Al Salam Bank-Bahrain Annual Report 2009
Al Salam Bank-Bahrain Annual Report 2009
6 Corporate Overview
7 Annual Highlights
8 Board of Directors
32 Corporate Governance
Our Vision
Our Mission
Headquartered in the Kingdom of Bahrain, Al Salam Bank-Bahrain (B.S.C.) is a dynamic, diversified and
differentiated Islamic bank.
Key factors that contribute to the Bank’s distinct market differentiation include:
Incorporated on 19 January 2006 in the Kingdom of Bahrain and commenced commercial operations on 17
April 2006, the Bank operates under Shari’a principles in accordance with regulatory requirements for Islamic
banks set by the Central Bank of Bahrain.
Al Salam Bank-Bahrain was listed on the Bahrain Stock Exchange on 27 April 2006, and subsequently on
the Dubai Financial Market on 26 March 2008. The Bank’s high-caliber management team comprises highly
qualified and internationally-experienced professionals with proven investment expertise in key areas of
banking, finance and related fields; all supported by a world-class Information Technology (IT) infrastructure
and the latest ‘smart’ working environment. In 2009, the Bank acquired a 90.31% stake in Bahraini Saudi
Bank BSC. In just 3-years of establishment the Bank has a network of 8 branches and 16 ATMs in the Kingdom.
Established with a paid-up capital of BD120 million, the Bank’s total equity has crossed circa BD202 million
(US$540 million) with total assets crossing the US$2 billion mark.
Al Salam Bank-Bahrain is committed to adopting internationally recognized standards and best practices in
Corporate Governance and operates with highest levels of integrity, transparency and trust.
The Bank is committed to its role as a concerned corporate citizen, actively seeking ways to contribute and add
value to the social and economic well-being of the local communities in which it invests and operates.
6 AL SALAM BANK-BAHRAIN
Annual Highlights
USD 2,085
USD 1,471
USD 1,055
USD 63.5
USD 99.7
USD 86.8
USD 37.0
USD 67.8
USD 61.4
BD23.9
BD37.6
BD32.7
BD14.0
BD25.5
BD23.1
BD786
BD554
BD398
2009 2008 2007 2009 2008 2007 2009 2008 2007
Total Operating Income (million) Net Profit (million) Total Assets (million)
BD201.8
BD172.5
BD159.5
USD 535.2
USD 457.5
USD 423.0
40.6%
31.3%
28.9%
10.7
21.3
19.3
AL SALAM BANK-BAHRAIN 7
Board of Directors
8 AL SALAM BANK-BAHRAIN
Essam bin Abdulkadir Al Muhaideb
Director
AL SALAM BANK-BAHRAIN 9
Board of Directors (continued)
10 AL SALAM BANK-BAHRAIN
Mr. Fahad Sami Al Ebrahim
Director
AL SALAM BANK-BAHRAIN 11
Board of Directors (continued)
12 AL SALAM BANK-BAHRAIN
Yousif Abdulla Taqi
Director & Chief Executive Officer
A Certified Public Accountant (CPA), Mr. Taqi has been active in the
banking and financial services industry since 1983. During his career,
Mr. Taqi worked in leading positions for a number of institutions in
the Kingdom of Bahrain. Prior to joining Al Salam Bank-Bahrain, he
was Deputy General Manager of Kuwait Finance House (Bahrain),
and was responsible for establishing Kuwait Finance House Malaysia.
Before this, Mr. Taqi spent 20 years with Ernst & Young, during
which time he provided professional services for many regional and
international financial institutions. During his career with Ernst &
Young, Mr. Taqi was promoted to Partner, responsible for providing
auditing and consultancy services to the Islamic financial firms. He
is currently the Chairman of Manara Developments Company B.S.C.
(c), Amar Holding Company B.S.C. (c) and ASB Biodiesel (Hong
Kong) Limited, affiliates of ASBB, and also a board member of Al
Salam Bank-Algeria and Aluminum Bahrain (ALBA).
AL SALAM BANK-BAHRAIN 13
Fatwa and Shari’a
Supervisory Board
Dr Hassan holds a PhD from the Faculty of Shari’a, Al Azhar University, Cairo, Egypt; and a Masters in
Comparative Jurisprudence and Diploma in Comparative Law (both of which are the equivalent of a PhD)
from the International Institute of Comparative Law, University of New York, USA. He also holds a Masters
in Comparative Juries, and Diplomas in Shari’a and Private Law, from the University of Cairo; and an LL B in
Shari’a from Al Azhar University. He is the Chairman and member of the Shari’a Supervisory Board in many
of the Islamic Financial Institutions. In addition, Dr. Hassan is Chairman of the Assembly of Muslim Jurists,
Washington, USA; a member of the European Islamic Board for Research & Consultation, Dublin, Ireland; and
an Expert at the Union of Islamic Banks, Jeddah, Kingdom of Saudi Arabia.
Dr. Al’Qurra Daghi holds a PhD in Shari’a and Law, and a Masters in Shari’a and Comparative Fiqh, from
Al Azhar University, Cairo, Egypt. He also holds a BSc. in Islamic Shari’a from Baghdad University, Iraq; a
certificate of traditional Islamic Studies under the guidance of eminent scholars in Iraq; and is a graduate of
the Islamic Institute in Iraq. He is currently Professor of Jurisprudence in the faculty of Shari’a law and Islamic
Studies at the University of Qatar. He sits on the Boards of Shari’a Supervisory Boards for several banks and
financial institutions. Dr. Al’Qurra Daghi is also a member of the Islamic Fiqh Academy, the Organisation of
Islamic Conference, the European Muslim Council for Efta and Researches, the International Union of Muslim
Scholars, and the Academic Advisory Committee of the Islamic Studies Centre, Oxford University, UK. He
also has published several research papers tackling various types of Islamic Finance, Islamic Fiqh, Zakah and
Islamic Economy.
14 AL SALAM BANK-BAHRAIN
Shaikh Adnan Abdulla Al Qattan
Member
Shaikh Adnan Al-Qattan holds Masters degree in the Quran and Hadith from the University of Um Al-Qura,
Makka, Kingdom of Saudi Arabia; and Bachelor’s degree in Islamic Shari’a from the Islamic University,
Madeena, Saudi Arabia. Shaikh Al Qattan is also a Judge in the Shari’a Supreme Court, Ministry of Justice –
Kingdom of Bahrain. Shaikh Al Qattan is a Member of Shari’a Supervisory Boards for several Islamic banks and
he is also Chairman of Al Sanabil Orphans Protection Society, Chairman of the Board of Trustees of the Royal
Charity Establishment under the Royal Court - Kingdom of Bahrain, and President of the Kingdom of Bahrain
Hajj Mission. In addition, he is a Friday sermon orator at Al-Fatih Grand Mosque. Shaikh Al Qattan contributed
to drafting the Personal Status Law for the Ministry of Justice and is a regular participant in Islamic committees,
courses, seminars and conferences.
AL SALAM BANK-BAHRAIN 15
“And we have made therein gardens of date-palms and grapes,
and we have caused springs of water to gush forth therein”
(The Noble Qur’an, Surah YaSin, Verse 34)
Board of Directors’ Report
to the Shareholders
Fiscal year 2009 proved to be very challenging; yet the third full year of
commercial operations had been successful representing your Bank’s
fourth profitable period since its inception in April 2006. The Group’s
total assets reached BD785.9 million, surpassing the US$ 2 billion
mark, with a net profit of BD 14 million (US$ 37 million) for 2009.
The year under review saw the extension of credit and liquidity crunch experienced in the latter half of 2008
with fears of a double dip recession. In spite of extremely adverse market conditions, the Group managed to
post a massive growth in total assets from BD554.5 million (US$1.47 billion) at 31 December 2008 to BD785.9
million (US$2.1 billion), an increase of BD231.4 million or 42% over 31 December 2008. This is largely due
to the Bank’s successful acquisition of a 90.31% stake in Bahraini Saudi Bank B.S.C. (BSB), a locally listed
commercial bank in Bahrain. On the income side, the adverse business climate prevented planned exits of
available for sale investments resulting in a 45% lower net profit. Whilst the gross operating income declined
by 36% prudent cost management resulted in significant cost savings of 17% over corresponding figures for
2008.
The directors believe that to be a successful financial institution, the Group needs to build on its network
within Bahrain, start on regional strategic expansion across the GCC and seriously consider venturing into
family Takaful business to be able to offer a complete suite of Islamic financial services to its customer base. To
this end, the Bank successfully acquired a 90.31% stake in BSB through a share exchange offer and expanded
its branch and ATM network within Bahrain to 8 branches and 16 ATMs, respectively. This acquisition marked
a major milestone in the history of your Bank which is actively seeking to identify similar opportunities to
support inorganic growth and achieve its vision of becoming one of the largest Islamic financial institutions in
the region. The Board and executive management are ambitious in positioning the Group as the largest Islamic
bank in Bahrain in the coming years.
The directors have resolved to maintain BSB’s corporate legal status in the near future, so the Group could
dedicate BSB to focus and complement the Group on Islamic retail and commercial banking operations in
the Kingdom. Through this acquisition, the Group has created visibility in Bahrain and is enhancing its service
delivery capabilities to small and medium sized clients through BSB, whilst the parent Bank is focussing
on serving the large corporate, high net worth and ultra high net worth clients. Such an approach will not
20 AL SALAM BANK-BAHRAIN
compromise on the Group’s service levels to its customers since the Bank had been successful in obtaining
the Central Bank of Bahrain’s (“the CBB”) approval to offer services to the Group’s customers throughout its
network. This means that regardless of where the customer established their accounts they will be able to
operate their accounts throughout the entire Group’s branches.
During 2009, the Bank exercised extreme prudence in entering into new financing and investment transactions
in order to preserve liquidity and bring only offerings that are backed by dependable cash flows. This is reflected
in a modest 22% growth in the financing portfolio as the management has been watching the market conditions
and the credit environment with a commitment to move away from real estate and create a diversified financing
portfolio. On the investments side, the acquisition of a stake in Milton Gate, a trophy asset domiciled in
Central London with a financially sound and established tenant is a testimony of your Bank’s commitment to
bring only solid transactions to its client base. The Bank concluded the transaction in June 2009 and placed
a majority stake with its investors at a running yield of 10% per annum paid quarterly. This deal also resulted
in the Bank winning the International Real Estate Financing Summit (IREFME 2009) Award of Excellence for
Outstanding Achievement in Islamic Real Estate Product Innovation. The marketing and sales of this transaction
was concluded in a span of less than one month with demand from investors outweighing the offering size.
On the treasury front, the Group continued to expand its financial institutions relationship network. At 31
December 2009 your Group was a net lender to the banking system to the tune of BD173 million (US$459
million). In addition, the Group invested in the CBB sukuk to the tune of BD33 million improving the financing
portfolio diversification and strengthening the liquidity position as they are eligible for repurchase by the CBB
in case of liquidity needs. Thus, the liquidity ratio of the Group remained extremely strong at 37.6%, net of due
to banks and excluding the CBB sukuk, meaning 37.6% of customer liabilities were maintained in liquid funds.
Throughout the fiscal year 2009, the executive management had been mindful of the need to be sufficiently
liquid to ensure that customer needs are met timely. Since inception of the Bank in 2006, the Bank continues
to be a net lender to the Banking system.
The Directors believe that recent challenges facing the banking Palm trees are evidence of
sector will continue into 2010 and the Group is no exception to
these challenges however, with a strong and growing deposit base god’s glorious creation and
and a robust risk management framework, we are confident that your grace as its fruit varies in its
Group is poised to outperform its peers in the medium to long term taste and type whilst the tree
and to establish itself as a model for a universal Islamic bank.
remains one of its kind.
In the Extraordinary General Assembly Meeting held on 4 May 2009,
the shareholders approved the Bank’s proposal to acquire up to 100%
of the issued and fully paid up ordinary shares of BSB, consisting of
AL SALAM BANK-BAHRAIN 21
Board of Directors’ Report
to the Shareholders (continued)
500,000,000 ordinary shares. The shareholders also approved an increase of the authorized share capital of your
Bank from 1,200,000,000 shares of nominal value BD 0.100 each to 2,000,000,000 shares of nominal value
BD 0.100 each. Following acquisition of a 90.31% stake in BSB, the Bank issued 225,775,075 ordinary shares
to shareholders of BSB who accepted the Bank’s offer thereby increasing the paid up shares to 1,425,775,075
shares.
