet
open position 15,044 960 5,268 4,817 1,265 (777)
Off-balance sheet
open position (677) 18,151 (2,873) (2,455) * (12,146)
Net open position 14,367 19,111 2,395 2,362 1,265 (12,923)
(i) (continued)
The Group
Singapore Malaysian Indonesian
dollar US dollar ringgit Thai baht rupiah Others Total
$ million $ million $ million $ million $ million $ million $ million
2012
Cash, balances and
placements with
central banks 16,197 2,691 7,415 2,222 748 3,783 33,056
Securities1 15,943 5,016 1,744 3,700 250 7,415 34,068
Placements and
balances with banks1 87 9,119 125 71 66 6,523 15,991
Loans to non-bank
customers 86,169 17,888 21,404 7,883 4,520 15,066 152,930
Investment in associates
and joint ventures 998 1 96 7 1,102
Intangible assets 3,181 722 265 4,168
Derivative financial
assets 1,902 2,447 44 117 15 931 5,456
Others 2,883 1,949 470 372 153 302 6,129
Total assets 127,360 39,111 31,298 15,087 6,017 34,027 252,900
On-balance sheet
open position 14,391 (1,328) 3,172 5,291 1,388 2,358
Off-balance sheet
open position 739 4,066 (154) (3,335) * (1,316)
Net open position 15,130 2,738 3,018 1,956 1,388 1,042
(ii) Structural currency exposures of the Group as at the balance sheet date were as follows:
The Group
Total Hedged Unhedged
$ million $ million $ million
2013
Chinese renminbi 859 859
Indonesian rupiah 1,118 1,118
Malaysian ringgit 2,373 2,373
Thai baht 2,103 2,103
US dollar 724 724
Others 1,129 759 370
8,306 1,483 6,823
2012
Chinese renminbi 810 810
Indonesian rupiah 1,259 1,259
Malaysian ringgit 2,269 2,269
Thai baht 2,042 2,042
US dollar 555 437 118
Others 1,024 684 340
7,959 1,121 6,838
Interest rate risk is the impact to earnings and economic value of the Group due to fluctuations in interest rates. Interest
rate exposure arises from differences in the maturity and repricing dates of assets, liabilities and off-balance sheet
items. These mismatches are actively monitored and managed as part of the overall interest rate risk management
process which is conducted in accordance with the Groups policies as approved by the ALCO.
The economic value of equity (EVE) sensitivity at 100 and 200 basis points parallel interest rate shocks were negative
$212 million and $390 million (2012: negative $418 million and $747 million) respectively. EVE is the present value of
assets less present value of liabilities of the Group. The reported figures are based on the worst case of an upward and
downward parallel shift in the yield curve. The repricing profile of loans and deposits that do not have maturity dates
is generally based on the earliest possible repricing dates, taking into account the notice period to be served to the
customers. Loan prepayment is generally estimated based on past statistics and trends where possible and material.
There may be some differences in the assumptions across geographical locations due to variation in local conditions.
Liquidity risk is the risk that the Group is unable to meet its financial obligations as and when they fall due, such as
upon maturity of deposits and draw-down of loans.
The Group manages liquidity risk in accordance with the liquidity framework approved by the ALCO. This framework
comprises policies, controls and limits. These controls and policies include setting of cash flow mismatch limits, monitoring
of liquidity early warning indicators, stress test analysis of cash flows in liquidity crisis scenarios and establishment of
a comprehensive contingency funding plan. The Group is also required by the respective local regulators to maintain a
certain percentage of its liability base in the form of cash and other liquid assets as a buffer against unforeseen liquidity
requirements. The main objectives are honouring all cash outflow commitments on an on-going basis, satisfying statutory
liquidity and reserve requirements, and avoiding raising funds at market premiums or through forced sale of assets.
(i) The following table shows the cash flow analysis of the Groups assets and liabilities by remaining contractual
maturities on an undiscounted basis. Actual maturity dates may differ from contractual maturity dates due to
behavioural patterns such as prepayment of loans. In particular, the Group has a significant amount of core
deposits of non-bank customers which are contractually at call (included in the Up to 7 days time band) but
historically a stable source of long-term funding for the Group.
The Group
Over 7 Over Over Over No
Up to 7 days to 1 1 to 3 3 to 12 1 to 3 Over 3 specific
days month months months years years maturity Total
$ million $ million $ million $ million $ million $ million $ million $ million
2013
Cash, balances and placements
with central banks 10,280 6,017 2,655 1,839 6,090 26,881
Securities1 121 698 1,519 7,487 8,489 10,792 3,458 32,564
Placements and balances with banks1 6,789 5,243 8,616 9,231 684 837 50 31,450
Loans to non-bank customers 5,904 13,443 13,306 21,714 42,322 98,964 2,049 197,702
Investment in associates and joint ventures 997 997
Intangible assets 4,144 4,144
Derivative financial assets 5,779 5,779
Others 884 95 90 115 49 1,236 2,381 4,850
Total assets 23,978 25,496 26,186 40,386 51,544 111,829 24,948 304,367
Net on-balance sheet position (86,512) (22,503) (12,973) (2,163) 46,350 104,118 (6,877)
Net off-balance sheet position (16,917) (570) (1,208) (1,097) (272) (1,392) (1,832)
Net maturity mismatch (103,429) (23,073) (14,181) (3,260) 46,078 102,726 (8,709)
(i) (continued)
The Group
Over 7 Over Over Over No
Up to 7 days to 1 1 to 3 3 to 12 1 to 3 Over 3 specific
days month months months years years maturity Total
$ million $ million $ million $ million $ million $ million $ million $ million
2012
Cash, balances and placements
with central banks 10,422 7,448 7,454 2,403 108 5,226 33,061
Securities1 (43) 2,048 4,343 7,754 6,530 12,759 2,930 36,321
Placements and balances with banks1 2,857 3,040 4,698 4,072 674 632 47 16,020
Loans to non-bank customers 4,497 10,060 11,497 17,019 32,427 92,517 1,867 169,884
Investment in associates and joint ventures 1,102 1,102
Intangible assets 4,168 4,168
Derivative financial assets 5,456 5,456
Others 1,074 87 95 166 171 921 2,937 5,451
Total assets 18,807 22,683 28,087 31,414 39,910 106,829 23,733 271,463
Net on-balance sheet position (79,923) (15,579) (8,380) (1,833) 32,305 100,914 (9,549)
Net off-balance sheet position (15,179) (625) (145) (483) (115) (1,174) (4,021)
Net maturity mismatch (95,102) (16,204) (8,525) (2,316) 32,190 99,740 (13,570)
The Group is subject to liquidity requirements to support calls under outstanding contingent liabilities and undrawn
credit facility commitments as disclosed in Notes 33 and 36a. These have been incorporated in the net off-balance
sheet position for years ended 31 December 2013 and 2012. The total outstanding contractual amounts of these
items do not represent future cash requirements since the Group expects many of these contingent liabilities
and commitments (such as direct credit substitutes and undrawn credit facilities) to expire without being called
or drawn upon, and many of the contingent liabilities (such as letters of credit) are reimbursable by customers.
