TIDM57HB

RNS Number : 0758A

Hongkong & Shanghai Banking Corp Ld

21 March 2017

Opinion

What we have audited

The consolidated financial statements of The Hongkong and Shanghai Banking Corporation Limited ('the Bank') and its subsidiaries (together, 'the group') set out on pages 65 to 143, which comprise the:

   --    consolidated balance sheet as at 31 December 2016; 
   --    consolidated income statement for the year then ended; 
   --          consolidated statement of comprehensive income for the year then ended; 
   --          consolidated statement of changes in equity for the year then ended; 
   --          consolidated statement of cash flows for the year then ended; and 

-- notes to the consolidated financial statements, which include a summary of significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the group as at 31 December 2016, and of its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards ('HKFRSs') issued by the Hong Kong Institute of Certified Public Accountants ('HKICPA') and have been properly prepared in compliance with the Hong Kong Companies Ordinance.

Basis for Opinion

We conducted our audit in accordance with Hong Kong Standards on Auditing ('HKSAs') issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the group in accordance with the HKICPA's Code of Ethics for Professional Accountants ('the Code'), and we have fulfilled our other ethical responsibilities in accordance with the Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters identified in our audit are summarised as follows:

   --    IT access management 
   --    Impact of the Deferred Prosecution Agreement ('DPA') 
   --    Investment in associate - Bank of Communications Co., Limited ('BoCom') 

-- The present value of in-force long-term insurance business ('PVIF') and liabilities under non-linked life insurance contracts

   --    Impairment of loans and advances to customers 

Key audit matters (continued)

 
a IT access management 
-------------------------------------------------------------------------------------------------- 
Nature of the key audit                How our audit addressed 
 matter                                 the Key Audit Matter 
 All banks are highly dependent         Access rights were tested 
 on technology due to the               over the various aspects 
 significant number of                  of technology relied upon 
 transactions that are                  for financial reporting. 
 processed daily. The audit             Specifically, the audit 
 approach relies extensively            tested that: 
 on automated controls                   *    New access requests to applications, operating 
 and therefore procedures                     systems and databases were properly reviewed and 
 are designed to test access                  authorised; 
 and control over IT systems. 
 It was identified that 
 the group's controls over               *    Application, operating systems and database user 
 individuals access rights                    access rights were removed on a timely basis when an 
 to operating systems,                        individual left the group or moved role; 
 applications, and data 
 used in the financial 
 reporting process required              *    Access rights to applications, operating systems and 
 improvement. Access rights                   databases were periodically monitored for 
 are important as they                        appropriateness; and 
 ensure that changes to 
 applications and data 
 are authorised and made                 *    Highly privileged access to applications, operating 
 in an appropriate manner.                    systems and databases was monitored. 
 Ensuring staff only have 
 appropriate access, and 
 that the access is monitored,          Other areas that were 
 are key controls to mitigate           independently assessed 
 the potential for fraud                included password policies, 
 or error as a result of                security configurations, 
 a change to an application             controls over changes 
 or underlying data.                    to applications and databases 
 A number of enhancements               and that business users, 
 to the control environment             developers and production 
 were made by management                support personnel did 
 during the year but some               not have access to change 
 controls were not fully                applications, the operating 
 remediated and we have                 systems or databases in 
 assessed the risk of material          the production environment. 
 misstatement arising from              As a consequence of deficiencies 
 access to technology as                identified in the controls 
 significant for the audit.             a range of other procedures 
                                        were performed: 
 Matters discussed with                  *    Where inappropriate access was identified, we have 
 the Audit Committee                          understood the nature of the access and obtained 
 The original approach                        additional evidence of the appropriateness of the 
 discussed with the Audit                     activities performed; 
 Committee was based on 
 the control enhancements 
 proposed by management,                 *    Additional substantive testing was performed on 
 and involved the testing                     specific year-end reconciliations (custodian, bank 
 of new and improved control                  account and suspense account reconciliations) and 
 processes. This was supplemented             confirmations with external counterparties; and 
 with other control and 
 substantive procedures 
 required for the periods                *    Testing was performed on other compensating controls 
 of the year when the changes                 such as business performance reviews. 
 would not yet have been 
 effective. As the timing 
 of the enhancements to                 A significant amount of 
 controls changed during                the group's technology 
 the year, we reflected                 processes and controls 
 this in the nature and                 were undertaken in shared 
 extent of testing and                  service centres located 
 our final approach was                 outside of Hong Kong. 
 discussed with the Audit               Our audit testing of access 
 Committee.                             rights controls was also 
 In the Audit Committee                 performed in the shared 
 meetings, there was a                  service centre locations. 
 discussion on the status 
 of the control remediation 
 programme, work performed 
 by management and results 
 of testing performed. 
---------------------------------  --------------------------------------------------------------- 
  Relevant references in the Annual Report and Accounts 2016 
    *    Risk Report, Operational Risk, page 41 
-------------------------------------------------------------------------------------------------- 
 

