ANNEX 1: Investor relations

The Bank is grateful to its loyal investors, particularly those who take a long-term view of their investments in the Bank and are ever willing to provide support at times when the Bank requires capital for business expansion. The Bank is also cognisant of the role investor relations play in this regard.

Irrespective of the method, information is central to effective investor engagement. The communication of relevant and timely information to investors and the broader capital markets enables them to make informed decisions about their current and prospective shares and other securities held at the Bank. The Bank has a strong reputation for being actively engaged with its investors. The Bank’s disclosure of information in various publications, in the Annual Report – the main investor communications tool – in particular, goes far beyond the legal and regulatory compliance requirements. Through such disclosures, the Bank aims to help investors obtain a fair understanding of the Bank’s current performance, strategic direction, governance, risk management, and future business prospects which have made the Bank’s shares a creditable investment proposition. The Bank always attempts to present a balanced view of its fundamentals in terms of operational results, financial position, and cash flows. This is done with the aim of helping them to understand the underlying strengths of the Bank and building positive relationships with the investors.

The Annual General Meeting is an excellent platform to have a two-way communication between the Bank and the investor community. In addition, an Extraordinary General Meeting was held in May 2017 to obtain shareholders’ approval for the Rights Issues of Ordinary Shares of Rs. 10 Bn. Further, we have provided an opportunity for investors to provide their feedback to the Bank about this Annual Report through the stakeholder Feedback Form enclosed to this Annual Report. We urge investors to make use of these opportunities and indicate their views and any concerns on any aspects relevant to the future prospects of the Bank which, among other things, may include strategic direction, quality of management, and governance. We value such inputs and will use them when formulating strategy for long-term value creation.

The Bank always aspires to put in place international best practices to investor relations since a healthy dialogue with this important stakeholder group helps the Bank in many ways. Examples include reinforcing good policies and practices such as accountability and good governance within the Bank, and building an active market and a fair valuation for the Bank’s shares. These actions all lead to strengthen the trust and confidence of investors further. The effectiveness of the Bank’s investor engagement efforts – through sharing relevant information about its current performance and future prospects – is evident when the Bank’s shares are trading at a premium to their book value at the Colombo Stock Exchange (CSE) (Price to book value of 1.26 times as at December 31, 2017, the highest among the players in the Bank, Finance and Insurance sector).

The Bank is aware that its website is now the first port of call for most stakeholders who want to learn more about the Bank. Accordingly, the Bank makes all effort to keep it (including the investor relations pages thereof) up to date at all times.

This Report provides relevant information to facilitate an informed and constructive discussion at the forthcoming Annual General Meeting.

With a public holding (free float) of 99.71% in voting shares and 89.66% in non-voting shares against the regulatory minimum of 10%, the Bank’s shares are actively traded in the CSE, providing a ready “enter and exit” mechanism for investors. The following pages of the Report provide information on the performance of the Bank’s listed securities.

1. Our Listed Securities

The Bank’s ordinary shares are listed on the Main Board of the Colombo Stock Exchange (CSE) under the ticker symbol ‘COMB’. All debentures issued are also listed on the CSE.

Most daily newspapers, including the Daily News, Daily FT, The Island and Daily Mirror carry a summary of trading activity and daily prices of shares and debentures within their pages using the abbreviation of Commercial Bank or COMB (Table 26).

Table – 26
Summary of trading activity
Security type Number in issue as at
31.12.2017 31.12.2016 Stock symbol
Equity
Ordinary Shares – Voting 931,971,691 833,521,887 COMB-N0000
Ordinary Shares – Non-voting 63,927,611 57,212,653 COMB-X0000
Debt
Fixed Rate Debentures
March 2016/21
44,303,400 44,303,400 COMB-BD-08/03/21- C2341-10.75%
Fixed Rate Debentures
March 2016/26
17,490,900 17,490,900 COMB-BD-08/03/26- C2342-11.25%
Fixed Rate Debentures
October 2016/21
50,718,000 50,718,000 COMB-BD-27/10/21- C2360-12.00%
Fixed Rate Debentures
October 2016/26
19,282,000 19,282,000 COMB-BD-27/10/26- C2359-12.25%
Newswire Codes
Bloomberg
Dow Jones
Reuters
Table – 27
Share price trend over last five years
2017 2016 2015 2014 2013
Ordinary shares – Voting
Highest price (Rs.) 150.00 151.90 194.00 179.90 126.00
Lowest price (Rs.) 128.50 115.00 139.90 113.50 103.20
Last traded price (Rs.) 135.80 145.00 140.20 171.00 120.40
Ordinary shares – Non-voting
Highest price (Rs.) 118.50 123.00 149.00 125.50 102.00
Lowest price (Rs.) 102.30 101.50 122.10 91.30 87.00
Last traded price (Rs.) 105.00 115.00 123.00 125.10 93.00

2. Performance of Securities and Returns to Shareholders

Market exhibited a stronger investor appetite during the year compared to the previous year with both turnover and volume of shares traded recording significant increases. ASPI and S&P SL 20 indices gained 6.85% and 12.30% up to October, but lost part of the gains in November and December and ended the year with only 2.26% and 5.01% gains, respectively. Rising interest rates and inflation during the year also played a part resulting in a market performance that was less than expected. Domestic and foreign activity maintained its upward trajectory with respective turnovers growing by 14.23% and 39.03%. Foreign companies were net purchasers, while local companies and foreign and local individuals were net sellers. The Bank, Finance and Insurance sector also reflected a positive 5.07% trend during the year.

