annual report 2010 horizon excellence - rawbank · the rawbank team is driven by an ambition to...

Horizon ExcellenceAnnual report 2010

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Horizon Excellence…A multicultural environment is a major advantage offered by RAWBANK to its clients.


The Rawbank team is driven by an ambition to attain a certain excellence in every facet of its enterprise. This excellence is put to the benefi t of its clients, its employees, and its shareholders. They follow this path with a certain determination and humility, in the forefront of every challenge which they face. As the title of this annual report implies, the Rawbank story is more about the journey to attain the level of excellence that we strive for every hour of every day, rather than the destination in itself.

The task is lengthy, the journey is long. It consists of a series of small steps with a multitude of challenges. The most important aspect of this journey, is that it must be for the benefi t of all members if its community. With every successful step, a brand new horizon is brought into Rawbank’s view.

This continuous will to discover and explore, sustains Rawbank’s passion to be enterprising, shared by all men and women who love their work and know how to appreciate its true worth.

www.rawbank.cd

Annual report 2010

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|02 R A W B A N K | A N N U A L R E P O R T 2 0 1 0 H O R I Z O N E X C E L L E N C E

01. RAWBANK 2010 AT A GLANCE 04

> 1. Letter from the Chairman of the Board of Directors 05

> 2. Key fi gures over 5 years 06

> 3. Analysis by the Chairman of the Executive Committee 08

02. STRATEGIC ADVANTAGES 12

> 1. Favourable economic situation in 2010 and good prospects for 2011 13

> 2. Organizational development 14

> 3. Corporate Banking 15

> 4. Retail Banking 18

> 5. Product management 19

> 6. Closeness to the customer 21

> 7. Reference 23

> 8. International 30

03. FACT FILE – REVIVAL BENEFITING SMEs 32

04. CORPORATE GOVERNANCE 40

> 1. Composition of the Board of Directors and how it operates 41

An independent look at the Bank and its governance… 44

> 2. Introduction to the Executive Committee and how it operates 45

> 3. The Specifi c Committees attached to the Executive Committee 47

> 4. Bank Organigram 48

> 5. RAWBANK’s Corporate Governance 49

Summary


| 03

05. RISK MANAGEMENT 60

> 1. Credit risk 62

> 2. Market risk 63

> 3. Liquidity risk 64

> 4. Operational risk 65

06. CORPORATE SOCIAL RESPONSIBILITY 66

> 1. Horizon Excellence 67

> 2. Management of social and environmental risks 71

> 3. Social audit 72

> 4. A Group committed to Congolese society 74

07. FINANCIAL REPORT 78

> 1. Independent accountant’s report on fi nancial statements as at 31 December 2010 79

> 2. Annual accounts 80

> 3. Notes on the fi nancial statements as at 31 December 2010 85

08. THE RAWBANK NETWORKS 100

> 1. Network of correspondent banks 101

> 2. Network of branches in Democratic Republic of Congo 102

S U M M A R Y



> SECTION

01.

«RAWBANK 2010» can be summarized in f ive words:

- ambition to provide a qual i ty service

- client satisfaction

- f inancial performance

- security of the customer’s assets

- humility in the face of the never-ending task that l ies ahead.

RAWBANK 2010 AT A GLANCE


| 05S E C T I O N 0 1 - R A W B A N K 2 0 1 0 A T A G L A N C E

> 1.

Letter from the Chairman of the Board of Directors

Dear clients, associates,representatives of the national and international authoritiesand readers,

Humility characterizes the entrepreneur who is aware of the enormity of the task which lies ahead of him along the never-ending path that he must follow towards excellence.

This humility does not exclude ambition, but rather accompanies it. In our case, our ambition is essentially about our desire, affi rmed ever since our bank opened in 2002, to develop a high quality service for the benefi t of our customers.

Once the notion of «service» has been clearly understood, in its fullest sense, then all the tools and mindset is in place for achieving the results of the entrepreneurial approach: commercial develop-ment, profi tability, reputation… This is as true of our bank as it is of any genuine enterprise.

We have chosen to share this ambition with our clients, the businesses and private individuals who are coming to the counters of our branches in ever-growing numbers. It is also our wish to be a proactive player in the development of the entrepreneurial fabric of the Democratic Republic of Congo, especially the SME segment.

This is our role as a leading banker… and these are not empty words. They are proven by the partner-ship agreements signed with the International Finance Corporation (IFC, World Bank Group), the French Development Agency and the European Investment Bank. Rawbank is currently the only bank in DRC to be chosen by these international bodies following a thorough audit. These agreements certainly strengthen our reputation, but most of all they provide us with the technical, human and fi nancial resources to support the men and women running SMEs as they develop their businesses.

The quality which must by nature characterize a service company such as our bank at the same time imposes a policy of closeness to the customer. This is the reason why we have no hesitation in investing in the continuous expansion of our network of branches across the whole country. We are also making the training of our staff a key priority now more than ever, as witnessed by the creation of the RAWBANK ACADEMY.

To achieve our aims, we have chosen to give ourselves the fi nancial resources to match our ambi-tions. Every year, our entire net profi t is reinvested in the Bank’s equity. Thus the shareholders give all parties concerned a strong sign of their confi dence in the Bank’s durability.

The Rawji family has been investing in the Congo since 1922. Today more than ever, it is backing growth in an economic environment with enormous development potential. We must have faith that, in this year 2011 which will be marked by the second democratic presidential election in DRC, our political leaders will to follow the course of history in their actions for the common good.

Yours sincerely, Mazhar RAWJI



In CDF thousand

In USD thousand

Situation as at 31 Decemberof each year

2010 2009 2008 2007 20062010

/20092010

Total Assets 349,278,115 274,304,585 141,028,090 91,626,156 62,129,394 +27.33% 385,924

Fixed capital (*) 45,434,466 28,512,453 16,078,858 9,172,799 6,203,083 +30.77% 50,201

Deposits 272,136,473 212,076,329 101,615,619 80,509,626 54,838,865 +28.32% 300,688

Disbursement loans 88,450,665 88,376,247 49,952,975 34,475,529 18,983,192 +0.08% 97,731

Net banking income 28,888,649 20,305,933 9,907349 6,035,811 4,181,232 +59.78% 31,920

General operating costs 20,759,890 12,470,477 6,152,271 3,728,254 2,137,106 +65.24% 22,938

Depreciation allowances and provisions

5,003,675 4,418,739 1,950,067 747,343 661,092 +13.24% 5,529

Net income 5,182,810 2,793,123 1,352,944 1,106,834 1,142,280 +85.56% 5,727

Operating ratio (CIR) 71.86% 61.41% 62.10% 61.77% 51.11%

Return on equity (ROE) 11.41% 9.80% 8.41% 12.07% 19.66%

Return on assets (ROA) 1.48% 1.02% 0.96% 1.21% 1.85%

(*) including subordinate loans

Indicative CDF/USD exchange rates as at 31/12 905.044 890.208 623.145 496.538 497.527

Indicative CDF/EUR exchange rates as at 31/12 1,174.730 1,251.315 855.169 711.619 642.694

2006

2007

2008

2009

2010

447 872

622 1,089

903 1,394

927 1,319

1,259 2,171

Foreign transfers(in USD million, excluding interbank transfers in DRC)

12/2007

12/2008

12/2009

12/2010

1,347

3,196

5,181

6,878

4,869

20,547

37,616

61,961

Number of accounts

> 2.

Key figures over 5 years

Infl ows Outfl owsPrivate & public enterprises

Individuals & traders



2006

2007

2008

2009

2010

124,084

184,530

226,317

305,359

385,924

Balance sheet total

2006

2007

2008

2009

2010

11,676

18,474

25,803

28,368

50,201

Fixed capital

2006

2007

2008

2009

2010

110,223

135,665

163,069

235,924

300,688

Deposits

2006

2007

2008

2009

2010

37,363

59,385

80,163

99,826

97,731

Disbursement loans

2006

2007

2008

2009

2010

8,404

12,156

15,899

21,718

31,920

Net banking income

2006

2007

2008

2009

2010

2,296

2,229

2,171

2,566

5,727

Net income

GRAPHS IN EQUIVALENT USD

(FIGURES IN THOUSANDS, CALCULATED ON THE BASIS OF THE CDF/USD EXCHANGE RATES AS AT 31 DECEMBER)

2010 BANK OF THE YEAR IN DRC in the annual rankings of The Banker

magazine. I t is the v iew of the judges that RAWBANK has shown

uninterrupted growth in a di f f icult market. The Bank continues to invest

in a vast network of branches and is developing i ts range of services for

an increasingly wide cl ientele: women, students, entrepreneurs, SMEs

and large enterprises.

This is the second consecutive year that RAWBANK has won this award,

despite the ever-increasing competit iveness of the market.



Several striking facts illustrate the Bank’s activities in 2010. They are evidence of its dynamic of uninterrupted commercial growth, of the shareholders’ desire to provide the Bank with the resources for expansion and of the professionalism of the Board of Directors who ensure that good governance standards are strictly observed.

THE BUILDING UP OF THE BANK’S

HUMAN CAPITAL

1. In its constant search for the best skills in the jobs market, the Bank has continued its policy of active recruitment. The number of employees has thus risen from 300 to 515 in the past two years, representing average annual growth of 31%, to support the Bank’s rapid commercial development.

2. THE RAWBANK ACADEMY was created in August 2010. It is the aim of the Executive Committee to strengthen the skills of the Bank’s employees and managers through continuous training in order to constantly improve their performance in terms of tech-nical knowledge and service quality.

CLOSENESS TO ITS CUSTOMERS

3. The opening of two new branches in Kinshasa («UPC» and an extension counter at N’Djili airport), two more branches in the east of the country (Goma and Bukavu) and six more branches and extension counters in Lubumbashi brings the total number of branch-es to 23 in 2010. A third branch in the Lower Congo (Boma) opened in January 2011. Nine new branches are due to open over the course of this year, thus confi rming RAWBANK’s am-bition to realize its policy of closeness to its customers throughout the Congo.

4. The network of automatic teller machines (ATMs) continues to expand, not only with the opening of new branches but also through the installation of ATMs in public spaces. They have now grown in number from 19 to 40 within the space of one year.

> 3.

Analysis by the Chairman of the Executive Committee

In a banking environment which has become extremely competitive, with

the presence of twenty operational commercial banks at the end of 2010,

RAWBANK is confi rming its position as a leading fi nancial operator in the

Democratic Republic of Congo with a market share estimated at 17% by the

criterion of balance sheet total or 25% by total deposits.



5. At the same time the Bank continues to pursue its policy of providing remote banking services, offering various types of bank card to suit the needs of each customer. Over 45,000 active cards are now in circulation, twice as many as in 2009. RAWBANK is a leading member of VISA and MASTERCARD.

6. In 2010 the ACADEMIA account launched at the end of 2009 has met with tremendous success among young people between the ages of 12 and 28, with over 8,000 accounts opened in just a few months.

7. In keeping with its proactive marketing strategy of launching new products and ap-proaching new customer segments, the Bank is targeting women entrepreneurs with the launch of the LADY’S FIRST program in mid-2010.

COMMERCIAL GROWTH AND GREATER

PROFITABILITY

8. In the space of one year over 25,000 accounts were opened, essentially in the Retail market. With a portfolio of over 75,000 accounts as at March 2011, RAWBANK is demonstrating its wish to best serve the clientele which is gradually fi nding its way to the Bank’s coun-ters. The potential for development remains huge in a market of over 65 million inhabit-ants of whom only half a million have a bank account at present.

Thierry Taeymans

Chairman of the Executive Committee



9. At the same time deposits have strongly increased, rising from CDF 212 billion to 272 billion (equivalent to USD 300 million), a strong sign of our customers’ confi dence in their bank. Despite strong demand for fi nancing from the Corporate and Retail segments, Rawbank has managed to main-tain the same level of loans and advances as it did in 2009. RAWBANK retains a policy of caution in the management of its loan risks as we strive to ensure the safety of our depositors funds, and strictly funding the most viable of all projects.

10. As a consequence of this commercial deployment and the Bank’s healthy or-ganizational and fi nancial management, the Bank’s net income has grown by 90% to reach a record level of CDF 5.2 billion, equivalent to nearly USD 6 million.

This being the case, RAWBANK is con-stantly improving the quality of its share capital by putting all of its net profi t into reserve. Thus the Bank has a Core Tier 1 solvency ratio of 12.24% as at 31 December 2010, already distinctly higher than the future requirements of the Basel Committee which under Basel III sets the standard at 7% from 2019.

SOUND REPUTATION

11. Three renowned international fi nancial institutions have opened up credit lines to the Bank enabling it to deploy its range of products and services to the full in the growing SME market: the International Finance Corporation (IFC – World Bank Group), the French Development Agency (FDA) and the European Investment Bank (EIB). IFC is also providing RAWBANK with technical assistance for two years to help it to take on the SME market with all the necessary professionalism.

In all three cases this is a fi rst for DRC, being part of a proactive market approach by the three institutions which have audited the Bank and recognize that its manage-ment skills meet the strictest international standards.

>>>

Analysis by the Chairman of the Executive Committee



HORIZON EXCELLENCE

12. The Quality department created at the end of 2008 is confi rming its core role within the Bank. A Quality Charter was published in 2009 and signed by all members of staff. Quality campaigns are run regularly in every department; customer satisfaction surveys were conducted among the clientele in 2010 and a training program dealing spe-cifi cally with the welcoming and handling of customers has been established within the framework of the RAWBANK ACADEMY.

A FIRST INTERNATIONAL STEP

13. Now that the Bank is fi rmly established in its domestic market, the shareholders have decided that the time is right for the fi rst international development with the opening of a representative offi ce in Brussels.

The offi ce opened on 1 October 2010 after receiving approval from CBFA (Banking, Finance and Insurance Commission) and was offi cially ratifi ed on 27 July 2010. The objective, with CBFA approval, is to turn the representative offi ce into a banking institution.

FUTURE PROSPECTS

The 2011 fi nancial year will evolve according to the development policy pursued by the Bank ever since it was established in 2002.

At the request of the Board of Directors, the Executive Committee has drawn up a three-year action plan for 2010-2012 in order to guarantee the Bank’s performance and allow all parameters to be measured effectively.

In an intensely competitive environment, efforts will be focused more than ever on com-mercial development, on the quality of our service in the quest for excellence, on staff training, on innovation and creativity, on close-ness to the customer and network performance, on the effi ciency of organizational processes, on risk control and on the profi tability of activi-ties, the source of development and continuity.



> SECTION

RAWBANK is now positioned as a leading f inancial institution

in the Democratic Republic of Congo. The Bank is constantly

adapting to developments in the market, characterized by

the slow but steady emergence of a middle class comprised

of employees, executives and directors, not only of large

enterprises but also of SMEs. RAWBANK is proactively supporting

entrepreneurs, both women and men, in order to help them

grow and develop their small businesses, which are important

providers of jobs, towards the formal sector of the economy.

02. STRATEGIC ADVANTAGES


| 13S E C T I O N 0 2 - S T R A T E G I C A D V A N T A G E S

RAWBANK continues more than ever to pursue its proactive marketing approach

as an innovative banker creating added value for its customers. In 2010 the

Bank took advantage of the slight upturn in the economy which followed two

years marked by the international fi nancial and economic crisis. The Bank

continues to invest in a vast branch network and is developing its range of

products and services geared towards an ever wider target clientele in the

Retail and Corporate sectors: women, students, salaried workers, independent

entrepreneurs, SMEs, and large enterprises. As a result of this approach to

quality, RAWBANK has been awarded the title «BANK OF THE YEAR» by the

international magazine The Banker for the second year running.

A few plus points must be recorded on the assets side of the DRC’s economic balance sheet in 20101.

> The GDP growth rate is likely to be 6.1% after a diffi cult year in 2009 which saw growth at a level of 2.9%.

> Infl ation remains under control at a rate of 9.62% compared to 53.1% in 2009.

> This fall in infl ation has allowed the key rate of the Central Bank of Congo to be reduced from 70% to 22%.

> In the same period the CDF has been quite stable against the USD and Euro, in contrast to previous years (see table on page 6).

> On 1 July 2010, the country reached com-pletion point in the HIPC initiative and the initiative for alleviating multilateral debt. Consequently DRC’s foreign debt has been reduced from USD 13.7 billion to USD 2.9 billion. The burden of debt is now sustainable at a level of 24% of GDP. This freeing up of the economies should encourage the allocation of new budgets for the fi ght against poverty at the heart of the fi ve priority work sites in the Republic.

1 Main source: Central Bank of Congo,

January 2011.

Prospects for growth in 2011 are positive, not only in DRC but throughout the whole of Africa, which could see a rise of 6.5% in its overall GDP.

The upward trend in the international prices of raw materials such as copper, cobalt, gold and oil has had an effect on economic growth, par-ticularly in DRC. The banking sector is gaining from this, among other things in the manage-ment of the Corporate customer segment after the serious slump in mining activities in 2008 and 2009.

> 1.

Favourable economic situation in 2010 and good prospects for 2011


View of the recently refitted IT Room


In 2010, the Board of Directors decided to devote new resources to the IT department in order to build skills and develop an IT organi-zational plan along the lines of those seen in the big international banks.

To this end the Executive Committee ap-pointed Jean BOUCHOT as Manager of the IT department in September 2010.

Aged 62, Jean BOUCHOT has a wealth of ex-perience in banking IT, having been Head of IT in the African branches of BNP Paribas (Cameroon, Gabon, Ivory Coast and Guinea). He then worked as an independent consultant

in Mobile Banking, a product he would like to see further developed in DRC.

Thirteen people are employed in RAWBANK’s IT department.

Their projects concern the Bank’s diverse activities and are aimed at making them run as smoothly as possible for the benefi t of the Bank’s customers in all domains of commercial activity including Corporate Banking, Retail Banking, network management and Product Management, as described in the following pages.

> 2.

Organizational development

Installation of new IT facilities

Jean BOUCHOT,

Manager of the IT department



> 3.