Key audit matters (continued)

 
b Impact of the Deferred Prosecution Agreement ('DPA') 
------------------------------------------------------------------------------------------------- 
Nature of the key audit               How our audit addressed 
 matter                                the Key Audit Matter 
 HSBC Holdings plc and                 The likelihood of the 
 HSBC Bank USA NA ('HBUS')             DPA being breached and 
 entered into a DPA with               a restriction to US dollar 
 the US Department of Justice          clearing imposed was assessed 
 ('DoJ'), the Federal Reserve          through: 
 Board and the United Kingdom's         *    Inquiry with the Monitor, whose role is explained on 
 Financial Conduct Authority                 page 42, to understand the status of his work, his 
 ('FCA') in 2012 regarding                   assessment of management's progress against the 
 non-compliance with the                     requirements of the DPA and his reporting to the DoJ 
 US Bank Secrecy Act, anti-money             and FCA. 
 laundering rules, and 
 sanctions laws. The duration 
 of the DPA is five years.              *    Reading the 2016 Monitor report and the eleven 
 If the DOJ was to conclude                  country reports issued during the year. 
 that a breach of the DPA 
 had occurred, there are 
 a number of potential                  *    Reading a sample of the detailed reports produced by 
 penalties that could be                     the compliance function that undertook testing of 
 imposed that could have                     controls and processes related to the DPA, and an 
 a material adverse effect                   assessment of their findings. 
 on HSBC Holdings plc and 
 its subsidiaries business. 
 This could include loss               Each HSBC Holdings plc 
 of business and withdrawal            Risk Committee meeting 
 of funding, restrictions              was attended during the 
 on US dollar clearing                 year. At each meeting 
 functions through HBUS                the status of the Global 
 or revocation of bank                 Standards Programme, which 
 licences.                             aims to address the DPA 
 As a subsidiary of HSBC               recommendations, was discussed. 
 Holdings plc, the loss                The related discussion 
 of the ability to clear               was observed. 
 US dollars through HBUS               Minutes of the HSBC Holdings 
 could have a significant              plc Financial System Vulnerabilities 
 adverse impact on the                 Committee meetings, at 
 going concern status of               which the findings of 
 the Bank in the future.               the Monitor were discussed, 
                                       were inspected. 
 Matters discussed with                Compliance with the DPA 
 the Audit Committee                   was discussed with Group 
 In considering going concern          Legal. 
 as the basis of preparation 
 of the consolidated financial 
 statements, a discussion 
 was held with the Audit 
 Committee about our assessment 
 of the risk of HSBC Holdings 
 plc and HBUS not meeting 
 the requirements of the 
 DPA and the impact on 
 the going concern assumption 
 of the Bank. 
 At the Audit Committee 
 meeting held prior to 
 approving the group's 
 Annual Report and Accounts, 
 a summary of our testing 
 procedures and findings 
 was discussed. 
--------------------------------  --------------------------------------------------------------- 
  Relevant references in the Annual Report and Accounts 2016 
    *    Risk Report, Top and emerging risks, page 21 
 