Meanwhile, in the Extraordinary General Assembly Meeting held on 12 November 2009, the shareholders
resolved to increase the number of the Bank’s Board of directors to fourteen and have also endorsed the Board’s
recommendation to raise funding through the issuance of sukuk. Following this resolution, the Board of the
Bank was expanded by two members and as resolved at the EGM held on 4 May 2009 invited two members
from amongst the BSB shareholders who accepted the Bank’s share exchange offer. Today, we are privileged to
have Sheikh Abedlelah Mohammed Kaki and Mr Salman Saleh Al Mahmeed as part of the Board of Directors.
Furthermore, the shareholders also resolved to amend the articles of association of the Bank to pass the Bank’s
obligation to pay Zakah from the earnings on to the shareholders effective 1 January 2009. These resolutions
were implemented by the Bank.
Financially, fiscal year 2009 had seen a decline in net profit from BD25.5 million in 2008 to BD14 million in
2009, representing a return on equity of 7.6% (2008:16.1%). The gross operating income amounted to BD23.9
million (2008: BD37.6 million) and the operating expenses were BD9.4 million (2008: BD11.8 million). The
reduction in the operating expenses is attributable to prudent cost management. The cost-to-income ratio for
the year was 40.6% (2008:31.3%). The earnings per share (EPS) for the year amounted to 10.7 fils (2008: 21.3
fils). The directors have recommended cash dividend of 5 fils per share or 5% of the paid-up capital with a
further 5% of the paid-up capital as bonus shares subject to shareholders’ approval in the forthcoming Annual
General Meeting.
22 AL SALAM BANK-BAHRAIN
Directors’ and senior management interest:
As required by the Central Bank of Bahrain rule book set out below are the interests of Directors and Senior
Managers in the shares of Al Salam Bank-Bahrain B.S.C. and the distribution of the shareholdings as of 31
December 2009.
31/12/2009
Directors' shares 118,414,178
Senior Managers' shares 4,208,812
122,622,990
Directors’ remuneration, fees and expenses for attendance at Board meetings for 2009 amounted to BD250,000
(2008: BD 320,000).
Shareholding Schedule:
2009 % of total
No. of Outstanding
No. of shares Shareholders shares
% of
Nationality Holdings
The Directors would like to express their appreciation to the leadership and ministries of the Kingdom of
Bahrain, the Central Bank of Bahrain, correspondents, customers, shareholders and employees of the Bank
for their support and collective contribution since the establishment of the Bank and we look forward to their
continued support in the fiscal year 2010.
AL SALAM BANK-BAHRAIN 23
Message from the
Chief Executive Officer
At the outset, I am pleased to highlight that the Bank had its fourth
consecutive profitable year since its inception in 2006. The gross
operating income stood at BD35.18 million (BD51.91 million in
2008) and the net profit for the year was BD13.96 million (BD25.54
million in 2008). The balance sheet size shows an impressive growth
of 41.74% over the previous period and has now crossed over the
US$2 billion mark (BD785.93 million).
The results and the increase in the balance sheet size has been achieved
in a year that has been a very challenging period for the regional and
world economy. It has been the most testing year since our formation
and the notable performance is attributable to the prudence and
insight of ASBB management in the areas of asset growth, liquidity
deployment and cost management.
ASBB’s business model in the past had been biased towards investments. In order to strengthen the retail/
commercial banking activity, the banks’ executive management, with the approval of the Board launched its
initiative in 2009 to seek suitable retail/commercial banking targets for acquisition. The result of this strategic
initiative is the acquisition of Bahraini Saudi Bank resulting in significant addition to the branch and ATM
networks of the bank.
The liquidity ratio as of 31 December 2009, after netting interbank liabilities, stood at 37.60% (50% in 2008).
Our capital adequacy ratio has increased to 28.60% as of 2009 (compared to 24.70% as of 2008). This puts us
amongst the strongest capitalized banks and provides an ideal platform to benefit from an anticipated recovery
in regional and global economies and markets.
Our core businesses lines, Banking and Investments groups experienced a very successful year. In 2009, there
was significant growth in the interbank placements and deposits of the Group. Customer deposits increased
to BD458.97 million as of 31 December 2009 from BD338.36 million as of 31 December 2008, an absolute
increase of 35.64%. The healthy growth reflects the confidence of the customers and the counterparties in
our bank and its management. While being extremely cautious in building assets, the overall Islamic financing
facilities grew moderately by BD24.96 million compared to 2008.
24 AL SALAM BANK-BAHRAIN
The Wealth Management Group was able to place a majority stake
of the Bank’s investment in Milton Gate, a prime office building in
the UK, with our clients in record time. During the year the Bank
has signed an agreement with a large business investor in Brunei to
be a 50% partner in our leasehold interest in Burj Al Safwa, Mecca.
AL SALAM BANK-BAHRAIN 25
Management Review of
Operations & Activities
Operating environment
The decline in global economic activity triggered by the collapse of Lehman Brothers in late 2008 continued
throughout the year and had a severe impact on financial institutions in every market. The effect of the global
slowdown rippled through the region that witnessed the burst of the regional real estate bubble. Investors
withdrew from the market bringing the Sukuk and private equity investment activity to a standstill. Institutions
operating on high leverage for growth saw liquidity disappearing. The situation gave rise to an increased
number of distressed opportunities but with limited buyers especially in the real estate markets. This operating
environment had a negative impact on the asset values.
Business environment
While operating under difficult market conditions, the management remained focused on building a strong
balance sheet and improving the quality of assets. The Bank embarked on an inorganic growth strategy in order
to expand the customer base and improve customer reach. As a result, 90.3% of Bahraini Saudi Bank was
acquired through a share exchange offer during the year. The acquisition added six new branches and twelve
additional ATMs to the Bank’s network.
Financial performance
The management was actively engaged in protecting the balance sheet and focusing on asset quality amid the
general decline of asset values in both global and regional markets. The Bank remained profitable and recorded
its fourth consecutive profitable year since inception in 2006. The limited availability of high quality assets had
a negative impact on current year’s profitability. The net profit for the year declined to BD 13.9 million (BD25.5
million in 2008), a 45% decrease from 2008. The total operating income declined by 36% to BD 23.9 million
(BD 37.6 million in 2008).
Capital adequacy
The Bank’s capital adequacy continues to reflect a healthy ratio of 28.6% (24.7% in 2008) as of end of the fiscal
year against a regulatory requirement of 12% stipulated by the Central Bank of Bahrain under the new Basel II
framework that came into effect in 2008.
26 AL SALAM BANK-BAHRAIN
Asset quality
The total assets continued to grow during the year to BD 785.9 million and achieved an impressive 42% growth
over the previous year (BD 554.5 million in 2008) in a challenging operating environment. This significant
growth was mainly due to the acquisition of BSB during the year. Financing portfolio of the Bank expanded by
22% in spite of the management’s effort to seek acceptable risk/return profile . The combined equity increased
to BD 198.2 million (BD 172.5 million in 2008) reflecting the strength of the balance sheet.
The increase in equity is underpinned by the issue of 225.8 million new shares to BSB shareholders as part of
the acquisition process. Customer deposits increased by 36% to BD 459.0 million (BD 338.4 million in 2008)
providing the necessary liquidity.
Since inception, the Bank continues to be a net lender to the local banking system. The liquidity ratio (cash
and short term funds, less interbank liabilities, to customer liabilities) of the Bank reflected an extremely strong
37.6% (50% in 2008) at end of the fiscal year.
Profitability
In an environment where high net worth investors in the Middle East have seen substantial erosion of their
asset values, the Bank generated BD 11.8 million (BD 30.3 million in 2008) income through placement of high
quality assets where investor appetite remain strong. As a result of the growth in financing portfolio, income
of financing contracts increased to BD 16.7 million (BD 14 million in 2008). It should be noted that due to
extremely prudent credit assessment processes that are in place, provision was not required against assets.
Due to the focused efforts in controlling operating expenses, substantial cost savings of 17%, including
reduction of staff costs by BD 1.7 million, were achieved during the year.
Banking Group
The acquisition of Bahraini Saudi Bank strengthened our capacity to serve our customer base in the Kingdom.
Through the acquisition six new branches were added to the two existing branches of the Bank taking the total
number of branches to eight.
Similarly, the addition of twelve new ATMs located throughout all five Governorates significantly improved
services offered to our valued customer base. The total number of ATMs in the kingdom now stands at 16.
This new addition brings us a further step closer to our goal of being the “one stop shop” for Islamic banking
services. We will continue to improve our services in order to provide best in class retail and commercial
AL SALAM BANK-BAHRAIN 27
Management Review of
Operations & Activities (continued)
banking products and services to our clients. We have been selective in our approach to building assets as we
aim to create a high quality asset portfolio, a sustainable client base and a strong local and regional presence.
While we continue to strengthen retail, corporate and private banking services, the Bank also offers tailored
products to the wealth management market segment. Our wealth management products are offered to investors
through a dedicated placement team who provide personalized services. The placement and relationship
professionals meet the investors frequently and assess their appetite and risk profile prior to offering any
customized solutions. The wealth management team successfully offered two new attractive investment
opportunities to accredited investors. In particular, restricted investment offer of Milton Gate, a prime office
building in the City of London with extremely strong tenant covenant which provides a 10% cash yield to
investors was fully subscribed in record time. During the year investors who participated in investment products
structured by the Bank across real estate, hospitality and private equity, acquired assets amounting to BD 35
million (BD 113 million in 2008).
The Bank successfully launched several new retail products in order to satisfy growing customer demand.
Dari, property acquisition financing which offers the flexibility of a long term repayment period, Moteri,
vehicle purchase financing are some of unique Islamic banking products that were introduced during the
year. In addition to these financing products, Step-Up Wakala program that was launched during the year was
extremely successful in raising medium term liquidity profile.
Investments
As in any other year, our private equity teams reviewed a large number of opportunities during the year.
However, due to the extremely cautious approach adopted by the management, Milton Gate was the only
new investment that was acquired in 2009. The investment in a prime city office building with strong tenant
covenant of ten plus years to a UK top 15 legal practice attracted significant investor interest demonstrating the
Bank’s ability to source attractive investment opportunities in tough market conditions.
In recognition of the innovative Shari’a complaint investment structure that was used to acquire the property,
the Bank was awarded the “Excellence for Outstanding Achievement in Islamic Real Estate Product Innovation”
at the International Real Estate Financing Summit.
The timing of the acquisition proved to be favorable as the valuation of prime commercial properties in the City
of London strengthened rapidly in the second half of the year. The investment provides a very attractive 10%
cash yield to our investors.
28 AL SALAM BANK-BAHRAIN
Our continuous efforts to provide unique Shari’a compliant investment opportunities to our customers require
us to follow a diligent process in selecting, acquiring and managing investments in our target markets. To this
end, we have put in place a robust investment process with multiple layers of controls involving several distinct
and independent functions within and outside the Bank.
The investment teams continue to work with the operating companies in offering advice and assistance in new
initiatives in order to focus on value preservation of our investments.
The Bank’s investment in a 1999 built Boeing 777-200ER aircraft leased to Malaysian Airline Systems Berhad
continues to meet investor expectations. The investment provides a cash yield of 9.5% per annum to investors
paid on a quarterly basis.
The development of the ASB Biodiesel plant in the Tseung Kwan O industrial area of Hong Kong is now progressing
according to the plan in spite of some challenges due to the performance quality of the main contractor. Due to
the Bank’s close involvement in post acquisition management of existing investments, we were able to identify
and contain the potential issues and a new contractor was introduced with minimal setbacks. The state-of-the-
art 100,000 MT plant will use waste cooking oil, grease trap waste, non pork animal fat and palm oil fatty acid
to produce environmentally friendly biodiesel, a sustainable, alternative energy for conventional diesel engines.
