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ANNUAL REPORT Financial Year Ended 31 December 2015 Company Registration No.: 4030200832 CMA License No. 14180-37 CONTENTS Page BOARD OF DIRECTORS 1 DIRECTORS’ REPORT 2 CORPORATE GOVERNANCE STATEMENT 5 Directors Responsibilities of the Board of Directors and its Committees Remuneration & Compensation Declaration on Penalty Imposed by CMA Code of Conduct Results of Audit Review on Internal Control Procedures Directors’ Responsibility Statement Shariah governance SHARIAH SUPERVISORY ANNUAL STATEMENT 14 AUDITED FINANCIAL STATEMENTS 15 Independent Auditors’ Report Balance Sheet Income Statement Cash Flow Statement Statement of Changes in Shareholders’ Equity Notes to the Financial Statements PILLAR 3 DISCLOSURES ANFAAL CAPITAL ANNUAL REPORT 2015 34 BOARD OF DIRECTORS As at 31 December 2015 Name Classification 1. Saud Al Sabhan Chairman, Independent 2. Muzaffar Bin Hisham Member, Non-Executive 3. Alyas Al Meftah Member, Non-Executive 4. Abdulwahhab Al Dahlawi Member, Non-Executive 5. Farid Arshad Masood Member, Non-Executive 6. Mohamad Yasin Abdullah Member, Non-Executive 7. Dr. Abubaker Ali Bagabir Member, Independent 8. Abdul Hamid Sh Mohamed Member, Independent 9. [Vacant]* * Ms Nida Raza has been nominated to the vacant position. Management is in the process of compiling the necessary documents for submission to CMA for approval. ANFAAL CAPITAL ANNUAL REPORT 2015 -1- DIRECTORS’ REPORT In the name of Allah, the Beneficent, the Merciful Dear Esteemed Shareholders, On behalf of the Board of Directors, I hereby share with you the Annual Report and Audited Financial Statement of Anfaal Capital (“Anfaal” or “the Company”) for the year ended 31 December 2015. The year 2015 witnessed the fall of the crude oil price from around 100 USD/bbl in 2014 to as low as 30 USD/bbl at the start of 2016. This price plunge had a negative effect on many countries that depended on oil as their major source of revenue. Many oil producing countries have announced measures such as budget calibration, prudent spending and subsidy cuts in trying to weather this oil price crash. 2015 also saw a significant appreciation of the US Dollars against most currencies around the world. Major stock markets around the world fell as investors became nervous with facing the current bearish market conditions. China market conditions is facing uncertainty and may even lead to a full blown crisis. Anfaal was not immune to the ongoing uncertainties in the global market in 2015. Our second investment banking department deal from China had to be aborted when China stock market nose-dived sometime in mid2015. Even certain investment banking deals around the Gulf was postponed or was dropped. At Anfaal, we recognized the market challenges that we have to face in the coming year. However, we feel that the Saudi market conditions are still the strongest in the region and among the Gulf countries. We are in the opinion that Saudi Arabia is the right place to be and it is just a matter of producing the right products that appeal and gives appropriate returns to investors with the current risk appetite. Furthermore, Anfaal recognizes that opportunities for new deals are still in abundance and we are diligently reaching out to the market locally and globally in sourcing these deals. During the year, Anfaal successfully obtained the Dealing as Principal license from Saudi Capital Markets Authority (CMA). This has added to Anfaal current licenses of Managing, Custody, Advising and Arranging of securities. Towards the end of 2015, Anfaal has also successfully launched a new unique Shariah Compliant liquidity management product called Maysarah Money Market Fund (Maysarah). Through Maysarah, Anfaal aims to offer to its investors stable growth, diversification, minimised risk exposure with the objective of outperforming USD fixed deposit products. Currently, Anfaal is aggressively promoting Maysarah to investors and we hope that by end of 2016, we would be able to attract approximately USD 100 million into Maysarah. In December 2015, Anfaal has completed the process to increase its share capital from SAR 50,000,000 to SAR 61,499,950 by converting our subordinated debt and shareholder funding account to ordinary shares. Total revenue for 2015 was SAR 11.4 million (2014: SAR 12.9 million), mainly from AlFareeda Residential Fund (ARF). ARF’s 4 year term is expiring in November 2016. We acknowledged this and have been developing new funds that will replace ARF which could give stable and consistent fees. Maysarah is an example of the new fund that we have developed and more projects are in the pipeline. Net loss for the year before zakat was SAR 4.5 million (2014: SAR 0.7 million). This is mainly due to higher costs of doing business, bad debt provisioning and lower than anticipated revenues amid challenging environment. As a continuation to last year, we are pleased to publish the ‘Pillar 3 Disclosure’ report at the last section of this Annual Report. The ‘Pillar 3 Disclosure’ is for the market participants to assess the key pieces of information on the scope of application, capital, risk exposures, risk assessment processes and capital adequacy of the Company. The Pillar 3 Disclosure comprises both qualitative and quantitative information. ANFAAL CAPITAL ANNUAL REPORT 2015 -2- Key Business Activities Investment Banking (IB) IB, through our Corporate Finance Department, is focused on arranging and advising innovative funding solutions to its clients within the spheres of both Islamic equity and debt markets. The range of services offered include: general financial advisory, merger and acquisition, arranging sukuk and arranging debt and equity syndications locally and internationally. Asset Management (AM) Our Asset Management Department offers fund type solutions to institutions and individuals seeking sharia compliant products based on their investment goals and objectives. Currently, apart from having extensive expertise in real estate development, Money Market Fund is a newly launched product by AM that offers stable returns to investors who are seeking investment opportunities in the money market. AM also offers customized Discretionary Portfolio Management (DPM) services for institutional and high networth investors seeking discretionary portfolio management services. Operating Results Financial year ending 31 December 2013 2014 2015 (SAR, unless stated otherwise) Change Y-o-Y Total Revenues 13,769,831 12,725,000 11,066,466 -13% Total Expenses 10,881,251 13,563,476 15,993,021 18% Profit/(Loss) from Operations 2,888,580 -838,476 -4,926,555 488% Net Profit/(Loss) for the year 4,069,386 -657,415 -4,481,700 582% 0.81 -0.13 -0.89 575% Earnings/(Loss) per Share Investment Return & Productivity Measures Both return on investment yardstick – Return on Equity and Return on Capital Employed – are in the negative in 2015 as compared to the previous year due the reasons mentioned in the previous section. The higher employee remuneration and coupled with lower revenue in 2015 have caused productivity measurements to deteriorate as compared to the previous year. Financial year ending 31 December 2013 2014 2015 (SAR, unless otherwise stated) Net Profit/(Loss) after Zakat & Tax Change Y-o-Y 3,260,427 -1,289,180 -4,731,590 267% Share Capital 50,000,000 50,000,000 61,499,950 23% Sub Debt SAR 10 mil 10,000,000 10,000,000 0 -100% 1,499,950 1,499,950 0 -100% Total Capital Employed 61,499,950 61,499,950 61,499,950 0% Total Shareholders’ Equity 35,171,206 33,882,026 39,186,557 16% Return on Equity (ROE) 9.7% -3.7% -13% 247% Return on Capital Employed (ROCE) 5.1% -2.1% -7.7% 283% Shareholders Funding Account ANFAAL CAPITAL ANNUAL REPORT 2015 -3- CORPORATE GOVERNANCE STATEMENT The Board of Anfaal fully appreciates the importance of adopting high standards of corporate governance within the Company in order to safeguard stakeholders’ interests as well as enhancing shareholders’ value. The Board views corporate governance to be synonymous with four key concepts namely; transparency, accountability, integrity as well as corporate performance. The Board of Anfaal believes in inculcating a culture that seeks to balance conformance requirements with the need to deliver long-term strategic success through performance, predicated on entrepreneurship, control and ownership, without compromising personal or corporate ethics and integrity. As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form. The Board is pleased to provide a narrative statement on the application with corporate governance principles and best practices. Corporate Governance Requirements Resolution No. 3-4-2011 dated 23 Jan 2011 1. Restructure the Board of Directors of the Authorized Person to include independent members not fewer than two, or, onethird of the members of the Board, whichever is greater 2. Issuing an Annual Report that includes: Compliance Commitment Level Non Committed Semi Committed Fully Committed (a) Description of key business activities, plans and key decisions such as restructuring, expansion or suspension of operations; (b) Financial results of the Authorized Person and comments from the external auditors, if any; (c) Names of companies which the Board Member is a director, formation and composition of the Board of Directors and the classification of its members; (d) Brief description of the terms of reference of the Board Committees, its functions with the names of the chairman and members, and the number of meetings held; (e) Details of remuneration and compensation paid by the Authorized Person to the Board Members and 5 senior executives in the Company who received the highest total remuneration in addition to the CEO and the CFO; (f) Any penalty, sanction or reserve restriction imposed on the Company by the CMA or any other supervisory, judiciary or regulatory authorities or in other jurisdictions; and (g) The results of the annual audit review of the effectiveness of internal control procedures of the company. 