Corporate Banking

RAWBANK, partner to large enterprises and SMEs

For some years RAWBANK has been success-fully developing a commercial market-based approach in order to tailor its range of services to meet the clearly identifi ed needs of each cus-tomer within the various Corporate customer segments.

> Large enterprises are served by teams con-sisting of a Corporate Manager and Corporate Offi cers, in Kinshasa and in Lubumbashi. Each branch also has a Corporate Offi cer.

> A Commercial department specifi cally dedi-cated to the clientele of SMEs provides a personalized service which is tailored to the requirements of the entrepreneurs targeted by different Commercial teams according to the average monthly fl ow into their accounts.

> Institutions (embassies, diplomatic missions, international NGOs based in the country, churches, state institutions, national pro-grams, provinces etc.) can also profi t from this commercial network which is well equipped to deal effi ciently with their international incoming and outgoing transfer operations, deposits and funding requirements.

Overall, Corporate Banking benefi ted from the strong recovery in the price of raw materials in 2010, as illustrated below.

CHANGE IN PRICE PER TONNE OF COPPER OVER 3 YEARS, IN USD

10,000 -

9,000 -

8,000 -

7,000 -

6,000 -

5,000 -

4,000 -

3,000 -

2,000 -

1st Januari

2008

29 June

2008

26 Dec.

2008

24 June

2009

21 Dec.

2009

19 June

2010

16 Dec.

2010

THE PRICE

OF GOLD

Over the course of

2010, the price of

gold rose by some

25%.

THE PRICE

OF OIL

Between March 2010

and March 2011, the

price of oil followed

the same trend: +25%.



Consequently investments in the mining sector have picked up again and the pace of mining activities – extraction and processing – has accelerated. This deployment of activities has been favourable for the development of the SMEs which gravitate around the mining en-terprises, particularly in Katanga. Employment has automatically benefi ted too.

Gold mining is undergoing rapid development, as illustrated below in the Bukavu region.

Banro is a Canadian gold exploration company licensed to mine gold along the major gold belt in

the Democratic Republic of Congo. The company is currently working on the first phase of the project

in Twangiza, 80 km from Bukavu (see photos above), designed to process 1.3 million tonnes of mineral

ore per year. The site is due to commence operation at the end of 2011. To date Banro has identified

6.74 million ounces of measured and indicated resources, plus 4.29 million ounces of inferred resources.

Three other projects are also under development in Kamituga, Lugushwa and Namoya.

© Banro © Banro © Banro

>>>

Corporate Banking



At the same time, RAWBANK has begun to make signifi cant inroads into the SME market. Its objective here is clear: not only to fi nance the development of the successful SMEs active in the large sectors of the formal economy and to make them the leading partners of the large enterprises, but also to support small enter-prises as they grow and lead them gradually from the informal to the formal sector, and thus towards access to bank loans.

The agreements signed by RAWBANK with IFC, FDA and EIB – currently exclusive in DRC – are concrete signs of the Bank’s proactive approach towards the entrepreneurial fabric of Congo, with its vast potential for development.

> See Section 3 for more details about these three agreements.

One of the pillars of the RAWBANK approach to SMEs concerns the launch in 2010 of the LADY’S FIRST program. This project arose from the realization that the market segment of small enterprises created by women held untapped possibilities which were just waiting to be exploited.

> See also Section 3 for more details about Lady’s First.

ETIENNE-CLAUDE MABUNDA,

CORPORATE COUNTRY MANAGER:

«The relationship with IFC is of particular inter-est in our Corporate approach towards SMEs.

Over the course of 2010, we began to make use of the credit line provided to us by the International Finance Corporation: 224 loan dossiers were opened. This exceeds our objectives. Likewise after the launch of the LADY’S FIRST program, over 200 accounts were opened and 27 loans granted. These results achieved in just a few months prove the quality of our approach, which seems to meet a need in the market.

In addition to this approach, and in view of the still too great number of small enterprises and women entrepreneurs active in the informal sector, our Legal department conceived the «RAW ADVICE» scheme. This involves identifying women entrepreneurs with strong development potential and supporting them towards being able to take advantage of banking services by providing them with sound information and training. This service and support scheme will begin at the start of the third quarter of 2011.

It is yet another demonstration of the role that our Bank wishes to play in the development of Congolese society.»



One particularly striking fact of the 2009 and 2010 fi nancial years was that RAWBANK made a spectacular breakthrough in the personal banking market, despite the increasingly strong and sometimes very aggressive competition from other banks which have recently arrived in the market.

The number of personal accounts reached 60,000 in December 2010, representing growth of 65% in one year. The volume of personal loans (17% of the total loan portfolio as at 31/12/2010, with a delinquency rate below 2%) and growth of 93% in deposits, which reached the equivalent of USD 68.7 million at the end of 2010, attest to our strong penetration of the market and the success of RAWBANK’s com-mercial and marketing approach.

The following factors contributed to this success:

> the development strategy defi ned by the Board of Directors and implemented over the past two years by the Executive Committee, characterized by a proactive and determined approach to expand the target clientele and in doing so, improve the stability of the balance sheet;

> the regular launch of new products and the success these have found in the market, notably the FIDÉLITÉ savings account, various types of personal loan such as the recent CRÉDIT EXPRESS + and the ACADEMIA account for young people aged from 12 to 28 years, not forgetting debit and credit cards including the international Visa and MasterCard;

> a commercial policy of closeness to the cus-tomer, characterized among other things by the continuous expansion of the network of branches and ATMs, both in the major urban centres of Kinshasa and Lubumbashi and in the country’s main towns;

> a quality approach, with particular attention given to welcoming customers and to service at the counters, and the continuous adapta-tion of procedures to increasingly satisfy customer expectations by simplifying the formalities required to open an account and improving the fl ow of operations;

> personalized management of the customer’s portfolio.

Prospects for development in 2011 will follow the approach taken in 2010.

> 4.

Retail Banking

PRIVATE BANKING

RAWBANK offers a «Private Banking» service specifi cally tailored to the needs of private customers with monthly account fl ows above USD 10,000, or with assets deposited with the Bank averaging above USD 20,000. Customers holding a Platinum card and some key person-alities also have access to this range of fi rst class services. One Commercial team at the branch on Boulevard du 30 Juin in Kinshasa is dedi-cated to this important customer segment and another at the Sendwe branch (Lubumbashi).

Photo opposite:

Lydia Mbaka, National Private Banking Manager.

RAWBANK, the bank of private individuals



Innovation has been an integral part of RAWBANK’s corporate culture since the Bank opened in 2002. By taking this approach the Bank has often been a pioneer in the Congolese banking market, in areas such as electronic banking and the launch of highly targeted products.

The Marketing and Communication depart-ment is actively developing, promoting and monitoring products and services intended for the various customer segments.

One highlight of the 2010 financial

year is the significant increase in

the number of automatic teller

machines (ATMs), which has risen

to 40 as at 31 December 2010

from 19 one year earlier, making

RAWBANK’s ATM network one of the

largest in DRC.

The ATMs are not just installed within branch-es. They can also be found in public places (nine in Kinshasa, three in Katanga and one in Matadi). This service helps to secure the loyalty of the customers, who appreciate their proximity and quality.

The number of active bank cards has also risen strongly in line with the increase in the number of personal bank accounts. Over 45,000 active bank cards are now in circulation, twice as many as in 2009.

> 5.

Product management

The images on this page illustrate

the wide range of RAWBANK products

available to private individuals

(salaried workers, managers,

heads of companies, young

people, independent traders and

entrepreneurs – men and women).

Success through innovation and quality



The Bank’s commercial development is also supported by communication campaigns aimed at institutions. Many billboards can be seen in the villages with the conspicuous RAWBANK «leopard’s claw» insignia, symbol of a quality brand in the Congolese banking landscape.

At its «Hôtel de ville» branch in the centre of the Gombé commune in Kinshasa, RAWBANK

customers have use of a modern strong room which meets the strictest security standards.

>>>

Product management



> 6.

Closeness to the customer

Besides providing its customers with 21 new automatic teller machines (ATMs) in 2010, bringing these to 40 in number, RAWBANK is actively pursuing its commercial policy of closeness to the customer.

Ten new branches (including three exter-nal counters) were added to the RAWBANK network in 2010, bringing the number of recep-tion points to 23:

> Two new branches in Kinshasa («UPC» and an external counter at N’Djili airport),

> Two branches in the east of the country (Goma and Bukavu),

> Six more branches in Lubumbashi, including two external counters,

> A third branch in Lower Congo (Boma), which opened in January 2011.

Nine new branches are due to open over the course of 2011, including at least three in Kinshasa and three in Katanga, thus con-fi rming RAWBANK’s ambition to continue to expand its presence in the country.

MoneyGram, one of the world leaders in in-ternational money transfers, is another service offered by RAWBANK.

MoneyGram collaborates with quality part-ners in over 227,000 sales outlets located in 190 countries and territories in order to offer customers a quick and safe way of sending and receiving money anywhere in the world.

In the Democratic Republic of Congo, nearly 90% of MoneyGram operations are conducted through RAWBANK branches. All branches of the Bank offer the MoneyGram international transfer service. In Kinshasa, RAWBANK’s MoneyGram network is complemented by four dedicated branches (Matete, Bongolo, N’Djili and Kanda Kanda).

Effective network in DRC



> Bukavu > Boma> Goma

>>>

Closeness to the customer

Kinshasa(7 branches)

MoandaMatadi

Boma

Kisangani

Lubumbashi (6 branches)

FungurumeKolwezi Likasi

Bukavu

Beni(opening soon)

Butembo(opening soon)

Kasumbalesa

Goma

Bunia

Watsa(opening soon)



> 7.

Reference

In Katanga, RAWBANK is continuing its bold development process, characterized by the opening of six new branches and extension counters in Lubumbashi in 2010 in addition to the main branch, which opened in 2006. At the same time the Bank is strengthening its position in the mining towns of Likasi, Kolwezi and Fungurume, where it has been serving the large enterprises in the mining sector for the past three years and also their staff and local SMEs, most of which are subcontractors to the mining companies.

The end of March 2011 will see the opening of an eighth branch in Lubumbashi, the «Golf», offering personal banking to high end clients. This will be followed by branches in Kasumbalesa (on the border with Zambia) and in Kakanda (between Likasi and Fungurume).

ATMs offering high quality electronic banking services are gradually being installed near each branch.

SOCIALLY AWARE APPROACH

This development is part of the

Bank’s long-term entrepreneurial

approach, which has been studied in

depth and carefully thought out. It

also accords with the role that the

Bank wishes to play in Congolese

society, within the context of the

social responsibility of a bank which

aims to be socially aware.

Guibert KASONGO KIMPUTU,

Commercial Manager

and Didier TIMLMAN,

Director Katanga area

RAWBANK’s infl uence in Katanga



By decentralising its services, the Bank is relieving congestion at its counters in the main branch, which have quickly become too cramped. Above all, however, it is also becom-ing more involved with people, traders and small enterprises. Thus by taking an approach focused on information, awareness and training it can support them with appropriate fi nancial services and advice. The objective is clear: to gradually bring these target customers into the banking system and the formal sector of the economy so as to be able eventually to offer them loans according to their needs and ambi-tions to ensure that they can develop.

Thus RAWBANK means to assert

itself as a driving force in the

virtuous circle of development.

The assistance of the International Finance Corporation (IFC – World Bank Group) is a part of this approach. The launch of the LADY’S FIRST program is a very specifi c example of this.

> See Section 3 on this subject.

The counters at the Bank’s main branch in Lubumbashi

>>>

Reference: RAWBANK in Katanga



PERSONALIZED SERVICES TAILORED TO

SUIT CHINESE CLIENTELE

Chinese enterprises and their staff are major clients and important customers of RAWBANK, primarily in the mining and roadwork sectors.

In order to meet their requirements with tailored services while speaking the custom-ers’ language, RAWBANK has appointed two Chinese Corporate offi cers, one in Kinshasa and the other in Lubumbashi.

The two photographs opposite illustrate the friendly relations that the Lubumbashi bank maintains with its Chinese clients that include CREG – China Railway Engineering Group – and CDM – Congo Dongfang Mining.

Left in both photos: Bilian TONG, Corporate Offi cer at RAWBANK in Lubumbashi.

> CREG has had a presence in Katanga since 2008 and employs a workforce of 500, includ-ing 100 Chinese. The enterprise has already repaired the roads from Lubumbashi to Kasenga (137 km) and from Lubumbashi to Kasumbalesa (80 km), along with several roads in the centre of Lubumbashi. Work on the Likasi to Kolwezi road (180 km) is cur-rently in hand.

> CDM, a subsidiary of the private Chinese group HUAYOU, began operations in Katanga in 2006 and currently employs some 800 people, of Congolese and Chinese national-ity. It has a factory in Lubumbashi processing copper and cobalt, and depots in Likasi and Kolwezi where it purchases mineral ore.

CREG



NEW RAWBANK BRANCHES IN LUBUMBASHI

> RAWBANK opened a branch on the site of the University of Lubumbashi («UNILU») in January 2010. The only bank present on the campus, it is reaping the benefi ts of its suc-cessful range of services tailored to the needs of young people via the ACADEMIA account. The Bank offers a local fi nancial service to the university, allowing it to optimize the management of its accounts and funds. This initiative has been highly successful, and the branch is always crowded. The branch employs six offi cers including the manager, Franck MAGHOMA.

Franck

MAGHOMA

>>>




> Opened in 2010, the DGI branch is located within the General Tax Offi ce. The Bank was selected to log licence plate payments through its counters, as these must now be made of-fi cially through a bank account. Under the management of Yves Gauthier MUTOMBO, the branch is gradually extending its range of services to private individuals and traders in the surrounding areas.

> Situated opposite the main branch in Lubumbashi, the «CONSULAT» branch is an external counter of the main branch intended to relieve pressure on its services. Opened in March 2010, it is recording a consider-able volume of operations including ATM withdrawals averaging some USD 50,000 per day. Managed by Erick NGELEKA, the branch also handles counter operations for the Private Banking offi ce next door.

Erick

NGELEKA

Yves Gauthier

MUTOMBO



> Opened on 1 September 2010, the KISANGA branch is situated on the outskirts of Lubumbashi, on the Kasumbalesa road. Managed by Jean-Baptiste KAYUMBA MASTAKI, the branch serves a varied clien-tele including one mining company, several oil companies with depots in the area, the road toll services for the road to Zambia, 80 kilometres away; the transport companies that use the road daily, private individuals from the area as well as inhabitants of the town of Kipushi some 30 kilometres away whose salaries are paid into their accounts at the Bank, and local small traders who are gradually gaining access to banking services. The objective of the branch manager and his four co-workers is to encourage poten-tial customers to make more regular use of remote banking facilities. To this end an ATM has also been installed in the front of the branch.

Jean-Baptiste

KAYUMBA MASTAKI

>>>




> Also on the outskirts of Lubumbashi, the «BEL AIR» branch opened its counters in mid-September 2010. With a staff of fi ve including the manageress Marie-Hélène ILUNGA, the Bel Air branch is developing a range of local services for local companies and aims above all to promote a banking culture and banking services, including remote banking, to a population of private individuals and traders largely still without bank accounts.

> RAWBANK has also opened an external counter of the Lubumbashi main branch in the airport buildings.

> The «GOLF» branch serving a VIP clientele will open towards the end of March 2011.

Marie-Hélène

ILUNGA



> 8.

International

The RAWBANK shareholders have decided to embark upon a major project to establish a presence abroad, in Europe and in Belgium in particular.

To this end RAWBANK opened a representa-tive offi ce in Brussels on 1 October 2010, after receiving approval from CBFA (Banking, Finance and Insurance Commission). The offi ce was offi cially ratifi ed on 27 July 2010.

The mission of the representative offi ce is to promote the Bank’s brand image among the enterprises and private individuals who have business connections with the Democratic Republic of Congo. The objective, with the ap-proval of CBFA, is to move towards the second phase of turning the representative offi ce into a payment institution during the course of 2011, and then into a bank branch, and to provide it with the necessary fi nancial and human re-sources to achieve this.

Christian ROUSSEAU (left in photo) is the Manager of the new Brussels offi ce and has 25 years experience in the banking sector. Christian ROUSSEAU knows Africa well, having worked at the bank Belgolaise before joining Fortis Banque, which has now become BNP Paribas Fortis, as Account Manager in the Corporate Banking department. In his time with these banks he has completed a number of missions in DRC and Nigeria. He has known the Rawji family for a long time. He is working on the foundations of a business plan aimed at moving towards the creation of a payment institution initially and then a bank.

Olivier DUTERME works as a consultant to the Rawji group, which has commissioned him to conduct a feasibility study into the opening of a bank in Brussels and to prepare the ground in terms of logistics, information technology and human resources. During his 22 years of experi-ence in banking, Olivier DUTERME managed the Caisse Privée Banque in Belgium before joining BBL, which later became ING. He was then Head of Personal Banking within ING France before taking on the general management of ING Switzerland. On his return to Belgium in 2009, he left ING and began practising as a consultant, to the benefi t of the Rawji group.

First step towards international development

Christian ROUSSEAU

and Olivier DUTERME



RAWBANK invests the heart of the capital of Europe

Bank of first rate in the

Democratic Republic of the Congo,

RAWBANK internationalized

its development and implements

a representative office in Brussels,

on the 21st floor of the

Bastion Tower.

Contact in Brussels: Christian ROUSSEAU – Manager of the representative officeRAWBANK - Place du Champs de Mars, 5 (21st floor) - 1050 BRUSSELS.

Email : [email protected] - Tel. : +32.2.550 35 32 - GSM +32.478 822 911



SMEs, still mostly active in the informal sector of the economy,

are the main providers of jobs within DRC. Their gradual

transition to the formal sector will enable them to assert

themselves not only as reliable key partners to large national and

international enterprises, but also as suppliers of quality goods

to the vast private market. Good use of banking services will give

entrepreneurs wider access to loans and enable them to develop

their activit ies more quickly. In doing so they will expand the jobs

market and help to support the gradual emergence of a middle

class, the measure of strong economic growth.