The behavioural adjustments based on historical trends are disclosed in Note 41d(ii).
(ii) The following table shows the cash flow analysis of the Groups assets and liabilities for a one-year period,
with behavioural adjustments on significant balance sheet items for Singapore, Malaysia and Thailand on an
undiscounted basis. The maturity profile for loans and deposits that do not have maturity dates, and fixed deposits
that are frequently rolled over, is estimated based on past statistics and historical trends. Other balance sheet
items such as credit cards are generally estimated based on the behavioural patterns of the customers. There
may be some differences in the assumptions across geographical locations due to variations in local conditions.
The Group
Over 7 Over Over
Up to 7 days to 1 1 to 3 3 to 12
days month months months
$ million $ million $ million $ million
2013
Cash, balances and placements
with central banks 10,452 6,040 2,460 1,839
Securities1 787 555 1,896 6,473
Placements and balances with banks1 6,789 5,243 8,616 9,231
Loans to non-bank customers 6,330 14,846 14,967 26,395
Others 884 103 90 115
Total assets 25,242 26,787 28,029 44,053
(ii) (continued)
The Group
Over 7 Over Over
Up to 7 days to 1 1 to 3 3 to 12
days month months months
$ million $ million $ million $ million
2012
Cash, balances and placements
with central banks 10,681 7,441 7,202 2,403
Securities1 814 1,966 4,343 6,844
Placements and balances with banks1 3,523 3,050 4,540 3,804
Loans to non-bank customers 4,930 11,371 12,959 21,717
Others 1,074 95 95 166
Total assets 21,022 23,923 29,139 34,934
(e) Value-at-Risk
The Group adopts a daily Value-at-Risk (VaR) to estimate market risk within a 99% confidence interval using the historical
simulation method. This methodology does not make assumptions on the distribution of returns and the correlations
between risk classes. The method assumes that possible future changes in market rates may be implied by observed
historical market movements. The level of VaR is dependent on the exposures, as well as market prices and volatilities.
The table below shows the VaR profile by risk classes.
The Group
Year end High Low Average
$ million $ million $ million $ million
2013
Interest rate 2.44 4.23 1.40 2.65
Foreign exchange 0.88 4.43 0.51 1.65
Equity 0.02 0.54 0.02 0.19
Commodity 0.01 0.54 * 0.05
Specific risk1 0.35 0.72 0.09 0.42
Total VaR 2.33 5.67 1.61 3.37
2012
Interest rate 1.59 6.70 1.59 2.97
Foreign exchange 0.84 9.09 0.84 4.07
Equity 0.41 0.90 0.05 0.26
Commodity 0.01 0.58 * 0.09
Specific risk1 0.40 1.36 0.22 0.54
Total VaR 2.34 8.99 2.34 5.28
The Groups capital management objective is to maintain an optimal level of capital. Policies are set to ensure that the capital
maintained is adequate to support business growth, taking into consideration regulatory requirements, the underlying risks
of the Groups business and the maintenance of a good credit rating. The policies endorsed by the Board of Directors are
overseen by senior management.
The Group adopted the Basel III framework for its computation of capital adequacy ratios in accordance with MAS Notice 637
Risk-Based Capital Adequacy Requirements for Banks Incorporated in Singapore with effect from January 2013. The Groups
Common Equity Tier 1 Capital comprises mainly share capital and disclosed reserves, Additional Tier 1 Capital comprises
eligible perpetual securities and Basel II qualifying preference shares (subject to regulatory derecognition arrangement) and
Tier 2 Capital comprises Basel II qualifying subordinated notes (subject to regulatory derecognition arrangement) and excess
of accounting provisions over Basel expected loss. Risk-weighted assets include both on-balance sheet and off-balance sheet
exposures adjusted for credit, market and operational risks.
The Group
Basel III Basel II
2013 2012
$ million $ million
The financial statements were authorised for issue by the Board of Directors on 14 February 2014.
Investor Reference
Contents
6 Financial Highlights
8 Five-Year Group Financial Summary
60 Management Discussion and Analysis
155 UOB Share Price and Turnover
156 Statistics of Shareholdings
158 Five-Year Ordinary Share Capital Summary
159 Our International Network
163 Notice of Annual General Meeting
168 Appendix to the Notice of Annual General Meeting
200,000 20
150,000 15
100,000 10
50,000 5
0 0
2009 2010 2011 2012 2013
$ per share
1 Average share prices are used in computing price/earning ratio and net dividend yield.
2 Excluded one-time gain on sale of UOB Life Assurance Limited and United Industrial Corporation Limited in 2010.
Distribution of Shareholdings
No. of
shares
No. of (excluding
Size of shareholdings shareholders % treasury shares) %
Public Float
Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited requires that at least 10% of the total number
of issued shares (excluding treasury shares, preference shares and convertible equity securities) of a listed company in a class that
is listed is at all times held by the public.
