Financial Condition and Options 13july2018 Final

Financial Condition
and Future
Prospects of
uniBank (Ghana)
Limited - Updated
Bank of Ghana
July 2018
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The Governor Accra
Bank of Ghana
1 Thorpe Road, High Street
P. O. Box GP 2674
Accra, Ghana
13 July 2018
Dear Sir,
Financial Condition and Future Prospects of uniBank (Ghana) Please note that our work does not include a full assessment of matters
Limited – Updated of legal interpretation and regulatory compliance. We, therefore,
This report has been prepared primarily from information and data recommend that you refer these matters to your legal advisers for more
extracted and verified to the extent possible from the financial records detailed evaluation and advice, if needed.
and other relevant information maintained by the Bank, pursuant to the Under no circumstance will KPMG be held liable for any loss, damage,
scope of work agreed in our engagement letter dated 20 March 2018. cost or expense whatsoever and however caused, incurred, sustained or
The report has also been prepared from the Bank’s documents reviewed arising in respect of this report and the Bank of Ghana will indemnify and
by us as well as information obtained from interviews conducted with hold harmless KPMG and its personnel against any claims, except where
relevant stakeholders. such loss, damage, cost or expense is finally determined to have resulted
Our work was limited to the requirements of the Banks and Specialised from wilful misconduct or gross negligence on our part.
Deposit-Taking Institutions Act, 2016 (Act 930) Section 114 (5) and we Therefore you should not, without our prior written consent, refer to or
have not carried out procedures that would constitute an audit in use our name or the report for any other purpose, refer to our report in
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opinion on any of the financial or non-financial information contained in access to this report.
this report. Accordingly, we cannot and do not express an audit (or
similar) opinion on the information contained in this report. We thank you for the opportunity to be of service to you.
We have not obtained formal confirmations from employees of the Bank Yours faithfully,
that they have made available to us all significant information relevant to
our report which they have knowledge of. Accordingly, we are unable to
determine the extent to which information and explanations provided to
us are complete and accurate and the report should be read in that Nii Amanor Dodoo
context. For KPMG: Official Administrator
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Key message
The Bank’s Position as at 31 May 2018
Governance &
Asset Quality
Management
Earnings
Liquidity
Capital
Shareholder Proposal
The following proposals have been
Liabilities exceeded assets by 284%
made by shareholders following
demands for repayment of amounts
advanced (GH¢3.7 billion) to them:
Capital deficit was GH¢7.1 billion based on RWAs
- Injection of GH¢1 billion not later
than mid July 2018
Significant deterioration in asset quality. Return on Risk Weighted Assets (RWAs) was - Injection of GH¢1 billion by end of
-514% September 2018
- Assignment of the holding
Deficiencies in internal governance and bank-wide arrangements have undermined the company’s (HODA) assets
viability of the Bank amounting to GH¢4.1 billion to the
Bank.
Earning capacity continues to deteriorate due to low returns on RWAs and a significant
operating cost burden. Cost-income ratio is -113%
Liquid assets represent 2% of total liabilities
The reported solvency position and capital deficit will be impacted by the outcome of:
1 Shareholder proposal to repay amounts owed by related entities
2 Recovery of loans including Interim Payment Certificates by Government
Impact of shareholders’ proposal on capital and solvency of uniBank
Impact of Shareholders’ proposal on capital and liquidity
The nature of the shareholders’ proposal in Cash

response to Official Administrator’s demand
1 The Bank will have capital deficit of GH¢2.9 billion in the
best case scenario
notice for payment of GH¢5.6 billion (excluding
Buildings With the combined impact of all interim payment certificates
interests) owed by related parties
The deliverability, credibility and achievability of 2 being paid by Government, the capital deficit of the Bank will
shareholders’ proposal has not been tested Others improve to GH¢2.2 billion in the best case scenario
3 Liquidity of the Bank will improve in the short term with cash
injection of GH¢2 billion by September 2018 albeit medium
term liquidity challenges will remain
Solvency Scenarios under shareholder proposals
Three alternative scenarios are presented below based on assumptions that shareholders are able to either partly or fully meet their debts repayment proposals on a
non-discounted basis:
Solvency Scenarios
May 2018
base Scenario1- Cash impact Scenario 2- Scenario 3- Scenario
Stage 1 Stage 2 50% 25% 4- 0%
GH¢m GH¢m GH¢m GH¢m GH¢m GH¢m
Shareholder Proposal
Risk weighted asset base (RWA) 1,301 1,159 1,159 1,215 1,215 1,159 The Bank’s Capital and
Mimimum required capital 130 116 116 122 122 116 solvency positions remain
Minimum Regulatory Capital 400 400 400 400 400 400 deficient under various
Bank's capital Base (7,006) (6,006) (5,006) (3,776) (3,161) (2,546) scenarios of shareholders’
Capital deficit (based on RWA) (7,136) (6,122) (5,122) (3,897) (3,282) (2,662) proposal and IPCs
Capital deficit (based on minimum required repayments
(7,406) (6,406) (5,406) (4,176) (3,561) (2,946)
regulatory capital)
Net liabilities 6,781 5,781 4,781 3,551 2,936 2,321
Shareholder Proposal with IPCs and