 
    *    Risk Report, Financial Crime Risk, page 42 
 
 
    *    Note 43: Legal proceedings and regulatory matters, 
         page 141 
------------------------------------------------------------------------------------------------- 
 

Key audit matters (continued)

 
c Investment in associate - Bank of Communications Company, Limited ('BoCom') 
------------------------------------------------------------------------------------------------------ 
  Nature of the key audit                                           How our audit addressed 
   matter                                                            the Key Audit Matter 
   The Bank holds 19.03%                                             Controls in place over 
   of the listed equity of                                           the value in use model 
   BoCom at 31 December 2016.                                        were tested, including 
   This investment is accounted                                      senior management review 
   for as an associate using                                         controls over the inputs, 
   the equity method, because                                        assumptions and output 
   of the significant influence                                      of the model. 
   that comes from the shareholding.                                 With the assistance of 
   The market value of BoCom                                         our valuation experts, 
   has remained below the                                            the appropriateness of 
   carrying value for a prolonged                                    the model was reviewed 
   period. At 31 December                                            and challenged and the 
   2016, the market value                                            discount rate used within 
   of the investment based                                           the model was independently 
   on the share price was                                            recalculated. 
   HK$79.2bn compared with                                           Inputs used in the determination 
   the carrying value of                                             of assumptions within 
   HK$122.8bn.                                                       the model were challenged 
   This is considered an                                             and corroborating information 
   indicator of potential                                            was obtained with reference 
   impairment under HKFRSs.                                          to external market information, 
   An impairment test was                                            third party sources, including 
   performed by the Bank                                             analyst reports, and historical 
   using a value in use model                                        publically available BoCom 
   to estimate the investment's                                      information. 
   value assuming it continues                                       The year-end meeting between 
   to be held in perpetuity                                          the Bank and senior BoCom 
   rather than sold. The                                             executive management, 
   estimated value in use                                            held specifically to identify 
   at 31 December 2016 was                                           facts or circumstances 
   HK$124.8bn and on this                                            impacting management assumptions, 
   basis no impairment was                                           was observed. 
   recorded. The share of                                            The mathematical accuracy 
   BoCom's profits has been                                          of the model was tested. 
   recognised in the consolidated                                    Disclosures made in the 
   income statement.                                                 Annual Report and Accounts 
   The value in use model                                            in relation to BoCom were 
   determines the present                                            reviewed. 
   value of the Bank's share 
   of BoCom's future cash 
   flows. The model is dependent 
   on many assumptions, both 
   short-term and long-term 
   in nature. These assumptions 
   are derived from a combination 
   of management estimates, 
   analysts' forecasts and 
   market data and are highly 
   judgemental. 
 
   Matters discussed with 
   the Audit Committee 
   Discussions with the Audit 
   Committee were focused 
   on: 
    *    The continued appropriateness of the value in use 
         model given the period of time that the carrying 
         value has been in excess of market value; 
 
 
    *    The key assumptions used in the model with a 
         particular focus on the assumptions with the highest 
         level of uncertainty including the long-term profit 
         growth rate and the long-term loan impairment charge; 
 
 
    *    The reasonably possible alternative assumptions that 
         were considered to identify those assumptions to 
         which the value in use was most sensitive and to 
         demonstrate the impact on the value in use of a 
         movement in those assumptions; and 
 
 
    *    The overall justifications for the divergence between 
         the value in use and market value. 
 