The market price of an ordinary voting share of the Bank decreased by 6.34% from Rs. 145.00 at the end of 2016 to Rs. 135.80 at the end of 2017 (Table 29). The Bank maintained its policy of issuing scrip dividends and continued with its employee share option plan. Further, the Bank raised Rs. 10 Bn. via a rights issue of Ordinary Shares in the proportion of 1:10 in June 2017. As a result there was an increase in the number of shares in issue in both categories. Market capitalisation for both voting and non-voting shares in turn increased from Rs. 127.440 Bn. (USD 851.019 Mn.) in 2016 to Rs. 133.274 Bn. (USD 867.670 Mn.) in 2017 accounting for 4.6% of the total market capitalisation.

During most of 2017, the movement of the non-voting share price followed the trend of the voting shares.

Table – 28
Market capitalisation
Year Rs. Bn. USD Mn.
2017 133.274 867.670
2016 127.440 851.019

Table – 29
Sustainable value for investors Ordinary shares – Voting
Ordinary shares – Voting 2017
Rs.
2016
Rs.
Highest price
(31.10.2017) 150.00
(07.11.2016) 151.90
Lowest price
(30.03.2017) 128.50
(09.03.2016) 115.00
Year-end price 135.80 145.00
Table – 30
Ordinary shares – Non-voting
Ordinary Shares – Non-Voting 2017
Rs.
2016
Rs.
Highest price
(16.05.2017) 118.50
(04.01.2016) 123.00
Lowest price
(31.03.2017) 102.30
(09.03.2016) 101.50
Year end price 105.00 115.00

Information on shareholders’ funds and Bank’s market capitalisation

Table – 31
As at December 31, Shareholders’ funds Commercial Bank’s market capitalisation(*) Total market capitalisation of the CSE Market capitalisation as a % of CSE market capitalisation Market capitalisation ranking
Rs. Bn. Rs. Bn. Rs. Bn. % Rank
2017(*) 107 133 2,899 4.60 4
2016 78 127 2,745 4.64 3
2015 70 115 2,938 3.92 3
2014 71 139 3,105 4.46 3
2013 61 96 2,286 4.18 4

(*) Market capitalisation as at December 31, 2017 includes both voting and non-voting shares.

Table – 32
Number of transactions (No. ’000)
2017 2016 2015 2014 2013
Shares voting 12 15 16 18 19
Shares non-voting 4 4 5 7 5
Table – 33
Number of shares traded (No. Mn.)
2017 2016 2015 2014 2013
Shares voting 144 96 117 129 199
Shares non-voting 7 5 10 20 7

With many investors adopting a holding strategy on the stock in view of its performance, an upward trajectory was recorded in the number of shares traded in both voting and non-voting shares during the year (Graph 78). There was, however sustained interest in the shares as reflected in the number of transactions in ordinary voting shares (Graph 79) which was similar to their performance in 2016 (Table 33).

Despite there being a marginal drop in the share price during 2017, the market price of Bank's ordinary voting shares grew by approximately 13% over the past five years.

3. Information on Movement in Number of Shares Represented by the Stated Capital (As per Rule No. 7.6 (ix) of the Listing Rules of the CSE)