other government related loans
Capital deficit (7,136) (5,654) (4,654) (3,429) (2,814) (2,194)
Net liabilities 6,781 5,341 4,341 3,111 2,496 1,881
Table of contents
Page Page
Engagement Background, Objective and Scope 6 Unusual and Suspicious Transactions 51
— Background, objective and scope — Financial misreporting
7 — Related party transactions
Work Approach and Timelines — Other irregular transactions and events
— Approach, timelines to planning and executing
57
Future Prospects and Options Analysis
Reporting 8 — Options assessment – context
— Basis of preparation and presentation — Resolution options - overview
— Option A – Shareholder repayment of advances & recapitalisation
— Option B – Third-party recapitalisation
Executive Summary 9 — Option C – Nationalisation
— Introduction — Option D – Bridge bank and liquidate residual
— Financial condition — Option D – Bridge bank transition and future viability considerations
— Operational considerations — Option D – Bridge bank illustrative six month roll forward
— Systemic considerations — Option D – Preliminary review of operational issues in creating a bridge bank
— Resolution options — Option E – P&A certain assets & liabilities to another bank and liquidate residual
— Next steps — Option F – Full liquidation via receivership
— Narrowing options – simplified decision tree
Governance, Risk and Compliance 75

Financial Condition 37
— Key metrics
— Unaudited statement of financial position as at 20 March 2018 Operations and Management 78
— Unaudited statement of financial position as at 31 May 2018 — Official Administrator (OA) governance
— Quality of assets as at 31 May 2018 — OA management team and BoG oversight
— Composition of liabilities and equity as at 31 May 2018 — Review of business and management approach
— Off balance sheet items
— Unaudited financial performance for the 5 month period to 31 May 2018
— Related parties – relationships, transactions and balances Appendices 83
— Related parties - relationship, transactions and balances at 31 May 2018
— Liquidity position and funding Glossary of Terms 275
— Liquidity plan
— Taxation
Engagement background, objective and scope
Background, objective and scope

Background
In exercise of its powers under Sections 107 and 108 of the Banks and 5. uniBank failed to comply with several other regulatory requirements,
Specialised Deposit-Taking Institutions Act, 2016 (Act 930) the Bank of Ghana including
(“BoG”), effective 20 March 2018, appointed KPMG as Official Administrator of • Lending to a number of borrowers in excess of its regulatory lending limit
uniBank (Ghana) Limited. (single obligor limit).
The following are the reasons provided by Bank of Ghana for the intervention: • Borrowing from the inter-bank market without the written approval of the
1. uniBank persistently maintained a capital deficit, making it technically Bank of Ghana when its CAR was less than the prescribed ten percent
insolvent. This contravened the 10% minimum CAR required. (10%), in breach of the BoG regulations.
• Outsourcing a number of services such as those of tellers, receptionists,
2. uniBank suffered liquidity shortfalls and consistently breached its cash
and security, to affiliate companies without the prior approval by the Bank
reserve requirement. As a result, uniBank relied extensively on liquidity
of Ghana, contrary to BoG regulations.
support of over GH¢2.2 billion from the Bank of Ghana over the past two
years to meet its recurring liabilities. • Refusing to cooperate with the Bank of Ghana in the performance of its
supervisory responsibilities, including deliberately concealing some
3. uniBank conducted its credit administration in a manner that has jeopardised
liabilities from its balance sheet, and failing to submit documents and
the interests of depositors and the financial sector as a whole.
records for supervisory inspection.
4. uniBank failed to comply with a directive of the Bank of Ghana dated 26 • Engaging in poor corporate governance and risk management practices
October 2017, under section 105 of Act 930, prohibiting the Bank from which rendered the Bank vulnerable to macroeconomic shocks.
granting new loans and incurring new capital expenditures.
• Generally conducting its affairs in a manner detrimental to the interests of
depositors and the financial system as a whole.
Objective Scope
The objective of the engagement is for KPMG to assume responsibility for The scope of work, which is set out in Section 114 of the Act, will include the
the management and direction of the Bank in a manner that ensures following:
stability of the Bank, the safety of depositors’ funds and eventually prepare
the Bank for recapitalisation. 1. Perform the functions and responsibilities of the shareholders, directors, and
key management personnel of uniBank
The Official Administrator’s powers in this assignment emanates from the 2. Manage and operate uniBank in accordance with the relevant sections of
appointing authority and Act 930. BSDI Act and appropriate directives and guidelines of Bank of Ghana as
required by law. These include:
• Carry on the business of uniBank
• Preserve and safeguard the assets and property of uniBank
• Implement a plan of action that has been approved by the Bank of Ghana
with respect to uniBank
3. Implement a capital structure through a balance sheet restructuring
4. Employ independent attorneys, accountants and relevant consultants to
assist KPMG, on such terms as approved by the Bank of Ghana
Work approach and timelines
Approach, timelines to planning and executing We are here
1 2 3
Execute
Operational Planning and Pre-Intervention

Scope Intervention- Official Administrator Post-Intervention
Phases
Check
W1-2 (9-20 March 2018) From W27
W3-26 (April –Sept 2018)
Develop Execute Review Manage,