RAWBANK aims to play a proactive part in establishing this

virtuous circle of economic development.

> SECTION

03. FACT FILE – REVIVAL BENEFITING SMEs


| 33S E C T I O N 0 3 - F A C T F I L E – R E V I V A L B E N E F I T I N G S M E S

THE PARTNERSHIP AGREEMENTS

WITH IFC, EIB AND FDA

The International Finance Corporation,

a member institution of the World Bank group, aims to promote sustainable economic growth in developing countries by supporting the development of the private sector, mobilis-ing private capital, and providing advice and mechanisms for mitigating the risks to enter-prises and governments.

Three years ago, IFC approached the Congolese banking market and set out its projects and its development program for the SME/SMI sector in the country. Taking this as its starting point, the contract signed with RAWBANK is a pilot scheme in DRC, set up with a bank which is «attentive to the small and medium enterprise market» in the words of IFC, which had already conducted a thorough audit of the Bank’s fi nan-cial structure and organization before entering into the contract.

Through this agreement, IFC is extending a credit line of USD 7 million to the Bank for the fi nancing of SMEs and providing continuous support for two years (see box) from an expert appointed by IFC, placed at the Bank’s disposal to build up the skills of its executives and direc-tors in an SME.oriented approach.

In practical terms, RAWBANK thus has medium and long term funds at its disposal which it will repay to IFC half-yearly and which will enable it to re-inject fi xed term loans into the economy through the SMEs, without harming the stabil-ity of its balance sheet and its prudential ratios.

IFC selected the consultancy DAI Europe Ltd (London)

which is assisting RAWBANK in its SME market

oriented approach in the person of Fabrice PIATON,

IFC’s Resident Advisor in DRC.

This program of technical assistance began in 2010

and is for a period of two years, possibly renewable.

After a phase of auditing and identifying points for

improvement, work has started in six areas:

> organisation,

> lending policy and procedures,

> product marketing and development,

> human resources and training,

> risk management including establishment of

a scoring system,

> information technology.

The objective is the effi cient handling of loan

dossiers in the order of USD 100 to 150,000, but in

all cases less than USD 1 million, as part of a well

established commercial approach in accordance with

the IFC program.

In this work, Fabrice PIATON has the assistance of

two of the Bank’s staff whose salaries are paid by IFC.

When the six work areas are well advanced, under

the supervision of an IFC steering and control

committee, the second year of the technical

assistance program will primarily concern training in

loans, mainly for the Commercial staff. This training

program will begin in 2011.

In DRC, RAWBANK has become the favoured banking partner of the

International Finance Corporation (IFC), the European Investment Bank

(EIB) and the French Development Agency (FDA). These three bodies

recognize RAWBANK’s commercial dynamism in the SME market and

the quality of its organization, its fi nancial stability and its governance

in general. This is also the context in which RAWBANK has launched the

LADY’S FIRST program to support the development of dynamic female

entrepreneurship in DRC.



Signed in April 2009, this contract began to bear fruit over the course of 2010.

RAWBANK had already concluded an agree-ment with IFC in 2007 as part of the «IFC Global Trade Finance Program» by which IFC is continuing to extend a credit line of USD 3.5 million to the Bank in confi rmation of docu-mentary loans to guarantee its international trade fi nance operations.

So RAWBANK can now offer a wider range of documentary and investment loans to SMEs active in the formal sector of the economy.

On 3 November 2010, RAWBANK concluded an agreement with the

European Investment Bank for a credit line aimed at fi nancing long term loans in USD in favour of investment projects in the produc-tion and service sectors. The objective is to encourage the funding of investments by small and medium enterprises in the Democratic Republic of Congo.

The credit line relates to an initial sum equivalent to Eur 5 million.

The partnership agreement concluded with the French

Development Agency is in addition to the agreements signed with IFC and EIB and is an «ARIZ» guarantee tool (insurance for the risk of funding private investment in the FDA action zone). This guarantee tool is intended to give small and medium private enterprises easier access to fi nance by allowing FDA to share the risk of funding SMEs with local fi nan-cial institutions. The contract with RAWBANK was signed on 30 November 2010 after a very detailed review of the Bank’s procedures and fi nancial situation.

Under the contract FDA guarantees RAWBANK 50% of the sum of loans granted to SMEs. These loans must be for between USD 200,000 and USD 2 million. This type of operation is clearly aimed at supporting the investments and build-ing the skills of SMEs which have already reached a certain size in the market.

The collaboration between RAWBANK and FDA is in its early days. Further projects re-garding the fi nancing of SMEs are already under consideration.

>>>

At the service of SMES



THE LADY’S FIRST PROGRAM

The credit line from the International Finance Corporation (IFC) is also targeted towards women entrepreneurs with a view to improving their fi nancial management skills and hence their ability to present acceptable funding re-quests to the banks.

In Africa women represent over 50% of the active population and have a signifi cant pres-ence in entrepreneurial activities.

In Democratic Republic of Congo women head 23% of all registered businesses and generate 70% of domestic income. Yet women entrepre-neurs as such are a customer segment widely overlooked by fi nancial institutions until now.

From an economic point of view, the increase in women’s income translates directly into an improvement in the diet, health and education of their families. It must be acknowledged, however, that women face particular diffi cul-ties in gaining access to fi nancial services and loans.

These diffi culties are often associated with:

> A lower level of business training and poorer fi nancial skills,

> Less easy access to professional networks and the business world,

> A lack of knowledge about financial institutions,

> The fact that the fi nancial institutions have not developed strategies or products to meet their needs.

In view of these findings and in

compliance with its strategy of

actively helping to make banking

facilities available to the people,

RAWBANK conceived the «Lady’s

First» program.

This initiative is supported by IFC, in particular through its WIN (Women in Business) scheme which places particular emphasis on:

> The collaboration of the banks to improve their ability to provide products and services to women entrepreneurs,

> Improvement of the business climate and in particular the removal of barriers to women, plus better access to the market and to information in order to allow women entre-preneurs to develop their businesses more rapidly,

> Partnership, management and the sharing of experiences and knowledge.

The objective pursued by RAWBANK’s

«Lady’s First» Commercial Team is

focused on optimizing the quality

of an increasingly personalized

service, on knowledge of the clients

and on the tailoring of its range of

services to meet the needs of women

entrepreneurs.

Patience

BARANDENGE,

Women Market Officer



The photos shown here, taken at information and training sessions held in Lubumbashi, show the RAWBANK approach in action.

>>>




THREE ENTREPRENEURS TELL

THEIR STORIES

«The Congo is a country where you can realize your dreams… I encourage all those people starting out with nothing in their pockets not to tell themselves that it is impossible. You have to believe, stick to your work, immerse yourself in the culture of the people who live here, and you’ll get there!»

These words from Leila KATEBE refl ect the mindset of a woman entrepreneur who is an ardent supporter of programs such as LADY’S FIRST initiated by RAWBANK in 2010.

Leila KATEBE is Managing Director of Etablissements KTB in Lubumbashi, a company she built up herself from nothing within the walls of the old shop selling fresh provisions that her father ran until 1995. After buying the building from her father four years ago, with the aid of RAWBANK, she obtained funding from the Bank which enabled her to repair the cold rooms, buy vehicles to transport fresh provisions, and, more recently, to buy new sales

outlets equipped with cold rooms in Kolwezi, Likasi, Kipuchi, Kasumbalesa… Ets KTB is involved in the supply of food and in particular fresh frozen foods, primarily fi sh. More recently it has invested in bread and pork products.

Leila KATEBE encourages women to join the circle of women entrepreneurs in the LADY’S FIRST program.

«The meetings organized by the Bank are very interesting, and the courses run there are very useful for teaching women about a number of management concepts. Everyone is very enthu-siastic. Many women like the «market mamas» work informally, and we try to give them the desire to run a business… and everyone gets on really well!»

Leila KATEBE started out on her own nearly 5 years ago… Today she employs 300 people.

Leila

KATEBE



«In 1999, we produced fi ve kilograms of pork a day. Three years later, we still produced fi ve kilograms… Today we produce fi fteen tonnes!»

STONE-KUMBI started out with USD 50 bor-rowed from her brother. Twelve years later, her company Manoah Investments has an indus-trial pork butchery in Lubumbashi and four years ago, it invested in an industrial bakery under the name of Alegria.

«We thought the market would be satisfi ed with 30,000 bread rolls and 5,000 square loaves a day. At the end of 2010, we are at 250,000 rolls and 30,000 square loaves a day. And we have just invested in new industrial ovens to produce up to 16,000 more bread rolls per hour! We have set up a franchise system in addition to our own shops for distribution».

Initially STONE-KUMBI took out a fi rst loan of USD 250,000 from the Industry Promotion Fund (FPI, State portfolio). More recently, RAWBANK has taken over funding of the company, fi nancing its working capital among other things.

The young entrepreneur’s head is spinning with new projects.

«Consider that we have to import plastic bags and boxes for packing… But if we could produce this packaging here on site that would give real added value to the local economy. Eventually we shall do it all ourselves.»

«There needs to be more of an enterprising spirit among young people. The initiatives and support given by RAWBANK are steps in the right direction.»

STONE-KUMBI:

«We have a motto that share our

close collaborators : we believe

that we have not yet arrived, and

this compels us to work.»

>>>




In the service sector, Afrik Interim offers a range of «human resources» solutions. Created in 2005 by Alexis NSIKUNGU, the enterprise manages some 2,200 temporary workers for its clients and employs 38 people, mainly in Kinshasa but also in some of the country’s other major towns. Internationally, Afrik Interim has a presence in Brussels, Nairobi and Johannesburg and during the course of 2011 it will also move into Republic of Congo, Burkina Faso and Burundi.

Quickly recognized for its professionalism and skills, Afrik Interim works for a number of large Congolese companies and is gradually extend-ing its services to the SME market.

Alexis NSIKUNGU: «Today there is unques-tionably development in the SME sector. This phenomenon can be observed among other things in the telecom and communications sector, with a growing number of small structures gravitating around the big names. As for the jobs market, it is developing in various directions after the diffi cult period at the end of 2008 and start of 2009. While there has been a lot of recruitment in the enterprises which have recently come to establish themselves in the market here, it is training and the building of skills which count for most in the older companies. The banking sector in particular is recruiting heavily.»

Alexis NSIKUNGU chose RAWBANK as his main banker «mainly for reasons of proximity. The relationship then quickly developed in view of the quality of welcome and support and the speed with which operations are handled… even though it is not the cheapest bank! But it cannot be faulted for reliability and professionalism.»



A bank in Congolese law established in May 2001 with the authorization of

the Central Bank of Congo, RAWBANK s.a.r.l . is authorized to operate as

a commercial bank by presidential decree no. 040/2001 of 8 August 2001.

The first counters opened in January 2002.

As at 31 December 2010, the Bank’s capital stands at CDF 14,536,093 (000),

equivalent to USD 16,061 mill ion. It is owned by RAWHOLDING S.A. and six

members of the Rawji family.

RAWBANK has gradually become a top-ranking f inancial player in the

Democratic Republic of Congo. This development forms part of the

framework of clearly organizing the distribution of powers and skills

between the decision-making, management and control bodies in

accordance with current legal requirements and regulations and with the

strictest standards as regards ethics, professional conduct and compliance.

RAWBANK refers among other things to regulation no. 21 of the Central Bank

of Congo concerning «corporate governance in lending institutions».

In Article 2, the regulation specif ies: «Corporate governance makes reference

to the relationship between the shareholders, the Board of Directors, the

general management and the other parties involved. Corporate governance

determines the structure by which a company’s objectives are defined and the

resources for attaining these and for monitoring the results obtained.»

> SECTION

04. CORPORATE GOVERNANCE


| 41S E C T I O N 0 4 - C O R P O R A T E G O V E R N A N C E

The Board of Directors meets at least three times a year. Without prejudice to its legal remit, its role is to ensure the continuity of the organization by encouraging the development of entrepreneurial leadership while guaran-teeing the quality of the Bank’s day-to-day management, the measurement and control of the risks associated with its operations and ob-servance of the principles of good operational governance as communicated to the staff and management.

CHAIRMAN

Mazhar RAWJI

VICE-CHAIRMAN

Musthaque RAWJI

DIRECTOR

Thierry TAEYMANS, Chief Executive Offi cer, Chairman of the Executive Committee

INDEPENDENT DIRECTORS

> Michel DECUYPERE, Chairman of the Audit Committee, a former banker active in DRC and Rwanda

> Lambert DJUNGA SHANGO, a lawyer re-nowned in Kinshasa and an expert in banking matters, commercial contracts, corporate tax and trademark protection

> Robert JONCHERAY, a member of the Audit Committee, company director, a former banker active in Niger, Ivory Coast, Cameroon, Kenya and DRC

> Sadish KUMAR, a member of the Audit Committee, Manager of the Rawji Family offi ce in Dubai.

> 1.

Composition of the Board of Directors and how it operates

The Board of Directors is the collective body with the most extensive powers in

the management of the Bank and determines its fi nancial, organizational and

commercial strategies, and thus the realization of its corporate objective.



CHARTER OF THE BOARD OF DIRECTORS

(EXTRACTS)

The ethical principles by which the Board of Directors is governed are:

> Competence and responsibility of its members,

> Clarity and loyalty of decisions,

> Effectiveness and security of controls.

The Charter of the Board of Directors was published in December 2009 and signed by all of the Directors.

The priority objectives of the Board of

Directors are:

> To increase the Bank’s value,

> To adopt the principal guidelines which de-termine the way it is run,

> To verify the reliability and honesty of infor-mation relating to the Bank,

> To protect its assets.

The Board of Directors guarantees to respect the rights of each of the shareholders who make up its capital and to ensure that the shareholders fulfi l all their duties.

Each Board member helps to achieve the trans-parency rightly demanded of a bank by the law, the trust of its customers and the performance demanded by the market.

The remit of the Board of Directors is:

> To ensure that the Bank’s corporate interests are respected and to protect its assets,

> To select the methods for organising the man-agement of the Bank,

> To appoint the Chairman of the Board of Directors and the Chief Executive Offi cer,

> To control the way the Bank is run,

> To balance the annual and half-yearly accounts,

> To verify the quality of the information pro-vided to the shareholders about the Bank,

> To disseminate the collective values which drive the Bank and its employees and which govern its relations with its customers and its partners and suppliers, by adopting a Charter of Ethics,

> To promote the coherence of the Bank’s eco-nomic development with a corporate policy and a socially aware approach based on respect for human rights and preservation of the environment in which it operates.

The responsibilities of the Directors

> The members of the Board of Directors have a duty to know the general or specifi c obli-gations incumbent upon them due to their offi ce, and the regulatory or legal texts which govern these.

> They are obliged to keep secret any informa-tion concerning the Bank which they may come to know in the execution of their duties until such information is made public by the Bank.

> They undertake not to carry out, directly or indirectly, on their own behalf or on behalf of others, any operation involving the Bank’s shares in the light of information which may have been communicated to them in the execution of their duties and which is not known to the public.

> The Directors undertake:

1. To advise the Chairman of the Board of Directors of any confl ict of interest or even any potential confl ict of interest between their personal or professional activities and their mandate,

2. To abstain from voting in any decision which concerns themselves, either directly or indirectly,

3. To inform the Chairman of the Board of Directors of any operation or agreement

>>>




concluded with a company in the RAWJI Group in which they might be a stakeholder.

The Chairman of the Board of Directors will pass this information on to the Performance Audit Committee.

Remuneration of the Directors

The General Assembly decides the overall sum of the fees allocated to the members of the Board of Directors. An exceptional payment may be granted to some Directors for specifi c assignments entrusted to them in accordance with their managerial or leading role in the various committees constituted among the Board of Directors. The sum of such payments is determined by the Board of Directors and communicated to the Bank’s Auditors.

This Charter applies to all members of the Board of Directors. It must be communicated to any prospective candidates for the post of Director and to any Director who is a perma-nent representative of a legal entity before they come into offi ce.

CHARTER OF THE PERFORMANCE AUDIT

COMMITTEE (EXTRACTS)

Under its corporate governance, the Bank’s Board of Directors has created an Audit Committee from among its ranks consisting of three independent Directors. The Board of Directors can seek assistance with its internal control function through this independent Specialist Committee, set up at the end of 2009.

Its members, including the Chairman, are ap-pointed by the Board of Directors. The Chairman of the Board of Directors or a Director serving as the Bank’s CEO or Deputy CEO may not be a member.

The Performance Audit Committee meets at least twice a year.

Its remit is:

> To ensure the relevance and permanence of the accounting principles followed by the Bank and the transparency of their implementation,

> To ensure that the Bank has appropriate internal procedures in this domain, and that these are applied,

> To examine the corporate and consolidated accounts, including the off- balance-sheet commitments, before they are submitted to the Board of Directors,

> To analyse variations in the Bank’s scope, level of debt, interest rate hedge or foreign exchange hedge,

> To study the conclusions and recommenda-tions of the internal and external auditors,

> To assess confl ict of interest situations which may affect a Director and to propose suitable measures to prevent or remedy these,

> To ensure the quality of the information de-livered to the shareholders.

The Performance Audit Committee answers to the Board of Directors for its work. It informs the Board of its conclusions, recommendations and proposals.

It may request sight of any accounting, legal or fi nancial documentation which it deems necessary for the fulfi lment of its remit.

On request, the Committee may grant a hearing to the Bank’s Directors, in particular those responsible for drawing up the accounts and for internal controls, or to external auditors.



AN INDEPENDENT LOOK AT THE BANK

AND ITS GOVERNANCE…

The view of Maître Lambert DJUNGA

SHANGO, an independent Director

since 2010.

RAWBANK has two major advantages. The fi rst is that it has quickly, thoroughly and effectively integrated itself into the Congolese economic landscape with the development of the DRC market as its single target. The second concerns the quest for professionalism which I observe in the deliberations of the Board of Directors, with a quality of governance which has now reached the level of the most demanding international standards.