3. Authorized Person to send a copy of Annual Report to CMA during the first quarter of the year following the fiscal year 4. Authorized Persons should establish the governance structure necessary to develop a code of conduct of corporate governance to include the following: (a) Define procedures and restrictions for the membership of the Board of Directors of the Authorized Person and the responsibilities and basic functions; (b) Define the authorities of the Board of Directors and the executive management; ANFAAL CAPITAL ANNUAL REPORT 2015 -5- (c) Develop the code of conduct for the employees of the Authorized Person; and (d) The formation of oversight committees. A. DIRECTORS THE BOARD The Board plays a pivotal role in the stewardship of the Company’s direction and operations, including enhancing long-term shareholders’ value. In order to fulfil this role, the Board is explicitly responsible for reviewing and adopting a strategic plan for business performance; overseeing the proper conduct of the Company’s business; identifying principal risks and ensuring the implementation of systems to manage risks and succession planning. Whilst the Board is responsible for creating the framework and policies within which the Company should be operating, Management is responsible for instituting compliance with laws, regulations, rules, directives and guidelines, including the achievement of the Company’s corporate objectives. This demarcation of roles both complements and reinforces the supervisory role of the Board. The Board has a formal schedule of matters specifically reserved to it for decision. Such matters include the overall Company strategy and direction, investment policy, approval for major capital expenditure, consideration of significant financial matters and monitoring the financial and operating performance of the Company. This arrangement enables the direction and control of the Company to be firmly in the Board’s hand. FORMATION OF THE CURRENT BOARD The Board currently has nine (9) members, comprising three (3) Independent Non-Executive Directors and six (6) Non-Independent Non-Executive Directors including one (1) vacant position. The new term of the Board of Directors started on 24 March 2015 for a 3 years period to 23 March 2018. The new term replaces the Founding Director of Anfaal five years term which expired on 23 March 2015. Out of the nine (9) incumbent Directors, only one (1) Director had stated the intention not to renew his term as a Board Member. Ms Nida Raza has been nominated to take up the vacant seat and management is currently compiling all the required documents for submission to CMA for the approval of her appointment. The Board ordinarily meets at least four (4) times a year with additional meetings convened when urgent and important decisions need to be taken between the scheduled meetings. Due notice is given of scheduled meetings and matters to be dealt with. The agenda for each Board meeting and papers relating to the agenda items are disseminated to all Directors at least seven (7) days before the meeting, in order to provide sufficient time for the Directors to review the Board papers and seek clarification, if any. All proceedings from the Board meetings are minuted and signed by the Chairman of the meeting and all Directors. ANFAAL CAPITAL ANNUAL REPORT 2015 -6- MEMBERSHIP OF THE BOARD, NUMBER OF MEETINGS HELD IN 2015 AND ATTENDANCE RECORD Name of Director Position Membership Classification Attendance Record 16.02.2015 Meeting 18.05.2015 Meeting 15.09.2015 Meeting 08.12.2015 Meeting Chairman, Independent 4/4 Current Members (1) 1 Saud Al Sabhan 2 Muzaffar Bin Hisham Non-Executive 3/4 -- 3 Alyas Al Meftah Non-Executive 3/4 -- 4 Abdulwahhab Al Dahlawi Non-Executive 2/4 -- -- 5 Farid Arshad Masood Non-Executive 4/4 6 Mohamad Yasin Abdullah Non-Executive 4/4 7 Dr. Abubaker Ali Bagabir Independent 4/4 8 Abdul Hamid Sh Mohamed Independent 4/4 9 [Vacant] Non-Executive 1/1 na na na (2) (3) Resigned 1 Khalid Al Aboodi (4) Note: (1) Appointment as Chairman accepted by CMA via Circular dated 31.12.2015 (2) Resigned subsequent to financial year end. Resignation approved by CMA via Circular dated 1.2.2016 (3) Ms Nida Raza has been nominated to replace Mr Khalid Al Aboodi during 15.09.2015 BODM. Management is in the process of compiling the necessary documents for submission to CMA for approval. (4) Decline to renew term upon expiry on 23.3.2015. None of the members of the Board hold an executive position in the Company. None of the members of the Board have any interest (whether directly or indirectly) in the Company’s business and contracts. None of the members of the Board participated in any activity which may likely compete with the activities of the Company, or trade in any branch of the activities carried out by the Company. Anfaal does not grant cash loan whatsoever to any of its Board members or render guarantee in respect of any loan entered into by a Board member with third parties, excluding banks and other fiduciary companies. Non-executive members of the Board are persons of calibre, credibility and have the necessary skill and experience to bring an independent judgement to bear on the issues of strategy, performance and resources; including key appointments and standards of conduct. The Chairman of the Board is an independent nonexecutive director and does not hold any position, executive or otherwise, within the controlling shareholders of the Company. The next table highlights the directorships held by members of the Board in other Joint Stock Companies, Public Companies and Financial Institutions. ANFAAL CAPITAL ANNUAL REPORT 2015 -7- BOARD OF DIRECTORS’ MEMBERSHIP IN OTHER JOINT STOCK AND PUBLIC COMPANIES No Name of Company Country of Incorporation Classification of Directorship Executive Non-Executive Name : Saud Al Sabhan (Chairman) 1 Future Ceramics Company Saudi Arabia 2 Umm Al Qura Cement Company Saudi Arabia Independent Name : Abdul Hamid Sh Mohamed 1 Symphony House Berhad Malaysia 2 SILK Holdings Berhad Malaysia 3 MMC Corporation Berhad Malaysia 4 SCOMI Group Berhad Malaysia 5 POS Malaysia Berhad Malaysia BOARD COMMITTEES The Board has delegated certain responsibilities to the following Board Committees: Board Committees Key Functions Audit, Risk and Compliance Committee Audit Committee Compliance Committee Risk Committee Executive Committee Executive Committee Nomination and Remuneration Committee Investment Committee The Committees are required to report to the Board on all their deliberations and recommendations and such reports are incorporated in the minutes of the Board meeting. SUPPLY OF INFORMATION The Chairman undertakes primary responsibility for organising information necessary for the Board to deal with the agenda and in ensuring that all Directors have full and timely access to the information relevant to matters that will be deliberated at the Board meeting. The Board is supplied with a comprehensive balance of financial and non-financial information covering strategic, operational, financial, regulatory and marketing and human resources issues for informed decision making and effective discharge of its responsibilities. The Board Committees play a pivotal role in channelling pertinent operational and assurance related issues to the Board. The Committees partly function as a filter to ensure that only pertinent matters are tabled at the Board level. All Directors have full and immediate access to information relating to the Company’s business and affairs in the discharge of their duties. If the Board is required to take professional advice, in furtherance of their duties, it would be at the Company’s expense. ANFAAL CAPITAL ANNUAL REPORT 2015 -8- B. RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND ITS COMMITTEES BOARD OF DIRECTORS The Board of Directors of the Company is ultimately responsible for the stewardship of the Company. It does not actively manage but rather oversees the day-to-day management delegated to the CEO and the other officers of the Company. The principal responsibilities and functions of the Board, among others, is the following: 1. 2. 3. 4. 5. 6. Reviewing, approving and supervising the adoption of the strategic plans of the Company; Reviewing the adequacy and integrity of the Company’s internal control systems including systems for compliance with applicable laws and regulations and the supervision of it; Drafting a Corporate Governance Code for the Company, supervising and monitoring in general the effectiveness of the code and amending it whenever necessary; Laying down specific and explicit policies, standards and procedures, for the membership of the Board of Directors and implementing them after they have been approved by the General Assembly; Outlining a written policy that regulates the relationship with stakeholders with a view to protecting their respective rights; and Deciding policies and procedures to ensure the Company’s compliance with the laws and regulations and the Company’s obligation to disclose material information to shareholders, creditors and other stakeholders. Without prejudice to the competences of the General Assembly, the company’s Board of Directors shall assume all the necessary powers for the Company’s management. The Board may set up Board Committees or delegate some of its powers to a third party; however, the ultimate responsibility for the Company will still rest with the Board of Directors. EXECUTIVE COMMITTEE (EXCOM) The Executive Committee (EXCOM) is a combination of three committees; i.e. Executive Committee, Investment Committee and Nomination & Remuneration Committee. It is constituted as a permanent committee of the Board of Anfaal Capital. The EXCOM oversees that the Business, Investment & Financial, and the Operational performances of the Company are in accordance with the approved strategic business plan and budget, and recommends changes to the Board as appropriate. The EXCOM periodically reviews and provides views on the overall strategic business direction of the company; the financial and business performance of the company; and provides necessary advice thereto and where necessary; and advises the management on the day-to-day management activities of the company to ensure that the business of the Company is operating effectively for the long term creation of value for shareholders through financial and non-financial means. Also, the EXCOM reviews and appraises performance of the investment portfolios and the investment managers and other investment professionals regularly, to ensure adherence to policy guidelines and to monitor progress towards achieving investment objectives. Where and when applicable, the committee also reviews and approves management’s suggested investment strategy for the Company’s own account and any underwriting exposure, including asset allocation, risk profile, exit strategy, investment horizon and other relevant