Based on information available to the Company as at 5 March 2014, approximately 76% of the issued shares of the Company was
held by the public and therefore, Rule 723 of the Listing Manual has been complied with.
Twenty Largest Ordinary Shareholders (as shown in the Register of Members and Depository Register)
No. of
Name of ordinary shareholders ordinary shares %*
* Percentage is calculated based on the total number of issued ordinary shares, excluding treasury shares, of the Bank.
Other
Shareholdings shareholdings in
registered in which substantial
the name of shareholders are
substantial deemed to have
shareholders an interest Total interest
Substantial shareholder No. of shares No. of shares No. of shares %
* Percentage is calculated based on the total number of issued shares, excluding treasury shares, of the Bank.
Notes:
(1)
Estate of Lien Ying Chow, deceased and Lien Ying Chow Private Limited are each deemed to have an interest in the 81,233,515 UOB shares in which Wah Hin and
Company Private Limited has an interest.
(2)
Wah Hin and Company Private Limited is deemed to have an interest in the 10,113 UOB shares held by Sandstone Capital Pte Ltd.
(3)
Sandstone Capital Pte Ltd is deemed to have an interest in the 81,223,402 UOB shares held by Wah Hin and Company Private Limited.
(4)
Wee Cho Yaw, Wee Ee Cheong, Wee Ee Chao and Wee Ee Lim are each deemed to have an interest in Wee Investments Private Ltds total direct and deemed interests
of 121,176,920 UOB shares.
Notice is hereby given that the 72nd Annual General Meeting of members of the Company will be held at Pan Pacific Singapore,
Pacific 2-3, Level 1, 7 Raffles Boulevard, Marina Square, Singapore 039595 on Thursday, 24 April 2014, at 3.00 pm to transact the
following business:
AS ORDINARY BUSINESS
Resolution 1 To receive the Financial Statements, the Directors Report and the Auditors Report for the year ended
31 December 2013.
Resolution 2 To declare a final one-tier tax-exempt dividend of 50 cents and a special one-tier tax-exempt dividend of
five cents per ordinary share for the year ended 31 December 2013.
Resolution 4 To approve a fee of $800,000 to the Chairman Emeritus and Adviser of the Bank, Dr Wee Cho Yaw, for the
period from January 2013 to December 2013.
Resolution 5 To re-appoint Ernst & Young LLP as Auditor of the Company and authorise the Directors to fix their remuneration.
Resolution 8 To re-appoint Dr Wee Cho Yaw under Section 153(6) of the Companies Act, Cap 50, to hold office from the
date of this Annual General Meeting until the next Annual General Meeting.
AS SPECIAL BUSINESS
(a) (i) issue ordinary shares in the capital of the Company (Shares) whether by way of rights, bonus
or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, Instruments) that might or would
require Shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares
in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1) the aggregate number of ordinary Shares to be issued pursuant to this Resolution (including Shares to
be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed
50 per cent of the total number of issued shares, excluding treasury shares, in the capital of the
Company (as calculated in accordance with paragraph (2) below), of which the aggregate number of
Shares to be issued other than on a pro-rata basis to shareholders of the Company (including Shares
to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed
20 per cent of the total number of issued shares, excluding treasury shares, in the capital of the Company
(as calculated in accordance with paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited (SGX-ST)) for the purpose of determining the aggregate number of Shares that may be
issued under paragraph (1) above, the percentage of issued Shares shall be based on the total number
of issued shares, excluding treasury shares, in the capital of the Company at the time this Resolution
is passed, after adjusting for:
(i) new ordinary Shares arising from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding or subsisting at the time this
Resolution is passed; and
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of
the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived
by the SGX-ST) and the Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution
shall continue in force until the conclusion of the next AGM of the Company or the date by which the
next AGM of the Company is required by law to be held, whichever is earlier.
Resolution 10 THAT authority be and is hereby given to the Directors to allot and issue from time to time such number of ordinary
Shares as may be required to be allotted and issued pursuant to the UOB Scrip Dividend Scheme.
Resolution 11 THAT
(i) allot and issue any of the preference shares referred to in Articles 7A, 7B, 7C, 7D, 7E and/or 7F
of the Articles of Association of the Company; and/or
(ii) make or grant offers, agreements or options that might or would require the preference shares
referred to in sub-paragraph (i) above to be issued,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit and (notwithstanding that the authority conferred
by this Resolution may have ceased to be in force) to issue the preference shares referred to in
sub-paragraph (i) above in connection with any offers, agreements or options made or granted by the
Directors while this Resolution was in force;
(b) the Directors be authorised to do all such things and execute all such documents as they may consider
necessary or appropriate to give effect to this Resolution as they may deem fit; and
Resolution 12 THAT
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the
Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares
in the capital of the Company not exceeding in aggregate the Maximum Limit (as hereafter defined),
at such price or prices as may be determined by the Directors from time to time up to the Maximum
Price (as hereafter defined), whether by way of:
(ii) off-market purchase(s) (Off-Market Purchase) (if effected otherwise than on SGX-ST) in accordance
with any equal access scheme(s) as may be determined or formulated by the Directors as they
consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and rules of SGX-ST as may for the
time being be applicable, be and is hereby authorised and approved generally and unconditionally
(Share Purchase Mandate);
(b) the authority conferred on the Directors pursuant to the Share Purchase Mandate may be exercised
by the Directors at any time and from time to time during the period commencing from the date of the
passing of this Resolution and expiring on the earliest of:
(i) the date on which the next AGM of the Company is held or required by law to be held;
(ii) the date on which the purchases or acquisitions of Shares pursuant to the Share Purchase
Mandate are carried out to the full extent mandated; or
(iii) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied
by the Company in a general meeting;
Relevant Period means the period commencing from the date on which the last AGM of the Company
was held and expiring on the date the next AGM of the Company is held or is required by law to be
held, whichever is the earlier, after the date of this Resolution;
Maximum Limit means that number of Shares representing five per cent of the total number of
issued Shares (excluding any Shares which are held as treasury shares) as at the date of the passing
of this Resolution unless the Company has effected a reduction of the share capital of the Company in
accordance with the applicable provisions of the Companies Act at any time during the Relevant Period,
in which event the issued Shares shall be taken to be the total number of the issued Shares as altered
by such capital reduction (excluding any Shares which are held as treasury shares as at that date); and
Maximum Price in relation to a Share to be purchased or acquired, means the purchase price
(excluding brokerage, commission, applicable goods and services tax and other related expenses)
which shall not exceed:
(i) in the case of a Market Purchase, 105 per cent of the Average Closing Price of the Shares; and
(ii) in the case of an Off-Market Purchase, 110 per cent of the Average Closing Price of the Shares,
where:
Average Closing Price means the average of the last dealt prices of the Shares over the five
consecutive market days on which the Shares were transacted on the SGX-ST immediately preceding
the date of the Market Purchase by the Company or, as the case may be, the date of the making of the
offer pursuant to the Off-Market Purchase, and deemed to be adjusted in accordance with the listing
rules of the SGX-ST for any corporate action which occurs after the relevant five-day period; and
date of the making of the offer means the date on which the Company announces its intention to
make an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more
than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of
the equal access scheme for effecting the Off-Market Purchase; and
(d) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they and/or he may consider expedient
or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.