When one also considers the quality of its range of commercial services, which I consider to be one of the best among the main banks in the country, and the care given to the training of its staff, the Bank is bound to be successful.

In a company experiencing such a strong rate of growth, the role of the three in-dependent Directors who have been on the Board of Directors for the past year becomes fundamental. It lies in paving the way for growth by critically reviewing fi rstly the strategic decisions and choices of the Board of Directors and secondly the way in which the chosen strategy is implemented in the Bank’s day-to-day management. The advice and comments of the independent Directors are always taken seriously.

In this context, interesting growth pros-pects lie ahead for the Bank, which will celebrate its 10th anniversary in 2012. The rapid reconstruction of the economy presents vast opportunities, which the many banks newly arriving in DRC have been quick to see. RAWBANK has thrown itself into this market with extraordinary energy which will not fl ag.

It remains to be hoped that in time the government will work in closer coop-eration, or even in partnership, with the economic operators, in a climate of greater trust. When that day comes, the Congo may surprise everyone…

>>>




The role of the Executive Committee essen-tially encompasses the following tasks:

> To propose the broad outlines of the Bank’s strategy to the Board of Directors,

> To execute this strategy in accordance with the options taken up by the Board of Directors,

> To organize all day-to-day commercial and administrative management activities and implement procedures which enable the risks incurred to be identifi ed, measured, moni-tored and checked.

> To report regularly on these to the Board of Directors.

CHAIRMAN

Thierry TAEYMANS, Chief Executive Offi cerAge 54, Thierry Taeymans has a degree in commercial engineering from the Institut Supérieur de Commerce St Louis in Brussels. His banking experience began in 1982 at the Belgolaise Bank in Brussels where he held various positions in the Loans department. He carried out several assignments in Africa and joined the Banque Commerciale Zaïroise (BCZ, now BCDC) in 1994. He returned to Brussels in 1999. In 2001, Mazhar Rawji appointed him to assist with establishing RAWBANK and he became its CEO. Vice-Chairman of the Congolese Banking Association in 2008, Thierry Taeymans is Secretary of the Belgo-Congolese Chamber of Commerce and Director of the Federation of Congolese Enterprises (FEC).

VICE-CHAIRMAN

Michel NOTEBAERT, Commercial DirectorAge 58, Michel Notebaert is a self-educated man trained in the fi eld, at the school of the Banque Bruxelles Lambert (BBL, now ING Belgium). He was primarily involved in Sales and was the Manager of a branch in Brussels for 14 years. He gained his fi rst experience in Congolese banking when he joined the former Union Zaïroise de Banque (UZB), which was then a subsidiary of BBL. He then returned to BBL where he headed the Corporate section of the non-residents department for fi ve years. In June 2003 he was appointed by RAWBANK as its Commercial, Operations and HR Director. In 2004 he became Vice-Chairman of the Executive Committee and in September 2006 moved to Lubumbashi, where his responsibilities include looking after the Katanga customer portfolio. At the end of 2009, he returned to the Bank’s Head Offi ce in Kinshasa where he assumed the position of Commercial Director.

MEMBERS

> Nadeem AKHTAR, Risk ManagerAge 34, Nadeem Akhtar has a Masters degree in Finance & Control acquired in New Delhi. He has 12 years’ experience in the banking sector, initially as Credit Offi cer at an Indian bank in New Delhi. He joined RAWBANK in 2004 as Head of Loans and became a member of the Executive Committee in 2007, in the expanded role of Risk Manager.

> Christian KAMANZI, Director of ResourcesAge 50, Christian Kamanzi Muhindo has a degree in Applied Economic Sciences and Auditing and is a graduate of FUCAM in Mons, Belgium. His fi rst job was as a junior auditor at DRT-Cabinet Michel Vaes in Brussels (now Deloitte & Touche). In 1993 he moved to Kinshasa where he was a Treasury Assistant at Citibank. In 1996, he became Vice Chairman in charge of operations and commercial affairs at

> 2.

Introduction to the Executive Committee and how it operates

The Executive Committee is the executive body under the responsibility of the

Chief Executive Offi cer, Chairman of the Executive Committee, assisted by a

Vice-Chairman and six other members.



the Banque de Commerce et de Développement in Kinshasa. He returned to Citibank in 2002 and served as Treasury Director until 2004, when he became Director-General of the Union of Congolese Banks. In 2007 he joined RAWBANK as a Director and member of the Executive Committee responsible for commercial affairs, operations and human resources. At the end of 2009 he became Director of Resources (or-ganization, information technology and general services).

> Jean-Pierre MUTUALE, Secretary GeneralAge 60, Jean-Pierre Mutuale has a degree in commercial and fi nancial sciences from the University of Kinshasa. In 1973 he joined the Banque Commerciale Zaïroise (BCZ, now BCDC) where he held the positions of Branch Manager, Head of Central Administration Departments and Management Director (organization & information technology) suc-cessively. From 2001, he was actively involved in the different stages of RAWBANK’s foundation and became a member of the Bank’s Executive Committee, initially in charge of organization, information technology and human resources. He has been Secretary General since the end of 2009.

> Baby PALLIPADAN, Finance DirectorBaby Pallipadan is 44 years old and a Chartered Accountant qualifi ed in 1992 from the Institute of Chartered Accountants of India (ICAI), New Delhi. He also holds a B.Com degree from the University of Calicut in India. After working in various reputable organizations in India, he joined the Rawji group in DRC in October 1995, working for Beltexco s.a.r.l. which was a principal Rawji Group company. He joined RAWBANK in May 2002 as Management Auditor. In September 2003 he was appointed Finance Director. He joined the Executive Committee of RAWBANK in December 2004. At present he is a member of various other Bank committees such as the Treasury Committee,

Accounts Committee, Budget Committee, Audit Committee, Information Technology (IT) Committee, Information Security Committee, General Service Committee, Human Resources Committee etc. Baby Pallipadan is also a Fellow (FCA) of ICAI.

> Mustafa RAWJI, Assistant Secretary GeneralAge 32,, Mustafa Rawji was part of the found-ing team that helped to establish RAWBANK in 2002. Two years thereafter, he joined HSBC in Dubai where he worked in the Corporate Banking department for a period fi ve years. During this tenure, Mustafa participated in the SME segment and eventually took on the role to work with Large Corporates. In September 2009, he returned to RAWBANK as Assistant Secretary General, under which his functions encompass presiding the Credit Committee, directing the Marketing and Communications department, and maintains a close affi liation to the Audit department.

> Etienne SILVESTRE, Director of OperationsAge 51, Etienne Silvestre knows Africa very well, and especially DRC. Born in Congo, he studied there until he was 18, fi rst in Kinshasa and then in Lubumbashi. A graduate commer-cial engineer from ICHEC in Brussels, he joined the bank Belgolaise after gaining initial profes-sional experience in two posts in the insurance sector. The majority of his professional career has been spent in the banking world in Africa where he travelled between Zaire, Rwanda, Republic of Congo, Tanzania and Togo. After a brief spell back in Belgium when he was enlisted into the SEPA (Single Euro Payments Area) project for BNP Paribas Fortis as Product Manager, he returned to the country that he has watched grow up. On 1 August 2009 he joined RAWBANK, fi rst as Commercial Director and then as Director of Operations. Also a member of the Executive Committee, he can draw on his wealth of experience to help to manage the Bank’s rapid growth.

>>>

Introduction to the Executive Committee and how it operates



Apart from the Audit Committee, which is chaired by an independent Director and reports directly to the Board of Directors, there are thirteen specifi c committees at the Bank’s Head Offi ce. Their aim is to ensure that all of the Bank’s departments run as smoothly as possible and to adopt a quality and security approach for the benefi t of all stakeholders.

These committees meet regularly at set intervals.

1. The Commercial Committee, chaired by the Commercial Director, which has six members; it meets twice a month.

2. The Loans Committee, chaired by the Deputy Secretary General, which has six members; it meets once a week.

3. The Budgetary Committee, chaired by the CEO, which has fi ve members; it meets twice a month.

4. The Compliance and Legal Committee, chaired by the Legal Advisor, which has seven members; it meets once a month.

5. The Treasury Committee, chaired by the CEO, which has fi ve members; it meets every morning.

6. The IT Committee, chaired by the Head of IT, which has seven members; it meets once a month.

7. The Human Resources Committee, chaired by the Commercial Director, which has seven members; it meets once a month.

8. The Marketing & Communication Committee, chaired by the Deputy Secretary General, which has eight members; it meets twice a month.

9. The Quality Committee, chaired by the Deputy Secretary General, which has fi ve members; it meets twice a month.

10. The Operational Risks Committee, chaired by the CEO, which has 10 members; it meets once a month.

11. The Security of Property and Persons Committee, chaired by the Director of Resources, which has fi ve members; it meets once a month.

12. The Network Development Steering Committee, chaired by the Director of Resources, which has ten members; it meets once a week.

13. The Information Security Committee, chaired by the Secretary General, which has eight members; it meets once a month.

Departmental meetings are also held at defi ned intervals according to the procedures in order to optimize the smooth running of all the differ-ent component parts of the Bank’s machinery. These meetings discuss aspects such as organi-zation, remote banking, small loans, accounting, general services, legislation and litigation, as well as operations.

Committees are also set up within each branch according to clearly defi ned procedures which take account of the category of the branch (A, B or C). The objective is to ensure that each entity is running with maximum effectiveness, to manage the risks, to improve the quality of service and to further the Bank’s commercial development for the benefi t of the various clearly defi ned target customer segments. The minutes of each meeting are sent to the Management at Head Offi ce.

> 3.

The Specific Committees attached to the Executive Committee

The Specifi c Committees are attached to the Executive Committee, which

defi nes their organization, their objectives and their working practices by

agreement with the Board of Directors.



> 4.

Bank Organigram

Board of Directors

Mazhar RAWJI, Chairman

Audit Committee

Michel DECUYPERECEO

Thierry TAEYMANS

Secretary General

Jean-Pierre MUTUALE

Assistant: Mustafa RAWJI

Management Secretariat

Members of Executive Committee

Commercial management

Michel NOTEBAERT

Means management

Christian KAMANZI

Financial management

Baby PALLIPADAN

Loans management

Nadeem AKHTAR

Operations management

Etienne SILVESTRE

> Corporate market

> Retail market

> Private market

> Branch network

> Moneygram network

> Remote banking network

> Organisation

> Information technology

> General Services

> Correspondent banking

> Accounts

> Treasury

> Loans

> Risk management

> Back offi ce

foreign currencies

> Back offi ce CDF

> Back offi ce remote

banking

Executive Committee

Thierry TAEYMANS, ChairmanMichel NOTEBAERT, Vice-Chairman

Audit

Management Control

Marketing-Communication - Quality

IT Security

Human Resources

Legal – External Relations &Compliance



Besides the Charter of the Board of Directors and the Charter of the Performance Audit Committee described above, there are five Charters relating to the smooth running of the Bank’s operational management:

> The Executive Management rules,

> The Charter of Ethics,

> The Compliance Charter,

> The Internal Control Charter,

> The Internal Audit Charter.

In 2010, the Board of Directors also

approved a document defining its

policy for managing corporate and

environmental risks. This policy has

been implemented by the Executive

Committee since June 2010 and

comes under the Bank’s corporate

responsibility, the content of which

is set out in Section 6 (see page 71).

THE EXECUTIVE MANAGEMENT RULES

Organization

The Chief Executive Offi cer and the Executive Committee constitute the Bank’s Executive Management.

The Executive Committee is composed of the CEO who chairs it, a Vice-Chairman, and de-partmental heads appointed by the Board of Directors at the proposal of the CEO.

The Vice-Chairman chairs the meetings of the Executive Committee if the CEO is absent or unable to attend.

The list of members of the Executive Committee is published each year in the Bank’s Annual Report.

The age limit set by the Board of Directors for the CEO is 65 years.

Powers

The Board of Directors entrusts the CEO with the everyday running of the Bank and with representing the Bank. The Board of Directors may confer additional powers and responsibili-ties upon the CEO. Without prejudice to its own powers and functions, the Board of Directors invests the CEO with the necessary authority for the correct fulfi lment of his functions and responsibilities.

The CEO answers to the Board of Directors for the performance of the duties and responsibili-ties entrusted to him.

By virtue of his mandate from the Board of Directors, the CEO may delegate certain powers to executives of the Bank for specifi c purposes. He confers such powers upon each of the

Governance concerns a set of management options and code of behaviour

which apply as much to the shareholders and directors as to the Bank’s

managers. It postulates the competence and integrity of the members of

RAWBANK’s Board of Directors and Executive Committee, a strategic vision,

the search for added value and the free fl ow of information between all

parties involved.

> 5.

RAWBANK’s Corporate Governance



members of the Executive Committee to allow them to fulfi l their duties and functions properly.

The members of the Executive Committee, and all other of the Bank’s executives to which the CEO delegates powers, answer to the CEO for the matters entrusted to them, the CEO being answerable to the Board of Directors for the proper execution of the duties and responsibili-ties of the members of the Executive Committee and all the other bank executives to whom he has delegated powers.

The Executive Committee meets whenever convened by its Chairman or Vice-Chairman if the Chairman is absent or prevented from doing so. The minutes of the meetings of the Executive Committee are submitted to the Board of Directors.

Without prejudice to the recognized statutory powers of representation of the Chairman and Vice-Chairman of the Board of Directors, and of the CEO towards third parties and in justice, the Bank may be represented jointly by a Director and a member of management who have been delegated to this effect according to the Bank’s statutes.

Responsibilities

The CEO is responsible for the day-to-day running of the Bank and for representing it in matters concerning its running, with the assis-tance of the Executive Committee. The CEO will also have additional rights and responsibilities which are granted to him as necessary by the Board of Directors.

General responsibilities of the CEO within the scope of the day-to-day running of the Bank:

1. Regarding matters handled by the Board of Directors

> To prepare strategic proposals for submission to the Board of Directors. Such preparation includes assessment of market conditions and the commercial environment and determina-tion of the aspirations, goals and objectives for growth; the study of proposals regarding investment opportunities; the drawing up of reports on the progress made towards achieve-ment of the strategic objectives set.

> To study and approve each year the fi nancial plan upon which the Bank’s growth strategy is based, including the annual budget, the three-year fi nancial plan and the correspond-ing investment plan, upon which the Board of Directors is required to express a joint opinion.

> To prepare the Bank’s precise fi nancial reports at the proper time, according to current ac-counting standards and to the Bank’s rules of conduct; to present a clear and objective assessment of the Bank’s fi nancial situation to the Board of Directors.

> To present proposals to the Board of Directors regarding any major changes to the organiza-tion of the Bank so that the proper organization is in place and the human resources are avail-able and allocated as appropriate for achieving the set objectives.

>>>




> To present recommendations to the Board of Directors on matters which fall within his competence, by reason of their importance or the nature of the risks involved.

> To propose rules of conduct that the Board of Directors should adopt on account of their importance.

> To report to the Board of Directors on the Bank’s performance.

2. Regarding operational management

> To ensure the proper management of the Bank’s current affairs by creating an effi cient organization to permit it to realize its strategy, and to ensure compliance with current laws and regulations and the Bank’s standards and rules of conduct.

> To ensure continuous improvement in the quality and value of the products and services offered to the Bank’s customers.

> To ensure that the Bank attains and holds a satisfactory competitive position by setting objectives for the Executive Management.

> To supervise, guide and support the other members of the Executive Management.

> To ensure the monitoring and management of the Bank’s results and its performance in relation to the strategic and fi nancial plans.

> To lay down rules of conduct which do not fall within the competence of the Board of Directors, and to ensure that these are implemented.

> To approve the realization, review or cessation of any transaction, investment or disinvest-ment which is not reserved for the Board of Directors.

> To ensure the monitoring and management of the Bank’s support functions and to ensure that the reports from the various departments are sent in and examined on a regular basis.

> To create systems for risk management, inter-nal control and internal audits.

> To prepare the Bank’s fi nancial reports and other external reports, fi nancial and non-fi nancial, and operational information.

3. Regarding Human Resources

> To decide the procedures for the engagement, dismissal and remuneration of staff to be applied to the Bank’s staff.

> To ensure that the Bank has an effi cient man-agement team by regularly reassessing an evolving development plan and proposing suitable recommendations to the Board of Directors.

> To encourage a corporate culture which pro-motes the Bank’s values, ethical practices, diversity, integrity and social responsibility.

4. Regarding communication

> To act as the Bank’s main spokesperson to the outside world.

> To communicate the Bank’s strategy, vision and values, both internally and to the outside world.

> To maintain a constant dialogue and open channels of communication with his col-leagues, the staff and the Board of Directors, and to provide the Board of Directors with the information it needs to exercise its duties.

> The CEO will meet regularly with the Chairman of the Board of Directors in order to examine and discuss items on the agendas of the Board of Directors and its committees, along with other relevant matters, and to involve the Chairman in all new initiatives right from the start.



5. Regarding directing the Executive Committee

> To chair, organize and guide the Executive Committee.

> To train, guide and support the members of the Executive Committee in the fulfi lment of their individual responsibilities.

Responsibilities of the Executive Committee:

> To assist the CEO in the day-to-day running of the Bank, to execute the Bank’s decisions and to help the CEO to perform the duties set out above.

> The members of the Executive Committee will also exercise additional functions which may be entrusted to them according to cir-cumstances by the CEO or by the Board of Directors at the proposal of the CEO.

Assessment of remuneration and

performance

The Board of Directors determines the remuner-ation of the CEO and the other members of the Executive Committee, on the recommendation of the Remuneration and Appointment Committee. No Executive Director may be present at the meeting when the Board of Directors discusses and decides his remuneration.