The plant is expected to be operational in early 2011.
The Bank’s USD 40 million investment across diversified asset classes in China has progressed and had been
able to maintain the overall investment values in spite of the economic down turn that experienced large fair
value declines across the private equity asset class. The underlying investment portfolio of the fund comprises of
significant minority stakes in agricultural business, food,
pharmaceutical, logistics, galvanized steel and industrial machinery.
The fund manager is targeting two IPOs in 2010 as the market for new
listings in China are set to improve.
AL SALAM BANK-BAHRAIN 29
Management Review of
Operations & Activities (continued)
The Bank complies with Financial Crimes Module of Central Bank of Bahrain’s rule book. This module contains
Bahrain’s current anti money laundering legislation developed under the directives of the Financial Action Task
Force which is the international organization responsible for developing global anti money laundering policies.
Human capital
Our human resource strategy is focused on building a high performance talent pool that is sustainable over a
long period of time with a diversified level of competence. In its short history, the Bank has been able to attract
and retain some of the best industry professionals in the region. We take pride in our 82.4% (80% in 2008) of
Bahraini employees in the total of 233 (124 in 2008) employees across all locations. Human resources pool of
the combined Bank doubled during the year as a result of the acquisition of Bahraini Saudi Bank.
The Bank recognizes that in order to motivate and retain the best talent, it is necessary to provide competitive
compensation based on individual and overall performance of the Bank. Annual performance reviews are
conducted to formalize individual strengths and training requirements are identified through continuous
interaction. In order to provide various training opportunities to employees to acquire and maintain a high
level of competency, the Bank invested BD 36,000 in 2009 (BD 110,000 in 2008). The employees across the
Bank received 5,380 hours (3,343 hours in 2008) of formal training through in-house and externally arranged
training programs.
The management maintains an open dialogue with employees to encourage transparency. Regular employee
events including an annual gathering to review the Bank’s performance and discuss future strategy forms part
of the social calendar. Workshops are organized to improve efficiency and increase productivity at workplace.
These social events encourage interaction among employees and foster their relationships outside working
hours.
30 AL SALAM BANK-BAHRAIN
Corporate Governance
32 AL SALAM BANK-BAHRAIN
The Bank is organized as follows:
SHAREHOLDERS
Board of Directors
Executive Committee
Renumeration Committee
Audit Committee
Management Committees
• Risk / Credit Internal Audit Department
• Investment
• Asset Liability Shari’a Compliance
• Information Technology Department
AL SALAM BANK-BAHRAIN 33
Corporate Governance (continued)
BOARD COMMITTEES
Consistent with the industry’s best practice, the Board has established
three committees with defined roles and responsibilities. The
standing committees of the Board are the Executive Committee, the
Audit Committee and the Remuneration Committee.
Executive Committee
Has delegated authority within the overall Board authority. Provides
direction to the executive management on all business matters and
assumes the role of the Board to address matters arising between
Board meetings. The Committee is responsible for business
matters concerning credit and market risks, strategy review and
recommendation to the Board.
Audit Committee
Has a responsibility to assist the Board in discharging its oversight
duties relating to matters such as risk and compliance, including
the integrity of the Bank’s financial statements, financial reporting
process and systems, internal controls and financial controls. The
Committee also, acts as a liaison between the external auditors and
Since ancient times, the the Board and between the regulators and the Board.
date palm tree is known for
Bedouins in the deserts as a Remuneration Committee
source of Nutrition. One of the The role is to provide a formal and transparent procedure for
developing a compensation policy for the Chief Executive
oldest cultivated trees, it is said
Officer, senior management and rest of employees; ensures that
that the ancient Egyptians used compensation offered is competitive, in line with the market/peer
date palm leaves to symbolize group and consistent with the responsibilities assigned to employees.
longevity, fertility and utilize it The Committee approves policies covering hiring, compensation
and training. In addition, the Committee recommends to the Board
in their medicine and daily life
special compensation plans, including annual performance bonus
use. In the Gulf region people
and short/long term incentives, to attract, motivate and retain key
used its trunk in building their employees.
house roofs and the leaves for
basket weaving.
34 AL SALAM BANK-BAHRAIN
MANAGEMENT COMMITTEES
The Chief Executive Officer is supported by a number of management committees each having a specific
mandate to give focus to areas of business, risk and strategy.
Credit/Risk Committee Recommending the risk policy and framework to the Board. Its primary role
is the selection and implementation of risk management systems, portfolio
monitoring, stress testing, risk reporting to Board, Board Committees, Regulators
and executive management. In addition to these responsibilities, individual
credit transaction approval up to delegate limit and monitoring is an integral
part of the responsibilities.
Asset Liability Committee This Committee’s primary responsibility is to review the trading and liquidity
policy for the overall management of the balance sheet and its associated risks.
Investment Committee The role of the Committee is to review and approve all transactions related
to corporate and real estate investments and monitoring their performance
on an ongoing basis. In addition, the Committee is responsible to oversee the
performance of the fund managers and recommend exit strategies to maximize
return to its investors.
Technology Steering TSC oversees the information technology function of the Bank. It recommends
Committee the annual IT budget and plans, drawn up in accordance with the approved
strategy for the Bank, to the CEO for submission to the Board of Directors for
their approval. It supervises the implementation of the approved IT annual plan
within set deadlines and budgetary allocations.
Code of Conduct
The Bank conducts itself in accordance with the highest standards of ethical behavior. A Code of Business Conduct
has been developed to govern the personal and professional conduct of all stakeholders.
Compliance
The Bank has in place comprehensive policies and procedures to ensure full compliance with the relevant rules and
regulations of the Central Bank of Bahrain and the Bahrain Stock Exchange, the Dubai Financial Market, the Emirates
Securities & Commodities Authority including anti-money laundering, prudential and insider trading reporting.
Communications
The Bank conducts all communications with its stakeholders in a professional, honest, transparent, understandable,
accurate and timely manner. Main communications channels include annual reports, corporate brochure and
website, and regular announcements in the appropriate local, regional and international media and the internet.
AL SALAM BANK-BAHRAIN 35
Risk Management
and Compliance
At Al Salam Bank-Bahrain we appreciate the fact that we are in the business of taking risks and our success is
largely dependent on how efficiently we identify, measure, control and manage these risks. Hence, we view
risk management as a core competency from a strategic point of view and the Basel II Accord as a catalyst to
the successful implementation of the pillars of risk management.
The fundamental principle underlying our risk management framework is ensuring that accepted risks are
within Board approved risk appetite and the returns are commensurate with the risks taken. The objective is
creating shareholder value through protecting the Bank against unforeseen losses, ensuring maximization of
earnings potential and opportunities vis-à-vis the Bank’s risk appetite and ensuring earnings stability.
With this in mind, the Bank’s establishment plan gave priority to the development of an effective and practical
risk management framework and independent risk management and compliance function in line with best risk
management practice locally and internationally, the requirements of the Central Bank of Bahrain and the Basel
II Accord.
The risk management framework defines the risk culture of Al Salam Bank – Bahrain and sets the tone throughout
the Bank to practice the right risk behavior consistently to ensure that there is always a balance between
business profits and risk appetite.
The risk management framework achieves this through the definition of the Bank’s key risk management
principles covering credit, market, operational, strategic and reputation risks, the role and responsibilities of
the Board, Risk Management group and Senior Management towards risk management, the risk assessment
methodology based on likelihood and consequences, the major risk policies, procedures and risk limits, the
risk management information systems and reports, the internal control framework and the Bank’s approach to
capital management.
The effectiveness of the risk management framework is independently assessed and reviewed through internal
audits, external audits and Central Bank of Bahrain supervision. In addition, business and support groups carry
out periodic control risk self assessments.
36 AL SALAM BANK-BAHRAIN
As a result, the risk management framework creates an alignment between business and risk management
objectives
Board Committee
Fatwa and Shari’a Supervisory Board
CAPITAL MANAGEMENT
The cornerstone of risk management framework is the optimization of risk-reward relationship against the capital
available through a focused and well monitored capital management process involving Risk Management,
Finance and Business groups.
CORPORATE GOVERNANCE
The risk management framework is supported by an efficient Corporate Governance Framework discussed on
pages 32 to 35.
RISKS OWNERSHIP
The implementation of the risk management framework bank-wide is the responsibility of the Risk Management
& Compliance Departments. Ownership of the various risks across the Bank lies with the business and
support Heads and it is their responsibility to ensure that these risks are managed in accordance with the risk
management framework.
Risk Management assists business and support heads in identifying concerns and risks, identifying risk owners,
evaluating risks as to likelihood and consequences, assessing options for accommodating the risks, prioritizing
risk management efforts, developing risk management plans, authorizing implementation of risk management
plans and tracking risk management efforts.
AL SALAM BANK-BAHRAIN 37
Risk Management
and Compliance (continued)
Al Salam Bank- Bahrain’s Risk Management and Compliance Departments are under the supervision of an
independent Chief Operating Officer with a direct reporting line to the Chief Executive Officer.
Credit Risk Market Risk Operational Risk Capital Compliance & Anti-
Management Management Management Management Money Laundering
• Exposures and limits • Positioning and Limits • Control Self • Basel II Compliance • Compliance
Monitoring Monitoring Assessments Monitoring
• Risk Adjusted Pricing
• Portfolio Management • Risk Measurement • Key Risk Indicators • Anti-money Laundering
Methodology Monitoring • Reporting to Board control
• Timely Reporting to Executive Committee
Risk Committee • Timely reporting to • Risk & Loss Events • Training and Awareness
ALCO Database • Scenario Analysis
• Internal rating • AML System Controls
Methodology • IT Security
Managements
• Periodic Stress Testing
and Scenario Analysis • Business Continuity
Planning
• Outsourcing Risk
Management
The Bank has established an independent and focused unit to coordinate the implementation of compliance
and Anti-Money Laundering and Anti-Terrorist Financing program. The program covers policies and procedures
for managing compliance with regulations, anti-money laundering, disclosure standards on material and
sensitive information and insider trading.
In line with its commitment to combat money laundering and terrorist financing, Al Salam Bank - Bahrain
through it’s Anti-Money Laundering policies ensures that adequate preventive and detective internal controls
and systems operate effectively.
38 AL SALAM BANK-BAHRAIN
The policies govern the guidelines and procedures for client acceptance, maintenance and monitoring in line
with the Central Bank of Bahrain and International standards such as FATF 40 + 9 recommendations and Basel
Committee papers.
All inward and outward electronic transfers are screened against identified sanction lists issued by certain
regulatory bodies including the UN Security Council Sanctions Committees and US Department of the Treasury
- OFAC, in addition to those designated by the Central Bank of Bahrain.
The compliance program also ensures that all applicable Central Bank of Bahrain regulations are complied
with and/or non-compliance is detected and addressed in a timely manner. The program includes compliance
with regulations set by Ministry of Industry & Commerce and Bahrain Stock Exchange.
AL SALAM BANK-BAHRAIN 39
Corporate
Social Responsibility
Since its inception, social responsibility formed a priority for Al Salam Bank–Bahrain. The Bank adopts a
very balanced policy to contribute to the social and economic well-being of the communities in which it
operates. The Bank focused on several educational initiatives such as the donations towards the Crown Prince
International Scholarship Program and to the Royal Charity Organization in support of university scholarships
for distinguished students, as well as funding “Al Salam Center for Financial Studies” at the University of
Bahrain.
Education is not the only area the Bank looks into, it also considers the social aspects of the Bahraini society
where the Bank can be of an added value to bond the local community. This year, the Bank decided to give
charitable organizations gift vouchers on Ramadan’s eve to needy & poor. It also supported Al Hidaya Center in
their community awareness campaign and funded Bahrain Student Funds Foundation in addition to financing
two small projects at Asma School.
The human side has never been neglected by the Bank for it believes in human capital value. In this regard
the Bank sponsored the medical treatment of several patients and donated to several social organizations such
as the Friendship Society for the Blind, the Bahrain Society for Children with Behavioral Difficulties and Um
Al-Darda Centre.