Phase Define
Approach and Against Performance Close &
Objective Scope
Plans Approach & and Progress Transition
Plans
• Confirm strategic • Planning, Meetings • Current State Review • Monitor, Report on • Manage Transition in
intent and scope • Managing the Bank Performance line with decisions by
• Situational Analysis • Communications BoG
• Define Terms of • Operational and • Capital and Liquidity • Regulatory Reporting, • Provide Other
High Level Key Reference Resource Plan Assessment Financial Advisory Services as
Activities Management Needed
• Engagement • Day 1 Readiness and • Governance, Business • Advise BoG and • Manage Program
Procedures Checks and Operating Review Agree Transition Close
C
C C C C C
C = Critical Milestones
Reporting
Basis of preparation and presentation – Audited accounts for 2017 – the audit of the 2017 financials has not been
Terms of reference completed. The auditors pulled out due to unavailability of information.
– The options set out in this report will require further analysis to assess and
This report has been presented in accordance with the Banks and Specialised
demonstrate the Bank’s sustainability into the future, using practical and
Deposit-Taking Institutions Act, 2016 (Act 930) Section 114 (5). The report contains
realistic assumptions based on decisions that will be reached in consultation
information about the financial condition of uniBank as at 20 March 2018 and 31 May
with BoG. Once a selection of the desirable option(s) is settled on,
2018; and the future prospects of the Bank.
additional work will be done using realistic assumptions to provide
additional and other relevant information, in sufficient detail, to support the
Report structure selected option(s).
This report has been presented in three main segments: Restriction

• Executive summary – this summarises the purpose and contents of the report.
 This report is provided solely for the benefit of Bank of Ghana (BoG) and should
• Main report – this presents highlights of key observations of the financial
not be copied, quoted or referred to in whole or in part without our prior written
condition, current state and future prospects of the Bank as well as the interim
consent. We will not accept responsibility to any other party to whom our
resolution options available for consideration.
report may be shown or who may acquire a copy of our report.
• Appendix – this contains detailed information and schedules supporting the main
report.  Unless otherwise specifically stated in the engagement letter, any advice or
opinion (deliverable) relating to the provision of this Service is provided solely
for your use and benefit.
Limitations
 Should you wish to disclose or refer to such deliverable in any way, including
 Other than where indicated in the report, we have not undertaken any work to but not limited to any publication on any electronic media, to any third party,
establish the reliability of the sources of information made available to us and you are required to notify such third party of the fact that the said deliverable
presented in this report by reference to evidence independent of the Bank or other has been provided to you for your sole use and benefit and is based on specific
relevant source. facts and circumstances provided by uniBank (Ghana) Limited and pursuant to
 The review was based on the Bank’s financial information and records as at 20 KPMG’s Standard Terms and Conditions of Service.
March 2018 and 31 May 2018 in line with the terms of our engagement letter. We  Such third party may not rely on such deliverable and KPMG to the fullest
have not carried out procedures on areas not covered in the scope of work agreed extent possible, shall accept no responsibility or liability to that third party in
with us. The procedures we have performed did not constitute an audit and connection with our Services.
consequently, no assurance is expressed.
 During the supply of our Services, we may supply oral, draft or interim advice,
 We cannot confirm the completeness of the Bank’s contingent liabilities due to
reports or presentations but in such circumstances our written advice or final
deficiencies in internal record keeping.
written report shall take precedence. No reliance should be placed by you on
 Our work and conclusions drawn are limited by the following: any oral, draft or interim advice, reports or presentations. Where you wish to
– System implementation – the Bank completed an upgrade of its core banking rely on oral advice or an oral presentation, you shall inform us and we will
application T24 R8 to T24 R15 on 1 July 2016. The Bank noted a lot of issues provide documentary confirmation of the advice.
resulting from this upgrade, some of which remain unresolved. We noted  KPMG shall not be under any obligation in any circumstance to update any
significant differences (GL mismatches) between the detailed listings of balances advice or report, oral or written, for events occurring after the advice or report
obtained from the system and the reported balances in the trial balance. has been issued in final form.
Executive summary
– Introduction
– Financial condition
– Operational considerations
– Systemic considerations
– Resolution options
– Next steps
Executive summary: Introduction
Official Administrator - key decisions and actions

The Official Administrator in consultation with the Bank of Ghana has taken certain key decisions to sustain the operations of the Bank under
administration
Rollover of Fixed
Deposits (FDs) at Recovery of Loans
Removal of
Market and T-Bill Recovery efforts
Board of
Rates resulting in GH¢88m Removal of
Directors Payment Decisions
Decision not to pay Senior
Cost Cutting Decision to withhold
request to liquidate Executives
Initiatives * Reduction in payments to FI’s and
FDs and Investments
Review and number of SOEs but to rollover
renegotiation of outsourced staff # of FDs at treasury bill
HR & IT (86 staff surplus to rates
contracts requirements)
yielding Approval Preliminary
GH¢12.3m and sought to conclusion of
Cancellation
20 March $2.3m of access to renegotiate
CIT contract
impairment
assessment
intra-day
2018 funding by
Application of Liquidity
Appointment customers
Support from Bank of
of Official
Ghana
Administrator
BOG Liquidity support
applied to SMEs,
Review of related Individuals and Rural
party contracts Banks
• Topp Core
Security
Introduction of
• Star Assurance
Suspension of KPMG whistle
Reversal and blowing and
putting on hold all all sponsorship
and CSR ethics line
Suspension of staff promotions
activities with
new loans and
cost implications
advances
Month 1 Month 2 Month 3+
* - Some components of the cost savings are one-off whilst others are annualised. Details of cost savings are set out in Appendix 4.1.8( pages 255 to 258).
# - The 86 staff surplus to requirements were voluntarily withdrawn by the outsourcing company (related party).
Executive summary: Introduction
Market overview
Whilst elements of peer benchmarking analysis has its limitations, it appears that the bank has a number of underperforming branches, is
overstaffed (when including outsourced staff) and has a materially higher cost base than its peers.
Worst Best
Peer benchmarking
2017 Branches Staff*
Staff/branch
28.6 23.5 20.8 16.3 13.7 10.5
28 802
Cost/income
ratio
0.7 0.6 0.5 0.5 0.5 0.4
67 7.2 1,575
Non-staff
costs % opex
0.7 0.6 0.6 0.5 0.4 0.4
75 1,027 Peer benchmarking