The Remuneration and Appointments Committee:

> Examines and proposes recommendations to the Board of Directors on the company’s remuneration policy, including the company’s aims and objectives relevant to determination of the remuneration of the CEO and the other members of the Executive Committee;

> Assesses the performance of the CEO, in con-sultation with the Chairman of the Board of Directors;

> Discusses with the CEO the performance of the other members of the Executive Committee in the light of these goals and objectives;

> Makes recommendations to the Board of Directors regarding the level of remuneration to be paid to the CEO and the other members of the Executive Committee, on the basis of these assessments and discussions and of a study of the levels of remuneration paid for similar functions in comparable companies.

The Remuneration and Appointments Committee will seek advice from the CEO about the measures it is induced to take in the matter of remuneration. The CEO will attend all meet-ings of the Remuneration and Appointments Committee dealing with matters of remu-neration, except when the Remuneration and Appointments Committee is discussing the remuneration of the CEO.

Rules of conduct

The Bank’s code of ethics and rules of busi-ness conduct and, unless stipulated otherwise, the other general rules of conduct applicable to the Bank’s management and offi cers apply also to the CEO and the other members of the Executive Committee. In particular:

> The rules of conduct regarding confl icts of interest set out in the Bank’s code of ethics and professional conduct and in the Charter of the Board of Directors;

> The Bank’s rules of conduct applying to the members of the Board of Directors regarding operations with a person with whom they are connected also apply to the CEO and the members of the Executive Committee;

> The rules of conduct regarding confi dential-ity set out in the Bank’s code of ethics and professional conduct apply to the CEO and the members of the Executive Committee.

>>>




The CEO and the members of the Executive Committee have a particular obligation:

> To a duty of loyalty to the Bank and its shareholders;

> To devote the necessary time and attention to the performance of their mandate in order to fulfi l their mission in the Bank’s interests;

> To defend the position of the Board of Directors on the Bank’s strategy, policies and activities;

> To the confi dentiality of the data provided to them and to the secrecy of discussions;

> To take care to avoid any confl ict of interest with the Bank or the customers. They must inform the Chairman or the Vice-Chairman of the Executive Committee of any confl ict of interest that may arise and apart from routine operations concluded under normal conditions must abstain from taking part in discussions and from voting on the item in question according to the Bank’s code of ethics. Any justifi ed abstention will be recorded in the minutes of the meeting.

THE CHARTER OF ETHICS

A banker has the trust of his customers, who make him the «depositary» of information about their wealth, their affairs and sometimes even their private lives. The customers‘ confi dence calls for knowledge of a number of ethical rules which must be respected by all of the Bank’s staff, including sub-contractors. The main aim of these ethical rules is to strengthen this climate of trust and esteem by codifying the principles which have generally fallen within the province of legislation and regulations or professional practices until now.

The main aim of these ethical rules

is to strengthen this climate of

trust and esteem by codifying the

principles which have generally

been a matter for legislation or

professional practices until now.

Some managers or departments (such as infor-mation technology for example) have further ethical rules in addition to this common base.

It should be borne in mind that the banking regulations relating to the code of ethics which are essential for the practice of the profession include awareness of «professional secrecy» and «insider trading».

Generally speaking, the behaviour of every member of staff must be guided by three general principles:

> To serve customers with diligence, loyalty and discretion,

> To respect the rules and integrity of the banking profession,

> To be loyal to the Bank and not to harm its interests.

All of these rules are set out in a Charter of Ethics issued to all of the Bank’s staff, who acknowledge receipt by signing a formal com-mitment to respect the the Charter in letter and in spirit.

These rules ensue from legal, regulatory and professional requirements, from general rules particular to RAWBANK and applying to all staff, and from ethical rules regarding the man-agement of accounts.

Any breach of the ethical rules is likely to consti-tute a professional misdemeanour and possibly a punishable offence.



THE COMPLIANCE CHARTER

The risk of non-compliance is defi ned as a risk of legal, administrative or disciplinary sanction, fi nancial loss or damage to reputation due to the lending institution’s non-observance of legal or regulatory measures, standards or professional and ethical practices which apply to it.

Ever since RAWBANK was established, its man-agement has undertaken to respect the laws, regulations and other standards applicable to the Bank’s activities and to see that these are respected by all staff. To achieve this it estab-lished the Compliance function which has the mission of protecting the Bank from any harm which might result from non-observance of these standards.

The aim of the Compliance Charter is to formal-ize the objectives, aims and organization of this function, and to defi ne its relationships with the other internal control bodies and with the entities involved in managing and controlling the risk of non-compliance.

The Compliance Charter is a sign

of RAWBANK’s commitment to

applying its policy of integrity based

on respect for the requirements of

the law and the regulations, and the

guarantee of its credibility.

Defi nition of the Compliance function

The Compliance function is defi ned as an offi ce with the aim of ensuring that the policy of com-pliance is followed and monitored; identifying and assessing the risk of non-compliance, and assisting and advising the Bank’s management in the control and management of this risk.

It acts independently in the following domains:

> The prevention of and fi ght against money laundering and the fi nancing of terrorism,

> Professional code of ethics,

> Risk of confl icts of interest,

> Protection of the confi dentiality of privileged information,

> Advice and control before the event,

> Establishing or reinforcing a culture of compli-ance within the Bank.

Responsibilities of the Compliance

function

RAWBANK’s Compliance function guarantees that the Bank’s activities are impeccable and fully compliant with the legal and regulatory framework, good business practices and the management standards defi ned by the Board of Directors and the Executive Committee.

Its responsibilities cover the following aspects:

> Instructions and procedures for implementa-tion of the compliance policy;

> Identifi cation of the standards in force;

> Identifi cation and assessment of the risk of non-compliance;

> Ensuring that the compliance policy is respected;

> Centralising information and the analysis and monitoring of compliance issues;

> Assisting and advising the Management in matters of compliance;

> Raising awareness of and training staff,

> Communicating with the authorities;

> Documenting internal work and reports.

>>>




Organization of the Compliance function

The Compliance function is fulfi lled by the Compliance Manager and the Head of the Litigation and Compliance department, assisted by the Compliance offi cers and the Specialist Committees.

> The Compliance Manager

Appointed by the Executive Committee, the Compliance Manager answers directly to the CEO, Chairman of the Executive Committee. His duties cover all domains of compliance, including in particular:

• To direct and coordinate the activities of the Specialist Committees and the Compliance offi cers assigned to the branches;

• To draw up the Bank’s compliance policy and the instructions and internal procedures for applying this, based on knowledge of the laws and regulations;

• To inform and advise the Bank’s Management and members of staff, to raise their awareness of the risks of non-compliance, and to monitor the observance of compliance;

• To exercise the right to initiate legislation over all tasks in the domains defi ned in the present Charter;

• To keep himself informed about all op-erations and activities and to inspect all documents, fi les and all other information media required for the fulfi lment of his duties;

• To answer to the Executive Committee for all matters relating to the domain of Compliance;

• To send a report to the Central Bank of Congo covering every aspect of the Bank’s Compliance function, in compliance with regulation no. 15, amendment 2;

• To send the Executive Committee an annual report setting out the broad outlines of the Bank’s Compliance activities and the pros-pects for the following year.

In the execution of his duties the Compliance Manager has direct access to the Chairman of the Board of Directors.

For matters regarding Compliance he liaises with the Courts and the control authorities (Central Bank of Congo, Financial Intelligence Unit etc.). The appointment of the Compliance Manager is communicated to the Central Bank of Congo and to CENAREF (the Financial Intelligence Unit).

> The Compliance Offi cers

The Compliance offi cers under the Compliance Manager are responsible for the Compliance function within the Bank’s branches.

They are attached to the Litigation and Compliance department, and perform their duties on the orders of and under the supervi-sion of the Compliance Manager. He approves their recruitment, their appointment and their grade.

The intelligence, integrity and discretion of the Compliance offi cers are essential to the proper operation of the Compliance function.

The functions of the Compliance offi cer include:

• Checking the compliance of documentation for opening accounts and instructions given by customers;

• Monitoring the application of the mecha-nisms for fi ghting against money laundering and the fi nancing of terrorism;

• Surveillance of customer operations;

• Issuing compliance advice on loan requests;

• Ensuring that operations initiated by the Bank comply with current laws and regulations;

• Training staff in compliance and particularly in the countering of money-laundering and the fi nancing of terrorism;



• Legal intelligence;

• Taking the minutes of meetings of the Compliance Committee and monitoring the execution of decisions taken in this area.

If the size of a branch does not justify the full-time appointment of a member of staff to assume the functions of the Compliance offi cer, the compliance checks which have to be carried out at the branch fall within the competence of the local body delegated to perform this task.

Without prejudice to the above, the Compliance Committee can determine the territorial competences of the Compliances offi cers by geographical area.

The functions of the Compliance offi cer are in-compatible with the commercial and operational functions. However, this rule does not apply to branch managers and to members of local Compliance committees who are also respon-sible for the Compliance function by delegation.

The Compliance offi cers send the Compliance Manager monthly reports on their activities, setting out the main compliance risks detected and the measures taken to improve control of them.

> The Specialist Committees

The Specialist Committees of the Compliance function are the Compliance Committee, which is attached to the Executive Committee and the constitution of which is determined by the Board of Directors, and the local Compliance committees established within the branches by the Compliance Committee.

Control of the Compliance function

While it is an integral part of the Bank’s internal control mechanism, the Compliance function also comes within the fi eld of investigation and control by the Internal Audit.

As part of its surveillance mission, the Internal Audit regularly checks that the Bank has an appropriate Compliance function which is truly independent and which has adequate means of action.

THE INTERNAL CONTROL CHARTER

To achieve their objectives, banking institutions are generally exposed to a number of risks, the frequency, gravity and volatility of which may vary in scale. These various types of risk include loan risk, market risk, liquidity risk, operational risk, legal risk, interest rate risk, reputational risk etc. For better awareness of these risks they need to be identifi ed, assessed, classifi ed and centralized in a single document or fi le called «risk mapping».

Given the scale and diversity of these risks, Internal Control constitutes an essential instru-ment for their management and plays a major role in ensuring the continuity of the Bank’s activities. It is part of a regulatory framework imposed nationally by the Central Bank of Congo (BCC) and the subject of a great deal of work at international level by COSO (Committee of Sponsoring Organizations of the Treadway Commission) in USA and the Basel Committee in Europe.

Internal Control is a series of mechanisms focused on all the Bank’s management systems, both operational and functional. The principles, concept, objectives and framework for these are defi ned by BCC in its 67-article regulation no. 17, «Precautionary rules regarding internal control and compliance».

>>>




Thus according to Articles 4 and 5 of this regulation, the Internal Control system com-prises all the mechanisms selected by the decision-making body (the Board of Directors) and implemented by the executive body (the Executive Committee) in order to ensure that the Bank’s activities are controlled at all levels. Internal Control includes:

> A system for controlling internal operations and procedures,

> An organizational system for accounting and information processing,

> Systems for measuring, controlling and moni-toring risks and results,

> A documentation and information system.

For application of the internal controls thus defi ned within RAWBANK, risk management is the duty of the Operational Risks Committee while the task of risk mapping falls to the Risk Manager.

The Bank’s Internal Control mechanism is char-acterized by:

> The establishment of a good organizational structure: strict separation of tasks and func-tions, delegation of powers, the setting of overall and operational limits, the allocation of menus and user authorizations in the various IT systems with secret codes etc.

> Publication of organization charts, the col-lection of signatures, the accounting plan, banking procedures, overall and operational limits, instructions, circulars, internal memos, staff notices, safety notices, minutes of Committee meetings and other appropriate documentation;

> The execution of control tasks throughout the Bank, including activities as varied as data entry, validation, authorization, initial-ling or signing of documents, checklists, data comparison and reconciliation, adjustment, reconstruction, physical inspections, monitor-ing of the limits set, securities management, protection of assets, fi refi ghting etc.

To optimize the way these work at all levels of the organization Internal Control operates on three levels.

First level control is carried out within each operational entity (counter, front/back offi ce, treasury) or functional entity (Compliance, Human Resources, general departments, Accounting, Marketing, Information Technology) to which tasks are allotted. This control is inte-grated into the everyday running of each entity.

Its aim is to guarantee the regularity, security and validation of the operations performed and observance of other measures regarding the monitoring of the risks associated with these operations.

Generally speaking it consists of two stages.

> It is fi rst carried out by all sales staff and is based on observance by each of them of all the rules, standards, instructions and procedures in force for all operations they are handling at all times. It is similar to the self-checks carried out by an operator on his own opera-tions before, during and after they take place in order to ensure their compliance.

> It is then carried out by the line manager, who validates operations with a second signature etc. As in the fi rst stage, this second stage of fi rst level control takes place either before, during or after the operation.



Second level control is carried out by an entity which is separate from the entities to which the tasks are allocated. This control is carried out subsequently, at suitable intervals. Its objective is to check the regularity and compliance of the operations carried out by a particular unit or entity and to monitor a particular type of risk.

Examples:

> The Compliance Offi cer examines the listings sent to him to look for any unusual operations in relation to the law on combating money laundering and the fi nancing of terrorism;

> The auditors check the departments’ account-ing documents for regularity and compare them with the diarized accounting entries;

> The Accounts department checks the correct-ness of the accounts and the observance of accounting methods and rules.

Third level control is generally performed by the Internal Audit. It takes place subsequently, either at sporadic intervals or unannounced.

This mechanism checks the regularity and compliance of operations, the observance of instructions and procedures, the effectiveness of the fi rst and second level control mechanisms and their appropriateness to all the types of risk associated with operations.

INTERNAL AUDIT CHARTER

The role of Internal Audit is to assess the effectiveness and relevance of the control mechanisms implemented, and if necessary to detect weaknesses and propose solutions and improvements. BCC Article 23 of regulation no. 17 specifi es that the function of the internal audit is to «ensure exhaustive monitoring of the internal control system and to monitor its coherence by assessing the various levels of control within the institution».

To ensure its independence, RAWBANK’s Internal Audit comes within the remit of the Audit Committee to which it reports. This at-tachment for its part requires an attitude of neutrality and objectivity. The auditors refrain from involving themselves in operational func-tions or in any activity likely to compromise the independence and objectivity of their assess-ments and reports.

According to the Internal Audit Institution (lAI) defi nition of June 1999, the Internal Audit is «an independent and objective activity which gives an organization an assurance as to the degree of control over its operations, advises it on how to improve these, and helps to create added value. It helps the organization to achieve its objectives by introducing a systematic and disciplined approach for assessing and improving the ef-fi ciency of its risk management, control and corporate governance».

According to this defi nition the Internal Audit as a part of the internal control system has the following objectives:

> To ensure the existence of a good inter-nal control system allowing effective risk management,

> To promote and develop the concept and culture of internal control,

> To continuously monitor the effi ciency of its operations,

> To give opinions, assessments, advice and recommendations for improving its effi ciency,

> To regularly inform the Audit Committee, the Board of Directors and the Executive Committee independently.

>>>




Domain of competences and powers

The Bank’s Internal Audit is decentralized: some of the auditors are based in the interior of the country as well as in Kinshasa.

Its purpose is to control all of the Bank’s opera-tions, functions and entities. It acts in both the operational and the functional domains. In order to do so it has full access to the documents, offi ces, equipment and persons necessary for the proper execution of the audits.

All members of staff in an entity under audit must cooperate fully with the Internal Audit while the audit is being conducted.

In view of the above, the internal audit has the following powers:

> To intercede in all operational and functional entities of all the branches and at Head Offi ce, according to the Audit Plans;

> To communicate the results of its investiga-tions to all Bank staff audited and in particular to the Board of Directors, the Audit Committee and the Executive Committee;

> To have right of access to the general man-agement and the operational and functional departments at all times.

Organization and operation

In compliance with the Internal Control Charter, the audit assignments are third level controls. They are conducted sporadically or unannounced.

These assignments are conducted on the basis of a plan based on the risks in order to defi ne priorities consistent with the Bank’s objectives. They are sometimes carried out because of an enquiry.

The Audit Plans drawn up quarterly by the Head of the Internal Audit are approved beforehand by the Audit Committee.

An update on the state of progress of the work is given by Internal Audit whenever requested by the Audit Committee.

The audit reports are sent to the Audit Committee and copied to the CEO, the Secretary General, the departments at Head Offi ce, the organiza-tion, the line manager of the audited entity and the audited entity itself.

Internal Audit follows up recommendations by monitoring the effectiveness of corrective actions implemented by the operational Heads following the audit reports.

An annual activities report is sent by the Head of Internal Audit to the Audit Committee and copied to the Executive Committee.

Rules of conduct

Internal Audit has a strict obligation to exercise restraint: its criticisms are aimed at organiza-tions and systems and not at individuals. Besides being subject to strict professional secrecy, the auditors must comport themselves in such a way that their integrity and good faith cannot be called into question.

The assignments are conducted without preju-dice and in complete objectivity, impartiality and honesty. Internal Audit respects the procedure of holding discussions in the presence of all parties; its fi ndings and recommendations are always made known to the auditees in advance before the reports are published.

Internal Audit respects the professional norms generally recognized as standards in the profes-sion. It also respects the code of ethics of the Internal Audit Institution (IAI).

If any case of fraud or irregularity is discovered, the auditor immediately informs the Chairmen of the Audit and Executive Committees and proposes the necessary measures.



Banks are exposed to various r isks in their everyday business

act iv i t ies. These r isks become more diverse and complex as the

Bank’s operations expand. Appropriate management of these

r isks is therefore a v i tal part of banking management.

> SECTION

05. RISK MANAGEMENT


| 61S E C T I O N 0 5 - R I S K M A N A G E M E N T

The taking of risks is essential to allow a bank to generate income. The profi t

objectives are set after all conceivable risks have been taken into consideration

and after the necessary precautions have been taken to manage these risks.

The Bank has a Risks Committee set up to control the scope of the Bank’s risks,

to promote effective management of all types of risk and to encourage the

establishment and maintenance of an effective risk culture.

The main risks to which the Bank is exposed are:

> loan risk

> market risk

> liquidity risk

> operational risk.