Al Salam Bank adopts a policy that supports training and employment. Bahrainis accounted for 82.4% of all
employees at the end of 2009. Also in 2009, the Bank carried out its Summer Internship Program, for the third
consecutive year, with more than 30 Bahraini university students who were enrolled into the Bank’s training
plan aimed at enhancing students’ knowledge of Islamic banking industry.
In addition, the Directors have recommended the allocation of BD 100,000 in charitable donation to aid
various aspects of the social activities to enhance the quality of life for everyone, through its support for
charitable, educational, medical, scientific, cultural, social, sporting and environmental organizations.
40 AL SALAM BANK-BAHRAIN
Consolidated
Financial Statements
Al Salam Bank-Bahrain
completed its fourth fiscal period in 31
December 2009 successfully, a year
that proved to be very challenging for
the regional and global economy.
Fatwa & Shari’a
Supervisory Board Report
to the Shareholders
for the Financial Year Ended 31 December 2009
The Fatwa and Shari’a Supervisory Board (“the Board”) has reviewed the transactions entered into by the Bank
during the year. The Board had a look at the balance sheet, the income statement, and the trial balance. The
Board has arranged a meeting with the management of the Bank and presented to it its annual report as follows:
First:
1- The Board has supervised the Banks activities and transactions
during the year. The Board had played its role in guiding various
departments to the adherence to the Principles of Shari’a and the
pronouncement of the Shari’a Fatwa and Supervisory Board in
respect to these activities and transactions. The Board held, for this
purpose, several meetings with the Bank’s management. The Board
is hereby emphasizing the Bank’s management utmost keenness to
observe the Rules and Principles of Shari’a and pronouncement of
the Fatwa and Shari’a Supervisory Board.
42 AL SALAM BANK-BAHRAIN
The view of the Board is as follows:
1- In line with the available information and disclosures that are presented by the Bank’s management, the
consolidated financial statements reviewed by the Board represent the Bank’s assets and revenues. The accuracy
of the information and data provided are the responsibility of the Bank’s management.
2- The Bank’s management stated that the Bank received majority of deposits on the basis of Wakala contract;
the clients are informed of the expected profit rate and the Bank holds one general account for these deposits. It
is also explained that the Bank received limited amount of savings account deposits for investment on the basis
of Mudaraba which are comingled with the funds of shareholders in a common pool. The Board has advised
that the Bank expands its activities of receiving fixed-term deposits on Mudaraba basis in line with the practice
in other Islamic banks.
The Board believes that the consolidated financial statements, the income statement and the distribution of
profits between depositors and shareholders had been prepared on this basis.
Fourth: Zakah:
Since the Articles of Association of the Bank did not require the Bank to pay Zakah on behalf of the Shareholders,
the Board has calculated the Zakah due to shareholders which is to be communicated to the shareholders
accordingly.
The Board is hereby emphasizing that the responsibility to comply with the Rules and Principles of Shari’a
in all activities and transactions of the Bank fall on the Bank’s management. The Board confirms that the
executed transactions that are submitted by the management of the Bank for the Board’s review during the
year are generally in compliance with Principles and Rules of Shari’a. The management has shown interest and
willingness to execute the recommendation of the Board.
AL SALAM BANK-BAHRAIN 43
P.O Box 140
14th Floor - The Tower
Bahrain Commercial Complex
Manama, Kingdom of Bahrain
Tel: +973 1753 5455 Fax: +973 1753 5405
Independent Auditors’ Report to the Shareholders of manama@[Link]
[Link]/me
Al Salam Bank-Bahrain B.S.C. C.R. No. 6700
We have audited the accompanying consolidated statement of financial position of Al Salam Bank-Bahrain B.S.C.
(“the Bank”) and its subsidiary (together “the Group”) as of 31 December 2009, and the related consolidated
statements of income, comprehensive income, cash flows and changes in equity for the year then ended. These
consolidated financial statements and the Group’s undertaking to operate in accordance with Islamic Shari’a Rules
and Principles are the responsibility of the Group’s Board of Directors. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
Auditors’ Responsibility
We conducted our audit in accordance with both International Standards on Auditing and Auditing Standards for
Islamic Financial Institutions. Those Standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the
risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of
the consolidated financial statements in order to design audit procedures that are appropriate for the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the consolidated 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 consolidated financial statements present fairly, in all material respects the consolidated financial
position of the Group as of 31 December 2009, the results of its operations, its cash flows and changes in equity for
the year then ended in accordance with the Financial Accounting Standards issued by the Accounting and Auditing
Organization for Islamic Financial Institutions and the Islamic Shari’a Rules and Principles as determined by the
Shari’a Supervisory Board of the Group.
15 February 2010
Manama, Kingdom of Bahrain
31 December 31 December
2009 2008
Note BD BD
ASSETS
Cash and balances with Central Bank of Bahrain 5 126,739,202 83,533,981
Central Bank of Bahrain Sukuk 32,907,875 31,095,000
Murabaha receivables from banks 6 149,303,782 87,167,449
Corporate Sukuk 16,949,546 -
Murabaha and Mudaraba receivables 7 87,273,825 72,483,745
Ijarah Muntahia Bittamleek 8 46,314,651 41,530,784
Musharaka financing 5,384,369 -
Assets under conversion 9 98,305,000 -
Non-trading investments 10 184,679,822 116,929,500
Investment in an associate 11 7,659,055 8,011,913
Investment property 1,177,528 1,177,528
Receivables and prepayments 12 26,902,192 21,032,829
Premises and equipment 2,337,436 2,583,796
Assets held-for-sale - 88,934,033
TOTAL ASSETS 785,934,283 554,480,558
LIABILITIES
Murabaha and Wakala payables to banks 89,397,722 32,880,685
Wakala from non-banks 317,369,585 289,004,770
Customers’ current accounts 32,699,944 42,985,844
Liabilities under conversion 9 120,402,000 -
Other liabilities 13 14,877,262 10,755,559
TOTAL LIABILITIES 574,746,513 375,626,858
UNRESTRICTED INVESTMENT ACCOUNTS 14 9,409,467 6,370,219
AL SALAM BANK-BAHRAIN 45
Consolidated Statement of
Financial Position (continued)
31 December 2009
31 December 31 December
2009 2008
Note BD BD
EQUITY
Share capital 15 142,577,508 120,000,000
Reserves and retained earnings 15 41,356,388 39,660,956
Proposed appropriations 15 14,257,750 12,822,525
Total equity attributable to shareholders of the Bank 198,191,646 172,483,481
Non-controlling interest 3,586,657 -
TOTAL EQUITY 201,778,303 172,483,481
These consolidated financial statements have been authorised for issue in accordance with a resolution of the
Board of Directors dated 15 February 2010.
46 AL SALAM BANK-BAHRAIN
Consolidated
Income Statement
Year ended 31 December 2009
31 December 31 December
2009 2008
BD BD
OPERATING INCOME
Income from financing contracts 16,710,523 14,087,135
Gains on disposal of investments 11,781,651 30,266,556
Gains on investments designated as
fair value through profit or loss 5,772,270 5,259,691
Other operating income (Note 16) 911,486 2,300,596
35,175,930 51,913,978
Less: Profit paid and payable on Murabaha and Wakala from banks (1,118,975) (2,489,667)
Less: Profit on Wakala from non-banks (13,928,052) (9,279,138)
Less: Profit on unrestricted investment accounts (155,520) (219,939)
Less: Depreciation on Ijarah Muntahia Bittamleek (Note 8) (4,037,647) (2,323,976)
OPERATING EXPENSES
Staff costs 5,130,940 6,854,616
Premises and equipment cost 723,322 582,745
Depreciation 1,009,690 902,526
Other operating expenses 2,853,219 3,438,451
Attributable to:
Equity holders of the Bank 13,960,380 25,542,681
Non-controlling interest 2,035 -
13,962,415 25,542,681
AL SALAM BANK-BAHRAIN 47
Consolidated Statement of
Comprehensive Income
Year ended 31 December 2009
31 December 31 December
2009 2008
BD BD
Attributable to:
Equity holders of the Bank 13,480,309 25,641,691
Non-controlling interest 15,504 -
13,495,813 25,641,691
48 AL SALAM BANK-BAHRAIN
Consolidated Statement of
Cash Flows
Year ended 31 December 2009
31 December 31 December
2009 2008
BD BD
OPERATING ACTIVITIES
Net profit for the year 13,962,415 25,542,681
Adjustments:
Depreciation 1,009,690 902,526
Unrealised (gains) / losses on investments designated as fair value
(5,772,270) 2,050,309
through profit or loss
Share of loss from an associate 254,224 280,239
Operating income before changes in operating assets and liabilities 9,454,059 28,775,755
AL SALAM BANK-BAHRAIN 49
Consolidated Statement of
Cash Flows (continued)
Year ended 31 December 2009
31 December 31 December
2009 2008
BD BD
INVESTING ACTIVITIES
Cash flow arising on acquisition of a subsidiary 58,092,000 -
Purchase of premises and equipment (265,331) (507,070)
FINANCING ACTIVITIES
Unrestricted investment accounts 3,039,248 (13,399,366)
Share issue expenses (136,427) -
Dividends (12,000,000) (12,000,000)
Net movement in non-controlling interests (2,035) -
258,557,278 156,204,000
50 AL SALAM BANK-BAHRAIN
Consolidated Statement of Changes In Equity
Year ended 31 December 2009
Attributable to equity holders of the Bank
Foreign
Changes exchange Share Non-
Share Statutory Retained Investment in fair translation premium Proposed controlling Total
capital reserve earnings reserve value reserve reserve appropriations Total interest equity
BD BD BD BD BD BD BD BD BD BD BD
Balance as of 1 January 2008 120,000,000 3,959,869 12,458,881 22,523,040 - - - 529,087 159,470,877 - 159,470,877
Total comprehensive income for the year - - 25,542,681 - - 99,010 - - 25,641,691 - 25,641,691
Zakah on 2008 earnings - - (822,525) - - - - 822,525 - - -
Charitable donations - - (100,000) - - - - - (100,000) - (100,000)
Transfer from investment reserve - - 2,050,309 (2,050,309) - - - - - - -
Transfer to statutory reserve - 2,554,268 (2,554,268) - - - - - - - -
Zakah paid - - - - - - - (529,087) (529,087) - (529,087)
Zakah contribution - - - - - - - - - - -
Dividends paid for 2007 - - (12,000,000) - - - - - (12,000,000) - (12,000,000)
Proposed dividends for 2008 - - (12,000,000) - - - - 12,000,000 - - -
Balance at 31 December 2008 120,000,000 6,514,137 12,575,078 20,472,731 - 99,010 - 12,822,525 172,483,481 - 172,483,481
Total comprehensive income - 2009 - - 13,960,380 - (381,437) (98,634) - - 13,480,309 15,504 13,495,813
120,000,000 6,514,137 26,535,458 20,472,731 (381,437) 376 - 12,822,525 185,963,790 15,504 185,979,294
Transfer to investment reserve - - (5,772,270) 5,772,270 - - - - - - -
Transfer to statutory reserve - 1,396,038 (1,396,038) - - - - - - - -
Zakah paid - - - - - - - (822,525) (822,525) - (822,525)
Charitable donations - - (100,000) - - - - - (100,000) - (100,000)
Dividends paid for 2008 - - - - - - - (12,000,000) (12,000,000) - (12,000,000)
Proposed dividends for 2009 (Note 15.4) - - (14,257,750) - - - - 14,257,750 - - -
Shares issued (Notes 3 and 15.1) 22,577,508 - - - - - 2,709,300 - 25,286,808 - 25,286,808
Share issue expenses - - - - - - (136,427) - (136,427) - (136,427)
AL SALAM BANK-BAHRAIN
Balance at 31 December 2009 142,577,508 7,910,175 5,009,400 26,245,001 (381,437) 376 2,572,873 14,257,750 198,191,646 3,586,657 201,778,303
51
Notes to the Consolidated
Financial Statements
31 December 2009
The parent company, Al Salam Bank-Bahrain B.S.C. (“the Bank”) was incorporated in the Kingdom of Bahrain
under the Bahrain Commercial Companies Law No. 21/2001 and was registered with Ministry of Industry
and Commerce under Commercial Registration Number 59308 on 19 January 2006. The Bank is regulated
and supervised by the Central Bank of Bahrain (“the CBB”) and has an Islamic retail banking license and is
operating under Islamic principles, and in accordance with all the relevant regulatory guidelines for Islamic
banks issued by the CBB. The Bank’s registered office is P.O. Box 18282, Building 22, Avenue 58, Block 436,
Al Seef District, Kingdom of Bahrain.