considerations. ANFAAL CAPITAL ANNUAL REPORT 2015 -9- The scope of the EXCOM also covers that of a nomination and remuneration committee. EXCOM is responsible to develop the strategies and policies related to staff recruitment, reward, retention, motivation and career development. The EXCOM is chaired by a non-executive member of the Board and all of the members of the committee are solely responsible to the Board of Directors. The EXCOM consists of at least three (3) members appointed by the Board, two (2) of which are members of the Board, or, representatives of the members of the Board. The Board appoints one (1) of the Board members of the EXCOM to serve as its chairman and the chairman shall generally lead the direction of the EXCOM. The Board shall have the authority at any time to change the composition of the committee and to fill EXCOM vacancies. The EXCOM’s recommendations and actions shall be reported to the Board. The EXCOM held three (3) meetings throughout the financial year ended 31 December 2015. The EXCOM Chairman may request any other member of management or other outside party to attend meetings and provide relevant information on the issues to be deliberated at the committee meetings. MEMBERSHIP OF EXCOM, NUMBER OF MEETINGS HELD IN 2015 AND ATTENDANCE RECORD Name of Member Position Membership Status 16.02.2015 18.05.2015 10.09.2015 Farid Masood Chairman Board Member 3/3 Abdulwahhab Dahlawi Member Board Member 2/3 -- Mohamad Yasin Abdullah Member Board Member 3/3 Saud Al Sabhan Member Board Member 3/3 Attendance Record AUDIT, RISK & COMPLIANCE COMMITTEE (ARCO) Audit, Risk and Compliance Committee or ARCO is a combination of the three committees; ie. Audit Committee, Risk Committee and Compliance Committee. It is constituted as a permanent committee of the Board of Anfaal Capital. The ARCO scope of responsibility covers the following: reviewing the Company’s financial reporting process to ensure accuracy and sufficient disclosure; developing and maintaining programs that protect from unanticipated loss by providing systematic risk analysis and developing techniques to reduce potential exposure to loss; minimizing legal or regulatory risks and to demonstrate the Company’s commitment to follow all laws and regulations and to maintain the highest ethical standards. The ARCO consists of at least three (3) members. The members are appointed by the Board. Members of the ARCO must have at least a Director who has significant financial and business experience. The majority of the members of the ARCO shall be independent from the management and shall meet the requirements of the applicable law, rules and regulations. The Board appoints a member of the committee who is not from the management to serve as its chairman, who shall generally lead the direction of the ARCO. The Board shall have the authority at any time to change ANFAAL CAPITAL ANNUAL REPORT 2015 - 10 - the membership of the ARCO and to fill vacancies on the Committee. The Committee’s recommendations and actions shall be reported to the Board. The ARCO shall meet at least four times in a calendar year to carry out its responsibilities. The Committee held four (4) meetings throughout the financial year ended 31 December 2015. Meetings may be called by the Chairman of the ARCO and the Chairman may request any other member of management or other outside party to attend meetings and provide relevant information on the issues to be deliberated at the meeting. MEMBERSHIP OF ARCO, NUMBER OF MEETINGS HELD IN 2015 AND ATTENDANCE RECORD Abubaker Bagabir Member Board Member Abdul Hamid Sh Mohamad Member Board Member Ayman Bitar Member Board Representative 07.12.2015 Board Member 14.09.2015 Alyas Al Meftah Chairman Attendance Record 12.05.2015 Membership Status 11.02.2015 Name of Member Position 4/4 -- 4/4 4/4 3/4 C. REMUNERATION & COMPENSATION BOARD OF DIRECTORS With effect from the second half of 2015, a fixed sum of SAR 50,000 per year for each Director spread over the number of meetings in a calendar year. The allowance is payable to a Director that attends the meeting either physically or via telephone conference call. However, for Non-Independent Directors an affirmative approval during a properly convened shareholders’ General Assembly with sufficient quorum is required before any payment shall be made. No remunerations have been paid to Board Members for the financial year 2015, save the meeting allowance and reimbursed expenses as disclosed in the following table. TOTAL ANNUAL COMPENSATION PAID FOR FIVE TOP EXECUTIVES INCLUDING CEO AND HEAD OF FINANCE DURING THE FINANCIAL YEAR The total annual compensation paid for the five top executives including the CEO and the Head of Finance during the financial year are also disclosed the following table: Description Salaries and compensation Allowances ** Discretionary Bonus * Motivational plans Any compensation and other benefits in kind paid on a monthly or yearly basis Total Payment Five senior executives including the CEO and CFO Non-Executive and Independent Directors SAR 3,812,280 -SAR 234,300 -- -SAR 264,135 --- -- -- SAR 4,046,580 SAR 264,135 Note: * Bonus paid in 2015 is in relation to the 2014 financial year; ** including reimbursed expenses claims ANFAAL CAPITAL ANNUAL REPORT 2015 - 11 - D. PUNISHMENT OR PENALTY IMPOSED BY THE CMA OR ANY OTHER SUPERVISORY, JUDICIAL OR REGULATORY AUTHORITY IN SAUDI ARABIA OR IN OTHER JURISDICTIONS The Company has not been imposed any penalty or any punishment by the Capital Market Authority or any other supervisory, judicial or regulatory authority in Saudi Arabia or in other jurisdictions. E. CODE OF CONDUCT Anfaal’s present Code of Conduct (the “Code”) is a statement of Anfaal’s values and ethical standards and provides the framework for maintaining the highest possible standards of professional conduct. It embodies not only legal and regulatory requirements, but also the values and ethical standards and Sharia rules to which Anfaal requires all staff and Directors to adhere. The foundation of the Code consist of the following basic standards of business and personal conduct: Honesty and candor in all activities, including observance of the spirit as well the letter of the law; Avoidance of conflict of interest or even the appearance of conflict of interest between personal interest and the interests of the Company; Respect and maintain confidential information obtained in the course of the business; Maintain reputation and avoid activities which may reflect adversely on Anfaal. All staff and Directors shall: Act with integrity, competence, dignity and in an ethical manner when dealing with the public, clients, prospects, employers, employees and fellow members of the profession; Practice and encourage others to practice in a professional and ethical manner that will reflect credit on colleagues and their profession; Strive to maintain and improve their competence and competence of others in the profession; Use reasonable care and exercise independent professional judgement. The Code is accessible by all of Anfaal’s staff. The Code will be distributed to each employee and Director in booklet form. The Code will be reviewed annually and if required, updates will be made to the Code. F. THE RESULTS OF THE ANNUAL AUDIT REVIEW OF THE ADEQUACY AND EFFECTIVENESS OF INTERNAL CONTROL PROCEDURES OF THE COMPANY The Board is responsible for internal control in Anfaal Capital and for reviewing the adequacy and integrity of the control system, and its effectiveness. The Board ensures that the Company has appropriate policies and procedures, financial authority limits, a risk management system, as well as internal audit generally designed for safeguarding the shareholders’ investment and the Company’s assets against unauthorized use; for maintaining proper accounting records; and for the reliability and usefulness of financial information used within the business or for publication. The Board reviews the adequacy and effectiveness of the system of internal controls through the Audit Committee which oversees the work of the internal auditors and comments made by the external auditors in their management letter and internal audit reports. During 2015, a follow up review on the findings from the internal audit work performed by KPMG in 2014 was done internally to check on the progress whether the internal audit issues found by the internal auditor have been properly resolved. The findings have been presented to ARCO over the course of 2015 and subsequently reported to the Board. ANFAAL CAPITAL ANNUAL REPORT 2015 - 12 - G. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure; That the financial statement has been prepared correctly in accordance with recognized accounting standards and in accordance with the Company’s circumstances in conformity with the Company’s regulations and the Company’s Articles of Association. Also the internal control system has been prepared on sound principles which were effectively implemented and there is no reasonable doubt regarding the Company’s capability to carry out its activities; That the external auditor has given an unqualified opinion on the financial statements; and That the annual accounts have been prepared on a going concern basis. The audited financial statements for the year ended 31 December 2015 begins from page 15 and the independent auditors’ report are on page 16. H. SHARIAH GOVERNANCE The Board is aware of the importance of giving comfort to the shareholders and the public that all the business practices and activities of Anfaal are in compliance with the Sharia at all times. The existence of non-Sharia compliant element would not just affect the confidence of the shareholders and the public towards Anfaal, but would also ruin the reputation of Anfaal in the market. The Board is of the opinion that appropriate mechanism must be in place to ensure the compliance with the Sharia principles. Therefore, the Board has decided to have a supervisory body to ensure that Anfaal adhere to the Sharia principles and remain at all times Sharia compliant in all its business deals and activities. Anfaal has engaged Shariyah Review Bureau W.L.L. (“SRB”), incorporated under the laws of the Kingdom of Bahrain with Commercial Registration No. 56329 and licensed by the Central Bank of Bahrain under License No ANC/008, to perform the role of Sharia Advisor. SRB scope of engagement was to provide Sharia consultation, advisory and Sharia audit services to