This risk results from the fi nancing of invest-ments or trade, treasury and other activities undertaken by the Bank. Credit risk is the subject of active monitoring in accordance with the Bank’s loans policies and other related poli-cies clearly defi ning the delegation of powers, policies and procedures.

Credit risk is managed on the basis of the borrower’s or counterparty’s risk profi le, re-payment sources and the nature of cover and on current events and growth prospects for the economic sector concerned. The Bank regularly

examines, measures and manages its loan risk exposure concentrations by industrial sector, by product and by customer in order to avoid unacceptable risk levels.

The Bank regularly examines its loan portfolio in order to identify loans which are not per-forming; appropriate provisions for loan losses are made in accordance with the regulations issued by the Central Bank of Congo.

As at 31 December 2010, the Bank’s loans not performing (net provisions) represent only 0.56% of the total loans portfolio.

> 1.

Credit risk

Loan risk is the risk of loss resulting from the inability of the borrower

or counterparty to meet his obligations.

DISTRIBUTION OF LOANS PORTFOLIO AS AT 31/12/2010

8.13% Extractive industry

7.66% Information & Communication

7.41% Transport & Warehousing

6.71% General commerce

5.73% Oil & Gas

4.5% Utilities

3.67% Construction

Public administration services

24.90%

Individuals / Retail 16.74%

General commerce

9.07%

1.81% Manufacturing industries

0.88% Diamond

0.80% Timber

0.60% Healthcare equip. services

0.54% Food production and processing

0.36% Schools and Universities

0.28% Agriculture

0.16% Hotels, restaurants, etc.

0.04% Others

0.01% Finance and Insurance



Expressed in USD, the Bank’s loans portfolio stabilized at a level of USD 97.8 million in 2010. It is diversifi ed across a number of sectors of the economy, as shown in the graph below.

RAWBANK has always respected

its commitments to its customers;

this is one of the reasons

justifying limited exposure to the

companies in the RAWJI Group.

The Bank’s exposure to the

companies in the group in fact

represents only 4.53% of the total

loans portfolio as at 31 December

2010. The companies in the RAWJI

group are free to choose their

own bank(s).

> 2.

Market risk

Market risk is the risk of seeing asset and

liability levels or income negatively affected by

changes in market conditions.

This risk is the result of uncertainty re-garding changes in market prices and rates, including interest rates, share prices, exchange rates and commodity prices, or in the correlations between them or their volatility levels.

The Bank has established risk man-agement policies and limits in order to monitor, measure and control its exposure to market risk.



The Bank has a policy of maintaining the necessary liquidity levels to meet its payment obligations at any given time, in normal condi-tions and in conditions that might be made diffi cult by the economic situation.

The Treasury is responsible for managing the Bank’s liquidity risk. The framework for managing liquidity risk is designed to identify, measure and manage the Bank’s position with

regard to liquidity risk. The Bank’s liquidity position is regularly examined by the Asset & Liability Committee.

The Bank’s asset and liability positions accord-ing to their residual maturity as at 31 December 2010 are as follows:

> 3.

Liquidity risk

Liquidity risk arises when payment obligations are not met when

they fall due.

In equivalent USD Maturity mismatch TOTAL

< 1 month 1 - 3 months 3 - 6 months6 months -

1 year1 - 3 year > 3 years

Total Assets 299 893 480 11 288 392 17 958 624 20 514 505 35 984 262 284 428 385 923 692

Total Liabilities 323 012 653 4 179 704 3 580 760 6 334 715 2 114 500 46 701 361 385 923 692

Maturity gap -23 119 172 7 108 687 14 377 865 14 179 790 33 869 762 -46 416 932 -

Cumulative maturity gap -23 119 172 -16 010 485 -1 632 620 12 547 170 46 416 932 0 -

Cumulative maturity gap as % of regulatory capital

-54% -37% -4% 29% 107%

The Bank has a well-diversifi ed fi nancing profi le in terms of types of investor and product. It maintains a loans-to-deposits ratio of less than 50%, which is the key element of its liquidity risk management framework.

The resources destined for funding the Bank’s base activities are deposits from private indi-viduals and enterprises.

Interbank fi nance is used as a source of additional funding in order to fi nance only short-term requirements, in local currency.



Operational risks can harm the Bank’s reputa-tion, with negative legal implications leading to fi nancial loss.

No bank can completely eliminate operational risks, but they can be managed by means of a control framework through which the bank can monitor and react to such potential risks.

The control framework calls for an effective separation of functions, clearly defi ned work-fl ows and authorization and reconciliation procedures, staff training and recourse to an internal audit.

> 4.

Operational risk

MAIN RISK MANAGEMENT INDICATORS

31/12/2010 31/12/2009

Loans to deposits ratio 32.50% 42.38%

Net non performing loans to total loans ratio 0.56% 0.57%

Tier I capital adequacy ratio 12.24% 9.55%

Total capital adequacy ratio (min. 10%) 22.44% 18.39%

Quick ratio (min 80%) 80.34% 80.11%

Short term liquidity ratio (min. 80%) 90.73% 92.06%

Long term liquidity ratio (min. 80%) 136.66% 178.03%

Foreign currency exchange risk ratio (max. 15%) 8.98% 4.12%

Liquid Assets to total Assets 65.59% 58.80%

Equity to Assets ratio 11.19% 10.39%

Operational risk is the risk resulting from the inadequacy or failure of

internal procedures, persons or systems, or from external events.



Four main strengths characterize RAWBANK’s role as a

responsible enterprise at the centre of the Congolese economy:

- The challenge of quality for the benefit of the customer,

expressed in this annual report under the title «Horizon

Excellence»;

- The desire to develop high qual i ty human capital , among other

things through the creation of the RAWBANK Academy;

- The ambition to achieve sustainable development by

establishing a policy for managing social and environmental

risks;

- Involvement in Congolese society through the Rawji Foundation.

> SECTION

06. CORPORATE SOCIAL RESPONSIBILITY


| 67S E C T I O N 0 6 - C O R P O R A T E S O C I A L R E S P O N S I B I L I T Y

Created in December 2008, the Quality depart-ment focuses primarily on the welcome given to customers at its counters and on optimizing the training of team members in contact with the Bank’s customers. A Quality Charter has been signed by all members of staff; its aim is to make each employee aware of how he or she contributes to the Bank’s success by adopting a positive attitude in everything that he or she does at work.

A Quality Committee was established in 2009; it has fi ve members and is chaired by the Head of Marketing & Communication, who is also the Deputy Secretary General and a member of the Executive Committee. It meets twice a month. Its remit is to ensure that the standards set out in the Quality Charter are implemented through effective controls; to detect deviations from these standards, and to initiate corrective measures as necessary.

> 1.

Horizon Excellence

The RAWBANK Quality Charter

We the staff of RAWBANK commit to:

> Taking pride in our appearance and our working

environment

> Maintaining willing collaboration and good

communication between departments and staff in

the higher interest of the Bank

> Dealing with our customers with kindness and

courtesy

> Being available, listening and advising our

customers as true professionals

> Ensuring the confi dentiality of information intended

for the customers

> Adopting a discreet tone in order to personalize

communications with the customers

> Resolving all justifi ed customer complaints to the

customer’s satisfaction

> Respecting working hours and managing our

working time to ensure quality service at all times

> Improving our knowledge of banking products and

services

> Immediately reporting any failure of the system,

whether this is a material failure or a failure in the

application of general work procedures

> Using only the French language internally in the

workplace during working hours

> Taking care not to accumulate a backlog and dealing

with every request within an interval which is not

detrimental to the Bank or to the clientele

The commitment to serve our customers

RAWBANK is a service company. This one word «SERVICE», by its very defi nition,

provides the qualitative dimension to the Bank’s commercial approach for the

benefi t of Congolese community and an increasingly demanding clientele. These

high demands are justifi ed simply by the trust that the customers show in their

bank. RAWBANK has integrated this notion into the corporate culture that has

prevailed since the Bank fi rst opened its counters in 2002.



THE 2010 CUSTOMER SATISFACTION SURVEY

A major customer satisfaction survey was or-ganized during the fi rst half of 2010 in the Corporate sector. Around 40 directors of com-panies from various sectors were thus given the opportunity to express their concerns and expectations and to rate the quality of their relationship with their Account Manager.

The results of this survey are used as an impor-tant management tool for optimising the Bank’s commercial organization and for making the staff even more aware of the notion of service quality, translated through the three key words «Respect – Rigour – Rapidity».

THE OPERATION OF THE INTERNAL

CALL CENTER

RAWBANK is the only bank in DRC to have a Call Center which is accessible continuously from 0800 to 2300 hours. The Call Center is also a distinctive sign of quality in a responsible company motivated by the will to offer a top level service.

Created in February 2009 with a staff of three initially, since the start of 2010 the Call Center has been manned by a team of fi ve between 0800 and 1700 hours. An extra member of staff joins the team at 1600 hours and mans the Call Center until 2300 hours.

The role of the Call Center is twofold:

> To call customers when justifi ed by infor-mation regarding the management of their accounts,

> To take calls from customers encountering diffi culties, via a toll free number which is completely free of charge. Different numbers are given according to the mobile phone op-erator used by the customer.

>>>

Horizon Excellence



THE BANKER AWARD 2010

For the second year running, RAWBANK was named Bank of the Year in DRC by the maga-zine The Banker. The award was presented to the Bank’s Financial Director at a ceremony in London in December 2010.

This second award recognizes the Bank’s rapid and continuous development within the Congolese economy, characterized by a vast network of branches, the quality of its diverse range of innovative products and services, its penetration of the Retail market and the Bank’s strong and recurrent profi tability.

Having been honoured in this way, RAWBANK aims to set itself the diffi cult but motivating challenge of serving as a model responsible company helping to develop banking services in the Democratic Republic of Congo.

THE RAWBANK ACADEMY

The banking sector moves in an increasingly complex and competitive world. It therefore needs to be particularly alert, to update its knowledge constantly and to continually build on its skills.

In order to best anticipate the diverse training requirements for which the Bank will have to provide increasingly specialized solutions, the general management put forward a proposal to the Board of Directors to create the RAWBANK Academy, a training centre dedicated to the banking profession. The resolution was passed on 20 March 2010 and the Academy opened its doors in May 2010.

Initially three objectives have been assigned to the RAWBANK Academy:

> To guarantee the greatest possible integration of new staff into the Bank by giving training in the basic notions of banking language, ethics and professional conduct;

> To ensure that the greatest possible use is made of banking tools and techniques in order to promote a quality service;

> To improve the skills and performance of the Bank’s staff and managers through continu-ous training.

To date three training modules have been de-veloped to meet these three objectives:

> the introduction to banking module,

> the specifi c training module,

> the general knowledge module.



The RAWBANK Academy favours using the Bank’s internal trainers to produce this program. It occasionally calls upon external expertise for the general knowledge modules dealing with issues such as management problems.

RAWBANK’s entrepreneurial approach is thus in keeping with its role as a responsi-ble company contributing to the sustainable development of the Congolese economy and Congolese society.

An e-learning centre will also become

operational during the first half of 2011.

>>>

Horizon Excellence



The social and environmental risk management system is supervised by a Sustainable Energy Management Systems Offi cer (SEMS Offi cer). He focuses essentially on the following points:

> Ensuring that all activities undertaken by the Bank comply with the Bank’s’ rules on this subject and with all national and inter-national laws, regulations and agreements;

> Ensuring that all plans and fi nancing are examined for compliance with these same laws, regulations and agreements;

> Financing projects only if they are conceived, conducted and managed in a way that is com-patible with the regulations;

> Giving all the necessary attention to ensuring that all loans are continually managed in compliance with the regulations throughout the term of the fi nancing by the Bank;

> Ensuring the transparency of the Bank’s activities;

> Ensuring that the management and share-holders of customer enterprises understand the Bank’s policy in this domain.

This policy has been set out in a circular sent to all of the Bank’s operational staff.

Since 1 June 2010, all of the Bank’s

loan agreements, for whatever

sum and whatever the category

of the project (high, medium or

low risk), contain appropriate

clauses, guarantees and covenants

demanding that the projects comply

with national and international laws

and regulations regarding respect

for the environment, health and

safety and social requirements.

In this context, a list has been drawn up stipulating those industrial and commercial ac-tivities which are not eligible for funding from the Bank. Information and control procedures have been drawn up to this effect.

The Bank’s customers must be able to demon-strate the compliance of their activities with the current regulations. The proof of compliance must fully satisfy the SEMS Offi cer, even if it is necessary to seek the opinion of third parties such as the regulatory bodies or IFC.

The level of social and environmental com-pliance will be assessed annually and if necessary, information will be given on the implementation of corrective measures. This annual assessment is aimed at those of the Bank’s customers receiving fi nance equal to or higher than USD 1 million, insofar as their projects have been graded as high or medium risk.

> 2.

Management of social and environmental risks

A social and environmental risk management policy was defi ned and

implemented in 2010. Its aim is to guarantee social and environmental risk

management practices within the Bank at all times, in its own activities and

in the activities it undertakes on behalf of its customers. This plan falls within

the framework of the partnership agreement concluded between the Bank

and the International Finance Corporation (see page 33).



STRONG RISE IN THE NUMBER OF JOBS

IN 2 YEARS

The rate of increase in the number of jobs matches the development rate of the network of branches throughout the country and the growth of the main management indicators. It is an expression of the dynamism of RAWBANK’s entrepreneurial strategy.

Supported by 515 members of staff as at 31 December 2010, the Bank has become the main employer in the banking sector in DRC. Following very strong growth of 44% in 2009, the rate of increase continued at 19% in 2010. This growth is aimed at meeting the require-ments of the Bank’s ever-growing clientele as effi ciently as possible.

The age histogram shows an average age of 34. This is a measure of dynamism, but it calls for an intensive training program in banking tech-niques and behavioural methods to continually improve the quality of customer relations.

> 3.

Social audit

The human capital at the heart of the corporate plan.

More than ever in the context of the rapid development in employment,

the priorities of the Human Resources department are the building up of

professional skills through appropriate training plans within the framework

of the RAWBANK Academy, the notion of quality that every member of staff

needs to assimilate and put into practice, and workforce planning.

Total jobs as at 31/12/2010

2002

2003

2004

2005

2006

2007

2008

2009

2010 324 191

Men Women

Age pyramid as at 31/12/2010

300

250

200

150

100

50

0

21-29 30-39 40-49 50-59 60 et +

136

315

3524

5

RAWBANK attracts, trains and retains the

people with the best skills, as confirmed by the

motivation level of all its staff and by its loyalty

statistics (less than 2% left voluntarily in 2010,

in a competitive market which has become very

aggressive in the search for skills).



In this sense, the creation of the RAWBANK Academy in 2010 (see page 69) is a strong new asset for strengthening and perpetuating the quality of the Bank’s human capital.

REINFORCEMENT OF POLICY OF

TRAINING STAFF, MANAGERS AND

MEMBERS OF MANAGEMENT

Forty-three different courses and training ini-tiatives were run in 2010 and attended by a total of 635 participants across all courses. These courses, ranging in length from a few hours to several days, dealt not only with the banking profession and banking practices but also with more technical aspects such as information technology, communication and management training, right up to MBA business adminis-tration programs followed by four managers in 2010.

SOCIAL DIALOGUE AND STAFF

SUPPORT MEASURES

There is a permanent framework for dialogue between the general management and the staff representatives, expressed in practical terms by at least one meeting every quarter.

The Bank’s social policy is aimed at the the greatest possible integration of each member of staff into the life of the Bank, and the effective sharing of its corporate culture.

It is from this perspective that a series of meas-ures has been instituted to support the staff in their private and professional lives, such as the easing of conditions for granting loans and the possible granting of a home loan or the funding of high level studies for executives who have performed particularly well and who have studied to at least BAC+5 level. Financial assistance is also given at the start of the school year for the children of Rawji Group employees, within the scope of the Rawji Foundation. Staff also enjoy a number of other benefi ts, whether within the legal framework or the extralegal framework of their employment contract.

In all cases the emphasis is on the satisfaction

of members of staff at their work through

continuous specific training that takes account

of their motivations and gives them the chance

to realize their personal ambitions in the

service of the Bank and its customers.



An apolitical, non-governmental and non-sectarian public service institution, the RAWJI Foundation offi cially came into being on 4 December 2004 in Kinshasa under law no. 004/2001 of 20 July 2001 regarding non-profi t making associations and public service institutions.

Its co-founders are Mushtaque RAWJI, Mazhar RAWJI, Zahir RAWJI, Sirazali H. HEMRAJ, Aslam RAWJI and Murtaza RAWJI.

The objective of the Foundation is to contribute to the education of the young people of Congo and to promote development in the DRC by:

> Establishing schools

> Establishing hospitals

> Establishing leisure centres

> Establishing radio and television stations

> Establishing care homes for the elderly

> Developing sources of drinking water

> Assuming responsibility for study grants

The Foundation’s resources come from the co-founders, state grants, charitable organizations, donations, legacies and voluntary contributions.

On 30 April 2007 the RAWJI Foundation re-ceived the Diploma of Merit from the University of Congo in recognition of the many initiatives undertaken by the Foundation for the benefi t of Congolese universities between 2003 and 2006.

By ministerial decree no. DRC/

102/CC/CABMIN/AFF-SAH.SN/010

of 13 October 2010, approval

was granted to the non-profit-

making association named «RAWJI

Foundation», now registered under

entry no. 0131/2010.

ACTIVITIES OF THE RAWJI FOUNDATION IN

2010

The activities of the RAWJI Foundation focused on four main areas in 2010:

> The prizes for excellence

> Assistance with schooling for the children of RAWJI Group employees

> Financial support for publications

> Investments.

Awarding of the prizes for excellence

In 2010 the Foundation awarded prizes for excellence to 93 fi nalists who achieved the highest distinction in their exams in their re-spective faculties at 19 Congolese universities, amounting to a total sum of USD 232,500. These universities were on their annual closure in line with the academic calendar.

> 4.