During the year, the Bank acquired a 90.31% stake in Bahraini Saudi Bank B.S.C. (BSB), a publicly listed
commercial bank in the Kingdom of Bahrain. BSB operates under a retail banking license issued by the Central
Bank of Bahrain. BSB has applied for an Islamic retail banking license with the CBB and is awaiting approval.
Subsequent to acquisition by the Bank, BSB has discontinued new conventional activities and the conversion
into a fully compliant Islamic operations is in progress.
The Bank and its subsidiary BSB (together known as “the Group”) operate through eight retail branches in
the Kingdom of Bahrain. The Bank offers a full range of Shari’a-compliant banking services and products.
The activities of the Bank include accepting money market placements, managing profit sharing investment
accounts, offering Islamic financing contracts, dealing in Shari’a-compliant financial instruments as principal/
agent, managing Shari’a-compliant financial instruments and other activities permitted for under the CBB’s
Regulated Banking Services as defined in the licensing framework.
2 ACCOUNTING POLICIES
The consolidated financial statements are prepared on a historical cost basis, except for investments held at fair
value through profit or loss, available-for-sale investments and investment properties. These consolidated financial
statements incorporate all assets, liabilities and off balance sheet financial instruments held by the Group.
Investment in Al Salam Bank-Algeria is equity accounted as per IAS 28, Investment in Associates (Note 11).
These consolidated financial statements are presented in Bahraini dinars, being the functional and presentation
currency of the Group.
Statement of compliance
The consolidated financial statements of the Group are prepared in accordance with the Financial Accounting
Standards (FAS) issued by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI)
and in conformity with the Bahrain Commercial Companies Law and the Central Bank of Bahrain and Financial
Institutions Law. In accordance with AAOIFI, for matters for which no AAOIFI standards exist, the Group uses
the relevant International Financial Reporting Standard.
52 AL SALAM BANK-BAHRAIN
2 ACCOUNTING POLICIES (continued)
The Group presents its consolidated statement of financial position broadly in order of liquidity. An analysis
regarding recovery or settlement within 12 months after the consolidated statement of financial position date
(current) and more than 12 months after the consolidated statement of financial position date (non-current) is
presented in Note 22.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Bank and its subsidiary for the
year ended 31 December 2009. The financial statements of the Bank’s subsidiary is prepared for the same
reporting year as the Bank, using consistent accounting policies. Non Shari’a compliant assets and liabilities of
the subsidiary are consolidated as set out in Note 9.
Subsidiaries are fully consolidated from the date on which control is transferred to the Bank. Control is achieved
where the Bank has the power to govern the financial and operating policies of an entity so as to obtain benefits
from its activities. The results of subsidiaries acquired during the year are included in the consolidated income
statement from the date of gaining control over the subsidiary.
Non-controlling interests represent the portion of profit or loss and net assets not owned, directly or indirectly,
by the Group and are presented separately in the consolidated income statement and within equity in the
consolidated statement of financial position, separately from parent shareholders’ equity.
The preparation of the consolidated financial statements requires management to make judgements and
estimates that affect the reported amount of financial assets and liabilities and disclosure of contingent liabilities.
These judgements and estimates also affect the revenues and expenses and the resultant provisions as well as
fair value changes reported in equity.
Judgements are made in the classification of fair value through profit or loss, assets held for sale or held-to-
maturity investments based on management’s intention at acquisition of the financial asset. As fully described
below, judgements are also made in determination of the objective evidence that a financial asset is impaired.
Classification of investments
Management decides upon acquisition of an investment whether it should be classified as fair value through
profit or loss, available for sale or held-to-maturity.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimating uncertainty at the date of the
statement of financial position, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below:
AL SALAM BANK-BAHRAIN 53
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
The Group calibrates the valuation techniques periodically and tests these for validity using either prices from
observable current market transactions in the same instrument or other available observable market data.
The principal accounting policies applied in the preparation of these consolidated financial statements are set
out below:
a) Financial contracts
Financial contracts consist of cash and balances with banks and the Central Bank of Bahrain, Murabaha
receivables (net of deferred profit), Mudaraba, Musharaka and Ijarah Muntahia Bittamleek. Balances relating to
these contracts are stated net of provisions for impairment.
54 AL SALAM BANK-BAHRAIN
2 ACCOUNTING POLICIES (continued)
b) Corporate sukuk
These are quoted securities and classified as available-for-sale. These are recorded at the amortised cost and
remeasured at fair value. Changes in fair value are recognized in the other comprehensive income until the
investment is derecognised or the investment is determined to be impaired, upon which the cumulative fair
value is transferred to consolidated income statement.
Depreciation is provided on a straight-line basis on all Ijarah Muntahia Bittamleek assets other than land
(which is deemed to have an indefinite life), at rates calculated to write off the cost of each asset over the short
of either period of the lease or economic life of the asset.
e) Musharaka
These are initially stated at the fair value of the consideration given and subsequently remeasured at amortised
cost less provision for impairment in value, if any.
Investments:
These are classified as available-for-sale investments and are fair valued based on criteria set out in Note 2.3
g. Any changes in fair values subsequent to acquisition date are recognized in other comprehensive income.
g) Non-trading investments
These are classified as held-to-maturity, available-for-sale or fair value through profit or loss.
All investments are initially recognised at cost, being the fair value of the consideration given including
acquisition costs associated with the investment. Acquisition cost relating to investments designated as fair
value through profit and loss is charged to consolidated income statement.
Following the initial recognition of investments, the subsequent period-end reporting values are determined as
follows:
AL SALAM BANK-BAHRAIN 55
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
Investments held-to-maturity
Investments which have fixed or determinable payments and fixed maturity which are intended to be held-to-
maturity, are carried at amortised cost, less provision for impairment in value.
Investments available-for-sale
After initial recognition, investments which are classified “available-for-sale” are normally remeasured at
fair value, unless the fair value cannot be reliably determined, in which case they are measured at cost less
impairment. Fair value changes are reported in the other comprehensive income until the investment is
derecognised or the investment is determined to be impaired. On derecognition or impairment the cumulative
gain or loss previously reported as “cumulative changes in fair value” within equity, is included in the
consolidated income statement.
Investments at fair value through profit or loss are recorded in the balance sheet at fair value. Changes in fair
value are recorded as “Gains on investments designated at fair value through profit or loss” in the consolidated
income statement.
h) Investment reserve
Unrealised gains and losses resulting from revaluation of “investments carried at fair value through profit or
loss” and “investment properties” recorded in the consolidated statement of income are appropriated to an
investment reserve in equity and are not available for distribution to the shareholders. Upon disposal of such
assets, the related cumulative gains or losses are transferred to retained earnings and become available for
distribution.
i) Investment in an associate
The Group’s investments in its associates, that are acquired for strategic purposes, are accounted for under the
equity method of accounting. Other equity investments in associates are accounted for as fair value through
profit or loss by availing the scope exemption under IAS 28, Investments in associates. An associate is an
entity over which the Group has significant influence and which is neither a subsidiary nor a joint venture. An
entity is considered as an associate if the Group has more than 20% ownership of the entity or the Group has
significant influence through any other mode.
56 AL SALAM BANK-BAHRAIN
2 ACCOUNTING POLICIES (continued)
Under the equity method, the investment in the associate is carried in the balance sheet at cost plus post-
acquisition changes in the Group’s share of net assets of the associate. Losses in excess of the cost of the
investment in an associate are recognised when the Group has incurred obligations on its behalf. Goodwill
relating to an associate is included in the carrying amount of the investment and is not amortised. The
consolidated income statement reflects the Group’s share of results of operations of the associate. Where there
has been a change recognised directly in the equity of the associate, the Group recognises its share of any
changes and discloses this, when applicable, in the consolidated statement of changes in equity.
The reporting dates of the associate and the Group are identical and the associates accounting policy conform
to those used by the Group for like transactions and events in similar transactions.
After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on its investment in associates. The Group determines at each balance sheet date whether there
is any objective evidence that the investment in associates are impaired. If this is the case, the Group calculates
the amount of impairment as the difference between the recoverable amount of the associate and its carrying
value and recognises the amount in the consolidated income statement.
Profit and losses resulting from transactions between the Group and the associates are eliminated to the extent
of the interest in associates.
Foreign exchange translation gains/losses arising out of the above investment in the associate are included in the
other comprehensive income.
j) Investment properties
Investment properties are those held to earn rentals and/or for capital appreciation. These are initially recorded
at cost, including acquisition charges associated with the property.
Subsequent to initial recognition, all investment properties are remeasured at fair value and changes in fair value
are recognised in the consolidated statement of income as gain or loss in investment properties. The fair value
of the investment properties is determined either based on valuations made by independent valuers or using
internal models with consistent assumptions.
AL SALAM BANK-BAHRAIN 57
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
Any impairment loss is recognised in the consolidated income statement for any initial and subsequent write
down of these assets to fair value, less costs to sell. A gain for any subsequent increase in the fair value, less costs
to sell, is recognised to the extent that it is not in excess of the cumulative impairment loss that was recognised.
Goodwill acquired in a business combination is initially measured at cost, being the excess of the cost of
the business combination over the Bank’s interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities acquired. Gain on business combination, being the excess of the Bank’s interest in the
net fair value of the identifiable assets, liabilities and contingent liabilities acquired over the cost of business
acquisition is recognised as gain in the consolidated statement of income.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill
is reviewed for impairment annually, or more frequently, if events or changes in circumstances indicate that the
carrying value may be impaired.
58 AL SALAM BANK-BAHRAIN
2 ACCOUNTING POLICIES (continued)
For available-for-sale equity investments reversal of impairment losses are recorded as increases in cumulative
changes in fair value through equity.
In addition, a collective provision is made to cover impairment for specific assets where there is a measurable
decrease in estimated future cash flows.
o) Offsetting
Financial assets and financial liabilities can only be offset with the net amount being reported in the consolidated
statement of financial position when there is a legally enforceable right to set off the recognised amounts
and the Group intends to either settle on a net basis, or intends to realise the asset and settle the liability
simultaneously.
p) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) arising from a past
event and the costs to settle the obligation are both probable and able to be reliably measured.
For Bahraini employees, the Group makes contributions to Social Insurance Organisation calculated as a
percentage of the employees’ salaries. The Group’s obligations are limited to these contributions, which are
expensed when due.
r) Revenue recognition
Murabaha
As the income is quantifiable and contractually determined at the commencement of the contract, income
is recognised on a straight-line basis. Recognition of income is suspended when the Group believes that the
recovery of these amounts may be doubtful or normally when the payments of Murabaha installments are
overdue by 90 days, whichever is earlier.
Corporate sukuk
Income on Corporate sukuk is recognized on a time-proportionate basis based on underlying profit rate of the
sukuk. Accrual of income is suspended when the Group believes that the recovery of these amounts may be
doubtful or normally when the repayments are overdue by 90 days, whichever is earlier.
AL SALAM BANK-BAHRAIN 59
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
Mudaraba
Income on Mudaraba transactions are recognised when the right to receive is established or these are declared
by the Mudarib, whichever is earlier.
Dividends
Dividend income is recognised when the Group’s right to receive the payment is established.
Musharaka
Income on Musharaka is recognized when the right to receive payment is established or on distributions.
Fee income on financing transactions: Fee earned on financing transactions including up-front fees and early
settlement fees are recognised when earned. To the extent the fees are deemed yield enhancement they are
recognised over the period of the financing contracts.
Fee income from transaction services: Fee arising from corporate finance, corporate advisory, arranging the sale
of assets and wealth management are recognised when earned or on a time proportionate basis when the fee
is linked to time.