No. of shares
Year Details Basis No. of shares issued/ (redeemed) Ordinary shares voting Ordinary shares Non-voting Cumulative redeemable preference shares
1987 As at December 31, 1987 3,000,000
1988 Bonus Issue Voting 2 for 3 2,000,000 5,000,000
1990 Bonus Issue Voting 1 for 1 5,000,000 10,000,000
1993 Rights Issue Voting 1 for 4 2,500,000 12,500,000
1996 Bonus Issue Voting 3 for 5 7,500,000 20,000,000
Rights Issue Voting 1 for 4 5,000,000 25,000,000
Share Swap Non-Voting 894,275 25,000,000 894,275
Bonus Issue Non-Voting 3 for 5 536,565 25,000,000 1,430,840
Rights Issue Non-Voting 1 for 4 357,710 25,000,000 1,788,550
1998 Bonus Issue Voting 3 for 10 7,500,000 32,500,000 1,788,550
Bonus Issue Non-Voting 3 for 10 536,565 32,500,000 2,325,115
2001 Bonus Issue Voting 1 for 5 6,500,000 39,000,000 2,325,115
Bonus Issue Non-Voting 1 for 5 465,023 39,000,000 2,790,138
Issue of Cumulative Redeemable Preference Shares 90,655,500 39,000,000 2,790,138 90,655,500
2003 Bonus Issue Voting 1 for 3 13,000,000 52,000,000 2,790,138 90,655,500
Rights Issue Voting 1 for 4 13,000,000 65,000,000 2,790,138 90,655,500
Bonus Issue Non-Voting 1 for 3 930,046 65,000,000 3,720,184 90,655,500
Rights Issue Non-Voting 1 for 4 930,046 65,000,000 4,650,230 90,655,500
Issue of Cumulative Redeemable Preference Shares 100,000,000 65,000,000 4,650,230 190,655,500
2004 ESOP Voting 29,769 65,029,769 4,650,230 190,655,500
2005 ESOP Voting 1,361,591 66,391,360 4,650,230 190,655,500
Bonus Issue Voting 1 for 1 66,389,162 132,780,522 4,650,230 190,655,500
Bonus Issue Non-Voting 1 for 1 4,650,230 132,780,522 9,300,460 190,655,500
2006 ESOP Voting 737,742 133,518,264 9,300,460 190,655,500
Redemption of Cumulative Redeemable Preference Shares (90,655,500) 133,518,264 9,300,460 100,000,000
2007 Rights Issue Voting 3 for 10 40,288,996 173,807,260 9,300,460 100,000,000
Bonus Issue Voting 1 for 3 58,204,268 232,011,528 9,300,460 100,000,000
ESOP Voting 919,649 232,931,177 9,300,460 100,000,000
Rights Issue Non-Voting 3 for 10 2,790,138 232,931,177 12,090,598 100,000,000
Bonus Issue Non-Voting 1 for 3 4,030,199 232,931,177 16,120,797 100,000,000
2008 Redemption of Cumulative Redeemable Preference Shares (100,000,000) 232,931,177 16,120,797
ESOP Voting 350,049 233,281,226 16,120,797
2009 ESOP Voting 540,045 233,821,271 16,120,797
2010 Share Split Voting 1 for 2 117,402,608 351,223,879 16,120,797
Share Split Non-Voting 1 for 2 8,060,398 351,223,879 24,181,195
ESOP Voting 2,081,508 353,305,387 24,181,195
2011 Scrip issue for final dividend 2010 Voting Rs. 2.00 per share 2,277,195 355,582,582 24,181,195
Scrip issue for final dividend 2010 Non-Voting 255,734 355,582,582 24,436,929
ESOP Voting 1,457,645 357,040,227 24,436,929
Rights Issue Voting 1 for 14 25,502,433 382,542,660 24,436,929
Rights Issue Non-Voting 1 for 14 1,745,494 382,542,660 26,182,423
Share Split Voting 1 for 1 382,542,660 765,085,320 26,182,423
Share Split Non-Voting 1 for 1 26,182,423 765,085,320 52,364,846
2012 Scrip issue for final dividend 2011 Voting Rs. 2.00 per share 13,587,144 778,672,464 52,364,846
Scrip issue for final dividend 2011 Non-Voting 1,108,902 778,672,464 53,473,748
ESOP Voting 1,341,768 780,014,232 53,473,748
2013 Scrip issue for final dividend 2012 Voting Rs. 2.00 per share 13,076,189 793,090,421 53,473,748
Scrip issue for final dividend 2012 Non-Voting 1,069,474 793,090,421 54,543,222
ESOP Voting 1,445,398 794,535,819 54,543,222
2014 Scrip issue for final dividend 2013 Voting Rs. 2.00 per share 12,504,344 807,040,163 54,543,222
Scrip issue for final dividend 2013 Non-Voting 1,036,724 807,040,163 55,579,946
ESOP Voting 3,237,566 810,277,729 55,579,946
2015 Scrip issue for final dividend 2014 Voting Rs. 2.00 per share 8,118,773 818,396,502 55,579,946
Scrip issue for final dividend 2014 Non-Voting 719,740 818,396,502 56,299,686
ESOP Voting 2,170,613 820,567,115 56,299,686
2016 Scrip issue for final dividend 2015 Voting Rs. 2.00 per share 11,818,040 832,385,155 56,299,686
Scrip issue for final dividend 2015 Non-Voting 912,967 832,385,155 57,212,653
ESOP Voting 1,136,732 833,521,887 57,212,653
2017 Scrip issue for final dividend 2016 Voting Rs. 2.00 per share 10,521,802 844,043,689 57,212,653
Scrip issue for final dividend 2016 Non-Voting 903,357 844,043,689 58,116,010
Rights Issue Voting 1 for 10 84,649,465 928,693,154 58,116,010
Rights Issue Non-Voting 1 for 10 5,811,601 928,693,154 63,927,611
ESOP Voting 3,278,537 931,971,691 63,927,611

4. Dividends

The declaration of a dividend should always ensure that a balance between the shareholders’ needs and the business needs of the Bank. For the year under review, the Bank paid two interim dividends totalling to Rs. 4.50 per share in cash. A final dividend of Rs. 2.00 per ordinary share has now been recommended by the Bank’s Board of Directors. This will be met in the form of the issue and allotment of new shares for both voting and non-voting shareholders of the Bank for the year ended December 31, 2017. It will be submitted for the approval of the shareholders at the 49th AGM, to be held on March 28, 2018.

(A dividend of Rs. 6.50 per share was declared and paid by the Bank for the year ended December 31, 2016. It consisted of a cash dividend of Rs. 4.50 per share and balance entitlement of Rs. 2.00 per share satisfied in the form of issue and allotment of new shares).

Dividends
Table – 34
Dividends 2017 2016
Cash – Rs. per share
First interim paid 1.50 1.50
Second interim paid 3.00 3.00
Total 4.50 4.50
Scrip – Rs. per share
Final proposed/allotted 2.00 2.00
Total 6.50 6.50
Dividend payout ratio (%)
Cash 27.04 27.64
Total (cash and shares) 39.06 39.94

[graph 80]

Year 2017 2016 2015 2014 2013
Dividend per share 6.50 6.50 6.50 6.50 6.50

5. Shareholders

The Bank had 9,812 ordinary voting shareholders and 4,320 ordinary non-voting shareholders as at December 31, 2017 compared to 9,610 and 4,191 voting and non-voting shareholders as at December 31, 2016 (Table 35). With two new investors joining ranks, the percentage of ordinary voting shares held by the 20 largest shareholders increased to 71.39% from 66.35% in 2016. A rise was also recorded in the non-voting ordinary shares held by the 20 largest shareholders from 41.14% in 2016 to 45.53% in 2017. Three of the new investors making significant purchases during the year under review were foreign investors (Section 5.3).