 
   During these discussions, 
   management confirmed their 
   view that the model, assumptions 
   and cash flow forecasts 
   remained appropriate. 
--------------------------------------------------------------  -------------------------------------- 
  Relevant references in the Annual Report and Accounts 2016 
    *    Financial Review, page 14 
 
 
    *    Note 1: Basis of preparation and significant 
         accounting policies , page 75 
 
 
    *    Note 15: Interests in associates and joint ventures, 
         page 106 
------------------------------------------------------------------------------------------------------ 
 

Key audit matters (continued)

 
d The present value of in-force long-term insurance 
 business ('PVIF') and liabilities under non-linked 
 life insurance contracts 
----------------------------------------------------------------------- 
Nature of the key audit               How our audit addressed 
 matter                                the Key Audit Matter 
 The group has recorded                The controls that management 
 an asset for PVIF of HK$44,077        had established over the 
 million and liabilities               valuation of the PVIF 
 under non-linked life insurance       asset and the liabilities 
 contracts of HK$332,057               under non-linked life 
 million as at 31 December             insurance contracts were 
 2016.                                 tested. These included 
 The determination of these            controls over policy data 
 balances requires the use             reconciliations from the 
 of appropriate actuarial              policyholder administration 
 methodologies and also                system to the actuarial 
 highly judgemental assumptions.       valuation system, controls 
 Such assumptions include              over assumption setting, 
 the long term economic                controls over the review 
 returns of insurance contracts        and determination of valuation 
 issued, assumptions over              methodology, system access 
 policyholder behaviour                and user acceptance testing 
 such as longevity, mortality          controls over the actuarial 
 and persistency, and management       models used, and controls 
 assumptions over the future           over the production and 
 costs of obtaining and                approval of the actuarial 
 maintaining the group's               results. 
 insurance business.                   The appropriateness of 
 Small movements in these              the models, methodologies 
 assumptions can have a                and assumptions used (including 
 material impact on the                assumptions over the long 
 PVIF asset and the liabilities        term economic returns 
 under non-linked life insurance       of insurance contracts 
 contracts.                            issued, assumptions over 
                                       policyholder behaviour 
 Matters discussed with                such as longevity, mortality 
 the Audit Committee                   and persistency, and assumptions 
 We discussed with the Audit           relating to future costs 
 Committee the results of              of obtaining and maintaining 
 our testing procedures                the insurance business) 
 over key assumptions used             were reviewed with the 
 in the valuation of the               assistance of our actuarial 
 PVIF asset and the liabilities        experts. 
 under non-linked life insurance       Management's key judgements 
 contracts including testing           and assumptions were evaluated 
 of changes made during                and challenged with the 
 the reporting period to               assistance of our actuarial 
 the models and to the basis           experts. Our challenge 
 of the calculation of the             and evaluation included 
 risk free discount rate.              whether these judgements 
                                       were supported by relevant 
                                       experience, market information 
                                       and formed a reasonable 
                                       basis for setting the 
                                       assumptions. 
--------------------------------  ------------------------------------- 
  Relevant references in the Annual Report and 
   Accounts 2016 
    *    Risk Report, Risks of insurance manufacturing 
         operations , page 44-49 
 
 
    *    Note 1: Basis of preparation and significant 
         accounting policies, page 83 
 
 
    *    Note 16: Goodwill and intangible assets, page 110 
----------------------------------------------------------------------- 
 

Key audit matters (continued)