For investments where there is no quoted market price, a reasonable estimate of fair value is determined by
reference to valuation by independent external valuers or based on recent arm’s length market transactions.
60 AL SALAM BANK-BAHRAIN
2 ACCOUNTING POLICIES (continued)
Alternatively, the estimate would also be based on current market value of another instrument, which is
substantially the same, or is based on the assessment of future cash flows. The cash equivalent values are
determined by the Group at current profit rates for contracts with similar terms and risk characteristics.
For investments having fixed or determinable payments, fair value is based on the net present value of estimated
future cash flows determined by the Group using current profit rates for investments with similar terms and risk
characteristics.
s) Foreign currencies
Foreign currency transactions are recorded at rates of exchange prevailing at the dates of the transactions.
Monetary assets and liabilities in foreign currencies at the statement of financial position date are retranslated
at market rates of exchange prevailing at that date. Gains and losses arising on translation are recognised in the
consolidated income statement. Non-monetary assets that are measured in terms of historical cost in foreign
currencies are recorded at rates of exchange prevailing at the value dates of the transactions. Translation gains
or losses on non-monetary items classified as “available-for-sale” and investment in associates are included in
consolidated statement of changes in equity until the related assets are sold or derecognised at which time they
are recognised in the consolidated income statement. Translation gains on non-monetary assets classified as
“fair value through profit or loss” are directly recognised in the consolidated income statement.
(i) the rights to receive cash flows from the asset have expired; or
(ii) the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and
(iii) either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred the
control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor
transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in
the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could
be required to repay.
AL SALAM BANK-BAHRAIN 61
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
w) Fiduciary assets
Assets held in a fiduciary capacity are not treated as assets of the Group and are accordingly not shown in the
consolidated statement of financial position.
z) Zakah
In accordance with the revised Articles of Association of the Bank, the responsibility to pay Zakah is on the
shareholders of the Bank.
62 AL SALAM BANK-BAHRAIN
3 BUSINESS COMBINATION
During the year, the Bank made an offer to acquire up to 100% of the issued and paid up shares of Bahraini
Saudi Bank B.S.C. (BSB), a publicly listed commercial bank incorporated in the Kingdom of Bahrain, at an
exchange ratio of one new share of the Bank for every two shares of BSB. The proposed acquisition through
share exchange was approved by the shareholders of the Bank in their Extraordinary General Assembly Meeting
held on 4 May 2009. The Bank acquired 90.31% stake in BSB and issued 225,775,075 ASBB new shares (Note
15.1). On 28 October 2009, the Board of BSB was reconstituted with three out of the five Board members of
BSB representing ASBB gaining effective control over BSB.
The fair value of the identifiable assets and liabilities of BSB as of 28 October 2009 and the gain arising out of
the acquisition are as follows:
The net cash inflow arising on acquisition amounted to BD 58,092,000. Other items including the issue of shares
have been treated as non-cash item for the purpose of consolidated statement of cash flows.
From the date of acquisition, BSB has contributed BD 18,965 to the net profit of the Bank. If the combination had
taken place at the beginning of the year, the Bank’s share of net loss for the year would have been BD 3,661,167.
AL SALAM BANK-BAHRAIN 63
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
As at 31 December 2009, financial instruments have been classified for the purpose of measurement under
International Accounting Standard 39: Financial Instruments: Recognition and Measurement as follows:
Financial
assets at fair Financial
value through Available for assets at cost /
profit or loss sale amortised cost Total
BD BD BD BD
ASSETS
Cash and balances with
- - 126,739,202 126,739,202
Central Bank of Bahrain
Central Bank of Bahrain Sukuk - - 32,907,875 32,907,875
Murabaha receivables from banks - - 149,303,782 149,303,782
Corporate Sukuk - 16,949,546 - 16,949,546
Murabaha and Mudaraba receivables - - 87,273,825 87,273,825
Ijarah Muntahia Bittamleek - - 46,314,651 46,314,651
Musharaka financing - - 5,384,369 5,384,369
Assets under conversion - 27,696,000 70,609,000 98,305,000
Non-trading investments 184,679,822 - - 184,679,822
Receivables - - 26,213,797 26,213,797
Financial
liabilities at fair Financial
value through Available for liabilities at
profit or loss sale amortised cost Total
BD BD BD BD
LIABILITIES AND UNRESTRICTED
INVESTMENT ACCOUNTS
Murabaha and Wakala payables to banks - - 89,397,722 89,397,722
Wakala from non-banks - - 317,369,585 317,369,585
Customers’ current accounts - - 32,699,944 32,699,944
Liabilities under conversion - - 120,402,000 120,402,000
Other liabilities - - 9,824,244 9,824,244
UNRESTRICTED INVESTMENT
- - 9,409,467 9,409,467
ACCOUNTS
- - 579,102,962 579,102,962
64 AL SALAM BANK-BAHRAIN
4 CLASSIFICATION OF FINANCIAL INSTRUMENTS BY MEASUREMENT BASIS
(continued)
Financial
assets at fair Financial
value through Available for assets at cost /
profit or loss sale amortised cost Total
BD BD BD BD
ASSETS
Cash and balances with
Central Bank of Bahrain - - 83,533,981 83,533,981
Central Bank of Bahrain Sukuk - - 31,095,000 31,095,000
Murabaha receivables from banks - - 87,167,449 87,167,449
Murabaha and Mudaraba receivables - - 72,483,745 72,483,745
Ijarah Muntahia Bittamleek - - 41,530,784 41,530,784
Non-trading investments 116,929,500 - - 116,929,500
Receivables - - 20,439,688 20,439,688
Assets held-for-sale - - 88,934,033 88,934,033
UNRESTRICTED INVESTMENT
ACCOUNTS - - 6,370,219 6,370,219
- - 373,855,688 373,855,688
2009 2008
BD BD
126,739,202 83,533,981
AL SALAM BANK-BAHRAIN 65
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
Up to Up to
3 months 3 months
2009 2008
BD BD
149,303,782 87,167,449
Deferred profits on Murabaha receivables from banks amounted to BD 57,697 (2008: BD 31,685).
Murabaha and Mudaraba receivables are shown net of deferred profits of BD9,664,651 (2008: BD8,026,806).
This represents net investments in assets leased for periods which either approximate or cover major parts of
the estimated useful lives of such assets. The lease agreements stipulate that the lessor undertakes to transfer
the leased assets to the lessee at the end of the lease term upon the lesee fulfilling all obligations under the
lease agreement.
2009 2008
BD BD
Movements in Ijarah Muntahia Bittamleek assets are as follows:
66 AL SALAM BANK-BAHRAIN
8 IJARAH MUNTAHIA BITTAMLEEK (continued)
2009 2008
BD BD
The future minimum lease receivable in aggregate are as follows:
46,314,651 41,530,784
2009 2008
BD BD
Ijarah Muntahia Bittamleek are divided into the following asset classes:
Aviation 3,595,657 3,836,702
Buildings 42,718,994 37,694,082
46,314,651 41,530,784
The accumulated depreciation on assets subject to Ijarah amounted to BD 4,862,954 (31 December 2008: BD
3,464,322).
These represent interest bearing non-Shari’a compliant assets and liabilities of BSB, a majority owned subsidiary
of the Bank. At the balance sheet date, the conversion of the subsidiary into a fully compliant Islamic operations
had just begun, accordingly these assets and liabilities have been reported as separate line items on the face
of the consolidated statement of financial position. The details of these assets and liabilities under conversion
are as follows:
BD
Assets
Due from banks and financial institutions 6,839,000
Loans and advances to customers 63,770,000
Non trading investments 27,696,000
98,305,000
Liabilities
Due to banks and financial institutions 20,912,000
Customers’ deposits 99,490,000
120,402,000
BSB has pledged certain investments with a financial institution having a carrying value of BD 22.5 million
(2008: BD 25.8 million) as at 31 December 2009 against which there is no borrowing as at 31 December 2009
(2008: BD 9.4 million)
AL SALAM BANK-BAHRAIN 67
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
10 NON-TRADING INVESTMENTS
2009 2008
BD BD
184,679,822 116,929,500
These represent investments designated as fair value through profit or loss and are carried at fair value.
Certain of these investments are recorded at fair value using valuation techniques as current market transactions
or observable market data are not available. Their fair value is determined using a valuation model that has
been tested against the prices of actual market transactions and using the Group’s best estimate of the most
appropriate model inputs.
11 INVESTMENT IN AN ASSOCIATE
The Group has investment in an associate, Al Salam Bank Algeria (ASBA), a bank incorporated in Algeria.
Al Salam Bank Algeria is not listed on any stock exchange. The following table illustrates the summarised
financial information of the Group’s investment in ASBA:
2009 2008
BD BD
Associate’s balance sheet:
Total assets 69,691,689 39,514,495
Total liabilities 20,318,137 3,224,932
68 AL SALAM BANK-BAHRAIN
12 RECEIVABLES AND PREPAYMENTS
2009 2008
BD BD
26,902,192 21,032,829
Other receivables include BD 17,892,079 relating to sale of investments. At 31 December 2008, the other
receivables included BD 8,515,761 relating to sale of investments and majority of which was received during
2009.
13 OTHER LIABILITIES
2009 2008
BD BD
14,877,262 10,755,559
Unrestricted investment account holders’ funds are commingled with the Bank’s funds and used to fund / invest
in Islamic financing contracts. According to the terms of acceptance of the unrestricted investment accounts,
100% of the funds are invested after deducting a mandatory reserve taking into consideration the relevant
weightage, if any. Unrestricted investment accounts have no restriction on cash withdrawal. The Mudarib fee
ranges between 40% and 50%.
The Mudarib’s share of profit during the year amounted to BD 152,010 (2008: BD 214,970). The average profit
rate for the URIA holders is about 1.25% (2008: 2.5%)
During the current year, an amount of BD 39,754,541 which was included in unrestricted investment reserve
as of 31 December 2008, has been reclassified to customers’ current account to conform with current year
presentation. This has not impacted the previously reported net income and total equity.
AL SALAM BANK-BAHRAIN 69
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
15 EQUITY
2009 2008
BD BD
15.1 SHARE CAPITAL
Authorised:
2,000,000,000 (2008: 1,200,000,000)
200,000,000 120,000,000
ordinary shares of BD 0.100 each
142,577,508 120,000,000
Pursuant to a shareholders’ resolution (Note 3), the Bank raised its authorised capital from BD 120 million to
BD 200 million and issued 225,775,075 ordinary shares of ASBB to those shareholders of BSB who accepted
the offer. At the offer closing date, the market price of the Bank’s shares was BD 0.112 each. This resulted in
proceeds of BD 25,286,808 from the new issue, including a share premium of BD 0.012 per share aggregating
to BD 2,709,300.
70 AL SALAM BANK-BAHRAIN
15 EQUITY (continued)
911,486 2,300,596
Related parties comprise major shareholders, directors of the Group, close members of their families, entities
owned or controlled by them and companies affiliated by virtue of common ownership or directors with that
of the Group. The transactions with these parties were made on commercial terms.