Notes to Resolutions
Resolution 2 is to approve the final dividend. The Transfer Books and Register of Members will be closed from 5May 2014 to
6 May 2014, both dates inclusive, for the preparation of the final dividend. Registrable transfers received up to 5.00 pm on
2 May 2014 will be entitled to the final dividend. If approved, the final dividend will be paid on 16 June 2014.
Resolution 4 is to approve a fee of $800,000 between January 2013 and December 2013 to Dr Wee Cho Yaw, Chairman Emeritus
and Adviser of the Bank, for providing advice and guidance to Management drawn from his vast experience, knowledge and expertise
acquired over more than 50 years with the Bank.
Resolution 6 is to re-elect Mr Wong Meng Meng who will, if re-elected, continue as the non-independent chairman of the Nominating
Committee.
Resolution 7 is to re-elect Mr Willie Cheng Jue Hiang who will, if re-elected, continue as the independent chairman of the Audit
Committee and an independent member of the Nominating Committee.
Resolution 8 is to re-appoint Dr Wee Cho Yaw who will, if re-appointed, remain as Chairman Emeritus and Adviser and continue as
the non-independent chairman of the Executive, Remuneration and Board Risk Management Committees and a non-independent
member of the Nominating Committee.
Resolution 9 is to empower the Directors to issue ordinary shares in the capital of the Company and to make or grant instruments
(such as warrants or debentures or options) convertible into ordinary Shares, and to issue ordinary Shares in pursuance of such
instruments, up to an amount not exceeding in total 50 per cent of the total number of issued shares, excluding treasury shares,
in the capital of the Company, but with a sub-limit of 20 per cent for issue of Shares other than on a pro-rata basis to shareholders
(General Mandate). For the purpose of determining the aggregate number of ordinary Shares that may be issued pursuant to the
General Mandate, the percentage of issued shares in the capital of the Company shall be based on the total number of issued shares,
excluding treasury shares, in the capital of the Company at the time that Resolution 9 is passed, after adjusting for (a) new ordinary
Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are
outstanding or subsisting at the time that Resolution 9 is passed, and (b) any subsequent bonus issue, consolidation or subdivision
of ordinary Shares.
Resolution 11 is to enable the Directors to issue any of the preference shares referred to in Articles 7A, 7B, 7C, 7D, 7E and/or 7F
of the Articles of Association of the Company and/or make or grant offers, agreements or options that might or would require such
preference shares to be issued at any time. The Directors will only issue such preference shares under this Resolution if they consider
it appropriate and in the interest of the Company to do so.
Resolution 12 is to renew the Share Purchase Mandate, which was originally approved by shareholders on 29April 2004 and was
last approved at the annual general meeting of the Company on 25 April 2013.
The Company intends to use its internal sources of funds to finance its purchase or acquisition of the Shares. The amount of financing
required for the Company to purchase or acquire its Shares and the impact on the Companys financial position, cannot be ascertained
as at the date of this Notice of AGM as these will depend on, inter alia, the aggregate number of Shares purchased or acquired and
the consideration paid at the relevant time.
Based on the total number of issued Shares as at 5 March 2014 (the Latest Practicable Date), the purchase by the Company of
five per cent of its issued Shares (excluding the Shares held in treasury) will result in the purchase or acquisition of 78,827,485 Shares.
Assuming that the Company purchases or acquires 78,827,485 shares at the Maximum Price, the maximum amount of funds required
is approximately:
(a) in the case of Market Purchases of Shares, S$1,709,768,150 based on S$21.69 for one Share (being the price equivalent to
five per cent above the Average Closing Price of the Shares immediately preceding the Latest Practicable Date); and
(b) in the case of Off-Market Purchases of Shares, S$1,791,748,734 based on S$22.73 for one Share (being the price equivalent
to ten per cent above the Average Closing Price of the Shares immediately preceding the Latest Practicable Date).
The financial effects of the purchase or acquisition of such Shares by the Company pursuant to the proposed Share Purchase Mandate
on the audited financial accounts of the UOB Group for the financial year ended 31December 2013, based on certain assumptions,
are set out in paragraph 2.8 of the Appendix to this Notice of AGM dated 1 April 2014.
Vivien Chan
Secretary
Singapore
1 April 2014
Notes
(1) A member entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of
the Company.
(2) To be effective, the instrument appointing a proxy must be deposited at 80 Raffles Place, #04-20 UOB Plaza 2, Singapore 048624 (Attention: The Company Secretary)
not less than 48 hours before the time set for holding the AGM of the Company.
The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any statements or opinions
made in this Appendix.
1. INTRODUCTION
1.1 General. The purpose of this Appendix is to provide Shareholders1 with information relating to Resolution 12 set out in the
Notice of Annual General Meeting of United Overseas Bank Limited (UOB) in respect of the proposed renewal of the mandate
(Share Purchase Mandate) enabling UOB to purchase or otherwise acquire its issued ordinary shares in the capital of UOB
(Shares).