— High level peer benchmarking have been undertaken, looking at some of the typical operational KPIs
against a selected group of local banks.
— Elements of the benchmarking do not allow direct comparison due to differing operating models.
183 1,915 E.g. uniBank’s staff number of 878 is significantly understated and does not include a large number
of contractors and outsourced staff numbering 990. Most tellers are outsourced.
— uniBank’s staff per branch of 16.3 appears in line with peer average (when outsourced staff are
excluded)
39 811 — uniBank has the highest cost-income ratio among its peers, with a ratio of 0.7 compared to best
performance of 0.4.
*Employed staff
54 878
Executive summary: Financial condition
Balance sheet summary

uniBank had net liabilities, pre impairment, of GH¢82.1m on OA’s appointment (20 Mar 2018). This included GH¢3.7bn of advances to
shareholders, which was largely funded by GH¢3.9bn of borrowings from banks and other FIs
Balance sheet summary
31 Dec 16 31 Dec 17 20 Mar 18 20 Mar 18 31 May 18 Cumulative monthly liquidity support from BoG as at 13 July 2018
GH¢'m Audited Mgmt Mgmt Revised Revised GH¢m
Assets 3,500
Cash and Bank 604.6 (168.2) 202.0 189.9 117.8 108 72 28
3,000 209
Government Securities 949.7 1,101.8 1,113.4 1,154.3 1,155.7
349
Due from other Banks and FIs 898.8 376.6 327.8 138.4 149.3 2,500 167
Loans & advances to customers 29 29
Gross loans & advances 3,052.0 3,119.9 3,466.4 4,134.3 4,195.3 2,000
Less impairment (123.7) (742.0) (752.0) (2,959.2) (3,082.0) 1,500 1,146 Official Administration
2,986
Less interest in suspense (42.7) (367.8) (426.3) (426.3) (457.6) GH¢765m
Net loans & advances 2,885.5 2,010.2 2,288.1 748.7 655.7 1,000
Advances to shareholders
500 850
Gross advances to shareholders - 3,967.9 3,698.7 3,730.1 3,701.0
Less impairment - - - (3,730.1) (3,701.0) -
Up to Jan-Dec Jan Feb Mar Mar Apr May Jun Jul Total
Net advances to shareholders - 3,967.9 3,698.7 - - Dec '16 2017 2018 2018 2018 2018 2018 2018 2018 2018 Liquidity
Other assets 229.3 449.8 593.2 123.3 136.1 Support
Current tax asset - 7.9 7.9 7.9 7.9 Advances to Shareholders*

National Fiscal Stablisation Levy - 1.1 1.1 1.1 1.1 GH¢m
PPE 175.2 616.7 608.6 150.2 147.8 4,000 54 59 104
Intangible assets - - - 13.2 12.9 - - - - -
3,500
Total assets 5,743.2 8,363.8 8,840.8 2,527.0 2,384.3
3,000
1,898
Liabilities 2,500
Customer deposits (2,615.9) (4,283.1) (4,275.4) (4,723.2) (4,049.3) 2,000 Official Administration
Due to other Banks and FIs (2,008.8) (3,029.7) (3,602.5) (3,890.2) (4,628.1) GH¢0m 3,701 3,701
1,500
Borrowings (385.3) (649.6) (524.7) (300.2) (339.4)
Other liabilities (246.5) (327.7) (513.0) (159.3) (141.0) 1,000
1,704
Current tax liability (1.2) - - - - 500
Deferred tax liability (7.4) (7.4) (7.4) (7.4) (7.4) - -
National Fiscal Stablisation Levy (0.3) - - - - Up to Jan-Dec Jan Feb Mar Mar Apr May Jun Jul Total
Dec '16 2017 2018 2018 2018 2018 2018 2018 2018 2018 Adv
Total liabilities (5,265.4) (8,297.6) (8,923.0) (9,080.3) (9,165.2) to Share
holders
* Excludes amounts advanced to related and connected entities included in loans
Capital & reserves 477.8 66.2 (82.1) (6,553.2) (6,780.9) and advances of GH¢1,615 million and other amounts totaling GH¢296 million.
Executive summary: Financial condition (cont.)
Balance sheet – Loans and advances, and other assets