Anfaal. ANFAAL CAPITAL ANNUAL REPORT 2015 - 13 - SHARIAH SUPERVISORY ANNUAL STATEMENT This annual statement reflects the compliance of Anfaal Capital with the Shariah principles and guidelines. ANFAAL CAPITAL ANNUAL REPORT 2015 - 14 - ANFAAL CAPITAL (A Closed Joint Stock Company) FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2015 AND INDEPENDENT AUDITORS' REPORT ANFAAL CAPITAL ANNUAL REPORT 2015 - 15 - ANFAAL CAPITAL ANNUAL REPORT 2015 - 16 - ANFAAL CAPITAL (A Closed Joint Stock Company) Balance sheet ANFAAL CAPITAL ANNUAL REPORT 2015 - 17 - (All amounts in Saudi Riyals unless otherwise stated) Note Assets Current assets Cash and cash equivalents Accounts receivable Short-term investments (murabaha investments) Investment - held for trading Prepayments and other receivables Non-current assets Available-for-sale investment Property and equipment Intangible assets (software) 4 5 15 6 7 8 9 Total assets Liabilities Current liabilities Subordinated loans Accounts payable Accrued and other liabilities Zakat and income tax payable Non-current liabilities Employee termination benefits 15 10 11 12 Total liabilities Shareholders’ equity Share capital Shareholders’ funding account Fair value reserve Accumulated losses Total shareholders’ equity 13 15 7 Total liabilities and shareholders’ equity Commitments As at December 31, 2015 2014 15,660,269 5,545,206 445,725 38,196 885,868 22,575,264 27,800,617 16,590,067 1,351,299 45,741,983 19,127,300 963,494 50,934 20,141,728 1,159,347 4,093 1,163,440 42,716,992 46,905,423 52,228 1,925,986 487,104 2,465,318 10,000,000 94,271 1,250,881 868,979 12,214,131 1,065,117 809,266 3,530,435 13,023,397 61,499,950 36,121 (22,349,514) 39,186,557 50,000,000 1,499,950 (17,617,924) 33,882,026 42,716,992 46,905,423 21 The notes on pages 21 to 32 form an integral part of these financial statements. ANFAAL CAPITAL ANNUAL REPORT 2015 - 18 - ANFAAL CAPITAL (A Closed Joint Stock Company) Income statement (All amounts in Saudi Riyals unless otherwise stated) Year ended December 31, 2015 2014 Note Revenues Management and other related fees Arrangement fee and advisory services Total revenues Expenses Salaries and other benefits Rent Professional and consultant fees Travel Depreciation and amortization Provision for doubtful debts Other expenses Total expenses 15 21 15 8, 9 5, 6 16 10,364,305 567,730 2,740,647 682,348 321,541 534,109 782,341 15,993,021 9,514,462 476,667 1,725,363 700,593 275,240 871,151 13,563,476 319,719 53,822 71,314 15 Net loss for the year Loss per share: From operating loss From net loss 11,000,000 1,725,000 12,725,000 (4,926,555) Loss from operations Other income Investment income Financial income Other 11,006,466 60,000 11,066,466 (4,481,700) (838,476) 181,061 (657,415) 18 (0.80) (0.73) (0.14) (0.11) The notes on pages 21 to 32 form an integral part of these financial statements. ANFAAL CAPITAL ANNUAL REPORT 2015 - 19 - ANFAAL CAPITAL (A Closed Joint Stock Company) Cash flow statement (All amounts in Saudi Riyals unless otherwise stated) Year ended December 31, 2015 2014 Note Cash flow from operating activities Net loss for the year Adjustments for non-cash items Provision for doubtful debts Depreciation and amortization Employee termination benefits provision Accrued income on short-term investment Management fee earned in form of units of a fund Changes in working capital Accounts receivable Prepayments and other receivables Accounts payable Accrued and other liabilities Employee termination benefits paid Net cash generated from / (utilized in) operating activities Cash flow from investing activities Available-for-sale investment Short-term investment Accrued income on short-term investment Investment - held for trading Purchase of property and equipment Additions to intangible assets Net cash (utilized in) / generated from investing activities Cash flow from financing activity Zakat and income tax paid Cash utilized in financing activity Net change in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Supplementary information for non-cash transactions Subordinated loan converted to share capital Shareholders’ funding account converted to share capital Unrealized gain on available-for-sale investment Zakat and income tax charged to shareholders’ equity accounts (4,481,700) 534,109 321,541 368,554 (26,598) (6,460) 5, 6 8, 9 12 7 12 7 8 9 13, 15 13, 15 7 275,240 362,410 - 10,982,361 20,420 (42,043) 675,105 (112,703) 8,232,586 (11,417,371) (507,970) (18,701) 448,975 (50,000) (11,564,832) (19,084,719) (445,725) (38,196) (105,729) (66,800) (19,741,169) 30,000,000 1,099,268 (128,732) (4,210) 30,966,326 (631,765) (631,765) (808,294) (808,294) 11 4 (657,415) (12,140,348) 27,800,617 15,660,269 18,593,200 9,207,417 27,800,617 10,000,000 1,499,950 36,121 - 249,890 631,765 11 The notes on pages 21 to 32 form an integral part of these financial statements. ANFAAL CAPITAL ANNUAL REPORT 2015 - 20 - ANFAAL CAPITAL (A Closed Joint Stock Company) Statement of changes in shareholders’ equity (All amounts in Saudi Riyals unless otherwise stated) Saudi shareholders Foreign shareholder Total 32,415,010 17,584,990 50,000,000 6,400,000 3,600,000 10,000,000 959,950 39,774,960 540,000 21,724,990 1,499,950 61,499,950 959,950 540,000 1,499,950 15 (959,950) - (540,000) - (1,499,950) - 7 23,361 23,361 12,760 12,760 Note Share capital January 1, 2014 and December 31, 2014 Conversion of subordinated loans to share capital Conversion of shareholders' funding account to share capital December 31, 2015 Shareholders’ funding account January 1, 2014 and December 31, 2014 Conversion of shareholders' funding account to share capital December 31, 2015 Fair value reserve January 1, 2014 and December 31, 2014 Unrealized gain during the year December 31, 2015 Accumulated losses January 1, 2014 Net loss for the year Zakat December 31, 2014 Net loss for the year Zakat 13 36,121 36,121 (14,098,134) (426,202) (631,765) (15,156,101) (2,903,514) (249,890) (18,309,505) (2,230,610) (231,213) (2,461,823) (1,578,186) (4,040,009) (16,328,744) (657,415) (631,765) (17,617,924) (4,481,700) (249,890) (22,349,514) Total shareholders’ equity December 31, 2015 21,488,816 17,697,741 39,186,557 December 31, 2014 18,218,859 15,663,167 33,882,026 December 31, 2015 11.2 11.2 The notes on pages 21 to 32 form an integral part of these financial statements. ANFAAL CAPITAL ANNUAL REPORT 2015 - 21 - 1 General information Anfaal Capital (the "Company") is a Closed Joint Stock Company incorporated on February 24, 2010 through ministerial resolution and commenced its business from the date of ministerial resolution No.122 dated March 23, 2010 announcing the incorporation of the Company. The Company is involved in the business of Managing, Custody, Advising and Arranging of securities. The Company is an Authorized Person by Capital Market Authority (“CMA”) of Saudi Arabia (License No. 09140-36) and the Saudi Arabian General Investment Authority (License No. 112031016038-01). During the year 2014, the Company obtained a conditional approval from CMA to add Dealing as Principal as part of its licensed activities. The Company was in the process of completing all the conditions to get the final license from CMA. During the year 2015, the Company obtained the final license from st CMA. The registered address of the Company is P.O. Box 126575, 1 floor Aster Center, Al Khaldiyah District, Prince Mohammed bin Abdulaziz Road, Jeddah 21352, Kingdom of Saudi Arabia. As explained in Note 3.6 to the financial statements, the Company is a fund manager of Alfareeda Residential Fund (the “Fund”) and majority of the Company's revenue for the years ended December 31, 2015 and 2014 by way of management and other related fees are from the Fund. Accordingly, the Company’s operations currently are largely dependent on the Fund. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. 2.1 Basis of preparation The financial statements have been prepared under the historical cost convention on the accrual basis of accounting, as modified by the revaluation of available-for-sale investment and held for trading investment to fair value and in compliance with accounting standards promulgated by Saudi Organization for Certified Public Accountants. 2.2 Critical accounting estimates and judgments The preparation of financial statements in conformity with generally accepted accounting principles requires the use of certain critical estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. 2.3 Foreign currency translations (a) Reporting currency The financial statements of the Company are presented in Saudi Riyals which is the reporting currency of the Company. (b) Transactions and balances Foreign currency transactions are translated into Saudi Riyals using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Such exchange adjustments were not significant for the years presented. 2.4 Cash and cash equivalents Cash and cash equivalents include cash in hand and with banks and other short-term highly liquid investments with maturities of three months or less from the purchase date. 2.5 Short-term investment Short-term investment represents placements (murabaha investments) with original maturities of more than three months but not more than one year from the purchase date. ANFAAL CAPITAL ANNUAL REPORT 2015 - 22 - 2 Summary of significant accounting policies (continued) 2.6 Accounts receivable Accounts receivable are carried at original invoice amount less provision for doubtful accounts. A provision against doubtful accounts is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Such provisions are charged to income statement. When an account receivable is uncollectible, it is written-off against the provision for doubtful accounts. Any subsequent recoveries of amounts previously written-off are credited in the income statement. 