1.2 SGX-ST. The Singapore Exchange Securities Trading Limited (SGX-ST) takes no responsibility for the accuracy of any statement
or opinion made in this Appendix.
2.1 Background. The Companies Act requires a company to obtain the approval of its shareholders to purchase or otherwise
acquire its own Shares. The Share Purchase Mandate was first approved by Shareholders on 29 April 2004 and was last
renewed at the annual general meeting (2013 AGM) of UOB held on 25 April 2013 (2013 Share Purchase Mandate).
The 2013 Share Purchase Mandate will expire on the date of the forthcoming 72nd annual general meeting of UOB to be held
on 24 April 2014 (72nd Annual General Meeting). The approval of Shareholders is being sought for the renewal of the Share
Purchase Mandate at the 72nd Annual General Meeting.
2.2 Rationale for the Proposed Renewal of the Share Purchase Mandate. The proposed renewal of the Share Purchase Mandate
would give UOB the flexibility to undertake the purchase or acquisition of its issued Shares as and when appropriate to:
(a) manage the capital structure of UOB, with a view to achieving an efficient capital mix;
(b) manage surplus capital, such that surplus capital and funds which are in excess of UOBs requirements may be returned
to Shareholders in an expedient and cost-efficient manner; and
(c) improve return on equity (ROE), which is one of the key objectives of UOB.
In addition, the issued Shares which are purchased or acquired pursuant to the Share Purchase Mandate may be held as
treasury shares which may be used for the purposes of or pursuant to any staff incentive scheme as may be implemented
by UOB from time to time.
The Share Purchase Mandate will be exercised by the Directors of UOB (Directors) in circumstances where it is considered
to be in the best interests of UOB after taking into account factors such as the amount of surplus cash available and working
capital requirements of UOB, the prevailing market conditions, liquidity and orderly trading of the Shares.
1 Refers to registered holders of Shares, except that where the registered holder is The Central Depository (Pte) Limited (CDP), the term Shareholders shall, in relation
to such Shares and where the context admits, mean the Depositors (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore (Companies Act))
whose securities accounts are maintained with CDP (but not including securities sub-accounts maintained with a Depository Agent (as defined in Section 130A of
the Companies Act)) are credited with Shares.
2.3 Authority and Limits on the Share Purchase Mandate. The authority and limits on the Share Purchase Mandate are
summarised below.
The total number of Shares that may be purchased or acquired by UOB pursuant to the Share Purchase Mandate is
limited to that number of Shares representing five per cent of the total number of issued Shares of UOB as at the date
of the 72nd Annual General Meeting at which this renewal of the Share Purchase Mandate is approved (Approval Date)
unless UOB has effected a reduction of the share capital of UOB in accordance with the applicable provisions of the
Companies Act, at any time during the period commencing from the date on which the last annual general meeting
(AGM) was held and expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier,
in which event the issued Shares shall be taken to be the total number of the issued Shares as altered by such capital
reduction. Only Shares which are issued and fully paid-up may be purchased or acquired by UOB. The Shares which
are held as treasury shares will be disregarded for the purposes of computing the five per cent limit.
While the Share Purchase Mandate would authorise the purchase or acquisition of Shares up to the
five per cent limit, Shareholders should note that purchases or acquisitions of Shares pursuant to the Share
Purchase Mandate may not be carried out up to the full five per cent as authorised, or at all. In particular, no
purchase or acquisition of the Shares would be made in circumstances which would have or may have a material
adverse effect on the financial position of UOB.
Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the Approval Date
up to:
(a) the date on which the next AGM of UOB is held or required by law to be held;
(b) the date on which the purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried
out to the full extent mandated; or
(c) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by UOB in a
general meeting,
(a) on-market purchases (Market Purchases) transacted on the SGX-ST through the SGX-STs trading system,
through one or more duly licensed dealers appointed by UOB for the purpose; and/or
(b) off-market purchases (Off-Market Purchases) effected pursuant to an equal access scheme.
The purchases or acquisitions in connection with or in relation to any equal access scheme or schemes may be
subject to such terms and conditions as the Directors may consider fit in the interests of UOB provided that such
terms and conditions are consistent with the relevant provisions of the Share Purchase Mandate, the listing manual
of the SGX-ST (Listing Manual) and the Companies Act.
(i) offers for the purchase or the acquisition of Shares shall be made to every person who holds Shares to purchase
or acquire the same percentage of their Shares;
(ii) all of those persons shall be given a reasonable opportunity to accept the offers made; and
(iii) the terms of the offers shall be the same, except that:
(1) differences in consideration attributable to the fact that offers may relate to Shares with different accrued
dividend entitlements; and
(2) differences in the offers introduced solely to ensure that each person is left with a whole number of Shares,
shall be disregarded.
If UOB wishes to make an Off-Market Purchase in accordance with an equal access scheme, it will issue an offer
document containing at least the following information:
(III) the information required under Rules 883(2), (3), (4), (5) and (6) of the Listing Manual.
The purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses)
to be paid for a Share will be determined by the Directors. The purchase price to be paid for the Shares as determined
by the Directors must not exceed:
(a) in the case of a Market Purchase, 105 per cent of the Average Closing Price of the Shares; and
(b) in the case of an Off-Market Purchase, 110 per cent of the Average Closing Price of the Shares,
Average Closing Price means the average of the last dealt prices of the Shares over the five consecutive market
days on which the Shares were transacted on the SGX-ST immediately preceding the date of the Market Purchase by
UOB or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to
be adjusted in accordance with the listing rules of the SGX-ST for any corporate action which occurs after the relevant
five-day period; and
date of the making of the offer means the date on which UOB announces its intention to make an offer for an
Off-Market Purchase, stating the purchase price (which shall not be more than the Maximum Price calculated on the
foregoing basis) for each Share, and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.
2.4 Source of Funds. The Companies Act permits UOB to purchase or acquire its own Shares out of capital, as well as from its
distributable profits.