Gross loans and advances and other assets total GH¢7.6 billion before impairment adjustments, of which GH¢5.3bn (70%) are due from
related parties. Post-impairment related parties advances are marked at GH¢117 million.
Gross loans and advances Gross other assets Summary of identified related party transactions within loans, advances and
(GH¢3,737.7m) (GH¢3,844.9m) other assets
Gross Related Party
Third party 143.9
Gross IFRS 9 Net
GH¢’m amount
Amount Impairment Amount
On-balance sheet
1
Loans & advances 3,737.7 1,615.2 (1,497.9) 117.3
Corporates Other assets 3,844.9
2
3,701.0 (3,701.0) -
1,726.0 Sub Total 7,582.6 5,316.2 (5,198.9) 117.3
Off-balance sheet
Letters of credit &
491.2 87.0 (1.4) 85.6
guarantees
Total exposure
8,073.8 5,403.2 (5,200.3) 202.9
identified to date
Individuals
Related parties
117.7
3,701.0
1 Related party loans & advances 2 Related party other assets
GH¢’m Gross loans GH¢’m Other assets

LHS Ghana 199.0 Numa Logistics 1,691.0
Related parties Cassel Energy 188.0 HODA Holdings 1,480.0
1,615.2
uniPrecision Printing 188.0 Integrated Properties 123.0
SME POAK Resources 115.0 uniPrecision Printing 84.0
278.8 Numa Logistics 49.0 LHS Ghana 36.0
EIB Network 43.0 Alban Logistics 35.0
Others 833.2 Others 252.0
Total 1,615.2 Total 3,701.0
Total net 117.3 Total net -
These transactions and loans typically have either incomplete or no loan origination documents,
loan documentation mainly approved by the CEO, are suspicious transactions or loans provided
to a related party of the shareholder or connected entities.
All numbers as at 31 May 2018 The loans and transactions have been analysed and the majority of the loans have been adjusted
or impaired. Further analysis on related party loans is outlined in the ‘Related Party’ section.
Balance sheet – overview of third-party loans and advances (TPLs)

Only GH¢0.4bn of the GH¢2.1bn TPLs are currently classified as performing. This includes c.GH¢52.9m of staff loans (which could become
non-performing in the event of uniBank closure or liquidation. 70% of the performing loans mature on or before 31 December 2018
Summary of gross loans (under BoG arrears classification) Performing TPLs:
Related — Third party loans and advances (‘TPLs’) total GH¢2,122.6m gross of which
GH¢'m Third party Total
party GH¢357.6m (16.8%) were classified as performing loans. These include c.
Performing GH¢52.9m (identified to date) of staff loans which are provided at
Current 223.6 - 223.6 advantageous rates to market as a staff benefit.
OLEM 134.0 51.9 185.9
— The net carrying value of TPLs post estimated IFRS9 adjustments is
Total performing 357.6 51.9 409.5 16.8%
GH¢538.5m, of which GH¢330.3m relates to the loans classified as
Non-performing
performing
Substandard 245.7 67.6 313.3
Doubtful 190.7 166.8 357.5 Analysis of the top 20 performing TPLs (GH¢264.5m, 74% total gross) indicates:
Loss 1,328.6 1,328.8 2,657.4
— 35% of borrowers have made repayments, totalling GH¢25m since 1 July ‘16.
Total non-
1,765.0 1,563.2 3,328.2 83.2%
performing — As at 31 May 2018, 30% of the loans have expired maturity dates, with only
Total gross loans 2,122.6 1,615.1 3,737.7 100% one of those loans having made repayments since 1 July ‘16.
— A further 40% of the loans are due to mature by the end of 2018. Therefore
70% of the loans have either expired or will mature within the next 7 months.
Summary of third party loans (based on BoG arrears classification) — Naatoa Company Limited has a loan expiry of 29 July 2016. Upon further
Gross Adjustment Impairment Net investigation, it appears the expiry date is incorrect, as this loan relates to an
overdraft with recent transactions. As at date of this report the balance of this
GH¢’m loans pre-IFRS 9 IFRS 9 loans
loan is GH¢(0.2)m.
Performing
Current 223.6 (5.3) (2.4) 215.9 — uniBank’s records did not include contract dates for two loans
OLEM 134.0 (0.9) (18.7) 114.4
— 35% of the loans had perfected collateral totalling GH¢175.9m at MV and
Total performing 357.6 (6.2) (21.1) 330.3 16.8% GH¢129.7m at FSV.
Non-performing
Substandard 245.7 (189.2) (8.9) 47.6 — Of the loans with perfected collateral, only one has an LTV of below 100%,
Doubtful 190.7 (130.9) (35.7) 24.1 being Joshob Const Co Ltd, which has a total gross loans of GH¢75.5m.
Loss 1,328.6 (893.1) (299.0) 136.5 — Based on the above analysis, the majority of the loans have expired or are
Total non- scheduled to mature by the end of 2018 with little history of repayments,
1,765.0 (1,213.2) (343.6) 208.2 83.2%
performing indicating that the performing loans are of poor quality. Further analysis
Total 2,122.6 (1,219.4) (364.7) 538.5 indicates loans are being refinanced as bullet loans resulting in loans being
classified as performing, but may become non-performing in the future
All numbers as at 31 May 2018
Balance sheet – overview of third-party loans and advances (TPLs) (cont.)

