annual financial statements - Nedbank Group Limited

48
NEDNAMIBIA HOLDINGS LIMItED ANNUAL REPORt 2010
rEPorT OF tHE DIRECtORS
FOR THE YEAR ENDED 31 DEcEmbER 2010
The directors have pleasure in submitting their report together with
the annual financial statements of NedNamibia Holdings Limited
(“the company”) and its subsidiaries (“the Group”) for the year
ended 31 December 2010.
NATUrE oF THE BUSINESS
NedNamibia Holdings is a registered holding company that,
through its subsidiaries, provides a wide range of financial services,
including: corporate and retail banking; property and asset finance;
private banking; micro-lending; insurance and foreign exchange and
securities trading. The Group’s head office is in Windhoek and its
operations are confined to Namibia.
HoLDING CoMPANY
The holding company of NedNamibia Holdings is Nedbank Group
Limited, a South African incorporated company that holds 100% of
the issued ordinary shares, and its ultimate controlling shareholder is
Old mutual plc, incorporated in England and Wales.
The Group structure of NedNamibia Holdings is set out on page 6
of this report.
FINANCIAL rESULTS For THE YEAr
Full details of the financial results are set out on pages 50 to 134 of
these annual financial statements.
SHArE CAPITAL
NedNamibia Holdings has an authorised share capital of
80 000 000 ordinary shares of 25 cents each. The company’s issued
share capital comprises 70 381 644 ordinary shares.
At the annual general meeting, held 25 June 2010, the shareholder
placed the unissued share capital of 9 618 356 ordinary shares under
the control of the directors until the next annual general meeting.
DIVIDENDS
Details of the dividend appear in note 35 to these annual financial
statements.
ACCoUNTING TrEATMENT oF LoANS AND ADVANCES
The accounting treatment of loans and advances disclosed in the
annual financial statements complies with IFRS. The impairment
determined in compliance with the requirements of bID-2
(determinations on the classification of loans and the suspension
of interest on non-performing loans and the provisions for bad and
doubtful debts) issued pursuant to Section 71(3) of the banking
Institutions Act, 1998 as amended, is recorded in the returns to the
bank of Namibia. The excess impairment, determined in compliance
with bID-2 over the impairment determined based on IFRS, is
recorded as a general risk reserve in the annual financial statements.
BoArD oF DIrECTorS AND SECrETArY
The following directors, who retired by rotation in terms of the Articles
of Association, were reappointed as directors on 25 June 2010:
messrs: martin K Shipanga
christopher J Pearce
Heinz m Weilert
During the period under review, and subsequent to year-end, the
following changes occurred to the NedNamibia Holdings board:
messrs Johannes !Gawaxab, Denys Denya and Heinz Weilert resigned
as directors of the company with effect from 28 February 2010,
30 April 2010 and 4 August 2010 respectively. mr Stanley beyers
joined the board on 28 may 2010. The board conveys its appreciation
to the resigning directors for their dedicated services.
The newly appointed director, mr Stanley beyers, retired in terms
of the Articles of Association and was reappointed by the sole
shareholder, Nedbank Group Limited, on 25 June 2010.
The company’s board of Directors currently comprises the following
members:
Frank Theo J (Sc) (chairman) Independent
non-executive
director
beyers Stanley H* Non-executive
director
Hoveka Erastus
(managing director)
Executive
director
Kankondi Sebulon I Independent
non-executive
director
Pearce christopher J* Independent
non-executive
director
Peters Rolf H ** Independent
non-executive
director
Shipanga martin K Independent
non-executive
director
* South African
** German
Appointment
date
11 February
2005
28 may
2010
1 January
2008
11 February
2005
23 march
2000
11 February
2005
1 January
2004