UOB intends to use its internal sources of funds to finance its purchase or acquisition of the Shares. The Directors do not
propose to exercise the Share Purchase Mandate in a manner and to such extent that the liquidity and capital of UOB and its
subsidiaries (Group) would be materially adversely affected.
2.5 Reporting Requirements. Pursuant to Rule 886 of the Listing Manual, UOB will notify the SGX-ST of any purchase or
acquisition of Shares under the proposed Share Purchase Mandate as follows:
(a) in the case of a Market Purchase, by 9.00 am on the market day following the day on which it purchased the Shares;
and
(b) in the case of an Off-Market Purchase, by 9.00 am on the second market day after the close of acceptances of the offer.
The announcement (in the form prescribed under the Listing Manual) shall include, inter alia, details of the maximum number of
Shares authorised for purchase, the date of purchase, the total number of Shares purchased, the number of Shares cancelled,
the number of Shares held as treasury shares, the purchase price per Share or the highest and lowest prices paid for such
Shares (as applicable), the total consideration (including stamp duties, brokerage and clearing charges, and other related
expenses) paid or payable for the Shares, the cumulative number of Shares purchased to date, the number of issued Shares
excluding treasury shares, and the number of treasury shares held after the purchase.
2.6 Status of Purchased Shares. Under the Companies Act, Shares purchased or acquired by UOB shall be deemed cancelled
immediately on purchase or acquisition (and all rights and privileges attached to the Shares will expire on cancellation) unless
such Shares are held by UOB as treasury shares. Accordingly, in the event that the Shares are cancelled, the total number of
issued Shares will be reduced by the number of Shares so cancelled.
Depending on the needs of UOB, the Directors will decide whether the Shares purchased will be cancelled or kept as treasury
shares, or partly cancelled and partly kept as treasury shares.
2.7 Treasury Shares. The Shares purchased or acquired may be held or dealt with as treasury shares. Some of the provisions on
treasury shares under the Companies Act are summarised below.
The number of Shares held as treasury shares cannot at any time exceed ten per cent of the total number of issued Shares.
UOB cannot exercise any right in respect of treasury shares, including any right to attend or vote at meetings.
In addition, treasury shares are not entitled to dividends or other distribution of UOBs assets but fully paid bonus
shares may be allotted in respect of treasury shares and such bonus shares shall be treated for the purposes of the
Companies Act as if they were purchased by UOB at the time they were allotted. Accordingly, such bonus shares may
be held as treasury shares or dealt with in the manner described in paragraphs 2.7.3(a) to 2.7.3(e) below. A subdivision or
consolidation of any treasury share is also allowed so long as the total value of the treasury shares after the subdivision
or consolidation is the same as before.
Where Shares purchased or acquired by UOB are held as treasury shares, UOB may at any time but subject always to
the Singapore Code on Take-overs and Mergers (Take-over Code):
(b) transfer the treasury shares for the purposes of or pursuant to an employee share scheme;
(c) transfer the treasury shares as consideration for the acquisition of shares in or assets of another company or
assets of a person;
(e) sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister
for Finance.
Under Rule 704(28) of the Listing Manual, an immediate announcement containing, inter alia, the following details must
be made in respect of any sale, transfer, cancellation and/or use of the treasury shares (each an event):
(iii) number of treasury shares involved before and after the event; and
(iv) percentage of the number of treasury shares against the total number of issued Shares (of the same class as
the treasury shares) before and after the event.
2.8 Financial Effects. The financial effects on the Group arising from purchases or acquisitions of Shares which may be made
pursuant to the proposed Share Purchase Mandate will depend on, inter alia, the aggregate number of Shares purchased or
acquired and the consideration paid at the relevant time, and whether the Shares purchased or acquired are held in Treasury
or cancelled. The financial effects on the Group for the financial year ended 31 December 2013 are based on the assumptions
set out below.
Where the consideration paid by UOB for the purchase or acquisition of Shares is made out of capital, the amount
available for the distribution of dividends by UOB will not be reduced.
Where the consideration paid by UOB for the purchase or acquisition of Shares is made out of profits, such consideration
will correspondingly reduce the amount available for the distribution of dividends by UOB.
The maximum number of Shares which can be purchased by UOB will depend on the number of issued Shares,
excluding treasury shares, of UOB as at the Approval Date. As at the Latest Practicable Date prior to the printing of this
Appendix, being 5 March 2014 (Latest Practicable Date), the issued share capital of UOB comprised 1,576,549,700
Shares, excluding treasury shares.
Purely for illustrative purposes, on the basis of 1,576,549,700 Shares in issue, excluding treasury shares, as at the Latest
Practicable Date, not more than 78,827,485 Shares (representing five per cent of the Shares in issue, excluding treasury
shares, as at that date) may be purchased or acquired by UOB pursuant to the proposed Share Purchase Mandate.
Assuming that UOB purchases or acquires the maximum number of Shares at the Maximum Price, the amount of
funds required is approximately:
(a) in the case of Market Purchases of Shares, S$1,709,768,150 based on S$21.69 for one Share (being the price
equivalent to five per cent above the Average Closing Price of the Shares immediately preceding the Latest
Practicable Date); and
(b) in the case of Off-Market Purchases of Shares, S$1,791,748,734 based on S$22.73 for one Share (being the
price equivalent to ten per cent above the Average Closing Price of the Shares immediately preceding the Latest
Practicable Date).
For illustrative purposes only, on the basis of the assumptions set out in paragraphs 2.8.2 and 2.8.3 above, as well as
the following:
(a) the Share Purchase Mandate had been effective on 1 January 2013 and UOB had on 1 January 2013 purchased
78,827,485 Shares (representing five per cent of the total Shares in issue as at the Latest Practicable Date,
excluding the Shares held in treasury);
(b) no Shares were purchased by UOB after the Latest Practicable Date; and
(c) the purchase consideration was funded by UOB from excess funds deployed in the inter-bank market with an
effective pre-tax yield of 0.35 per cent, being the inter-bank one-month offer rate as at 5 March 2014, and at
the tax rate of 17 per cent,
Market Purchases
Before Share After Share
As at 31 December 2013 Purchases Purchases(1)
Financial Ratios
Net Tangible Assets (NTA) per Share (S$)(2) 12.73 12.25
Earnings per Share Basic (S$)(3) 1.84 1.94
Return on Equity (ROE) (%)(3) 12.3 13.2
Total Capital Adequacy Ratio (%) 16.6 15.5
Notes:
(1)
The above financial effects remain the same irrespective of whether:
(a) the purchases of Shares are effected out of capital or profits; and
(b) the Shares repurchased are held in treasury or cancelled.