Only GH¢0.4bn of the gross loans of GH¢2.1bn TPLs are currently classified as performing. This includes c.GH¢52.9m of staff loans (which
could become non-performing in the event of uniBank closure or liquidation). 70% of the performing loans mature on or before 31 December
2018
Analysis of non-performing TPLs (based on BoG arrears classification) Non-performing TPLs:
Gross Adjustment Impairment — The portfolio has exposure in a diverse range of sectors and industries. The table
GH¢’m loans pre-IFRS 9 - IFRS 9 Net loans opposite provides a summary of non-performing loan exposure by sector.
Substandard — Non-performing TPLs accounts for 47.2% of the total gross loans and advances.
Construction 35.5 (7.8) 1.0 28.7 Further analysis has identified that the bank has a GH¢0.7bn (38.9% of total gross
Manufacturing home market 69.1 (62.1) (1.8) 5.2 non-performing loans) exposure to the construction and building sector.
Other services 44.9 (40.6) 0.4 4.7
— We have analysed the underlying loans in the construction and building sector
C&F export trade 40.4 (40.2) (0.2) 0.0
and identified that a number of borrowers are reliant on government IPCs. The
Other sectors 55.8 (38.5) (8.3) 9.0
total gross exposure of these loans is c.GH¢0.5bn. The loans have been classified
Total substandard 245.7 (189.2) (8.9) 47.6
as non-performing (substandard, doubtful and loss, based on BoG classifications)
Doubtful
as a result of outstanding receipts from government contracts. The sector issues
Construction 92.5 (52.6) (21.7) 18.2 and outstanding government funding is directly affecting the performance of
Other import activities 43.3 (38.1) (2.9) 2.3 uniBank’s portfolio.
Other mining activities 17.5 (14.1) (2.4) 1.0
Other sectors 37.4 (26.1) (8.7) 2.6 — Our analysis also indicates that borrowers in sectors other than construction are
Total doubtful 190.7 (130.9) (35.7) 24.1 also reliant on receivables from other government institutions. The total quantum
Loss of this exposure is c.GH¢0.1bn across various sectors including mining, public
Construction 559.1 (300.5) (190.6) 68.0 institution and business services.
Communication 137.4 (88.8) (18.8) 29.8 — Based on present value cash flow testing and IFRS 9 impairment testing
Other export items 122.9 (49.6) (5.1) 68.2 guidelines, the gross value of the portfolio of GH¢1.8bn has been provisioned by
Other import activities 93.1 (43.0) (44.5) 5.6 GH¢1.6bn to result in net loans of GH¢0.2bn.
Other sectors 416.1 (411.2) (40.0) (35.1)
Total loss 1,328.6 (893.1) (299.0) 136.5
Total 1,765.0 (1,213.2) (343.6) 208.2
All numbers as at 31 May 2018
Suspicious transactions review (work ongoing)

GH¢3.7billion is the current net balance (pre-impairment) in the Other Assets account, it is worth noting that the total debits to this account
were GH¢10.8 billion. This represents the value of advances to shareholders under unusual credit terms. There are also GH¢0.6billion
additional amounts reclassified to Loans and Advances from Other Assets, under unusual circumstances
Issue Comments
Data Capture • Management used the Data Capture (DC) module of the T24 application to sometimes post credits not backed by value to individual accounts.
Transactions These “credits” were subsequently applied as follows:
• Repayment of loans and advances totalling GH¢473.2 million
• Transfers to other entities totalling GH¢152.4 million
• Purchases of fixed deposits in the Bank totalling GH¢89 million
• Examples include transactions (net) in the following accounts: Numa Logistics (GH¢438.5million), HODA Holdings (GH¢168.1million),
UNISECURITIES GH LTD-CALL A-CGH¢(GH¢89.7 million), YAW ADDO DEVELOPMENTS LIMITED (GH¢87 million). The bona fide commercial
basis for these transactions is yet to be established.
Shares Purchased in • Included in the Bank’s BoG cedi accounts were some transfers made to UMB Bank in favour of various entities and individuals between 5 and 6
ADB December 2016 with a total value of GH¢324 million for use by the beneficiaries to purchase shares in Agricultural Development Bank (ADB).
These transfers were recorded in the advances to shareholders account as “ADB share purchase”.
• Funding for this transaction was from a GH¢400 million transfer credited to the Bank’s BoG cedi account by BoG, on the same day the transfer to
UMB was made.
Off-balance Sheet • A number of guarantees, which were either solely approved by the CEO of the Bank or jointly with other officials, were omitted from the Bank’s
Transactions list of guarantees provided by the Risk Department. Most of the beneficiary entities are related or connected parties.
• The CEO, Dr Kwabena Duffuor II, who is also the Board Chairman of uniPrecision solely approved letters of credit (not collaterised) of $12 million
and $4.2 million in favour of uniPrecision and Alban Logistics respectively, both related entities.
Sale and lease back • StarLife entered into sale and lease bank arrangements with UniBank for four (4) properties in Kokomlemle, Tema, Techiman and Tamale and paid
arrangements at the Bank the book values of those assets instead of their fair or market values. These properties have been leased to uniBank and rentals at
book values of commercial rates are charged and paid.
properties
Diverted AfriExim • The Bank arranged $25 million refinancing facility with African Export–Import Bank (AfrExim) for on-lending to LHS and Bulk Oil Storage
$25 million facility Transportation (BOST).
meant for LHS and • The Bank utilised the facility arranged for its own purposes and not as indicated in the facility agreement and the balance remains unpaid as at 31
BOST May 2017.
Deferred • The Bank deferred the recognition of some significant expenses incurred in prior years and are amortising these expenses over a number of years.
Expenditure • This was done to enable the Bank present positive financial performance in the periods the expenses were incurred.
• The total unamortised balance of these expenses as at 20 March 2018 was approximately GH¢165 million.
Suspicious transactions review (work ongoing)