2.7 Investments (a) Available-for-sale investment Available-for-sale investments principally consist of equity investments in certain quoted/unquoted investments. The investments are classified in available-for-sale category when the Company does not have control or significant influence over the investee and the investments are not held for regular sale and purchase. These investments are included in non-current assets unless management intends to sell such investments within twelve months from the balance sheet date. These investments are initially recognized at cost and are subsequently remeasured at fair value at each reporting date as follows: (i) (ii) (iii) Fair values of quoted securities are based on available market prices at the reporting date adjusted for any restriction on the transfer or sale of such investments; and Fair values of unquoted securities are based on a reasonable estimate determined by reference to the current market value of other similar quoted investment securities or is based on the expected discounted cash flows. In the absence of such information and indication of impairment, cost is deemed to be the fair value. Fair value of investment in mutual funds is based on net assets value determined by the Fund Manager. Cumulative adjustments arising from revaluation of these investments are reported as separate component of equity as fair value reserve until the investment is disposed. (b) Held for trading Held for trading investments are initially measured at fair value, with transaction costs directly recognized in the income statement. They are subsequently measured at fair value with changes in fair value directly recognized in the income statement. 2.8 Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is charged to the income statement, using the straight-line method, to allocate the costs of the related assets to their residual values over the following estimated useful lives: Number of years Furniture and fixtures Leasehold improvements Computers and accessories Office equipment 5 7 3 5 Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the income statement. Maintenance and normal repairs which do not materially extend the estimated useful life of an asset are charged to the income statement as and when incurred. Major renewals and improvements, if any, are capitalized and the assets so replaced are retired. 2.9 Intangible assets Intangible assets are carried at cost less accumulated amortization. Expenditure to acquire intangible assets having future benefits is capitalized and amortized using the straight-line method over their useful lives. The Company’s intangible assets comprise of computer software that is amortised over 3 years. ANFAAL CAPITAL ANNUAL REPORT 2015 - 23 - 2 Summary of significant accounting policies (continued) 2.10 Impairment (a) Financial assets An assessment is made at each balance sheet date to determine whether there is objective evidence that a specific financial asset may be impaired. If such evidence exists, any impairment loss is recognized in the income statement. Impairment is determined as follows: (i) (ii) b) For available-for-sale financial assets carried at fair value, other than temporary decline in the fair value below cost less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in the income statement. For assets carried at cost or amortized cost, impairment is the difference between carrying value and the present value of future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. Non-financial assets Non-financial assets (other than goodwill) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill, if any, is tested for impairment annually. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset’s fair value less cost to sell and value in use. For the purpose of assessing impairment, assets are grouped at lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than intangible assets (goodwill) that suffered impairment are reviewed for possible reversal of impairment at each reporting date. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but the increased carrying amount should not exceed the carrying amount that would have been determined, had no impairment loss been recognized for the assets or cash-generating unit in prior years. A reversal of an impairment loss is recognized as income immediately in the income statement. Impairment losses recognized on intangible assets (goodwill) are not reversible. 2.11 Accounts payable and accruals Liabilities are recognized for amounts to be paid for goods and services received, whether or not billed to the Company. 2.12 Provisions Provisions are recognized when; the Company has a present legal or constructive obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. 2.13 Zakat and taxes In accordance with the regulations of the Department of Zakat and Income Tax (“DZIT”), the Company is subject to zakat attributable to the Saudi shareholders and to income taxes attributable to the foreign shareholder. Provisions for zakat and income taxes are charged to the equity accounts of the Saudi and the foreign shareholders, respectively. Additional amounts payable, if any, at the finalization of final assessments are accounted for when such amounts are determined. Deferred income taxes are recognized on all major temporary differences between financial income and taxable income during the period in which such differences arise, and are adjusted when related temporary differences are reversed. Deferred income tax assets on carry forward losses are recognized to the extent that it is probable that future taxable income will be available against which such carry-forward tax losses can be utilized. Deferred income taxes are determined using tax rates which have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax asset arising out of such temporary differences and on carry forward tax losses were not recorded as of December 31, 2015 and 2014 as the recovery of such asset is not probable in the near future. The Company withholds taxes on certain transactions with non-resident parties in the Kingdom of Saudi Arabia as required under Saudi Arabian Income Tax Law. ANFAAL CAPITAL ANNUAL REPORT 2015 - 24 - 2 Summary of significant accounting policies (continued) 2.14 Employee termination benefits Employee termination benefits required by Saudi Labor and Workman Law are accrued by the Company and charged to the income statement. The liability is calculated at the current value of the vested benefits to which the employee is entitled, should the employee leave at the balance sheet date. Termination payments are based on employees’ final salaries and allowances and their cumulative years of service, as stated in the laws of Saudi Arabia. 2.15 Borrowings Borrowings are recognized at the proceeds received, net of transaction costs incurred, if any. Borrowing costs are charged to the income statement. 2.16 Revenues Revenues are recognized on the performance of the service based on the contractual terms. Arrangement and management fee is recognized based on contractual terms and conditions as agreed with counter parties. 2.17 General and administrative expenses General and administrative expenses include direct and indirect costs not specifically part of costs of revenues as required under generally accepted accounting principles. 2.18 Operating leases Rental expenses under operating leases are charged to income statement over the period of the respective lease. 2.19 Segment reporting The Company does not have any business or other geographical segments. Accordingly, the disclosures related to segment reporting are not required. 3 Financial instruments and risk management The Company’s activities expose it to a variety of financial risks: market risk (including currency risk and cash flow interest rate risks and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by senior management under policies approved by the board of directors. The most important types of risk is credit risk. Financial instruments carried on the balance sheet include cash and cash equivalents, short-term investment, accounts receivable, investment - held for trading, accrued income, other receivable, available-for-sale investment, accounts payable, accrued and other liabilities and subordinated loans from shareholders. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. Financial asset and liability are offset and net amounts reported in the financial statements, when the Company has a legally enforceable right to set off the recognized amounts and intends either to settle on a net basis, or to realize the asset and liability simultaneously. 3.1 Currency risk Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company’s transactions are principally in Saudi Riyals and US Dollars. Since Saudi Riyal is pegged with US Dollar, there is no significant currency exchange exposure to the Company. 3.2 Cash flow interest rate risks Cash flow interest rate risk is the exposure to various risks associated with the effect of fluctuations in the prevailing interest rates on the Company’s financial positions and cash flows. The Company’s management monitors such exposures and believes the exposure is not significant to the Company. As of December 31, 2015 the Company is not exposed to cash flow interest rate risk. ANFAAL CAPITAL ANNUAL REPORT 2015 - 25 - 3 Financial instruments and risk management (continued) 3.3 Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Cash is placed with banks with sound credit ratings. Accounts receivable, principally due from related parties are carried net of provision for doubtful accounts. 3.4 Liquidity risk Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at an amount close to its fair value. Liquidity risk is managed by monitoring on a regular basis that sufficient funds are available to meet any future commitments. 3.5 Price risk The risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual instrument or its issuer or factors affecting all instruments traded in the market. The Company is not exposed to any significant equity securities price risk. 3.6 Client risk The Company is a fund manager of Alfareeda Residential Fund (the “Fund”) and majority of the Company's revenue for the years ended December 31, 2015 and 2014 by way of management and other related fees and receivable balances at December 31, 2015 and 2014, are from the Fund. Accordingly, the Company’s operations currently are largely dependent on the Fund. 3.7 Fair value Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm’s length transaction. Management believes that the fair values of the Company’s financial assets and liabilities are not materially different from their carrying values. 4 Cash and cash equivalents 2015 2014 5,660,269 10,000,000 27,800,617 - 15,660,269 27,800,617 Note 2015 2014 15.2 5,607,706 - 16,360,067 230,000 5,607,706 (62,500) 16,590,067 - 5,545,206 16,590,067 2015 2014 62,500 62,500 - Cash at bank Short-term investment (Time deposit) Short-term investment earn profit at prevailing market rates. 