Number of ordinary shareholders
Table – 35
2017 2016
Voting shareholders 9,812 9,610
Non-voting shareholders 4,320 4,191
Total 14,132 13,801

5.1 Composition of Shareholders

As at December 31, 2017 As at December 31, 2016
No. of shareholders % No. of shares % No. of shareholders % No. of shares %
Ordinary shares – voting
Resident 9,524 97.06 614,635,782 65.95 9,314 96.92 587,487,079 70.48
Non-resident 288 2.94 317,335,909 34.05 296 3.08 246,034,808 29.52
Total 9.812 100.00 931,971,691 100.00 9,610 100.00 833,521,887 100.00
Individuals 9,260 94.37 186,657,813 20.03 9,058 94.26 193,603,082 23.23
Institutions 552 5.63 745,313,878 79.97 552 5.74 639,918,805 76.77
Total 9.812 100.00 931,971,691 100.00 9,610 100.00 833,521,887 100.00
Ordinary shares – non-voting
Resident 4,243 98.22 47,078,661 73.64 4,107 98.00 43,843,846 76.63
Non-resident 77 1.78 16,848,950 26.36 84 2.00 13,368,807 23.37
Total 4,320 100.00 63,927,611 100.00 4,191 100.00 57,212,653 100.00
Individuals 4,102 94.95 34,197,527 53.49 3,970 94.73 32,320,757 56.49
Institutions 218 5.05 29,730,084 46.51 221 5.27 24,891,896 43.51
Total 4,320 100.00 63,927,611 100.00 4,191 100.00 57,212,653 100.00

5.2 Distribution schedule of the number of holders and percentage of holding in each class of equity securities (As per Rule No. 7.6 (x) of the Listing Rules of the CSE)

As at December 31, 2017 As at December 31, 2016
No. of shareholders % No. of shares % No. of shareholders % No. of shares %
Ordinary Shares Voting
1 1,000 5,003 50.99 1,118,801 0.12 4,827 50.23 1,107,910 0.13
1,001 10,000 3,091 31.50 11,273,062 1.21 3,081 32.06 11,064,002 1.33
10,001 100,000 1,411 14.38 40,094,004 4.30 1,406 14.63 40,096,730 4.81
100,001 1,000,000 233 2.38 65,888,648 7.07 227 2.36 63,821,779 7.66
Over 1,000,000 74 0.75 813,597,176 87.30 69 0.72 717,431,466 86.07
Total 9,812 100.00 931,971,691 100.00 9,610 100.00 833,521,887 100.00
Ordinary Shares Non-Voting
1 1,000 2,349 54.38 557,060 0.87 2,248 53.64 544,686 0.94
1,001 10,000 1,354 31.34 4,608,957 7.21 1,354 32.30 4,513,800 7.89
10,001 100,000 518 11.99 14,886,791 23.29 492 11.74 13,932,010 24.35
100,001 1,000,000 91 2.11 22,204,420 34.74 90 2.15 21,600,494 37.77
Over 1,000,000 8 0.18 21,670,383 33.89 7 0.17 16,621,663 29.05
Total 4,320 100.00 63,927,611 100.00 4,191 100.00 57,212,653 100.00

5.3 The names, number and percentage of shares held by the twenty largest shareholders (As per Rule No. 7.6 (iii) of the Listing Rules of the CSE)

As at December 31, 2017 2016 (*)
Ordinary shares-voting No. of shares % No. of shares %
1. DFCC Bank PLC A/C 1 126,930,224 13.62 122,747,994 14.73
2. Employees’ Provident Fund 89,933,984 9.65 80,741,135 9.69
3. Mr Y S H I Silva 70,742,605 7.59 82,635,230 9.91
4. Deutsche Bank AG Singapore – DSS A/C NT Asian Discovery Master Fund 53,263,322 5.72 13,929,632 1.67
5. Sri Lanka Insurance Corporation Ltd. – Life Fund 46,620,431 5.00 41,854,996 5.02
6. Melstacorp PLC 41,516,889 4.45 28,295,305 3.39
7. CB NY S/A International Finance Corporation 41,442,164 4.45 37,206,040 4.46
8. Sri Lanka Insurance Corporation Ltd. – General Fund 40,087,155 4.30 35,989,537 4.32
9. Mrs L E M Yaseen 17,008,550 1.83 16,603,339 1.99
10. HSBC International Nominees Ltd. – JPMLU – Franklin Templeton Investment Fund 16,599,478 1.78 14,791,566 1.77
11. BNYMSANV RE-CF Ruffer Absolute Return Fund 16,414,352 1.76 6,336,702 0.76
12. Employee’s Trust Fund Board 15,579,452 1.67 10,723,987 1.29
13. HSBC International Nominees Ltd. – JPMCB – T ROWE New Asia Fund 14,990,626 1.61
14. HSBC International Nominees Ltd. – SSBT – Morgan Stanley Asset Management SA
Acting on behalf of Morgan Stanley Galaxy Fund
14,181,819 1.52 12,732,186 1.53
15. HSBC International Nominees Ltd. – SSBT – Morgan Stanley Institutional Fund,
Inc. – Frontier Emerging Markets Portfolio
13,605,543 1.46 12,998,068 1.56
16. BNYMSANV RE – First State Investments ICVC – Stewart Investors Indian
Subcontinent Fund
9,897,978 1.06 8,886,230 1.07
17. HSBC International Nominees Ltd. – SSBT – BMO Investments II (Ireland) Public
Limited Company
9,862,752 1.06 8,522,701 1.02
18. HSBC International Nominees Ltd. – JPMLU – T ROWE Price Funds SICAV 9,503,641 1.02
19. HSBC International Nominees Ltd. – BPSS LUX – Aberdeen Global Asia
Pacific Equity Fund
9,444,947 1.01 11,172,854 1.34
20. HSBC International Nominees Ltd. – BP2S London – Aberdeen Asia Smaller
Companies Investment Trust
7,734,621 0.83 6,944,006 0.83
Sub total 665,360,533 71.39 553,111,508 66.35
Other shareholders 266,611,158 28.61 280,410,379 33.65
Total 931,971,691 100.00 833,521,887 100.00

* Comparative shareholdings as at December 31, 2016 of the twenty largest shareholders as at December 31, 2017.

Percentage of public holding of voting shares as at December 31, 2017 was 99.71% (99.73% as at December 31, 2016) (As per Rule No. 7.6 (iv) of the Listing Rules of the CSE).