Issue Finding/Comments
Progress Savings and • The Bank booked fixed deposit of GH¢12 million in favour of Progress Savings and Loans through the account of Apex Capital Partners Limited.
Loans Limited’s Fixed This fixed deposit was not cash-backed and was debited to shareholder advances (Deferred Expenditure-Interest Related) ledger account with
Deposit associated interest charge.
• Progress Savings & Loans is 100% owned by Apex Capital Partners and Apex Capital Partners is owned principally by Mr Bernard Owusu
Twumasi
Assignment of Non- • uniBank assigned an investment of GH¢25 million purportedly owned by uniSecurities Limited (a related party) to Progress Savings and Loans.
Existent investment Based on this, Progress Savings and Loans gave a loan to uniSecurities. Review of uniBank Fixed deposit listings showed that uniSecurities did
of GH¢25 million to not have the investment of GH¢25 million.
Progress Savings and • The letter of assignment from uniBank was signed by the Chief Operating Officer, Mr Ekow Dennis and the company secretary Mrs Sylvia
Loans Archer. The assignment was renewed and signed by the COO and the Head of Corporate (Mrs Elsie Dansoa Kyereh).
Unsupported Credits • uniBank credited the account (ending with 5131) of Apex Capital Partners with GH¢25 million (GH¢12 million and GH¢13 million) on 31
of GH¢25 million to December 2015 using internal vouchers.
Apex Capital Partners • The account credited was opened on 29 December 2015, two days before the credits. The Relationship Manager, Mr Jerry Afful in an email
Limited Account correspondence described the account as ‘…a new account for special operations’.
• The total amount of GH¢25 million credited to Apex Capital Partners account was moved to HODA Properties Limited on the same day
• In response to a letter from the Official Administrator seeking information on the deposits, Apex Capital Partners stated in their letter (dated 27
June 2018) that they do not have a bank account with the transaction stated in the request.
Misrepresentations to • The Bank misrepresented its financial position as at 31 December 2017 in the BSD report submitted to the BoG.
BoG – Loans and advances were overstated by approximately GH¢1.3 billion
– Other assets were understated by approximately GH¢3.8 billion
– Customer deposits balance was understated by approximately GH¢2.3 billion
Related Party – Various properties paid for by the Bank and recorded in the Bank’s fixed assets register under Capital Work In Progress (CWIP) amounting to
Properties GH¢28.2 million were noted as belonging to HODA, Bolton Portfolio Limited, Alban Logistics and StarLife Assurance Company
– For example, the Bank paid GH¢11,812,800 ($5,136,000) in November 2013 for the acquisition of Meridian House, a property in Accra. This
property was later purported to have been sold to StarLife Assurance Company through Kwabena Basoah (a vendor) under a deed of
assignment between StarLife Assurance Company and uniBank (Ghana) Limited. StarLife indicated in the deed of assignment that ‘the
vendor” had requested StarLife to pay $6.3 million to uniBank for this transaction. StarLife, however, indicated that it paid $1 million with an
offer to transfer two parcels of land to uniBank in exchange for the remaining balance of $5.3 million. We have not been able to confirm
payment of the $1million to UniBank as the payment sighted was to Dakmak Adel Mustafa.
Payment of – Facilitation fees (business promotion expenses), calculated as a percentage of some fixed deposits placed with the Bank, were allegedly
facilitation fees paid by the Bank to various unnamed officials of the institutions these amounts were collected from. The percentages ranged from 0.35%
to 10% on the amounts placed. The total amount paid and recorded between January 2018 and 20 March 2018, which was charged to
interest expense, was GH¢20.76 million.
Balance sheet – key liabilities at 31 May 2018

Funding liabilities include GH¢4bn of deposits, GH¢3.3bn (inc. accrued interest) balances due to bank of Ghana and a further GH¢1.4bn due
to other banks. GH¢0.9bn (21%) of deposits were placed by State Owned Entities, with a further GH¢0.8bn (20%) placed by SMEs
Analysis of deposits
Summary of deposits Ageing of amounts due to banks and FIs

Breakdown of commercial deposits
Corporate
6% 2,290.9
GH¢'m
SOE
26% 1,462.3
Financial 721.6
institutions
Retail 25%
153.3
19%
Other public
<90 days 91-180 days 181-365 days 1+ years
institutions Bank of Ghana Agricultural Development Bank
4% ARB Apex Bank Limited Capital Bank Limited
Commercial Other private Educational
Ghana Commercial Bank Limited Merchant Bank (Ghana) Ltd
81% institutions institutions
Pensions9%
National Investment Bank Prudential Bank Limited
1% SMEs Sovereign Bank Adjustment
4%
25%
Ageing of deposits Amounts due to banks & FIs

<90 91-180 181-365 1+ Amount
GH¢’m days days days years Total GH¢’m owed
Individuals 739.2 27.6 21.3 0.1 788.2 Bank of Ghana 3,254.6
SMEs 767.2 21.9 25.0 0.1 814.2 Other banks 1,373.5
Corporates 180.6 10.0 0.4 0.0 191.1 Total 4,628.1
Financial institutions 661.1 34.6 109.8 - 805.5
Pensions 111.1 6.2 16.3 - 133.6
Education institutions 158.3 106.5 12.4 0.0 277.2
SOEs 841.1 12.4 5.5 - 858.9
Other public institutions 124.8 1.0 10.8 0.0 136.6
Other private institutions 27.1 16.5 0.3 - 43.9
Total 3,610.4 236.6 201.9 0.2 4,049.2
Income statement - overview