 
e Impairment of loans and advances to customers 
---------------------------------------------------------------------------- 
Nature of the key audit                 How our audit addressed 
 matter                                  the Key Audit Matter 
 Impairment allowances                   The controls management 
 represent management's                  has established to support 
 best estimate of the losses             their collective and individual 
 incurred within the loan                impairment calculations 
 portfolios as at the balance            were tested. 
 sheet date. They are calculated         For collective impairment, 
 on a collective basis                   controls over the completeness 
 for portfolios of loans                 and accuracy of the data 
 of a similar nature and                 input to the models were 
 on an individual basis                  tested. The appropriateness 
 for significant loans.                  of the models used to determine 
 The calculation of both                 the impairment allowance 
 collective and individual               was independently assessed 
 impairment allowances                   and management's review 
 is inherently judgemental               of key assumptions within 
 for any bank.                           the models were tested. 
 The group's collective                  The appropriateness of 
 impairment allowances                   the collective modelling 
 are calculated using models             methodology was independently 
 which approximate the                   assessed and model calculations 
 impact of current economic              were tested through re-performance. 
 and credit conditions                   The appropriateness of 
 on large portfolios of                  management's judgements 
 loans. The inputs to these              was also independently 
 models are based on historical          assessed with respect to 
 loss experience with judgement          calculation methodology 
 applied to determine the                and segmentation, economic 
 assumptions used to calculate           factors and other judgemental 
 impairment. Model overlays              overlays, the period of 
 are applied where data                  historical loss rates used, 
 driven parameters or calculations       loss emergence periods 
 are not considered representative       and the valuation of recovery 
 of current risks or conditions          assets. 
 of the loan portfolios.                 For impairment allowances 
 For specific impairment                 on individual loans, the 
 allowances, judgement                   controls over credit file 
 is required to determine                review processes, approval 
 when an impairment event                of external collateral 
 has occurred and then                   valuation vendors, and 
 to estimate the expected                controls over the approval 
 future cash flows related               and recording of significant 
 to that loan to determine               individual impairments 
 the impairment.                         were tested. 
 The audit was focused                   For impairment allowances 
 on impairment due to the                on individual loans, the 
 materiality of the loan                 appropriateness of provisioning 
 balances and associated                 methodologies and policies 
 impairment allowances                   was independently assessed 
 and the subjective nature               for a sample of loans. 
 of the impairment calculations.         An independent view was 
                                         formed on the level of 
 Matters discussed with                  allowances booked based 
 the Audit Committee                     on review of the detailed 
 We discussed with the                   loan, security and counterparty 
 Audit Committee details                 information in the credit 
 of our testing procedures               files, including management's 
 and our findings over                   evidence to determine when 
 individual and collective               the impairment event occurred 
 impairment allowances.                  and, where available, independently 
 We also discussed with                  obtained market information. 
 the Audit Committee changes             Calculations for a sample 
 to risk factors relevant                of discounted cash flows 
 to the collective allowance             were re-performed. 
 models as well as judgements 
 made on individually significant 
 loan impairments. 
----------------------------------  ---------------------------------------- 
  Relevant references in the Annual Report and Accounts 2016 
    *    Risk report, Credit Risk, page 23-32 
 
 
    *    Note 1: Basis of preparation and significant 
         accounting policies, page 77 
 
 
    *    Note 2: Operating profit-Loan impairment charges and 
         other credit risk provisions, page 88 
 
 
    *    Note 11: Impairment allowances against loans and 
         advances to customers, page 101 
---------------------------------------------------------------------------- 
 

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Financial Highlights, Report of Directors, Financial Review, Risk Report, Capital and Statement of Directors' Responsibilities sections of the Annual Report and Accounts 2016, but does not include the consolidated financial statements and our auditor's report thereon, which we obtained prior to the date of this auditor's report, and the Supplementary Notes on the Financial Statements 2016 and the list of the directors of the Bank's subsidiary undertakings (consolidated in the financial statements) during the period from 1 January 2016 to 21 February 2017, which are expected to be made available to us after that date.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated 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 financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, 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.

When we read the Supplementary Notes on the Financial Statements 2016 and the list of the directors of the Bank's subsidiary undertakings (consolidated in the financial statements) during the period from 1 January 2016 to 21 February 2017, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the Audit Committee and take appropriate action considering our legal rights and obligations.

Responsibilities of Directors and the Audit Committee for the Consolidated Financial Statements

The directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRSs issued by the HKICPA and the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the group'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 or to cease operations, or have no realistic alternative but to do so.

The Audit Committee is responsible for overseeing the group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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. We report our opinion solely to you, as a body, in accordance with section 405 of the Hong Kong Companies Ordinance and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs 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 financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

-- Identify and assess the risks of material misstatement of the consolidated 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.

--

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements (continued)

-- 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 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 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 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 to cease to continue as a going concern.

-- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated 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 Audit Committee 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 Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements for 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.

The engagement partner on the audit resulting in this independent auditor's report is Mr. Mervyn Robert John Jacob.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 21 February 2017

This information is provided by RNS

The company news service from the London Stock Exchange

END

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