The significant balances with related parties at 31 December 2009 were as follows:
2009
Associates and Directors and Senior
joint ventures related entities management Total
BD BD BD BD
Assets:
Murabaha and Mudaraba receivables 9,540,472 28,061 67,378 9,635,911
Ijarah Muntahia Bittamleek 14,097,973 3,595,657 178,189 17,871,819
Musharaka financing 5,234,068 - 99,165 5,333,233
Assets under conversion - - 27,000 27,000
Receivables and prepayments 2,733,999 8,795 14,672 2,757,466
Liabilities:
Wakala from non-banks 15,593,252 511,091 311,761 16,416,104
Customers’ current accounts 7,012,381 257,252 35,253 7,304,886
Liabilities under conversion - - 1,017,000 1,017,000
Unrestricted investment accounts 116,178 65,428 61,771 243,377
AL SALAM BANK-BAHRAIN 71
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
The income and expenses in respect of related parties included in the consolidated financial statements are as
follows:
2009
Associates and Directors and Senior
joint ventures related entities management Total
BD BD BD BD
Income:
Income from other Islamic financing contracts 2,242,075 92,977 9,620 2,344,672
Expenses:
Profit paid on Wakala from non-banks 281,460 33,515 14,197 329,172
Share of profits on unrestricted
investment accounts 188 1,217 975 2,380
2008
Associates and Directors and Senior
joint ventures related entities management Total
BD BD BD BD
Assets:
Murabaha and Mudaraba receivables 7,040,472 3,693,308 60,985 10,794,765
Ijarah Muntahia Bittamleek 12,556,290 6,301,531 179,595 19,037,416
Receivables and prepayments 8,669,913 91,225 14,583 8,775,721
Liabilities:
Wakala from non-banks 26,966,966 141,577 1,031,541 28,140,084
Customer current accounts - 180,255 49,004 229,259
Unrestricted investment accounts 3,242,180 100,680 44,142 3,387,002
The income and expenses in respect of related parties included in the consolidated financial statements are as
follows:
Income:
Income from other Islamic financing contracts 605,768 419,558 15,731 1,041,057
Fees and commission income (Note 16) 40,905 - - 40,905
Expenses:
Profit paid on Wakala from non-banks 966,272 3,828 29,269 999,369
Share of profits on unrestricted
investment accounts - 192 4,879 5,071
72 AL SALAM BANK-BAHRAIN
17 RELATED PARTY TRANSACTIONS (continued)
As of 31 December 2009, Murabaha and Mudaraba receivables and Ijarah Muntahia Bittamleek included BD
3,595,657 (2008: BD3,693,308) of facilities provided to directors and their associates which are past due and
on which profit is not being recognised.
Directors are compensated in the form of fees for attending board and committee meetings. Directors’
remuneration, allowances and expenses for attending board and committee meetings for the year ended 31
December 2009 amounted to BD 250,000 (31 December 2008: BD 350,000).
Compensation of key management personnel, consisting solely of short-term benefits, paid during the year was
BD 2,182,000 (2008: BD 2,753,000).
2009 2008
BD BD
Contingent liabilities on behalf of customers
Guarantees 19,077,412 13,261,042
Letters of credit 1,674,596 -
Acceptances 409,000 -
21,161,008 13,261,042
26,578,704 7,462,328
47,739,712 20,723,370
Letters of credit, guarantees (including standby letters of credit) commit the Group to make payments on behalf
of customers contingent upon their failure to perform under the terms of the contract.
Commitments generally have fixed expiration dates, or other termination clauses. Since commitment may expire
without being drawn upon, the total contract amounts do not necessarily represent future cash requirements.
AL SALAM BANK-BAHRAIN 73
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
The Group has entered into a five-year operating lease for its premises. Future minimal rentals payable under
the non-cancellable lease are as follows:
2009 2008
BD BD
749,950 899,466
19 RISK MANAGEMENT
19.1 Introduction
Risk is inherent in the Group’s activities but it is managed through a process of ongoing identification,
measurement and monitoring, subject to risk limits and other controls. This process of risk management is
critical to the Group’s continuing profitability and each individual within the Group is accountable for the risk
exposures relating to his or her responsibilities. The Group is exposed to credit risk, liquidity risk and market
risk, the latter being subdivided into trading and non-trading risks. It is also subject to early repayment risk and
operational risks.
The independent risk control process does not include business risks such as changes in the environment,
technology and industry. They are monitored through the Group’s strategic planning process.
Board of Directors
The Board of Directors is responsible for the overall risk management approach and for approving the risk
strategies and principles.
74 AL SALAM BANK-BAHRAIN
19 RISK MANAGEMENT (continued)
Executive Committee
The Executive Committee has the responsibility to monitor the overall risk process within the Group.
Internal Audit
Risk management processes throughout the Group are audited by the internal audit function, that examines
both the adequacy of the procedures and the Group’s compliance with the procedures. Internal Audit discusses
the results of all assessments with management, and reports its findings and recommendations to the Audit
Committee.
AL SALAM BANK-BAHRAIN 75
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
Monitoring and controlling risks is primarily performed based on limits established by the Group. These limits
reflect the business strategy and market environment of the Group as well as the level of risk that the Group
is willing to accept, with additional emphasis on selected industries. In addition, the Group monitors and
measures the overall risk bearing capacity in relation to the aggregate risk exposure across all risk types and
activities.
Information compiled from all the businesses is examined and processed in order to analyse, control and
identify early risks. This information is presented and explained to the Board of Directors, the Credit / Risk
Committee, and the head of each business division. The report includes aggregate credit exposure, credit metric
forecasts, hold limit exceptions, liquidity ratios and risk profile changes. On a monthly basis detailed reporting
of industry, customer and geographic risks takes place. Senior management assesses the appropriateness of the
allowance for credit losses on a quarterly basis. The Board of Directors receives a comprehensive risk report
once a quarter which is designed to provide all the necessary information to assess and conclude on the risks
of the Group.
For all levels throughout the Group, specifically tailored risk reports are prepared and distributed in order
to ensure that all business divisions have access to extensive, necessary and up-to-date information. A daily
briefing is given to the Chief Financial Officer and all other relevant members of the Group on the utilisation of
market limits, proprietary investments and liquidity, plus any other risk developments.
In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific
guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled
and managed accordingly.
76 AL SALAM BANK-BAHRAIN
19 RISK MANAGEMENT (continued)
Credit risk is the risk that one party to a financial contract will fail to discharge an obligation and cause the other
party to incur a financial loss. The Group attempts to control credit risk by monitoring credit exposures, setting
limits for transactions with counterparties, and continually assessing the creditworthiness of counterparties.
In addition to monitoring credit limits, the Group manages the credit exposures by entering into collateral
arrangements with counterparties in appropriate circumstances and by limiting the duration of the exposure.
Maximum exposure to credit risk without taking account of any collateral and other credit enhancements
The table below shows the maximum exposure to credit risk for the components of the consolidated statement
of financial position. The maximum exposure is shown gross, before the effect of mitigation through the use of
master netting and collateral agreements.
Where financial instruments are recorded at fair value the amounts shown above represent the current credit
risk exposure but not the maximum risk exposure that could arise in the future as a result of changes in values.
AL SALAM BANK-BAHRAIN 77
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
Murabaha receivables
The Bank arranges Murabaha transactions by buying an asset (which represents the object of the Murabaha)
and then selling this asset to customers (beneficiary) after adding a margin of profit over the cost. The sale price
(cost plus profit margin) is repaid in installments over the agreed period.
a) The credit quality of Balances with Banks and Murabaha receivables from banks subject to credit risk is as
follows:
31 December 2009
Neither past due nor impaired Past due or
individually
‘A’ Rated ‘B’ Rated Unrated impaired Total
BD BD BD BD BD
31 December 2008
Neither past due nor impaired Past due or
individually
‘A’ Rated ‘B’ Rated Unrated impaired Total
BD BD BD BD BD
78 AL SALAM BANK-BAHRAIN
19 RISK MANAGEMENT (continued)
The ratings referred to in the above tables are by one or more of the 4 international rating agencies (Standards
& Poors, Moody’s, Fitch and Capital Intelligence). The unrated exposures are with various high quality Middle
East financial institutions, which are not rated by a credit rating agency. In the opinion of the management,
these are equivalent to “A” rated banks.
b) The credit quality of Corporate sukuk, Murabaha and Mudaraba receivables, Ijarah Muntahia Bittamleek,
Musharaka financing, Assets under conversion and Receivables that are subject to credit risk, based on internal
credit ratings, is as follows:
31 December 2009
Neither past due nor impaired
Substandard but Past due but not
Satisfactory Watch List not impaired impaired Total
BD BD BD BD BD
31 December 2008
Neither past due nor impaired
Substandard but Past due but
Satisfactory Watch List not impaired not impaired Total
BD BD BD BD BD
Murabaha and
66,756,279 - - 5,727,466 72,483,745
Mudaraba receivables
Ijarah Muntahia Bittamleek 41,507,924 - - 22,860 41,530,784
All internal risk ratings are tailored to the various categories and are derived in accordance with the Group’s
rating policy. The attributable risk ratings are assessed and updated regularly.
AL SALAM BANK-BAHRAIN 79
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
c) Past due but not impaired Murabaha and Mudaraba receivables, and Ijarah Muntahia Bittamleek are
analysed as follows:
31 December 2009
0-30 days 31-90 days > 90 days Total
BD BD BD BD
Murabaha and
1,740,965 4,609,596 6,950,582 13,301,143
Mudaraba receivables
Ijarah Muntahia Bittamleek 1,724,478 692,024 4,318,059 6,734,561
31 December 2008
0-30 days 31-90 days > 90 days Total
BD BD BD BD
Murabaha and
- 2,034,158 3,693,308 5,727,466
Mudaraba receivables
Ijarah Muntahia Bittamleek 22,860 - - 22,860
All the past due but not impaired Murabaha and Mudaraba receivables and Ijarah financing are covered by
collateral of BD 42,034,664 (2008: BD 8,901,056).
The maximum credit risk, without taking into account the fair value of any collateral and Shari’a-compliant
netting agreements, is limited to the amounts on the statement of financial position plus commitments to
customers disclosed in Note 18 except capital commitments.
During the year BD 9,520,469 (2008: BD 2,350,000) of financing facilities to individuals were renegotiated.
All renegotiated facilities are performing and are fully secured.
At 31 December 2009, the amount of credit exposure in excess of 10% of the Group’s equity to individual
counterparties was nil (2008: nil).
At 31 December 2009, impaired financial assets of the Group amounted to BD 59,387,000 (2008: Nil) against
which provision of BD 47,507,000 (2008: Nil) was held.
80 AL SALAM BANK-BAHRAIN
19 RISK MANAGEMENT (continued)
Legal risk is the risk arising from the potential that unenforceable contracts, lawsuits or adverse judgments
can disrupt or otherwise negatively affect the operations of the Group. The Group has developed controls and
procedures to identify legal risks and believes that losses will be minimized.
As at 31 December 2009, legal suits amounting to BD 1,681 thousand (2008: BD 1,661 thousand) were
pending against the Group. Based on the opinion of the Group’s legal counsel, the total estimated liability
arising from these cases is not considered to be material to the Group’s financial position as the Group also has
filed counter cases against these parties.
20 CONCENTRATIONS
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in
the same geographic region, or have similar economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations
indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry or
geographic location. The Group manages its credit risk exposure through diversification of financing activities
to avoid undue concentrations of risks with customers in specific locations or businesses.
The distribution of assets, liabilities and unrestricted investment accounts by geographic region and industry
sector was as follows:
Liabilities, Liabilities,
unrestricted unrestricted
investment Contingent investment
accounts liabilities and accounts
Assets and equity Commitments Assets and equity Commitments
2009 2009 2009 2008 2008 2008
BD BD BD BD BD BD
Geographic region
GCC 718,880,971 560,808,591 32,549,873 502,539,276 357,555,010 2,465,607
Arab World 9,565,905 2,791,538 - 9,917,696 4,978,221 -
Europe 23,087,333 11,641,916 48,252 6,106,964 6,856,091 -
Asia 27,105,676 8,734,207 12,346,647 32,222,098 12,600,551 2,278,578
America 2,274,539 179,728 - 1,709,064 7,204 -
Others 5,019,859 - 3,544,890 1,985,460 - 2,718,143
AL SALAM BANK-BAHRAIN 81
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
20 CONCENTRATIONS (continued)
Liabilities, Liabilities,
unrestricted Contingent unrestricted
investment liabilities and investment
accounts Commit- accounts
Assets and equity ments Assets and equity Commitments
2009 2009 2009 2008 2008 2008
BD BD BD BD BD BD
Industry sector
Trading and
manufacturing 10,418,502 15,798,137 16,626,581 12,752,030 423,602 48,789
Banks and financial
institutions 257,170,260 143,696,752 344,000 109,199,534 72,547,160 -
Real estate 188,081,853 60,406,242 23,331,597 167,869,248 68,098,462 4,242,721
Aviation 10,373,462 8,536 - 5,090,915 1,025,554 -
Individuals 45,768,760 206,897,595 1,726,150 23,199,665 106,905,733 1,167,200
Government and
public sector 127,925,297 87,211,278 - 135,204,195 97,537,011 1,218,851
Others 146,196,149 70,137,440 6,461,334 101,164,971 35,459,555 784,767
21 MARKET RISK
Market risk arises from fluctuations in global yields on financial instruments and foreign exchange rates that
could have an indirect effect on the Group’s assets value and equity prices. The Board has set limits on the risk
that may be accepted. This is monitored on a regular basis by the Asset and Liability Committee of the Group.
