SBN HOLDINGS LIMITED Annual Report 2022

54 REPORT OF THE INDEPENDENT AUDITOR continued SBN HOLDINGS LIMITED Annual report 2022 Other information The directors are responsible for the other information. The other information comprises the information included in the document titled "SBN Holdings Limited Annual report for the year ended 31 December 2022". The other information does not include the consolidated or the separate financial statements and our auditor's report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated and separate financial statements The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of Namibia, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and/or the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the consolidated and separate financial statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: ■Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ■ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ■Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit. evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and/or Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. hinterhandler PricewaterhouseCoopers Registered Accountants and Auditors Chartered Accountants (Namibia) Per: Louis van der Riet Partner Windhoek Date: 22 March 2023 DIRECTORS' REPORT for the year ending 31 December 2022 Review of activities Main business and operations SBN Holdings Limited (the group or SBN Holdings) is the holding company for Standard Bank Namibia Limited. SBN Holdings Limited is a Namibia-incorporated company and is listed on the NSX. It conducts its operations through the following businesses: ■Banking services through Standard Bank Namibia Limited, a registered Namibian commercial bank. ■Insurance broking services through fellow subsidiary companies Stanfin (Namibia) (Proprietary) Limited and Standard Insurance Brokers (Namibia) (Proprietary) Limited. ■Personal lines insurance through Hollard Insurance Limited. ■ Safe custodianship through its 100%-owned subsidiary company Standard Bank Namibia Nominees (Proprietary) Limited. ■ Asset management and unit trust services through a related company, Liberty Life Namibia Limited. ■Property investment and construction through subsidiary companies Arleo Investments Sixteen (Proprietary) Limited and Spearmint Investments (Proprietary) Limited as listed in Annexure A. Mobile payment and services through subsidiary Mobicash Payment Solutions (Proprietary) Limited. The group operates in all main areas within Namibia and its head office is located in Windhoek. The group also offers an international banking service through its association with Standard Bank Group Limited (SBG), a company registered in the Republic of South Africa and dual listed on the Johannesburg Stock Exchange (JSE) and NSX, with representation throughout sub-Saharan Africa. Registered and business address 1 Chasie Street, Kleine Kuppe, Windhoek, Namibia Registration number 2006/306 County of incorporation Republic of Namibia Results for the period Net profit of the group for the year was N$624 million (2021: N$366 million), after taxation of N$264 million (2021: N$196 million). Events after the reporting period There were no events after the reporting date to report. Authorised and issued share capital The company's authorised share capital consisted of 800 000 000 ordinary shares of 0.002 cents each of which 522 471 910 have been issued. The authorised and issued share capital remained unchanged for the year. Borrowings The group's borrowings consist mainly of deposit and current accounts originated through banking operations and long-term financing. Property, equipment and right-of-use assets The group's property and equipment are disclosed in note 8 to the annual financial statements. Dividends Interim dividend declared 30 August 2022 (2021: 24 August 2021) and paid 14 October 2022 (2021: 24 August 2021). Final dividend declared 22 March 2023 (2021: 4 March 2022) and will be paid 26 May 2023 (2021: 7 May 2022). Total dividends declared and paid in respect of 2022 2021 cents N$'m cents N$'m 20.00 104.5 16.00 83.6 46.00 240.3 15.00 78.4 the annual financial year 66.00 344.8 31.00 162.0 Ownership At 31 December 2022, Standard Bank Group Limited owned 74.9% (2021: 74.9%) of the issued share capital. The general public, including the staff share scheme, owned 25.1% of the issued share capital. The following directors each hold issued shares as follows: Number of ordinary shares Adv N Bassingthwaighte 2022 2021 Beneficial shares, all indirectly held Mrs M Geises 153 000 248 624 118 395 118 395 Mr JL Muadinohamba 118 395 118 395 118 395 Mrs L du Plessis 2 385 2 385 392 175 606 194 Mr IH Tjombonde PricewaterhouseCoopers, Registered Auditors 344 Independence Avenue, Windhoek, Khomas Region, Republic of Namibia PO Box 1571, Windhoek, Khomas Region, Republic of Namibia T: +264 (61) 284 1000, F: +264 (61) 284 1001, www.pwc.com/na Country Senior Partner: Chantell N Husselmann The Firm's principal place of business is at 344 Independence Avenue, Windhoek, Republic of Namibia, Khomas Region, Republic of Namibia Partners: Louis van der Riet, Anna EJ Rossouw (Partner in charge: Coast), Gerrit Esterhuyse, Samuel N Ndahangwapo, Hans F Hashagen, Johannes P Nel, Hannes van den Berg, Willem A Burger. Practice Number 9406, VAT reg no. 00203281-015 55