Number of shareholders representing public holding as at December 31, 2017 – 9,780 (9,578 as at December 31, 2016) (As per Rule No. 7.13.1 of the Listing Rules of the CSE).

As at December 31, 2017 2016 (*)
Ordinary shares – non-voting No. of shares % No. of shares %
1. Citi Bank NY S/A Norges Bank A/C 2 6,428,323 10.06 3,228,072 5.64
2. Employees’ Trust Fund Board 4,656,784 7.28 4,167,636 7.28
3. HSBC International Nominees Ltd. – JPMLU – Franklin Templeton Investment Funds 3,866,166 6.05 3,309,627 5.78
4. GF Capital Global Ltd. 1,627,959 2.55 1,591,203 2.78
5. BNYMSANV RE-Butterfield Trust (Bermuda) Ltd. 1,442,008 2.26 1,419,594 2.48
6. CB NY S/A Salient International Dividend Signal Fund 1,323,138 2.07 1,802,572 3.15
7. Mr J D Bandaranayake 1,232,411 1.93 1,102,959 1.93
8. M J F Exports (Pvt) Ltd. 1,093,594 1.71 978,724 1.71
9. Mr M F Hashim 904,832 1.42 800,417 1.40
10. Saboor Chatoor (Pvt) Ltd. 872,800 1.37 781,100 1.37
11. Mrs L V C Samarasinha 750,000 1.17 650,000 1.14
12. Northern Trust Company S/A Polar Capital Funds PLC 718,286 1.12
13. Akbar Brothers (Pvt) Ltd. A/C No 1 689,509 1.08 576,809 1.01
14. Union Assurance PLC – No – 01A/C 649,979 1.02 581,706 1.02
15. Mr G R Mallawaaratchy/Mrs B G P Mallawaaratchy 536,072 0.84 479,764 0.84
16. Mr T W A Wickramasinghe 522,000 0.82 436,759 0.76
17. Mr Rahul Gautam 495,200 0.77 145,500 0.25
18. Mr Kirikankanamge Suren Mohanlal De Silva 442,974 0.69 383,468 0.67
19. Mr Amitha Lal Gooneratne 430,409 0.67 358,351 0.63
20. Bank of Ceylon A/C Ceybank Century Growth Fund 416,931 0.65 373,138 0.65
Sub total 29,099,375 45.52 23,167,399 40.49
Other shareholders 34,828,236 54.48 34,045,254 59.51
Total 63,927,611 100.00 57,212,653 100.00

* Comparative shareholdings as at December 31, 2016 of the twenty largest shareholders as at December 31, 2017.

Percentage of public holding of non-voting shares as at December 31, 2017 was 89.66% (99.79% as at December 31, 2016) (As per Rule No. 7.6 (iv) of the Listing Rules of the CSE).

Number of shareholders representing public holding as at December 31, 2017 – 4,309 (4,182 as at December 31, 2016) (As per Rule No. 7.13.1 of the Listing Rules of the CSE).

5.4 Directors’ shareholding including the Chief Executive Officer’s shareholding
(As per Rule No. 7.6 (v) of the Listing Rules of the CSE)

Ordinary shares – voting Ordinary shares – non-voting
As at December 31, 2017 2016 2017 2016
Mr K G D D Dheerasinghe – Chairman 23,567 21,159 Nil Nil
Mr M P Jayawardena – Deputy Chairman Nil Nil Nil Nil
Mr J Durairatnam – MD/CEO 616,800 470,770 Nil Nil
Mr S Swarnajothi Nil Nil 10,762 8,738
Mr S Renganathan 319,792 197,647 11,718 10,488
Prof A K W Jayawardane Nil Nil Nil Nil
Mr K Dharmasiri Nil Nil Nil Nil
Mr L D Niyangoda Nil Nil Nil Nil
Ms. N T M S Cooray Nil Nil 49,731 Nil
Mr G S Jadeja Nil Nil Nil Nil
Mr T L B Hurulle (appointed w.e.f. April 5, 2017) Nil N/A Nil N/A
Justice K Sripavan (appointed w.e.f. April 26, 2017) Nil N/A Nil N/A

6. Engaging with shareholders

During the year, the Bank has complied with its shareholder communication policy. This policy outlines the various formal channels through which it engages with shareholders. It covers the timely communication of quarterly performance as set out in the section on Connecting with Stakeholders of the Strategic Report. It also records significant events that may reasonably be expected to impact the share price. (More details are given in Financial Calendar.)

7. Material foreseeable risk factors

(As per Rule No. 7.6 (VI) of the Listing Rules of the CSE)

Information pertaining to the material foreseeable risk factors, that require disclosures as per the Rule No. 7.6 (vi) of the Listing Rules of the CSE is discussed in the Section on “Managing Risk: An Overview”.

8. Material issues pertaining to employees and industrial relations pertaining to the Bank

(As per Rule No. 7.6 (VII) of the Listing Rules of the CSE)

During the year under review there were no material issues relating to employees and industrial relations pertaining to the Bank which warrant disclosure.

9. Quarterly performance in 2017 compared to 2016

As required by Rule No. 7.4 (a) (i) of the Listing Rules of the CSE, the Bank duly submitted the Interim Financial Statements for the year 2017 to the CSE within applicable statutory deadlines. (The Bank duly complied with this requirement for 2016)

The Audited Income Statement for the year ended December 31, 2017 and the Audited Statement of Financial Position as at December 31, 2017 will be submitted to the CSE within three months from the year end, which is well within the required deadline as required by Rule No. 7.5 (a) of the Listing Rules of the CSE. (The Bank duly complied with this requirement for 2016)

This Annual Report in its entirety is available on the Bank’s website (http://www.combank.lk/newweb/investor-relations). Shareholders may also elect to receive a hard copy of the Annual Report via mail on request. The Company Secretary of the Bank will respond to individual letters received from shareholders.