82 AL SALAM BANK-BAHRAIN
21 MARKET RISK (continued)
The effect on income (as a result of changes in the fair values of non-trading investments held at fair value
through profit or loss and assets held for sale) solely due to reasonably possible changes in equity prices, is as
follows:
2009
10% increase 10% decrease
Effect on Effect on
Effect on Comprehensive Effect on Comprehensive
net profit income net profit income
BD BD BD BD
Quoted:
GCC 434,194 172,700 (434,194) (172,700)
Unquoted 18,033,788 1,514,600 (18,033,788) (1,514,600)
2008
10% increase 10% decrease
Effect on Effect on
Effect on Comprehensive Effect on Comprehensive
net profit income net profit income
BD BD BD BD
Quoted:
GCC 404,564 - (404,564) -
Unquoted 11,288,386 - (11,288,386) -
Assets under conversion (Note 9) include quoted equites of BD 1,727,000 (2008: Nil) and unquoted equites of
BD 15,146,000 (2008: Nil). In determining the effect of price volatility on above, equity positions included in
assets under conversion have been considered.
The Group manages exposures to the effects of various risks associated with fluctuations in the prevailing levels
of market profit rates on its financial position and cash flows.
The effect on income solely due to reasonably possible immediate and sustained changes in profit return rates,
affecting both floating rate assets and liabilities and fixed rate assets and liabilities with maturities less than one
year are as follows:
AL SALAM BANK-BAHRAIN 83
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
2009
Change in Effect on Change in Effect on
rate net profit rate net profit
% BD % BD
US dollars 0.25 179,609 (0.25) (179,609)
Bahraini dinars 0.25 344,051 (0.25) (344,051)
2008
Change in Effect on Change in Effect on
rate net profit rate net profit
% BD % BD
US dollars 0.25 506,153 (0.25) (506,153)
Bahraini dinars 0.25 1,656,026 (0.25) (1,656,026)
In addition to profit rate bearing financing contracts considered in ariving at the effect on net profits, the assets
under conversion includes BD 81,088,000 of financial assets and BD 120,001,000 of financial liabilities which
are interest bearing. The Group is in the process of converting these into Shari’a compliant contracts. If all the
interest bearing assets and liabilities were converted into Shari’a complaint contract on 1 January 2010, the
change in profit rate by 0.25% would result in a profit or loss of BD 97,283.
Substantial portion of the Group’s assets and liabilities are denominated in Bahrain dinars or US dollars. The
Group had the following significant net long positions in foreign currencies as of 31 December:
2009 2008
BD BD
84 AL SALAM BANK-BAHRAIN
21 MARKET RISK (continued)
The effect on income solely due to reasonably possible immediate and sustained changes in exchange rates is
as follows:
2009
Change in Effect on Change in Effect on
rate net profit rate net profit
% BD % BD
US dollars to Bahraini dinars 1 104,025 (1) (104,025)
Saudi Riyals to Bahraini dinars 1 558,019 (1) (558,019)
2008
Change in Effect on Change in Effect on
Saudi Riyals to Bahraini dinar rate net profit rate net profit
% BD % BD
US dollars to Bahraini dinars 1 170,904 (1) (170,904)
Saudi Riyals to Bahraini dinars 1 575,532 (1) (575,532)
AL SALAM BANK-BAHRAIN 85
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
22 LIQUIDITY RISK
Liquidity risk is the risk that the Group will be unable to meet its liabilities as they fall due. Liquidity risk
can be caused by market disruptions or credit downgrades which may impact certain sources of funding.
To mitigate this risk, management has diversified funding sources and assets are managed with liquidity in
mind, maintaining an adequate balance of cash, cash equivalents and readily marketable securities. Liquidity
position is monitored on an ongoing basis by the Group’s Asset Liability Committee.
The table below summarises the expected maturity profile of the Group’s assets and liabilities as at 31 December
2009 and 2008:
31 December 2009
Up to 3 months 1 to 5 Over 5
Total
3 months to 1 year years years
BD
BD BD BD BD
ASSETS
Cash and balances with
Central Bank of Bahrain 109,372,202 - 17,367,000 - 126,739,202
Central Bank of Bahrain
Sukuk - 32,907,875 - - 32,907,875
Murabaha receivables from banks 149,303,782 - - - 149,303,782
Corporate Sukuk - - 16,949,546 - 16,949,546
Murabaha and Mudaraba receivables 20,096,505 14,665,487 52,511,833 - 87,273,825
Ijarah Muntahia Bittamleek 7,062,692 10,120,788 22,179,292 6,951,879 46,314,651
Musharaka financing 5,323 15,894 5,363,152 - 5,384,369
Assets under conversion 30,901,000 17,156,000 50,248,000 - 98,305,000
Non-trading investments - - 184,679,822 - 184,679,822
Investment in an associate - - 7,659,055 - 7,659,055
Investment properties - - - 1,177,528 1,177,528
Receivables and prepayments 25,233,471 1,129,996 538,725 - 26,902,192
Premises and equipment - - 2,337,436 - 2,337,436
341,974,975 75,996,040 359,833,861 8,129,407 785,934,283
86 AL SALAM BANK-BAHRAIN
22 LIQUIDITY RISK (continued)
31 December 2008
Up to 3 months 1 to 5 Over 5
Total
3 months to 1 year years years
BD
BD BD BD BD
ASSETS
AL SALAM BANK-BAHRAIN 87
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
The table below summarizes the maturity profile of the Group’s financial liabilities at 31 December, 2009 and
2008 based on contractual undiscounted repayment obligation:
31 December 2009
On Up to 3 months 1 to 5
demand 3 months to 1 year years Total
BD BD BD BD BD
LIABILITIES, UNRESTRICTED INVESTMENT
ACCOUNTS COMMITMENTS AND CONTINGENT LIABILITIES
Murabaha and Wakala payables
- 89,397,722 - - 89,397,722
to banks
Wakala from non-banks - 250,849,368 47,882,064 18,638,153 317,369,585
Customers’ current accounts 32,699,944 - - - 32,699,944
Liabilities under conversion - 87,810,000 14,120,000 18,472,000 120,402,000
Unrestricted investment accounts - 9,409,467 - - 9,409,467
Unutilised financing commitments 13,749,000 - 3,052,062 4,096,635 20,897,697
Unutilised capital commitments - - 3,544,890 2,136,117 5,681,007
Contingent liabilities 19,119,412 538,000 1,503,596 - 21,161,008
Other Liabilities - 9,592,243 435,818 598,975 10,627,036
Profit due on financing contracts - 986,136 2,167,981 2,882,088 6,036,205
31 December 2008
On Up to 3 months 1 to 5
demand 3 months to 1 year years Total
BD BD BD BD BD
LIABILITIES, UNRESTRICTED INVESTMENT
ACCOUNTS AND COMMITMENTS
Murabaha and Wakala payables
- 32,880,685 - - 32,880,685
to banks
Wakala from non-banks - 218,957,897 68,928,893 1,117,980 289,004,770
Customers’ current accounts - 42,985,844 - - 42,985,844
Unrestricted investment accounts - 6,370,219 - - 6,370,219
Unutilised financing commitments - - 2,434,840 - 2,434,840
Unutilised capital commitments - - 777,766 4,249,722 5,027,488
Profit due on financing contracts - - 1,213,866 - 1,213,866
88 AL SALAM BANK-BAHRAIN
23 SEGMENT INFORMATION
For management purposes, the Group is organised into four major business segments:
Banking - principally managing Shari’a compliant profit sharing investment accounts, and offering
Shari’a compliant financing contracts and other Shari’a-compliant products. This segment
comprises corporate banking, retail banking and private banking and wealth management.
Treasury - principally handling Shari’a-compliant money market, trading and treasury services
including short-term commodity Murabaha.
Investments - principally the Banks’ proprietary portfolio and serving clients with a range of investment
products, funds and alternative investments.
Capital - manages the undeployed capital of the bank by investing it in high quality financial
instruments, incurs all expenses in managing such investments and accounts for the
capital governance related expenses.
These segments are the basis on which the Group reports its primary segment information. Transactions between
segments are conducted at estimated market rates on an arm’s length basis. Transfer charges are based on a
pool rate which approximates the cost of funds.
Segment information for the year ended 31 December 2009 was as follows:
31 December 2009
31 December 2008
Banking Treasury Investments Capital Total
BD BD BD BD BD
Operating income 12,358,078 1,363,925 11,360,600 12,518,655 37,601,258
Segment result 8,053,899 131,570 8,111,172 9,246,040 25,542,681
Other information
Segment assets 111,419,675 206,307,380 164,730,985 72,022,518 554,480,558
Segment liabilities, and equity 332,442,317 41,505,053 1,000,000 179,533,188 554,480,558
AL SALAM BANK-BAHRAIN 89
Notes to the Consolidated
Financial Statements (continued)
31 December 2009
The Group primarily operates in the GCC and derives substantially all its operating income and incurs all
operating expenses in the GCC.
24 FIDUCIARY ASSETS
Funds under management at the year-end amounted to BD 60,706,388 (2008: BD 25,000,000). These assets
are held in a fiduciary capacity and are not included in the consolidated statement of financial position.
The Bank’s Shari’a Supervisory Board consists of four Islamic scholars who review the Group’s compliance with
general Shari’a principles and specific fatwa’s, rulings and guidelines issued by the Bank’s Shari’a supervisory
Board. Their review includes examination of evidence relating to the documentation and procedures adopted
by the Group to ensure that its activities are conducted in accordance with Islamic Shari’a principles.
The estimated fair value of the Group’s financial instruments are not significantly different from their carrying
values as at 31 December 2009 and 2008.
As explained in Note 3, the Bank acquired a 90.31% stake in BSB. Effective 28 October 2009, the Bank
established control over the subsidiary. Since the subsidiary is still in the process of being converted into
an Islamic bank, the share of post acquisition net profit of BD 18,965 derived from non-Shari’a compliant
transactions, has been set aside for charity.
In addition to the above, the Bank received income totaling BD 55,724 (2008: BD 2,767) from conventional
financial institutions on current account balances during the year. These funds were held as payable to charity
as they are in the nature of Shari’a prohibited income.
28 SOCIAL RESPONSIBILITY
The Group discharges its social responsibility through charity fund expenditures and donations to the good
faith qard fund which is used for charitable purposes. During the year the Group paid an amount of BD
914,983 (2008: BD 536,084) on account of charitable donations.
90 AL SALAM BANK-BAHRAIN
29 ZAKAH
Pursuant to a resolution of the shareholders in an EGM held on 12 November 2009, it was resolved to amend
the articles of association of the Bank to inform the shareholders of their obligation to pay Zakah on income
and net worth. Consequently, Zakah is not recognized in the consolidated income statement as an expense.
The total Zakah payable by the shareholders for 2009 has been determined by the Shari’a supervisory board
as BD 571,532 or 0.40 fils per share. In 2008, a sum of BD 822,525 was contributed by the Bank with an
obligation of BD 615,249 or 0.51 fils per share payable by the shareholders.
30 CAPITAL ADEQUACY
The adequacy of the Group’s capital is monitored using, primarily, the rules and ratios established by the Basel
Committee on Grouping Supervision and adopted by the Central Bank of Bahrain. The primary objective of
the Group’s capital management is to ensure that it complies with externally imposed capital requirements. The
Group complied in full with all externally imposed capital requirements during the years ended 31 December
2009 and 31 December 2008.
The risk assets ratio calculations, in accordance with the ‘Basel II’ capital adequacy guidelines of the Central
Bank of Bahrain are as follows:
2009 2008
BD BD
AL SALAM BANK-BAHRAIN 91