A Group committed to Congolese society

As a RAWJI Group company, RAWBANK contributes to a

number of projects connected with social and cultural

development in DRC.



Financial assistance at the start of

the school year

The second area of activity focused on pro-viding fi nancial assistance at the start of the school year for the children of RAWJI Group employees. To alleviate the effects of the inter-national fi nancial crisis on household budgets, the RAWJI Foundation decided in 2009 to give fi nancial assistance to all children of RAWJI Group staff aged between 3 and 25 years ac-cording to its own criteria.

This assistance takes the form of a contribution towards school fees and the purchase of text books, subject to certain conditions such as presentation of the school report book.

In 2010 a total sum of USD 836,000 was paid out to help 2,708 children, distributed as follows:

> 376 at infant school,

> 1161 at primary school,

> 906 at secondary school,

> 265 at university.

The companies concerned in the RAWJI Group are BELTEXCO, PRODIMPEX, MARSAVCO, PROTON ALUKIVU, RAWBANK, PARKLAND, RAFI and TUKUTUKU.

Investments

In 2010 the Foundation funded several invest-ments for an overall sum of USD 544,372. Its main investments were as follows:

> The purchase of a plot of land and the pre-liminary building works for an orphanage in Barumbu (Kinshasa) for the sum of USD 307,481;

> A contribution to the equipment of the State High School in Lubumbashi in the sum of USD 31,521;

> The renovation of the gynaecology wing at the Kinshasa University Hospital for the sum of USD 49,128;

> The purchase and installation of solar panels at the Technical Institute in Kimpemba, Lower Congo, for the sum of USD 19,600;

> The rebuilding of the lecture theatres in the Faculty of Law and the Faculty of Economic Sciences and Management at the University of Kisangani in the eastern province for the sum of USD 38,870;

> The construction of 1000 benches, 50 tables and 50 chairs for the schools in the city commune of Kinshasa for USD 83,500.

Professor LUKUSA DIA BONDO,

Administrator and Assistant Director of

the RAWJI Foundation.



Financial support for publications

Funding in the sum of USD 50,400 was given for the writing and publication of four works in 2010. These were:

> MUABILA MALELA: Le devoir de mémoire.

> NDESHO RUSIHOSE: L’héritage de l’OUA,

> KABEMBA BIA BULULU:Histoire de l’enseignement médical en RDC,

> MUSENGA, ILASHI et KALONJI: Mathématiques fi nancières,

médical en RDC,

>>>

A Group committed to Congolese society



EXTRACT FROM THE 2010 FINANCIAL

REPORT OF THE RAWJI FOUNDATION (FIGURES IN USD, OMITTING DECIMALS)

RESOURCES 2010 2009

Contributions from co-founders 2,703,410 1,249,954

Sundry

Total resources 2,703,410 1,294,954

USAGE

Prizes for excellence 225,000 177,500

Schooling assistance 836,000 704,182

Operating costs 34,525 22,651

Investments 562,552 109,483

Support for publications 59,290

Donations and gifts 27,550 6,000

Sundry 12,460 11,705

Total usage 1,764,877 1,031,521

Funds available as at 1 January 767,758 549,325

Funds available as at 31 December 1,706,291 767,758

Every year the accounts of the Foundation are audited by the independent auditor PricewaterhouseCoopers. The 2009 fi gures are certifi ed. The 2010 fi gures are currently under audit at the time of publication of the RAWBANK annual report.



- The Bank’s net income (in CDF) has grown by 90%.

- Balance sheet total: more than USD 387 mill ion.

- ROE: 20%

- RAWBANK is now a f irst rate f inancial partner in the DRC.

> SECTION

07. FINANCIAL REPORT


| 79S E C T I O N 0 7 - F I N A N C I A L R E P O R T

1. We have audited the accompanying fi nancial statements of RAWBANK s.a.r.l., which comprise the balance sheet as at 31 December 2010, the income statement, the statement of changes in equity and the cash fl ow statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes.

2. Management is responsible for the preparation and fair presentation of these fi nancial statements in accordance with Generally Accepted Accounting Principles in the Democratic Republic of Congo and with the requirements of the Central Bank of Congo. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

3. Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and dis-closures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control rel-evant to the entity’s preparation and fair presentation of the fi nancial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

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

5. In our opinion, the fi nancial statements present fairly, in all material respects, the fi nancial posi-tion of RAWBANK s.a.r.l. as of December 31, 2010, and the fi nancial performance and cash fl ows for the year then ended in accordance with Generally Accepted Accounting Principles in the Democratic Republic of Congo and with requirements of the Central Bank of Congo.

22 March 2011

PricewaterhouseCoopers sprl

> 1.

Independent accountant’s report on financial statements as at 31 December 2010

This is a free translation into English language of the statutory

auditors’ report issued in the French language and is provided solely

for the convenience of English speaking readers. This report should

be read in conjunction with, and construed in accordance with,

Congolese law and professional auditing standards applicable in

the Democratic Republic of Congo.



ASSETS NOTE 2010 2009

Treasury and interbank operations

Cash and balances with Central Bank of Congo 4 75,091,727 53,200,886

Balances with other banks 5 117,591,132 107,320,651

Call money - 780,000

Treasury bills 6 36,405,035 889,627

229,087,894 162,191,164

Operations with customers

Bills receivable 7 3,594,098 2,738,501

Loans and advances 8 84,856,567 85,637,746

88,450,665 88,376,247

Third party accounts and regularization

Prepaid expenses and other 9 8,548,934 7,454,691

Sundry debtors 10 3,084,272 2,065,936

11,633,206 9,520,627

Fixed assets

Net fi xed assets 11 20,106,350 14,216,547

20,106,350 14,216,547

TOTAL ASSETS 349,278,115 274,304,585

OFF BALANCE SHEET

Commitments given 36 95,467,459 33,039,379

Commitments received 37 23,395,501 960,194

Forward exchange operations 38 35,975,890 8,976,039

Internal guarantees 39 19,989,525 2,005,000

TOTAL OFF BALANCE SHEET 174,828,375 44,980,612

BALANCE SHEET AS AT 31 DECEMBER 2010 AND 2009

(EXPRESSED IN THOUSANDS OF CDF)

Notes 1 to 39 are an integral part of these fi nancial statements.

> 2.

Annual accounts




CURRENT LIABILITIES NOTE 2010 2009

Treasury and interbank operations

Due to Central Bank 12 2,341,378 162,122

Banks and other fi nancial institutions 13 741,607 129,961

3,082,985 292,083

Operations with customers

Current and savings accounts 14 259,540,954 204,274,426

Term deposits 15 12,595,519 7,801,903

272,136,473 212,076,329

Third party accounts and regularization

Accruals 16 10,841,768 14,119,782

Sundry creditors 17 17,782,423 13,072,484

28,624,191 27,192,266

NON CURRENT LIABILITIES

Equity

Share capital 18 14,536,093 10,066,009

Legal reserves 801,680 511,381

Retained earnings 2,535,983 -

Profi t for the year 5,182,810 2,793,123

General provision 19 1,818,056 1,968,724

Revaluation reserve 5,174,087 4,271,139

30,048,709 19,610,376

Other non current liabilities

Subordinated loan 20 9,050,445 8,902,077

Long term loan 21 6,335,312 6,231,454

15,385,757 15,133,531

45,434,466 34,743,907

TOTAL LIABILITIES 349,278,115 274,304,585



NOTE 2010 2009

Income from treasury and interbank operations 22 4,248,623 1,489,259

Income from operations with customers 23 15,978,402 10,719,776

Expenses on treasury and interbank operations 24 (978,163) (1,021,059)

Expenses on operations with customers 25 (1,663,409) (1,077,307)

Intermediation margin 17,585,453 10,110,669

Income from sundry bank operations 26 10,480,349 7,674,008

Expenses on sundry bank operations (453,726) (653,392)

Gross fi nancial margin 27,612,076 17,131,285

Other operating income 27 2,799,186 1,663,341

Exceptional income 28 1,435,516 1,114,124

General and administrative expenses 29 (15,902,242) (9,768,922)

Staff expenses 30 (4,857,648) (2,794,342)

Taxes (206,673) (85,033)

Other operating expenses 31 (1,522,613) (714,008)

Operating profi t before depreciation and amortization

9,357,602 6,546,445

Depreciation (2,177,220) (1,014,370)

Provisions write-back 32 3,061,193 1,768,528

Operating profi t before tax and exceptional items 10,241,575 7,300,603

Provision for doubtful loans and other 33 (2,826,455) (3,404,369)

Exceptional items (880,310) (564,550)

Profi t before tax 6,534,810 3,331,684

Income tax 34 (1,352,000) (538,561)

PROFIT FOR THE YEAR 5,182,810 2,793,123

INCOME STATEMENT FOR THE YEAR

ENDED 31 DECEMBER 2010 AND 2009(EXPRESSED IN THOUSANDS OF CDF)


>>>

Annual accounts



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR

ENDED 31 DECEMBER 2010 AND 2009


MOVEMENTS

OF THE YEAR

Balance at

01/01/2010

Increase Decrease Translation

difference

Balance at

31/12/2010

Share capital 10,066,009 4,470,084 - - 14,536,093

Legal reserves 511,381 - - 290,299 801,680

Profi t transfer to retained earnings - 2,793,123 - (257,140) 2,535,983

Profi t for the period 2,793,123 5,182,810 (2,793,123) - 5,182,810

General provision 1,968,724 - - (150,668) 1,818,056

Revaluation reserve 4,271,139 902,948 - - 5,174,087

19,610,376 13,348,965 (2,793,123) (117,509) 30,048,709



2010 2009

OPERATING ACTIVITIES

Operating income 34,942,076 21,944,780

Operating expenses (26,101,471) (16,025,222)

Deposits/ withdrawal by banks and fi nancial institutions 2,790,902 (1,635,584)

Loans and advances / Repayment of loans and advances extended to customers

(13,799) (38,423,272)

Deposits / withdrawal by customers 60,060,144 110,460,710

Amounts paid to personnel and sundry creditors 1,431,925 5,786,321

Other net cash fl ow from operating activities (2,112,579) (2,376,622)

Net cash fl ow from operating activities 70,997,198 79,731,111

INVESTING ACTIVITIES

Additions / Disposals / Adjustments (8,822,778) (6,247,513)

Net cash fl ow from investing activities (8,822,778) (6,247,513)

FINANCING ACTIVITIES

Increase of share capital 4,470,084 -

Long term loans 252,226 11,394,659

Net cash fl ow from fi nancing activities 4,722,310 11,394,659

Increase in cash and cash equivalents 66,896,730 84,878,257

Cash and cash equivalents at 1st January 162,191,164 77,312,907

Cash and cash equivalents at 31 December 229,087,894 162,191,164

STATEMENT OF CASH FLOWS FOR THE YEAR

ENDED 31 DECEMBER 2010 AND 2009


>>>

Annual accounts



1. ACTIVITIES

RAWBANK, a public limited liability company, was established following the authorization provided by the Presidential Decree no. 040/2001 of 8 August 2001.

The Bank was incorporated in accordance with provisions of the Congolese Banking Law no.72/004 of 14 January 1972 as amended by Law no.003/2002 of 2 February 2002.

The Bank was granted by the government decision 003 of 31 December 2001 some tax exemptions under the Congolese Investment Law. Thus the Bank has been enjoyed a corporate tax holiday up to the tax year 2004. This exemption was extended in 2005 under the terms of Interministerial decrees no. 029/CAB/ MIN/PLAN/2003 and no. 027/CAB/MIN/FIN/2003 dated 22nd March 2003 approving additional investments made by the bank. In 2010, the exemption relating to a part of the taxable income was notifi ed by Direction Générale des Impôts letter dated 15 November 2010.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The fi nancial statements are prepared, except for the fi xed assets revaluation, under the historical convention and in accordance with Generally Accepted Accounting Principles in the Democratic Republic of Congo and applicable regulations issued by the Central Bank of Congo.

2.2. FOREIGN CURRENCY TRANSACTIONS

Transactions denominated in foreign currencies are translated into local currency at the exchange rates prevailing within the banking system at the date of their occurrence.

Exchange gains or losses arising from transactions settlements during the year are recorded in the income statement

Assets and liabilities in foreign currencies are translated into local currency at the year-end exchange rates.

Gains and losses from the revaluation of the exchange position are recognized in the income statement.

> 3.

Notes on the financial statements as at 31 December 2010



2.3. FIXED ASSETS

Fixed assets are accounted for in accordance with the historical cost convention, as modifi ed by the revaluation of fi xed assets law no. 89/017 of 18 February 1989 in the Democratic Republic of Congo allowing companies to revalue their fi xed assets on the basis of legal coeffi cients published by the Ministry of Finance at the end of each accounting period.

Depreciation is calculated on the basis of the straight-line method to write off the book value of each asset over their estimated useful lives as follows:

Useful lives (years)

Buildings 20

Offi ce equipments and furniture 10

Vehicles 4

Computer equipments 5

2.4. PROVISION FOR CAPITAL MAINTENANCE

According to article 3 of Decree no. 04/049 of 20 May 2004 amending the Ordinance-law no. 77-332 of 20 November 1977, which provides the detailed rules for the application of Congolese Generally Accepted Accounting Principles, the banks are authorized to constitute a provision called “Provision for capital maintenance”. The purpose of this provision is to preserve the value of the share capital in terms of a hard currency.

The provision to be set up for a given period is based on the move of the exchange rate and the equivalent amount of the share capital in terms of hard currency.

This provision represents the difference between the value of the share of capital, in terms of hard currency translated in CDF, at the relevant closing and the opening exchange rates after taking into account the fi xed assets revaluation reserve.

In the event of increase of the share capital during the year, the exchange rate to be taken into account is the one related to the date of that increase and the closing exchange rate of the period.

This provision is tax period deductible and can be used only for an increase of the share capital under the following conditions:

- the provision should be certifi ed by an auditor ;

- the provision must be declared in the same conditions as that of taxable corporate income.

2.5. ACCOUNTING OF SHAREHOLDERS FUND IN FOREIGN CURRENCIES

The Central Bank of Congo has authorized banks to account for in a hard currency the provision for capital maintenance and their earnings. The related exchange difference is recognized in the current year profi t and loss account.

>>>

Notes on the fi nancial statements as at 31 December 2010



3. YEAR-END EXCHANGE RATESExchange rates as at 31 December 2010 and 2009 were as follows:

2010FC

2009FC

1 EURO = 1,174.7302 1,251.3146

1 USD = 905.0445 890.2077

4. CASH AND BALANCES WITH CENTRAL BANK OF CONGO

2010FC

2009FC

Cash in local currency 3,083,132 4,797,938

Cash in foreign currencies 53,986,100 33,658,906

Central Bank of Congo 18,022,495 14,744,042

75,091,727 53,200,886

The balance with Central Bank of Congo as at 31 December 2010 includes deposits in local currency and regulatory reserve of CDF 13.93 billion (Congolese Democratic Francs thirteen thousands, nine hundred and three million). This regulatory reserve is held in accordance with the Central Bank of Congo regulation no. 10.

5. BALANCES WITH OTHER BANKS

2010FC

2009FC

Ordinary accounts in foreign currencies (a) 32,087,720 60,745,774

Deposit accounts in foreign currencies (b) 80,822,085 40,534,833

Cash collateral (c) 1,558,231 984,942

Cash collateral for letter of credits (d) 3,117,905 5,055,102

Other banks 5,191 -

117,591,132 107,320,651

(a) Ordinary accounts are mainly held with Citibank New-York, Habib American Bank New York, ING Bank Belgium, Fortis Bank and Commerzbank. These accounts are mainly held in USD and EURO with a total deposit of USD 30.77 million and EUR 3.34 million respectively.

(b) Deposit accounts represent the funds placed with the correspondent banks viz USD 23.70 million and EUR 4 million with ING Bank, USD 17 million with Standard Bank of South Africa, USD 15 million with Fortis Bank, USD 11 million with Commerzbank, USD 5.20 million with ABSA Bank, USD 5 million with Société Générale, USD 4.20 million with Byblos Bank and USD 3 million with ICICI Bank.

(c) Cash collateral represents the funds held as security deposit for the guarantees issued by the correspondent banks mainly USD 1.55 million with ING Bank. This security is issued in order to cover arbitrage and placement operations.

(d) Cash collateral for letters of credit represent the funds held as security deposit for the letter of credit confi rmed by the correspondent banks mainly USD 1.55 million with Bank of China and USD 1.06 with Fortis Bank. (Note 16.a).



6. TREASURY BILLS

This caption is made up of Treasury bills subscribed by Rawbank of FC 35.50 billion and the Treasury bills of US Government of USD 1 million with a maturity terms of 6 months.

7. BILLS RECEIVABLE

2010FC

2009FC

Bills discounted (eligible for rediscount with BCC) 3,591,949 2,510,685

Bills discounted for collection 2,149 192,950

Discount of export bills - 34,866

3,594,098 2,738,501

8. LOANS AND ADVANCES

2010FC

2009FC

Advances to Non-fi nancial public organizations 10,635,345 9,712,719

Loans and advances to companies (a) 29,779,303 38,926,504

Advances to individuals 2,773,783 1,232,711

Medium term loans (b) 14,280,972 7,132,305

Short term loans (c) 28,830,841 30,137,803

Provision for doubtful debts (1,443,677) (1,504,296)

84,856,567 85,637,746

(a) Loans and advances to companies include mainly overdrafts in local currency of CDF 0.73 billion and in foreign currencies of CDF 29.04 billion (mainly for USD 31,719,179).

(b) Medium term loans include advances to sundry customers in local currency of CDF 2.11 billion and in foreign currencies of USD 13,448,170.

(c) Short term loans include mainly term loan of CDF 21.86 billion, doubtful and contentious loans of CDF 1.31 billion and loans due but not paid of CDF 293.52 million.