Summary of the Income Statements – Group and Bank

2017 2016
1st Quarter March 31 2nd Quarter June 30 3rd Quarter September 30 4th Quarter December 31 Total 1st Quarter March 31 2nd Quarter June 30 3rd Quarter September 30 4th Quarter December 31 Total
Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.

Group

Net interest income 8,786.8 9,303.0 10,553.9 10,923.6 39,567.3 8,173.1 8,065.6 8,223.6 8,665.9 33,128.2
Net fee and commission
income
2,060.9 2,021.5 2,235.5 2,606.5 8,924.4 1,463.0 1,515.6 1,805.5 2,305.1 7,089.2
Other operating income
(Net)
845.8 766.2 (56.7) 726.4 2,281.7 1,429.1 496.7 1,080.1 1,174.9 4,180.8
Less: Impairment
charges for loans and
other losses
251.9 708.7 658.5 606.8 2,225.9 1,000.3 567.7 252.8 (237.5) 1,583.3
Net operating income 11,441.6 11,382.0 12,074.2 13,649.7 48,547.5 10,064.9 9,510.2 10,856.4 12,383.4 42,814.9
Less: Expenses 6,137.0 6,081.9 6,277.8 6,774.1 25,270.8 5,425.7 5,174.7 5,830.6 6,275.8 22,706.8
Operating profit 5,304.6 5,300.1 5,796.4 6,875.6 23,276.7 4,639.2 4,335.5 5,025.8 6,107.6 20,108.1
Add: Share of profits/
(losses) of associates
companies
2.2 2.2 0.4 (1.1) 3.7 0.8 1.2 3.8 0.7 6.5
Profit before income tax 5,306.8 5,302.3 5,796.8 6,874.5 23,280.4 4,640.0 4,336.7 5,029.6 6,108.3 20,114.6
Less: Income tax expense 1,493.1 1,461.8 1,677.4 2,021.6 6,653.9 1,376.5 1,083.3 1,351.5 1,836.9 5,648.2
Profit for the period 3,813.7 3,840.5 4,119.4 4,852.9 16,626.5 3,263.5 3,253.4 3,678.1 4,271.4 14,466.4
Quarterly profit as a % of
the profit after tax
23.8 23.9 25.7 26.6 100.0 22.6 22.5 25.4 29.5 100.0
Cumulative quarterly profit
as a % of the profit
after tax
23.8 47.7 73.4 100.0 22.6 45.0 70.5 100.0

Bank

Net interest income 8,661.4 9,159.8 10,420.6 10,781.6 39,023.4 8,112.9 7,997.9 8,144.3 8,568.5 32,823.6
Net fees and commission
income
2,021.2 1,956.2 2,173.7 2,451.3 8,602.4 1,460.0 1,508.9 1,798.1 2,248.5 7,015.5
Other operating income
(Net)
848.5 756.7 (36.2) 821.4 2,390.4 1,405.8 496.6 1,077.6 1,281.4 4,261.4
Less: Impairment charges
for loans and other
losses
241.7 695.3 557.5 419.8 1,914.3 995.0 551.2 257.4 (273.8) 1,529.8
Net operating income 11,289.4 11,177.4 12,000.6 13,634.5 48,101.9 9,983.7 9,452.2 10,762.6 12,372.2 42,570.7
Less: Expenses 6,067.6 5,974.2 6,193.6 6,683.6 24,919.0 5,404.0 5,136.4 5,770.9 6,208.2 22,519.5
Profit before income tax 5,221.8 5,203.2 5,807.0 6,950.9 23,182.9 4,579.7 4,315.8 4,991.7 6,164.0 20,051.2
Less: Income tax expense 1,446.4 1,438.6 1,672.2 2,044.5 6,601.7 1,345.2 1,062.1 1,328.5 1,802.9 5,538.7
Profit for the period 3,775.4 3,764.6 4,134.8 4,906.4 16,581.2 3,234.5 3,253.7 3,663.2 4,361.1 14,512.5
Quarterly profit as a % of
the profit after tax
23.5 23.5 25.8 27.2 100.0 22.3 22.4 25.2 30.1 100.0
Cumulative quarterly
profit as a % of the profit
after tax
23.5 47.0 72.8 100.0 22.3 44.7 69.9 100.0