5 Accounts receivable Related parties Others Less: provision for doubtful debts Movement in provision for doubtful debts is as follows: January 1 Addition December 31 ANFAAL CAPITAL ANNUAL REPORT 2015 - 26 - 6 Prepayments and other receivables Note Security deposits Prepaid insurance Cost recoverable from funds under incorporation Other prepayments Advances to employees Prepaid rent Accrued income Other receivable 15.2 Less: Provision against cost recoverable from funds under incorporation 7 2015 2014 239,930 110,761 481,609 174,012 199,359 80,667 26,598 44,541 1,357,477 246,180 105,729 481,609 138,746 298,369 80,666 1,351,299 (471,609) 885,868 1,351,299 Available-for-sale investment During October 2015, the Company launched Maysarah Money Market Fund (Fund). The Company is the manager and custodian of the Fund. See also Note 17. The Fund is a Shariah compliant open-ended money market fund. As at December 31, 2015, it represents 100% (2014: Nil) ownership interest in the Fund. The target capitalization of the Fund is US Dollars 100 million (equivalent to Saudi Riyals 375 million). The above capital will be raised by the Company in its capacity as the Fund Manager by issuing units to the new investors. The movement in available-for-sale investment for the year ended December 31 is as follows: 2015 January 1 Addition Unrealised gain recognized Fee earned in form of units December 31 8 19,084,719 36,121 6,460 19,127,300 Property and equipment Cost Furniture and fixtures Leasehold improvements Computers and accessories Office equipment Accumulated depreciation Furniture and fixtures Leasehold improvements Computers and accessories Office equipment January 1, 2015 Additions December 31, 2015 416,242 955,165 1,032,236 45,366 2,449,009 4,500 8,700 82,529 10,000 105,729 420,742 963,865 1,114,765 55,366 2,554,738 (130,803) (216,050) (905,429) (37,380) (1,289,662) 1,159,347 (83,847) (137,281) (74,987) (5,467) (301,582) (214,650) (353,331) (980,416) (42,847) (1,591,244) 963,494 ANFAAL CAPITAL ANNUAL REPORT 2015 - 27 - 8 Property and equipment (continued) Cost Furniture and fixtures Leasehold improvements Computers and accessories Office equipment Accumulated depreciation Furniture and fixtures Leasehold improvements Computers and accessories Office equipment 9 January 1, 2014 Additions 416,242 955,165 903,504 45,366 2,320,277 128,732 128,732 416,242 955,165 1,032,236 45,366 2,449,009 (47,554) (79,598) (861,481) (28,307) (1,016,940) 1,303,337 (83,249) (136,452) (43,948) (9,073) (272,722) (130,803) (216,050) (905,429) (37,380) (1,289,662) 1,159,347 Intangible assets (software) Cost January 1 Additions December 31 Accumulated amortization January 1 Additions December 31 Net book value at December 31 10 2015 2014 410,939 66,800 477,739 406,729 4,210 410,939 (406,846) (19,959) (426,805) 50,934 (404,328) (2,518) (406,846) 4,093 Accrued and other liabilities Note Employee payables Service level agreements Accrued expenses Commission 11 December 31, 2014 15.2 2015 2014 643,423 876,000 406,563 1,925,986 593,946 296,935 360,000 1,250,881 Zakat and income tax matters 11.1 Components of zakat base The significant components of the zakat base of the Company attributable to the Saudi shareholders, which are subject to adjustment under zakat and income tax regulations, are as follows: 2015 2014 Share capital at beginning of the year Increase in share capital Available-for-sale investment Fair value reserve Provisions at beginning of the year less paid Property and equipment, as adjusted Zakat base of the Company Saudi shareholders share of zakat base at 64.67478% Adjusted net loss for the year attributable to Saudi shareholders Subordinated loans from Saudi shareholders Saudi shareholders' funding account Saudi shareholders share in beginning accumulated loss Zakat provision Adjusted zakat base attributable to Saudi shareholders 50,000,000 11,499,950 (19,127,300) 36,121 696,563 (1,112,346) 41,992,988 27,158,873 (2,243,521) (15,156,101) 236,332 9,995,583 50,000,000 496,856 (1,148,394) 49,348,462 31,992,618 (220,176) 6,400,000 959,950 (14,098,134) 236,332 25,270,590 ANFAAL CAPITAL ANNUAL REPORT 2015 - 28 - 11 Zakat and income tax matters (continued) Zakat is payable at 2.5 percent of the zakat base attributable to the Saudi shareholders. Certain adjustments under income tax and zakat regulations are made to arrive at the adjusted net loss for the year. 11.2 Provision for zakat and income taxes Zakat January 1, 2015 Provision Payments December 31, 2015 868,097 249,890 (631,765) 486,222 January 1, 2014 Provision Payments December 31, 2014 891,961 631,765 (655,629) 868,097 Income taxes Total 882 882 868,979 249,890 (631,765) 487,104 153,547 (152,665) 882 1,045,508 631,765 (808,294) 868,979 Income tax is calculated at 20% of the adjusted net income attributable to the foreign shareholder adjusted for carry forward losses to the extent of 25% of adjusted net income attributable to the foreign shareholder. No provision for income tax is made as the Company has adjusted net loss for the year. 11.3 Status of final assessments The Company filed the zakat and tax return for the long period ended December 31, 2011 and for each of the years ended December 31, 2012 to 2015, and obtained the unrestricted zakat and tax certificates. The Company has not received any assessment from DZIT for such period / years. 11.4 Temporary and permanent differences 2015 Net loss for the year Temporary differences: - Provision for doubtful debts - Depreciation - Employee termination benefits Permanent differences: - Repairs and maintenance - Other Adjusted net loss for the year 12 (4,481,700) 534,109 38,001 368,554 59,916 20,000 (3,461,120) 2014 (657,415) (28,105) 312,410 13,060 20,429 (339,621) Employee termination benefits 2015 2014 January 1 809,266 496,856 Provision 368,554 362,410 Payments December 31 (112,703) 1,065,117 (50,000) 809,266 ANFAAL CAPITAL ANNUAL REPORT 2015 - 29 - 13 Share capital The share capital of the Company as of December 31, 2015 was comprised of 6,149,995 (2014: 5,000,000) shares stated at Saudi Riyals 10 per share owned as follows: Shareholder Nationality 2015 2014 Islamic Corporation for the Development of Private Sector (ICD) Maybank Investment Bank Berhad (MIB) Saudi Arabia Malaysia 37.67481% 35.32522% 37.82998% 35.16998% Alnumu Real Estate Company Limited (AREC) Saudi Arabia 0.00003% 0.00004% Mr. Abed Abdulrasool Abdulnabi AlZeera Bahrain 17.99993% 18.00000% Mr. Khalid Mohamed Nasser Al-Aboodi Saudi Arabia 9.00001% 9.00000% 100% 100% During 2015, subordinated loans and shareholders’ funding account totaling to Saudi Riyals 11,499,950 were converted into share capital (see Note 15.2). Legal formalities for such transfers were completed during 2015. 14 Statutory reserve In accordance with the Regulations for Companies in the Kingdom of Saudi Arabia, the Company transfer 10% of the net income for the year to a statutory reserve, after absorbing the accumulated losses, until such reserve equals 50% of its share capital. No transfer has been made to the statutory reserve due to accumulated losses. 15 Related party matters 15.1 Related party transactions Significant transactions with related parties in the ordinary course of business included in the financial statements are summarized below: 2015 2014 Management and other related fees Professional and consultant fees Arrangement fee and advisory services Financial income Investment income 15.2 11,006,466 876,000 319,719 11,000,000 1,062,500 56,436 - Related party balances Significant year end balances arising from transactions with related parties are as follows: (i) Receivable from related parties ICD (for services rendered) Alfareeda Residential Fund Ewaan Global Residential Company (“Ewaan Global”) (ii) 2015 2014 5,545,206 62,500 5,607,706 2,400,000 13,772,567 187,500 16,360,067 2015 2014 287,634 183,975 471,609 287,634 183,975 471,609 Prepayments and other receivables Costs recoverable from funds under incorporation include: Sawari Real Estate Company Ewaan Global ANFAAL CAPITAL ANNUAL REPORT 2015 - 30 - 15 Related party matters (continued) (iii) Subordinated loans from shareholders ICD MIB Mr. Abed Abdulrasool Abdulnabi AlZeera Mr. Khalid Mohamed Nasser Al-Aboodi (iv) 2014 - 3,700,000 3,600,000 1,800,000 900,000 10,000,000 2015 2014 - 555,000 540,000 269,950 135,000 1,499,950 2015 2014 444,000 432,000 876,000 - Shareholders’ funding account ICD MIB Mr. Abed Abdulrasool Abdulnabi AlZeera Mr. Khalid Mohamed Nasser Al-Aboodi (v) 2015 Accrued and other liabilities ICD MIB These are payable for various consultancy services obtained from the shareholders or their affiliated entities during the year. These are included in professional expenses. 16 Other expenses Note Subscription and registration fees Information technology Insurance Utilities Printing and publication Cleaning and refreshments Repairs and maintenance Equipment rent Marketing Miscellaneous 17 2015 2014 288,545 200,932 63,520 63,127 32,683 28,750 13,984 13,197 77,603 782,341 324,035 103,027 60,671 27,842 28,450 9,974 13,374 131,280 172,498 871,151 Assets under management Assets held in trust or in a fiduciary capacity are not treated as assets of the Company and, accordingly, are not included in the Company’s financial statements. a) Alfareeda Residential Fund The assets under management outstanding at the end of the year for a real estate mutual fund amounted to Saudi Riyals 462.7 million (2014: Saudi Riyals 496.4 million) and market value at December 31, 2015 amounted to Saudi Riyals 612.7 million (2014: Saudi Riyals 668.83 million). b) Maysarah Money Market Fund The assets under management outstanding at the end of the year for a money market fund amounted to Saudi Riyals 19.1 million (2014: Nil). ANFAAL CAPITAL ANNUAL REPORT 2015 - 31 - 18 Loss per share Loss per share for the year ended December 31, 2015 have been computed by dividing the operating and net loss by weighted average number of shares outstanding during the year. Loss per share for the year ended December 31, 2014 have been computed by dividing the operating and net loss by 6,149,995 shares to give a retrospective effect of the change in the number of shares which increased as a result of increase in share capital as described in Note 13. 