(2)
Preference shares and other capital were excluded from the computation.
(3)
Calculated based on profit attributable to Shareholders net of preference share dividends and distribution for other capital for the financial year.
Off-Market Purchases
Before Share After Share
As at 31 December 2013 Purchases Purchases(1)
Financial Ratios
Net Tangible Assets (NTA) per Share (S$)(2) 12.73 12.20
Earnings per Share Basic (S$)(3) 1.84 1.94
Return on Equity (ROE) (%)(3) 12.3 13.3
Total Capital Adequacy Ratio (%) 16.6 15.5
Notes:
(1)
The above financial effects remain the same irrespective of whether:
(a) the purchases of Shares are effected out of capital or profits; and
(b) the Shares repurchased are held in treasury or cancelled.
(2)
Preference shares and other capital were excluded from the computation.
(3)
Calculated based on profit attributable to Shareholders net of preference share dividends and distribution for other capital for the financial year.
The financial effects set out above are for illustrative purposes only. Although the Share Purchase Mandate would
authorise UOB to purchase or acquire up to five per cent of the issued Shares (excluding the Shares held in treasury),
UOB may not necessarily purchase or acquire or be able to purchase or acquire any or all of the five per cent of the
issued Shares (excluding the Shares held in treasury). In addition, UOB may cancel all or part of the Shares repurchased
and/or hold all or part of the Shares repurchased as treasury shares.
UOB will take into account both financial and non-financial factors (for example, stock market conditions and the performance
of the Shares) in assessing the relative impact of a purchase or acquisition of Shares before execution.
2.9 Details of Share Purchased in the last 12 months. As at the Latest Practicable Date, UOB had not repurchased or acquired
any Shares in the preceding 12 months.
2.10 Listing Status of the Shares. The Listing Manual requires a listed company to ensure that at least ten per cent of the total
number of issued shares (excluding preference shares, convertible equity securities and treasury shares) in a class that is
listed, be held by public shareholders. The public, as defined in the Listing Manual, are persons other than the directors,
chief executive officer, substantial shareholders or controlling shareholders of a listed company and its subsidiaries, as well
as associates (as defined in the Listing Manual) of such persons. As at the Latest Practicable Date, 1,202,932,620 issued
Shares, or approximately 76 per cent of the total issued Shares (excluding the Shares held in treasury), are held by public
shareholders. Assuming UOB had purchased or acquired Shares from the public up to the full five per cent limit pursuant to
the proposed Share Purchase Mandate on the Latest Practicable Date and these Shares had been held as treasury shares, the
percentage of issued Shares held by public shareholders would be reduced to 1,124,105,135 issued Shares, or approximately
75 per cent of the total issued Shares (excluding the Shares held in treasury).
Accordingly, UOB is of the view that there is a sufficient number of Shares in issue held by public shareholders which would
permit UOB to undertake purchases or acquisitions of its Shares through Market Purchases up to the full five per cent limit
pursuant to the Share Purchase Mandate without affecting the listing status of the Shares on the SGX-ST, and that the number
of Shares remaining in the hands of the public will not fall to such a level as to cause market illiquidity.
2.11 Shareholding Limits. Under the Banking Act, Chapter 19 of Singapore (Banking Act):
(a) no person shall enter into any agreement or arrangement, whether oral or in writing and whether express or implied, to
act together with any person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation
to, their interests in voting shares of an aggregate of five per cent or more of the total votes attached to all voting shares
in a designated financial institution, without first obtaining the approval of the Minister designated for the purposes of
the Banking Act (Minister) (Five Per Cent Limit); and
(b) no person shall be a 12 per cent controller (as defined below) or a 20 per cent controller (as defined below) of a
designated financial institution without first obtaining the approval of the Minister.
designated financial institution means (i) a bank incorporated in Singapore; or (ii) a financial holding company;
total number of issued shares, in relation to a company, does not include treasury shares;
12 per cent controller means a person, not being a 20 per cent controller, who alone or together with his associates,
(i) holds not less than 12 per cent of the total number of issued shares in the designated financial institution; or (ii) is in a
position to control voting power of not less than 12 per cent in the designated financial institution; and
20 per cent controller means a person who, alone or together with his associates, (i) holds not less than 20 per cent of the
total number of issued shares in the designated financial institution; or (ii) is in a position to control voting power of not less
than 20 per cent in the designated financial institution.
For the purposes of the Banking Act, the percentage of the total number of issued Shares held by a Shareholder (whose
Shares were not the subject of a share purchase or acquisition by UOB) and the percentage voting rights of a Shareholder
(whose Shares were not the subject of a share purchase or acquisition by UOB) in the issued Shares immediately following
any purchase or acquisition of Shares will increase should UOB hold in treasury or cancel the Shares purchased or acquired
by UOB.
UOB wishes to draw the attention of Shareholders to the following consequences of a purchase or acquisition of Shares
by UOB pursuant to the Share Purchase Mandate, if the proposed renewal of the Share Purchase Mandate is approved by
Shareholders:
A PURCHASE OR ACQUISITION OF SHARES BY UOB MAY INADVERTENTLY CAUSE THE INTEREST IN THE SHARES
OF ANY PERSON TO REACH OR EXCEED THE FIVE PER CENT LIMIT OR CAUSE ANY PERSON TO BECOME A
12 PER CENT CONTROLLER OR A 20 PER CENT CONTROLLER.
Shareholders whose shareholdings are close to the limits set out in the Banking Act are advised to seek the prior approval
of the Monetary Authority of Singapore (MAS) to continue to hold, on such terms as may be imposed by the MAS, the
number of Shares which they may hold in excess of any of such limits, as a consequence of a purchase or acquisition of
Shares by UOB. Shareholders who are in doubt as to the action that they should take should consult their professional
advisers at the earliest opportunity.