Summary of Statements of Financial Position – Group

2017 2016
As at March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31
Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.
Cash and cash equivalents 31,194.2 38,761.0 27,738.2 34,673.4 26,041.8 33,510.9 26,332.8 32,924.2
Placements with banks 11,332.2 9,332.8 12,378.9 17,633.3 4,301.3 8,426.8 14,061.6 11,718.5
Securities purchased under resale agreements 42.0 42.3 9,002.0 80.0 350.1
Other financial assets – Held for trading 13,090.7 6,283.9 5,246.3 4,410.9 10,539.6 8,670.5 12,085.4 4,987.8
Loans and receivables to banks and other
customers
647,472.4 673,890.1 712,704.4 743,084.6 539,906.8 554,878.6 578,642.4 620,753.9
Financial investments – Available for sale 171,489.2 162,538.6 156,345.9 154,913.6 168,306.5 168,810.7 171,516.3 160,092.5
Financial investments – Held to maturity 64,544.4 66,779.0 68,368.3 69,365.8 35,911.1 36,124.7 37,001.2 63,626.6
Financial investments – Loans and receivables 44,850.3 55,418.4 48,205.5 48,712.5 66,464.2 61,741.8 52,060.8 51,824.0
Other assets 73,962.6 82,078.2 79,466.4 83,026.6 66,641.6 61,250.5 65,741.8 75,056.1
Total assets 1,057,978.0 1,095,124.3 1,110,453.9 1,155,820.7 927,114.9 933,494.5 957,792.4 1,020,983.6
Due to banks 52,951.4 58,502.8 45,185.2 60,244.9 39,095.2 36,937.4 33,417.8 71,098.4
Securities sold under resale agreements 78,220.4 77,902.3 59,990.4 49,532.4 115,628.0 95,083.4 87,040.9 69,629.0
Due to other customers/deposits from customers 784,777.9 804,554.5 824,859.9 857,270.0 652,934.5 679,948.2 710,389.5 743,310.6
Other borrowings 9,330.5 8,936.2 24,423.7 23,786.1 9,881.9 9,603.9 9,578.5 9,270.2
Subordinated liabilities 25,273.4 25,142.1 25,370.6 25,165.9 18,541.0 17,957.8 17,979.1 24,849.5
Other liabilities 26,175.1 22,403.6 26,510.6 30,954.7 25,475.6 23,169.4 22,093.6 23,010.5
Shareholders’ funds 81,249.3 97,682.8 104,113.5 108,866.7 65,558.7 70,794.4 77,293.0 79,815.4
Total liabilities 1,057,978.0 1,095,124.3 1,110,453.9 1,155,820.7 927,114.9 933,494.5 957,792.4 1,020,983.6
Quarterly growth (%)
Loans and receivables to banks and
other customers
4.30 4.08 5.76 4.26 5.88 2.77 4.28 7.28
Due to other customers/deposits from customers 5.58 2.52 2.52 3.93 4.63 4.14 4.48 4.63
Total assets 3.62 3.51 1.40 4.09 5.09 0.69 2.60 6.60

Summary of Statements of Financial Position – Bank

2017 2016
As at March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31
Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn. Rs. Mn.
Cash and cash equivalents 29,312.5 36,755.5 25,896.0 33,224.6 25,995.1 33,475.1 24,647.9 30,193.6
Placements with banks 11,332.2 9,332.8 12,378.9 17,633.3 4,301.3 8,426.8 14,061.6 11,718.5
Securities purchased under resale agreements 42.0 42.3 9,002.0 80.0 350.1
Other financial assets – Held for trading 13,090.7 6,283.9 5,246.3 4,410.9 10,539.6 8,670.5 12,085.4 4,987.8
Loans and receivables to banks and other
customers
642,804.7 669,327.6 708,069.6 738,087.1 537,473.3 551,891.7 575,081.6 616,642.7
Financial investments – Available for sale 171,420.0 162,343.9 156,151.2 154,714.1 168,288.5 168,741.5 171,446.0 160,023.5
Financial investments – Held to maturity 61,627.6 63,317.1 63,567.2 63,562.8 35,911.1 36,124.7 37,001.2 60,981.3
Financial investments – Loans and receivables 44,850.3 55,418.4 48,205.5 48,712.5 66,464.2 61,741.8 52,060.8 51,824.0
Other assets 74,334.1 82,297.3 79,471.0 83,028.5 66,599.5 61,222.2 66,564 75,829.8
Total assets 1,048,814.1 1,085,118.8 1,098,985.7 1,143,373.8 924,574.6 930,374.3 953,298.6 1,012,201.2
Due to banks 49,242.8 54,875.7 41,847.3 57,121.0 37,185.2 34,401.0 30,419.2 67,608.8
Securities sold under resale agreements 78,462.7 78,121.3 60,212.6 49,676.8 115,831.1 95,288.0 87,275.7 69,867.5
Due to other customers/deposit from customers 780,813.0 799,902.4 818,564.4 850,127.5 653,039.5 680,057.5 710,457.9 739,563.5
Other borrowings 9,330.5 8,936.2 24,423.7 23,786.1 9,881.9 9,603.9 9,578.5 9,270.2
Subordinated liabilities 25,273.4 25,142.1 25,370.6 25,165.9 18,526.0 17,942.8 17,979.1 24,849.5
Other liabilities 25,948.7 22,067.4 26,048.1 30,397.1 25,256.2 22,989.7 21,824.8 22,688.0
Shareholders’ funds 79,743.0 96,073.7 102,519.0 107,099.4 64,854.7 70,091.4 75,763.4 78,353.7
Total liabilities 1,048,814.1 1,085,118.8 1,098,985.7 1,143,373.8 924,574.6 930,374.3 953,298.6 1,012,201.2
Quarterly Growth (%)
Loans and receivables to banks and
other customers
4.24 4.13 5.79 4.24 5.65 2.68 4.20 7.23
Due to other customers/deposits from customers 5.58 2.44 2.33 3.86 4.64 4.14 4.47 4.10
Total assets 3.62 3.46 1.28 4.04 5.09 0.63 2.46 6.18

10. Debt Securities

The Bank did not issue any debt securities during the year ended December 31, 2017.