19 Capital base, minimum capital and capital adequacy The Capital Base, Minimum Capital and Capital Adequacy of the Company as per Pillar I of the Prudential Rules are as follows: As at December 31, 2015 2014 Capital Base: 39,099,502 Tier 1 Capital 33,877,933 Tier 2 Capital Total Capital Base 39,099,502 33,877,933 Minimum Capital Requirement: Market Risk Credit Risk Operational Risk Total Minimum Capital Required Capital Adequacy Ratio: 7,000 15,326,000 3,998,255 19,331,255 18,042,000 3,390,869 21,432,869 Total Capital Ratio (time) 2.02 1.6 Tier 1 Capital Ratio (time) 2.02 1.6 19,768,247 12,445,064 Surplus in Capital 20 i) The Capital Base consists of Tier 1 Capital (which includes share capital, Shareholders’ funding account and accumulated losses) as per Article 4 and 5 of the Prudential Rules. The minimum capital requirements for market, credit and operational risk are calculated as per the requirements specified in Part 3 of the Prudential Rules. ii) The Company manages the capital base in the light of Pillar I of the Prudential Rules - the capital base should not be less than minimum capital requirement and company internal capital adequacy assessment process. iii) The Company’s business objectives when managing capital adequacy is to comply with the capital requirements set forth by the CMA to safeguard the Company’s ability to continue as a going concern, and to maintain a strong capital base. Application of authorized persons regulations At December 31, 2015, the Company was not holding any of the clients’ cash accounts. Accordingly, Part Seven "Client Money and Assets", Chapter Two "Client Money Rules" of the Authorized Persons Regulations issued by the Capital Market Authority is not applicable to the Company. ANFAAL CAPITAL ANNUAL REPORT 2015 - 32 - 21 Operating leases The Company has its office space under an operating lease. Rental expense for the year ended December 31, 2015 amounted to Saudi Riyals 567,730 (2014: Saudi Riyals 476,667). Future rental commitments at December 31 are as follows: Years ending December 31: 2015 2016 2017 2018 2019 2020 2021 22 2015 2014 564,667 580,800 580,800 580,800 580,800 96,800 2,984,667 403,333 80,667 484,000 Approval of financial statements The financial statements were authorized for issue by the Company’s Board of Directors on _________, 2016. ANFAAL CAPITAL ANNUAL REPORT 2015 - 33 - PILLAR-3 DISCLOSURE As at 31 December 2015 CONTENTS Page OVERVIEW 34 SPECIFIC DISCLOSURE REQUIREMENT 35 1. SCOPE OF APPLICATION 35 2. CAPITAL STRUCTURE 35 3. 2.1 Overview of Capital Structure 2.2 Disclosure of Capital Base CAPITAL ADEQUACY 36 3.1 Capital Management Strategy 3.2 Overview of ICAAP 4. 3.2.1 Governance and Oversight 3.2.2 Sound Capital Management 3.2.3 Comprehensive Assessment of Risk 3.2.4 Monitoring and Reporting 3.2.5 Internal Control Review RISK MANAGEMENT 40 4.1 Risk Management Framework 4.2 Credit Risk Disclosure 4.2.1 Credit Risk Mitigation 4.2.2 Credit Risk Disclosure and Credit Risk Concentration 4.3 Counterparty Credit Risk (“CCR”) and Off Balance Sheet Disclosure 4.4 Market Risk Disclosure 4.5 Operational Risk Disclosure 4.6 Liquidity Risk Disclosure ANFAAL CAPITAL ANNUAL REPORT 2015 - 34 - OVERVIEW 1 The Pillar-3 Disclosure is the annual market disclosure of information as referred to by the Article 68 of the Prudential Rules (“PR”) to be published by all the Authorised Persons (“AP”) licensed for the Dealing, Managing and or Custody activities. 2 The purpose of Pillar-3 Disclosure is for the market participants to assess the key pieces of information on the scope of application, capital, risk exposures, risk assessment processes, and hence the capital adequacy of the AP. 3 Pillar-3 Disclosure comprises both qualitative and quantitative disclosures. 4 The Pillar-3 Disclosures contained herein relate to the Audited Financial Statement of Anfaal Capital for the year ended 31 December 2015. 5 The information provided herein has been reviewed by the Audit, Risk & Compliance Committee (“ARCO”) of Anfaal Capital, hereafter referred to “Anfaal” or “the Company”, and approved for public disclosure by the Board of Directors (“BOD”) of the Company. ANFAAL CAPITAL ANNUAL REPORT 2015 - 35 - SPECIFIC DISCLOSURE REQUIREMENTS 1. SCOPE OF APPLICATION The Pillar-3 Disclosure is prepared for Anfaal, a Closed Joint Stock Company incorporated on 24 February 2010. Anfaal is an Authorised Person licensed by the Capital Market Authority of Saudi Arabia (License No. 14180-37) and the Saudi Arabian General Investment Authority (License No. 112031016038-01). General information about Anfaal is available in Note 1 to the Audited Financial Statement. Anfaal is not part of a financial group as defined in the Prudential Rules. Hence, the requirement to disclose if there were any current or foreseen material, or, legal impediments to the prompt transfer of capital or repayment of liabilities for AP that is part of a financial group is not applicable. 2. CAPITAL STRUCTURE 2.1 OVERVIEW OF CAPITAL STRUCTURE The capital items and component of Anfaal are disclosed in the Balance Sheet and the accompanying notes to the Audited Financial Statements. 2.2 DISCLOSURE ON CAPITAL BASE The following Table 1 presents the Capital Base of the Company as at 31 December 2015. Table 1: Capital Base SAR '000 Tier-1 Capital Paid-Up Capital Audited Retained Earnings 61,500 (17,618) Share Premium - Reserves (Other Than Revaluation Reserves) - Tier-1 Capital Contribution - Deductions From Tier-1 Capital (4,782) Total Tier-1 Capital 39,100 Tier-2 Capital Subordinated Loans - Cumulative Preference Shares - Revaluation Reserves - Other Deductions From Tier-2 (-) - Deduction To Meet Tier-2 Capital Limit (-) - Total Tier-2 Capital - TOTAL CAPITAL BASE 39,100 ANFAAL CAPITAL ANNUAL REPORT 2015 - 36 - 3. CAPITAL ADEQUACY 3.1 Capital Management Strategy Capital management is an integral part of the decision making processes, in which capital adequacy among others is being considered. Capital management entails evaluation of options and strategies to implement the capital adequacy plan. This would involve evaluating options and proposing initiatives, methodologies, tools and instruments that will achieve the following objectives: a) optimize capital levels b) reduce capital wastages c) minimize cost of capital The Management has put in place a capital management strategy that has been defined by the BOD and planned at the business sectors, taking into account the planned strategies, regulatory capital requirements, internal capital requirements, management actions on capital raising or capital optimization (if applicable), dividend payout strategy (if applicable), Internal Capital Adequacy Assessment Process (“ICAAP”), and stress testing. 3.2 Overview of ICAAP ICAAP describes the process for assessing overall capital adequacy in relation to the Company’s risk profile and business environment, and a strategy for maintaining its internal capital targets. The 5 elements of ICAAP and the processes under each elements are summarized below: Internal Capital Adequacy Assessment Process Governance and Oversight 3.2.1 Sound Capital Assessment Comprehensive Assessment of Risk Monitoring and Reporting Internal Control Review Governance and Oversight a) Board of Directors The Board of Directors of Anfaal is responsible in ensuring that the Company maintains an appropriate level of quality capital for its risk profile and operating environment. b) Audit, Risk and Compliance Committee (“ARCO”) ARCO shall review Anfaal’s ICAAP implementation and reporting, as delegated from the BOD. ANFAAL CAPITAL ANNUAL REPORT 2015 - 37 - c) 3.2.2 The Management of Anfaal The Management is responsible for the development, documentation and effective implementation of ICAAP as approved by the BOD. Sound Capital Assessment In order to do the assessment, Anfaal needs to have a comprehensive Capital Management Strategy which has been briefly described in the previous section. A Capital Management Plan shall be formulated and shall consist of the information below: a) b) c) d) e) f) g) h) i) 3.2.3 Objectives of capital management and planning; Key capital drivers; Regulatory updates on capital related matters; Business plan/capital projection for at least 3 years horizon Projected capital requirement for at least 3 years horizon; Stress testing; Internal capital targets and basis; Results of the latest ICAAP report; and Results of the latest Stress Test report. Comprehensive Assessment of Risk Anfaal’s scope of risk covers the quantifiable risks captured under Pillar 1 (specifically credit risks, market risks and operational risks) and non-quantifiable risks captured under Pillar 2 (such as concentration risks, liquidity risks, reputation risks and business/strategic risks. Furthermore, the risk assessment also covers risk factors external to Anfaal i.e. the risks that may arise from regulatory, economic or business environment and incorporated under business/strategic risks. 3.2.4 Anfaal is only concerned with material risk. Material risk is defined as “risk that would materially impact the financial performance of Anfaal should the risk occur”. The material risks faced by Anfaal are identified through discussion between the Management, Executive Committee (“EXCOM”) and the BOD and compliance reporting to ARCO. Monitoring and Reporting Key assessment results of ICAAP are reported to the EXCOM, ARCO and eventually to the BOD for final approval. The Management of Anfaal shall include the following: a) Communicate the ICAAP effectively throughout the organization; b) All elements of ICAAP are established and functioning effectively, supported by sufficient authorities and resources; c) Capital planning and management policies are integrated into the overall risk management framework; d) Comprehensive assessment of capital adequacy through annual capital planning process with a view to ascertain the appropriate internal capital target; e) Establish method for monitoring ICAAP compliance through regular ICAAP reporting; and f) Strategies, policies and procedures of the ICAAP and internal capital targets are reviewed annually. ANFAAL CAPITAL ANNUAL REPORT 2015 - 38 - 3.2.5 Internal Control Review An independent review on the ICAAP shall be performed annually to ensure the continued effectiveness of the ICAAP. Where required, an external third party maybe engaged to provide an independent review of the ICAAP. The ICAAP shall be revised to incorporate the appropriate adjustment should there be changes on the following: a) Whether the ICAAP is proportionate to the size, nature of business, operating environment and complexity of business; b) Any factors that materially affect the reasonableness and validity of methodologies and assumptions; and c) Robustness of the ICAAP-related risk monitoring. Any new risks that occur