2.12 Take-over Implications. Appendix 2 to the Take-over Code contains the Share Buy-back Guidance Note. The take-over
implications arising from any purchase or acquisition by UOB of its Shares are set out below.
If, as a result of any purchase or acquisition by UOB of its Shares, a Shareholders proportionate interest in the voting
rights of UOB increases, such increase will be treated as an acquisition for the purposes of the Take-over Code. If such
increase results in a Shareholder or group of Shareholders acting in concert acquiring or consolidating effective control
of UOB, such Shareholder or group of Shareholders acting in concert could become obliged to make a take-over offer
for UOB under Rule 14 of the Take-over Code.
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement
or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company
to obtain or consolidate effective control of that company.
In addition, the Take-over Code presumes certain persons to be acting in concert with each other unless the contrary
is established. For example, the following individuals and companies will be presumed to be acting in concert with
each other:
(i) a company;
(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and
(vii) any person who has provided financial assistance (other than a bank in the ordinary course of business)
to any of the above for the purchase of voting rights;
(b) a company with any of its directors (together with their close relatives, related trusts as well as companies
controlled by any of the directors, their close relatives and related trusts);
(c) a company with any of its pension funds and employee share schemes;
(d) a person with any investment company, unit trust or other fund whose investment such person manages on a
discretionary basis, but only in respect of the investment account which such person manages;
(e) a financial or other professional adviser, including a stockbroker, with its client in respect of the shareholdings
of the adviser and the persons controlling, controlled by or under the same control as the adviser and all the
funds which the adviser manages on a discretionary basis, where the shareholdings of the adviser and any of
those funds in the client total ten per cent or more of the clients equity share capital;
(f) directors of a company, together with their close relatives, related trusts and companies controlled by any of
them, which is subject to an offer or where they have reason to believe a bona fide offer for their company may
be imminent;
(h) an individual, his close relatives, his related trusts, and any person who is accustomed to act in accordance
with his instructions, companies controlled by any of the above persons, and any person who has provided
financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase
of voting rights.
The circumstances under which Shareholders, including Directors and persons acting in concert with them respectively,
will incur an obligation to make a take-over offer under Rule 14 of the Take-over Code after a purchase or acquisition
of Shares by UOB are set out in Appendix 2 to the Take-over Code.
In general terms, the effect of Rule 14 and Appendix 2 to the Take-over Code is that, unless exempted, Directors and
persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result
of UOB purchasing or acquiring Shares, the voting rights of such Directors and their concert parties would increase
to 30 per cent or more, or in the event that such Directors and their concert parties hold between (and including)
30 per cent and 50 per cent of UOBs voting rights, the voting rights of such Directors and their concert parties would
increase by more than one per cent in any period of six months. In calculating the percentage of voting rights of such
Directors and their concert parties, treasury shares shall be excluded.
Under Appendix 2 to the Take-over Code, a Shareholder not acting in concert with the Directors will not be required
to make a take-over offer under Rule 14 if, as a result of UOB purchasing or acquiring its Shares, the voting rights
of such Shareholder would increase to 30 per cent or more, or, if such Shareholder holds between (and including)
30 per cent and 50 per cent of UOBs voting rights, the voting rights of such Shareholder would increase by more than
one per cent in any period of six months. Such Shareholder need not abstain from voting in respect of the resolution
authorising the Share Purchase Mandate.
Based on the information in the Register of Shareholders as at the Latest Practicable Date, no Shareholder will be obliged
to make a take-over offer for UOB under Rule 14 of the Take-over Code as a result of the purchase or acquisition of
Shares by UOB pursuant to the Share Purchase Mandate of the maximum limit of five per cent of its Shares.
Shareholders who are in doubt as to their obligations, if any, to make a mandatory take-over offer under the
Take-over Code as a result of any purchase or acquisition of Shares by UOB should consult the Securities
Industry Council and/or their professional advisers at the earliest opportunity.
3. DIRECTORS RECOMMENDATION
The Directors are of the opinion that the renewal of the Share Purchase Mandate is in the best interests of UOB. Accordingly,
they recommend that Shareholders vote in favour of the proposed ordinary resolution for the renewal of the Share Purchase
Mandate at the 72nd Annual General Meeting.
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Appendix
and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Appendix constitutes
full and true disclosure of all material facts about the Share Purchase Mandate and UOB and its subsidiaries in relation to the
Share Purchase Mandate, and the Directors are not aware of any facts the omission of which would make any statement in this
Appendix misleading. Where information in the Appendix has been extracted from published or otherwise publicly available
sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has
been accurately and correctly extracted from those sources and/or reproduced in the Appendix in its proper form and context.
of (Address)
being a member/members of United Overseas Bank Limited (the Company), hereby appoint
Address
and/or *
Name Proportion of Shareholdings
NRIC/Passport No. No. of Shares %
Address
or failing him/her, the Chairman of the Meeting as my/our proxy, to attend and vote for me/us on my/our behalf at the
72 nd Annual General Meeting of members of the Company, to be held at Pan Pacific Singapore, Pacific 2-3,
Level 1, 7 Raffles Boulevard, Marina Square, Singapore 039595 on Thursday, 24 April 2014 at 3.00 pm and at any adjournment
thereof.
(Please indicate with an X in the space provided how you wish your proxy to vote. In the absence of specific directions, the
proxy will vote as the proxy deems fit.)
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addressee.
For posting in
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BUSINESS REPLY SERVICE
PERMIT NO. 07399
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Corporate Information
Head Office
80 Raffles Place,
UOB Plaza,
Singapore 048624
Phone: (65) 6533 9898
Fax: (65) 6534 2334
www.UOBGroup.com