>>>




9. PREPAID EXPENSES AND OTHER

2010FC

2009FC

Pre-operating expenses (a) 1,470,301 1,309,818

Advances (b) 2,555,470 2,353,370

Suspense accounts (c) 1,508,634 1,722,909

Stationery and other (d) 1,501,657 1,389,265

Cash shortage 899,209 356,545

Others 613,663 322,784

8,548,934 7,454,691

(a) Pre-operating expenses include mainly expenses on the refurbishment of branches’ buildings of CDF 1.44 billion.

(b) Advances mainly represent the advance payments of income tax for CDF 465 million, advances made to contractors for branches’ buildings of CDF 1.35 billion and advances made for Visa and MasterCard project of CDF 480.05 million.

(c) Suspense accounts include mainly the credit card transactions (MasterCard) to be debited to the customers’ accounts of CDF 459.23 million and advances of CDF 760.14 million made to suppliers and contractors.

(d) Stationery and other represent stocks not consumed at the year end.

10. SUNDRY DEBTORS

2010FC

2009FC

Cheques and bills sent for collection (a) 3,049,304 1,667,254

Clearing cheques 15,749 -

Amounts recoverable 4,525 235,118

Others 14,694 163,564

3,084,272 2,065,936

(a) Cheques and bills sent for collection on behalf of customers are accounted for in their accounts after successful settlement. Prior to their conclusion, these bills are recorded in “Non customers accounts” (Note 17.d).



11. FIXED ASSETS

Land and buildings

Vehicle IT equipments

Furniture and equipments

Fixture and fi ttings

Work-in-progress

Total

CDF

Gross values

As at 01/01/2010 6,640,374 2,195,215 3,931,962 4,095,436 171,483 2,327,647 19,362,117

Additions 1,288,125 121,050 1,635,562 404,116 128,298 - 3,577,151

Transfers - - - - - (1,658,704) (1,658,704)

Revaluation 2,349,710 360,943 570,774 1,551,834 45,649 - 4,878,910

As at 31/12/2010 10,278,209 2,677,208 6,138,298 6,051,386 345,430 668,943 26,159,474

Accumulated depreciation

As at 01/01/2010 578,331 1,235,835 2,141,580 1,184,243 5,581 - 5,145,570

Depreciation 379,234 500,879 760,187 536,920 - - 2,177,220

Adjustment (44,093) (401,917) (855,999) - (5,368) - (1,307,377)

Revaluation - - - 37,711 - - 37,711

As at 31/12/2010 913,472 1,334,797 2,045,768 1,758,874 213 - 6,053,124

Net values

As at 31/12/2010 9,364,737 1,342,411 4,092,530 4,292,512 345,217 668,943 20,106,350

As at 31/12/2009 6,062,043 959,380 1,790,382 2,911,193 165,902 2,327,647 14,216,547

12. DUE TO CENTRAL BANK

This caption represents assets held by the Central Bank of Congo with Rawbank for USD 2,572,813 and EUR 10,954.

13. BANKS AND OTHER FINANCIAL INSTITUTIONS

2010FC

2009FC

Local banks 40,863 114,552

Other fi nancial institutions 700,744 15,409

741,607 129,961

>>>




14. CURRENT AND SAVINGS ACCOUNTS

2010FC

2009FC

Public organizations 37,320,636 20,118,279

Companies (a) 123,495,061 125,350,651

Individuals 66,544,445 46,651,038

Fidelity accounts 30,641,896 11,969,414

Academia accounts 1,538,916 185,044

259,540,954 204,274,426

(a) Current accounts of companies represent mainly deposits in foreign currencies equivalent of CDF 96.53 billion of which deposits in USD amounts to CDF 91.04 billion.

15. TERM DEPOSITS

2010FC

2009FC

Up to 60 days 364,749 40,331

3 months 480,428 403,606

6 months 5,585,803 1,312,166

One year or above 6,164,539 6,045,800

12,595,519 7,801,903

16. ACCRUALS

2010FC

2009FC

Collateral deposit for letter of credit (a) 8,292,003 6,634,246

Outstanding operations (b) 1,449,072 2,761,129

Collateral deposit for loans granted 3,974 3,024,659

Cash surplus 827,911 345,725

Outstanding accounting 94,164 917,775

Others 174,644 436,248

10,841,768 14,119,782

a) Collateral deposit for letter of credit represents the cash collateral received from the clients against the letter of credits and guarantees in foreign currencies issued by the bank in force as at 31 December 2009 (Note 5d).

b) Outstanding operations include mainly the Central Bank of Congo’s control fees of CDF 1.11 billion.



17. SUNDRY CREDITORS

2010FC

2009FC

Collateral deposits by card holders (a) 5,741,767 4,960,325

OCC provisions 3,404,836 1,348,500

Public servants payroll 2,183,264 1,288,722

Cheques sent for collection (b) 1,965,820 783,729

Income tax payable 1,352,000 538,561

Amounts payable to tax, customs and administrative entities (c) 1,302,550 2,904,505

Bills for collection (d) 1,072,417 1,149,738

Provisions for guarantee 513,023 -

Others 246,746 98,404

17,782,423 13,072,484

a) Collateral deposits by card holders represents guarantee deposits collected from the card holders for their MasterCard operations.

b) Cheques sent for collection represents other local bank cheques presented for payment.

c) Amounts payable to tax, customs and administrative entities are detailed as follows:

2010FC

2009FC

Amount payable to DGDA - OFIDA 323,367 2,541,050

Amount payable to DGI 937,968 311,170

Amount payable to DGRAD 41,215 52,285

1,302,550 2,904,505

18. SHARE CAPITAL

The Bank’s share capital consists of 700 shares without description of value from which 694 are held by Rawholding SA, a company incorporated under Luxembourg law, following the acquisition of shares dated 14 September 2002 approved fi rst by the Central Bank of Congo on 5 August 2002.

>>>




As at 31 December 2009, the share capital of the bank is held as follows:

Amountin CDF

Initial paid up capital 1,208,786

Fixed assets revaluation surplus of previous years to 2007 441,520

Incorporation of accumulated profi ts up to 2006 2,187,379

Capital maintenance provided for in 2004 232,160

Incorporation of accumulated profi t of 2007 996,161

Additional capital brought in as per Extraordinary Meetingof Shareholders held on 24 October 2008

2,929,822

Provision for capital maintenance for the year 2008 600,022

Incorporation of profi t for the year 2008 1,217,650

Provision for capital maintenance for the year 2009 252,509

Increase of share capital made in September 2010 4,470,084

Capital as at 31 December 2010 14,536,093

19. GENERAL PROVISION

General provision includes provisions on performing loans made in accordance with the Central Bank of Congo regulation no.16.

20. SUBORDINATED LOANS

It relates to an amount of USD 10 million received from B. Systems and Technology (BST) as sub-ordinated loan with an interest rate of 12% p.a., repayable as per bank’s fi nancial circumstances. This loan has been increased by an amount of USD 4 million following an amendment to the loan agreement of 9 November 2009.

21. LONG TERM LOAN

This represents loan received from the International Finance Corporation to the tune of USD 7 million.

22. INCOME ON TREASURY AND INTERBANK OPERATIONS

2010FC

2009FC

Interests on BTR 3,954,503 1,206,374

Interests on loans and term deposit 176,338 177,364

Interests on call money 112,403 65,941

Interests on banks accounts 5,379 39,580

4,248,623 1,489,259



23. INCOME ON OPERATIONS WITH CUSTOMERS

2010FC

2009FC

Interests on short term loans 10,951,616 8,657,649

Interests on short medium term loans 2,016,858 520,727

Income on tax, customs and administrative entities payments

1,131,722 769,415

Commissions on overdrafts 905,689 102,844

Letter of credit commissions 447,672 292,246

Others 524,845 376,895

15,978,402 10,719,776

24. EXPENSES ON TREASURY AND INTERBANK OPERATIONS

2010FC

2009FC

Bank charges on correspondent bank accounts 281,044 154,611

Correspondent bank charges on letters of credit 243,401 224,961

Central Bank charges 230,872 195,348

Interests paid on call money 102,027 335,699

Others 120,819 110,440

978,163 1,021,059

25. EXPENSES ON OPERATIONS WITH CUSTOMERS

2010FC

2009FC

Interests on current accounts 1,480,149 990,428

Interests on time deposits 183,260 86,879

1,663,409 1,077,307

>>>




26. INCOME ON SUNDRY BANK OPERATIONS

2010FC

2009FC

Commission on transfers 3,600,768 2,549,267

Ledger fees 2,139,239 1,537,977

Commission on transfers other places 1,875,690 982,544

Commission on transfers other banks 1,087,646 765,959

Commissions on exchange operations 636,367 1,133,942

Commission on guarantees 630,522 376,647

Commission licences validation 225,827 157,435

Commission on cash withdrawal other places 181,604 100,669

Others 102,686 69,568

10,480,349 7,674,008

27. OTHER OPERATING INCOME

2010FC

2009FC

Fees MasterCard and GAB withdrawal 2,104,402 1,514,371

Commission on repaid traveller cards 377,394 116,848

Income on e-mail/fax/sms and other 317,390 32,122

2,799,186 1,663,341

28. EXCEPTIONAL INCOME

2010FC

2009FC

MoneyGram commission 811,570 678,711

Sales proceeds of Central Bank and Rawbank stationery 509,671 384,373

Income on SMS banking 46,194 -

Others 68,081 51,040

1,435,516 1,114,124



29. GENERAL AND ADMINISTRATIVE EXPENSES

2010FC

2009FC

Building – repairs and maintenance 2,320,333 1,274,391

Advertising expenses 2,272,833 1,737,823

Telecommunication 1,356,509 681,904

Central Bank fees 1,171,860 640,699

Insurance 1,146,968 499,218

Travel expenses 1,137,985 825,485

Printing and stationery 995,702 627,877

Outsourcing charges 819,732 490,882

Security 647,530 329,862

Rent 620,363 257,021

Computer stationery and maintenance 530,058 469,988

Postage 459,658 336,754

Representation and reception 429,029 234,767

Water and electricity 329,508 180,820

Legal expenses 286,948 86,455

Professional fees 286,545 139,773

Vehicle consumption of fuel 247,176 148,737

Vehicle maintenance 231,683 105,908

Donations 177,855 261,985

Inspection, audit and recovery 84,647 118,198

Others 349,320 320,375

15,902,242 9,768,922

30. STAFF EXPENSES

2010FC

2009FC

Salaries 2,072,680 1,234,118

Transport allowance 1,412,581 569,263

Medical and pharmaceutical expenses 305,235 183,266

Training expenses 160,379 144,091

Others 906,773 663,604

4,857,648 2,794,342

>>>




31. OTHER OPERATING EXPENSES

2010FC

2009FC

Interest on BST loan 1,195,681 635,699

Fee on IFC loan 326,932 78,309

1,522,613 714,008

32. PROVISIONS WRITE-BACK

2010FC

2009FC

Write off of provision for contingencies 2,645,143 746,792

Write off of amortization of doubtful loans 416,050 1,021,736

3,061,193 1,768,528

33. PROVISIONS FOR DOUBTFUL LOANS AND OTHER

2010FC

2009FC

Provision for doubtful loans 1,387,488 1,858,785

Prudential provision 1,438,967 1,293,075

Provision for capital maintenance - 252,509

2,826,455 3,404,369

34. INCOME TAX

In accordance with decrees no.024/CAB/MIN/PLAN/2007 and no.054/CAB/MIN/FIN/2007, 025/CAB/MIN/PLAN/2007 and 053/CAB/MIN/FIN/2007 of 29 August 2007, 213/CAB/MIN/PLAN/2008 and 134/CAB/MIN/FIN/2008 of 10 June 2008 and 325/CAB/MIN/PLAN/2008 and 267/CAB/MIN/FIN/2008 of 21 November 2008, the bank is exempted from certain taxes under the provisions of the Investment Law.

By its letter dated 15 November 2010, the tax department has authorized the bank to apply an exemption rate of 47% on income tax payable for the fi nancial year 2010.



35. CONTINGENT LIABILITY

The management is confi dent that the income tax provision of CDF 1.35 billion for the year 2010 takes into accounts all provisions of fi scal law. Nevertheless, in some cases, the interpretations of these provisions by the Tax Authorities could vary but the possible tax assessment should not be material.

36. COMMITMENTS GIVEN

2010FC

2009FC

Letter of credits - Confi rmed 8,226,616 2,208,570

Acceptances to pay 7,001,198 5,390,121

Letter of credits - issued 33,802,508 10,334,563

Unused credits facilities 36,580,720 6,799,461

Guarantees - Issued 9,856,205 8,304,884

Other obligations 212 1,780

95,467,459 33,039,379

37. COMMITMENTS RECEIVED

2010FC

2009FC

External bank’s guarantees 22,842,448 715,657

Charges receivable 553,053 244,537

23,395,501 960,194

>>>




38. FORWARD EXCHANGE OPERATIONS

2010FC

2009FC

Guarantees on foreign currencies to be provided 17,875,000 4,525,000

Guarantees on foreign currencies to be received 18,100,890 4,451,039

35,975,890 8,976,039

39. INTERNAL COMMITMENTS

2010FC

2009FC

Treasury bills subscribed by customers 19,989,525 2,005,000



> SECTION

08. THE RAWBANK NETWORKS


| 101S E C T I O N 0 8 - T H E R A W B A N K N E T W O R K S

> 1.

Network of correspondent banks

USA > Citibank NA, New York

> Habib American Bank, New York

> Société Générale, New York

EUROPE > ING Belgium, Brussels

> BNP Paribas Fortis, Brussels

> Byblos bank, Brussels

> Citibank NA, London

> Commerzbank, Frankfurt, Germany

> Saxo Bank, Denmark

> Crédit Suisse AG, Zurich

> FBN Bank UK Ltd, Paris

> Société Générale, Paris

AFRICA > Standard Bank of South Africa, Johannesburg

> Absa Bank, Johannesburg

> Citibank, Johannesburg

MIDDLE EAST > Habib Bank AG Zurich, Dubai

CHINA > Bank of China, Beijing

The RAWBANK offi ce in Brussels:

Bastion Tower

Place du Champs de Mars, 5 (21st fl oor) B. 1050 BRUSSELS.

Manager: Christian ROUSSEAUEmail: [email protected] Tel.: +32.2.550 35 32 - GSM: +32.478 822 911

RAWBANK has an effective network of correspondent banks based in

all corners of the world.



> 2.

Network of branches in Democratic Republic of Congo

Head offi ces3487, Bld du 30 Juin (Gombe)+243 81 98 32 000+243 98 01 00 01

Kinshasa branches> 30 Juin: 3487, boulevard du 30 Juin (Gombe)

+243 81 812 93 00

> Couronne: 21, avenue Bandundu (Gombe) +243 99 29 00 574

> Limete: 7e rue, bld Lumumba +243 81 88 70017

> Utex: 374, avenue Colonel Mundjiba (Ngaliema) – +243 99 99 49430

> St Luc: avenue Nguma, Réf Eglise St Luc (Ngaliema) – +243 81 88 70015

> Hôtel de Ville: av. du Marché n°09 (Gombe) +243 81 71 51 036

> UPC: Croisement avenues de la Libération et Victoire (Lingwala)+243 99 29 00 574

Boma34, Avenue Mankuntima Q/CODITRA, C/Nzadi (Centre ville) – +243 99 200 1616

Matadi13, avenue Major Vangu+243 81 98 01 000 – +243 998 01 00 01

Moanda4, avenue du 30 Juin – +243 99 80 15920

Kisangani11, Avenue Victime de la Rébellion +243 99 86 11324

Bunia5, avenue Ituri, Quartier Lumumba

Bukavu89, avenue Patrice Emery Lumumba +243 99 100 54 38

Goma23/09, avenue – boulevard Kanyamuhanga +243 81 31 88 837

Lubumbashi> Lubumbashi: 91, avenue Sendwe

+243 81 98 32 003 – +243 997 00 00 26

> Bel–Air: 1669, chaussée de Kasenga +243 99 100 41 87

> Consulat: 84, avenue Sendwe+243 99 05 33 823

> DGI: 12, avenue Sendwe – +243 99 100 41 86

> UNILU: rez-de-chaussée, Home 10, cité universitaire, Route Kassapa+243 99 100 41 85

> Kisanga: 598, route de Kasumbalesa Q/Kisanga C/Annexe croisement Kasumbalesa et Kipushi – +243 99 100 41 88

> Golf: 1, Avenue des Roches +243 99 525 8330

Likasi27, Avenue LUMUMBA – +243 81 71 59 002

Kolwezi58, avenue Kamba – +243 99 523 9100

FungurumeConcession Tenke Fungurume +243 99 100 4184

KasumbalesaSite Guichet unique DGDA – +243 99 100 41 81


| 103S E C T I O N 0 8 - T H E R A W B A N K N E T W O R K S

Kinshasa(7 branches)

MoandaMatadi

Boma

Kisangani

Lubumbashi (6 branches)

FungurumeKolwezi Likasi

Bukavu

Beni(opening soon)

Butembo(opening soon)

Kasumbalesa

Goma

Bunia

Watsa(opening soon)


104 | R A W B A N K H O R I Z O N E X C E L L E N C E

EDITOR

RAWBANK

BP 2499 – Kinshasa 1

Democratic Republic of Congo

DESIGN AND PRODUCTION

M&C.M sprl – www.mcmanagement.be

Graphics and layout: collaboration M&C.M and De Visu – www.devisu.com

WRITING AND PHOTOS

Marc-F. Everaert (M&C.M sprl) – [email protected]

Written with the kind cooperation of the Directors and Management of RAWBANK.

Published May 2011.


The Quality at the service of the Private individual and the Enterprise.

www.rawbank.cd - Democratic Republic of the Congo.


www.rawbank.cd

RAWBANK SARL

3487, Boulevard du 30 juin

B.P. 2499 - Kinshasa 1 Kinshasa - DR Congo

NRC KIN 52579

NAT. ID Nr: 01-610-N39036T

Central Bank no: 5100

Tel : +243.998 32 0000 - Fax : +33.4 89 24 02 24

SWIFT : RAWBCDKI

[email protected]


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