10.1 Debenture composition

Fixed interest rate Fixed interest rate
2017 2016
Type of issue Public Public Public Public Public Public Public Public
Debenture type Type “A” Type “B” Type “A” Type “B” Type “A” Type “B” Type “A” Type “B”
CSE listing Listed Listed Listed Listed Listed Listed Listed Listed
Issue date March 2016 March 2016 Oct 2016 Oct 2016 Mar. 2016 Mar. 2016 Oct. 2016 Oct. 2016
Maturity date March 2021 March 2026 Oct 2021 Oct 2026 Mar. 2021 Mar. 2026 Oct. 2021 Oct. 2026
Interest payable frequency Bi-Annually Bi-Annually Bi-Annually Bi-Annually Biannually Biannually Biannually Biannually
Offered interest rate 10.75% p.a. 11.25% p.a. 12.00% p.a. 12.25% p.a. 10.75% p.a. 11.25% p.a. 12.00% p.a. 12.25% p.a.
Amount (Rs. Mn.) 4,430.340 1,749.090 5,071.800 1,928.200 4,430.340 1,749.090 5,071.800 1,928.200
Market Values
– Highest (Rs.) 85.33 Not traded during the year 96.00 Not traded during the year Not traded during the year Not traded during the year Not traded during the year Not traded during the year
– Lowest (Rs.) 81.40 87.17
– Year-end (Rs.) 81.40 87.17
Interest Rates
– Coupon rate (%) 10.75 11.25 12.00 12.25 10.75 11.25 12.00 12.25
– Effective annual yield (%) 11.04 11.57 12.36 12.63 11.04 11.57 12.36 12.63
Interest rate of comparable
Government security
9.70 10.10 9.80 10.10 12.05 12.45 12.15 12.50
Other Ratios as at Date of Last Trade
– Interest yield (%) 17.96 N/A 15.98 N/A N/A N/A N/A N/A
– Yield to maturity (%) 17.52 N/A 15.74 N/A N/A N/A N/A N/A

10.2 Other ratios

2017 2016
Debt equity ratio (%) 38.61 33.33
Net assets value per share (Rs.) 107.54 87.97
Interest cover (Times) 11.56 14.83
Liquid assets ratio (%) (Minimum 20%) 27.64 27.41

10.3 Credit ratings

  • The Bank’s credit rating, AA (lka) was reaffirmed by Fitch Ratings Lanka Ltd. in August 2017.
  • The Bank’s Bangladesh Operation’s credit rating was reaffirmed at AAA by Credit Rating Information Services Ltd. in June 2017.

10.4 Credit ratings – Debentures

  • The credit rating of the Bank’s Subordinated Debentures affirmed in August 2017 at AA-(lka) by Fitch Ratings Lanka Ltd.

Compliance report on the contents of Annual Report in terms of the Listing Rules of the CSE

The Bank has fully complied with all applicable requirements of Section 7.6 of the Listing Rules of the CSE on the contents of the Annual Report and Accounts of a listed entity.

For the readers’ convenience, the table below provides references to the relevant sections of this Annual Report where specific information is disclosed together with the relevant page numbers.

Rule No. Disclosure requirement Section/reference Page/s of the printed Annual Report
7.6 (i) Names of persons who held the position of Directors during the financial year
  • Annual Report of the Board of Directors
136 – 145
7.6 (ii) Principal activities of the Bank and its Subsidiaries during the year and any changes therein
  • Note 1.3 of the Accounting Policies
  • Group Structure
173 – 438
7.6 (iii) The names and the number of shares held by the
20 largest holders of voting and non-voting shares and the percentage of such shares held as at the end of the year
  • Item 5.3 of the “Investor Relations”
340
7.6 (iv) The public holding percentage
  • Item 5.3 of the “Investor Relations”
340
7.6 (v) Directors’ and Chief Executive Officer’s holding in shares at the beginning and at the end of the financial year
  • Item 5.4 of the “Investor Relations”
  • Annual Report of the Board of Directors
342 136 – 145
7.6 (vi) Information pertaining to material foreseeable risk factors
  • Item 7 of the “Investor Relations”
342
7.6 (vii) Details of material issues pertaining to employees and
industrial relations
  • Item 8 of the “Investor Relations”
342
7.6 (viii) Extents, locations, and valuations of land holdings and investment properties as at the end of the year
  • Note 39.5 (a) and (b) to the Financial Statements on “Property, Plant and Equipment”
251 – 256
7.6 (ix) Number of shares representing the stated capital as at the end of the year
  • Note 53 to the Financial Statements
    on “Stated Capital”
  • Item 3 of the “Investor Relations”
278 337
7.6 (x) A distribution schedule of the number of holders in each class of equity securities and the percentage of their total holdings as at the end of the year
  • Item 5.2 of the “Investor Relations”
339
7.6 (xi) Ratios and market price information:
  • Equity – Dividend per share, dividend payout ratio, net asset value per share, market value per share
  • Debt – Interest rate of comparable Government Securities,
    debt/equity ratio, interest cover and quick asset ratio, market prices and yields during the year
  • Any changes in credit rating
  • Items 4 and 10.2 of the “Investor Relations”
  • Items 10.1 and 10.2 of the “Investor Relations”
  • Items 10.3 and 10.4 of the “Investor Relations”
338 & 346 346 347
7.6 (xii) Significant changes in the Bank or its Subsidiaries fixed assets and the market value of land, if the value differs substantially from the book value as at the end of the year
  • Note 39.5 (b) to the Financial Statements on “Property, Plant and Equipment”
252
7.6 (xiii) Details of funds raised through Public Issues, Rights Issues and Private Placements during the year
  • Note 53 to the Financial Statements on
    “Stated Capital”
278
7.6 (xiv) Information in respect of Employee Share Option Schemes
  • Total number of shares allotted during the financial year, price at which shares were allotted and the details of funding granted to employees (if any)
  • Notes 53.2 and 54 to the Financial Statements on “Employee Share Option Plans”
279 & 280
  • Highest, lowest, and closing price of the share recorded during the financial year
  • Item 2 of the “Investor Relations”
335
7.6 (xv) Disclosures pertaining to Corporate Governance practices in
terms of Rules 7.10.3, 7.10.5 (c) and 7.10.6 (c) of Section 7 of the Listing Rules
  • Not applicable since the Bank received an exemption in terms of Section 7.10 (c) of the Listing Rules
7.6 (xvi) Disclosures on Related Party Transactions exceeding 10% of the Equity or 5% of the total assets of the Entity as per Audited
Financial Statements, whichever is lower
  • The Bank did not have any related party transactions exceeding this threshold as
    at end 2017
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