in the business of Anfaal should be identified and incorporated into the ICAAP. ANFAAL CAPITAL ANNUAL REPORT 2015 - 39 - Table 2: Minimum Regulatory Capital Requirements for Credit Risk and Market Risks Table below shows Anfaal has met the minimum regulatory capital requirement for the year under review. Exposure before CRM SAR '000 Net Exposures after CRM SAR '000 Risk Weighted Assets SR '000 Capital Requirement SAR '000 - - - - 16,106 16,106 3801 532 Corporates - - - - Retail - - - - Exposure Class 1. CREDIT RISK On-Balance Sheet Exposures Governments and Central Banks Authorised Persons and Banks Investments 24,673 24,673 45,327 6,346 Securitisation - - - - Margin Financing - - - - Other Assets 1,849 1,846 7,594 1,063 42,628 42,628 56,722 8,041 OTC/Credit Derivatives - - - - Repurchase agreements - - - - Securities borrowing/lending - - - - Commitments - - - - Other off-balance sheet exposures - - - - Total On-Balance sheet Exposures Off-Balance Sheet Exposures Total Off-Balance sheet Exposures - - - - Total On and Off-Balance sheet Exposures 42,628 42,628 56,722 8,041 Prohibited Exposure Risk Requirement 19,127 19,127 55,748 7,385 Total Credit Risk Exposures 61,755 61,755 109,468 15,326 Interest rate risks Long Position - Short Position - - Equity price risks 2. MARKET RISK 38 - 7 Risks related to investment funds - - - Securitisation/resecuritisation positions - - - Excess exposure risks - - - Settlement risks and counterparty risks - - - Foreign exchange rate risks - - - Commodities risks. - - - - - 7 Total Market Risk Exposures 3. OPERATIONAL RISK 3,998 Minimum Capital Requirements 19,331 Surplus/(Deficit) in Capital 19,769 TOTAL CAPITAL RATIO (TIME) 2.02 ANFAAL CAPITAL ANNUAL REPORT 2015 - 40 - 4. RISK MANAGEMENT 4.1 Risk Management Framework The key elements of Anfaal’s Risk Management Framework are as follows: a) Risk Governance Anfaal’s BOD is ultimately responsible for the adequacy and effectiveness of risk management and system of internal control. The BOD, through ARCO maintains overall responsibility for risk oversight in Anfaal. ARCO assists the BOD in overseeing the effectiveness of Anfaal’s ICAAP and approving risk policies and framework relating to ICAAP. ARCO also provides an independent assessment on the adequacy and reliability of the risk management processes and system of internal control, and compliance with approved risk policies and regulatory requirements. b) Risk Appetite Risk appetite is a guidepost in strategy setting. It is the type of risk that it is willing to accept in pursuit of its strategic and business objectives. It is the acceptable balance of growth, risk and return, or as risk-adjusted shareholder value added measures. Management allocates resources across the Company based on the risk appetite. Risk appetite can be expressed in qualitative or quantitative terms. c) Risk Management Processes Risk management seeks to monitor the business risks and to keep risks within acceptable limits. Risk management helps ensure that risk exposures do not become excessive relative to Anfaal’s capital position and its financial position. In all circumstances, all activities giving rise to risk must be identified, measured, managed and monitored. ANFAAL CAPITAL ANNUAL REPORT 2015 - 41 - d) Risk Culture Risk awareness culture is a key aspect of an effective enterprise wide risk management framework and the following are key factors of risk cultures: - Strong corporate governance; Organization structure with clearly defined roles and responsibilities; Effective communication and training; Commitment to compliance with laws, regulations and internal controls; Integrity in fiduciary responsibilities; Clear policies, procedures and guidelines. 4.2 Credit Risk Disclosure Credit risk is the potential loss of revenue as a result of failure by the customers or counterparties to meet their contractual financial obligations. Anfaal’s exposure to credit risk is primarily from its Trade Receivables. The credit term given to all customers of Anfaal including related parties is 30 days. Currently, 100% of Anfaal’s Trade Receivables as disclosed in the financial statement are amount due from related parties. The aging analysis of Trade Receivables is as follows: SR’000 Amount due Current < 180 days 181-365 days > 365 days 5,545 5,545 0 0 0 0 0 0 0 0 Total 5,545 5,545 0 0 0 % 100% 100% 0 0 0 Related Parties Non-Related Parties Management does not considered the receivable balances to be impaired since the amounts are owed by Anfaal’s related parties and are less than 180 days. Management will only impair an amount that is past due when Management feels that it is highly likely that the amount would not be recoverable upon which a specific provision for doubtful debt shall be provided in the financial statements. 4.2.1 Credit Risk Mitigation Credit Risk Mitigation (“CRM”) is the employment of various methods to reduce the risks to organization or lenders which offer credit. The methods can include risk based pricing, or adjusting the cost of credit according to the credit strength of the borrower; credit tightening, or reducing the amount of credit available to higher risk applicants; diversification, or increasing the portfolio mix of borrowers and purchasing credit insurance. Examples are collateral and netting. Anfaal does not grant credit facilities to its customers. The credit term stated on invoices to customers including related parties is 30 days. Outstanding balances are monitored via ageing report at the end of month. Reminders are sent for all outstanding invoices. ANFAAL CAPITAL ANNUAL REPORT 2015 - 42 - 4.2.2 Credit Risk Disclosure and Credit Risk Concentration Table 3 presents Anfaal’s total gross credit risk exposures, plus average gross exposure over the year under review, broken down by major types of credit exposure, according credit risk concentration. A concentration of credit risk exists when a number of counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic and other conditions. ANFAAL CAPITAL ANNUAL REPORT 2015 - 43 - Table 3: Illustrative Disclosure on Credit Risk's Risk Weight Exposures after Netting and Credit Risk Mitigation Risk Weights Governments and Central Banks Administrative Bodies and NPO Authorised Persons and Banks Margin Financing Corporates Retail Past Due Items Investments Securitisation Other Assets 0% 15,660 20% Off-Balance Sheet Commitments Total Exposure after netting and Credit Risk Mitigation Total Risk Weighted Assets 0 0 15,660 3,132 50% 0 100% 0 150% 446 19,127 19,573 0 200% 300% 5,545 1,355 9,600 400% 0 500% 0 714% (include prohibited exposure) 29,356 9,353 494 10,154 20,700 56,275 Average Risk Weight Deduction from Capital Base ANFAAL CAPITAL ANNUAL REPORT 2015 - 44 - Table 4: Illustrative Disclosure on Credit Risk's Rated Exposure Long Term Ratings of Counterparties Exposure Class Credit Quality Step 1 2 3 4 5 6 Unrated S&P AAA to AA- A+ to A- BBB+ to BBB- BB+ to BB- B+ to B- CCC+ and below Unrated Fitch AAA to AA- A+ to A- BBB+ to BBB- BB+ to BB- B+ to B- CCC+ and below Unrated Moody's Aaa to Aa3 A1 to A3 Baa1 to Baa3 Ba1 to Ba3 B1 to B3 Caa1 and below Unrated Capital Intelligence AAA AA to A BBB BB B C and below Unrated On and Off-Balance-Sheet Exposures Governments and Central Banks Authorised Persons and Banks 15,660 446 Corporates Retail Investments 19,127 Securitisation Margin Financing Other Assets Total 1,849 15,660 21,422 ANFAAL CAPITAL ANNUAL REPORT 2015 - 45 - Table 5: Illustrative Disclosure on Credit Risk Mitigation (CRM) Exposure Class Exposures before CRM Exposures covered by Guarantees/ Credit Derivatives Exposures covered by Financial Collateral Exposures covered by Netting Agreement Exposures covered by other eligible collaterals Exposures after CRM - - - - - - 16,107 - - - - 16,107 0 - - - - 0 Credit Risk On-Balance Sheet Exposures Governments and Central Banks Authorised Persons and Banks Corporates Retail - - - - - - 24,672 - - - - 24,672 Securitisation - - - - - - Margin Financing - - - - - - 1,849 - - - - 1,849 42,628 - - - - 42,628 OTC/Credit Derivatives - - - - - - Exposure in the form of repurchase agreements - - - - - - Exposure in the form of securities lending - - - - - - Exposure in the form of commitments - - - - - - *Other Off-Balance sheet Exposures - - - - - - - - - - - - 42,628 - - - - 42,628 Investments Other Assets Total On-Balance sheet Exposures Off-Balance Sheet Exposures Total Off-Balance sheet Exposures Total On and Off-Balance sheet Exposures *Refer to Table 2 of Section 3. ANFAAL CAPITAL ANNUAL REPORT 2015 - 46 - 4.3 Counterparty Credit Risk (“CCR”) and Off Balance Sheet Disclosure CCR is the risk that the counterparties and clients defaulting on their obligation towards Anfaal. Know Your Client (“KYC”) is a process that Anfaal has put in place to obtain as much as information about the background of potential clients (i.e. their business, management, shareholders etc.) at the beginning of every deal. KYC process enables Anfaal to select quality clients which should minimize any counterparty credit risk. As at balance sheet date, Anfaal’s credit risks are mainly from deposit in local banks and receivables from the our managed Alfareeda Fund. Anfaal does not have any off balance sheet exposures for year under review. 4.4 Market Risk Disclosure Market risk is the risk of loss arising from movements in market variables, such as interest rates, credit spreads, commodity prices, equity prices, risks related to investment funds and foreign exchange rates. Market risk can be segregated into traded market risk and non-traded market risk. Anfaal has already in place the risk management processes over both type of market risk within Anfaal’s Risk Management Framework, in order to mitigate these types of risks. As at balance sheet date, Anfaal’s market risk is minimum. 4.5 Operational Risk Disclosure Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk is unavoidable as it is inherent in all investment banking businesses. The objective of the operational risk management of Anfaal is to manage its operational risk within an acceptable level. Table 2 presents the minimum regulatory capital requirements for the risks describe from 4.2 to 4.6 of Anfaal. 4.6 Liquidity Risk Disclosure Liquidity risk is the risk that Anfaal is unable to maintain sufficient liquid assets to meet its financial commitments and obligations when they fall due or securing the funding requirements at excessive rate. ANFAAL CAPITAL ANNUAL REPORT 2015 - 47 -