Data quality and reporting issues have limited our review of the income statement. uniBank recorded a net operating loss (pre-impairment)
of GH¢360m for the five months ended 31 May 2018
Summary
P&L summary
— Net interest income as reported for 2016 and 2017 was over GH¢300 million, leading to
31 Dec 2016 31 Dec 2017 31 May 2018 a reported net interest income position, however this is misleading since:
GH¢‘m Audited Mgmt (Revised)
- Interest income being recognised on non-performing loans that should have been
Interest income 1,347.9 1,405.1 367.2
considered suspended interest and instead credited in the balance sheet; and
Interest expense (1,044.8) (1,069.7) (556.7)
Net interest income 303.1 335.5 (189.6) - SPV interest income on related and connected party loans being recognised, with no
Fees & commission income 40.3 41.4 10.7 associated underlying loan and interest documentation.
Other operating income 49.5 57.5 10.5
— Operating expenses were understated in 2016 and 2017 by GH¢19 million and GH¢43
Operating income 392.9 434.4 (168.4) million respectively owing to non-accrual of certain costs and reversal of transactions
Operating expenses (253.0) (329.6) (190.9) on costs previously capitalised in error.
Operating profit / (loss) 139.9 104.7 (359.4)
Credit Loss Expense (80.2) (618.3) (6,331.9) — Credit loss expenses relate to impairments on assets, as follows:
Profit before tax 59.7 (513.5) (6,691.3) - GH¢3.7 billion against related and connected party loans; and
NFSL (2.7) - -
Income tax expense (15.2) - - - GH¢2.6 billion against loans now deemed non-performing, including with other
Profit for the year 41.8 (513.5) (6,691.3) financial institutions.
— Significant further work is ongoing to understand and validate P&L balances through
this period given the issues found in the reported figures thus far.
Pro forma net interest income (adjusting for excess cost of funds on Pro forma net interest income
shareholder advances)
31 Dec 2016 31 Dec 2017 31 May 2018 — Illustrative adjustments have been made to interest income and interest expense to
demonstrate an indicative underlying net interest position excluding related and
GH¢‘m Mgmt Mgmt (Revised)
connected party transactions. For the purposes of this analysis 91 day treasury bills
Reported interest income 1,347.9 1,405.1 367.2
rates have been used in the compound interest calculations, the actual rates would
Less SPV interest (27.3) (73.4) (33.0)
likely be much higher.
Adjusted interest income 1,320.5 1,331.8 334.2
— Related and connect party loans have been reclassified from other assets and termed
Reported interest expense (1,044.8) (1,069.7) (556.7) SPV loans, with current outstanding capital value of GH¢0.5 billion, the interest being
Less interest attributable to recognised on those loans has been eliminated.
392.1 509.8 318.0
related party loans — Interest expense attributable to the funding of related and connected party loans has
Adjusted interest expense (652.6) (559.9) (238.7) also been adjusted, again using 91 day treasury bill rates, the indicative impact of this is
Adjusted net interest income 667.9 771.9 95.5 compound interest expense of c. GH¢1.5 billion in the period since these transactions
Adjusted profit before tax 424.5 (77.1) (6,406.3) began in late 2013.
Income statement – cost base

2017 run-rate operating expenses were circa GH¢28m per month. To date, circa 21% of the cost base has been identified as incurred with
counterparties that are either related or connected to the shareholder
Summary
Breakdown of operating costs
Related — Operating costs for the year ending 31 Dec 2017 were GH¢373 million, after
31 Dec 16 31 Dec 17 31 May 18 adding back prior year accruals and incorrectly capitalised expenses of GH¢43
party1
GH¢'m Audited Mgmt Mgmt 2017 million. This represented a rise of c.50% year on year.
Staff costs — In the 5 months to end May 2018, operating costs were GH¢129 million, an
Salaries 43.9 53.5 20.7 3.6 annualised cost base of c. GH¢310 million, or GH¢26 million per month.
Allowances 9.0 11.4 4.9 -
Other - 6.8 0.8 - Level of related and connected party spend
Total staff costs 52.9 71.7 26.4 3.6 — 21% of the operating cost base is incurred with counterparties that are either
Other op. costs related or connected to the existing shareholder.
Outsourced Services 14.2 26.3 10.5 26.3
— Some analysis and assessments have been done to understand the prices being
Depreciation 16.2 25.6 8.7 -
charged by these businesses and compare them to the market, for example:
Fuel and lubricants 19.5 24.4 10.2 0.0
Rent - Offices 14.9 16.0 14.1 0.2 - In Outsourced Services costs the contracts with Topp Recruitment, Topp Core
R&M (offices) 11.9 14.2 11.0 11.4 Logistics and Topp Core Security use rates that are typically 20-40% higher
Office utilities 8.4 10.7 4.3 - than market comparators
Professional Fees 5.6 10.7 3.0 -
— Further work is required to provide a detailed analysis of the level and value for
CSR 6.9 9.8 2.1 0.5
money of spend with related and connected parties and to understand the
Promotions 5.2 9.4 1.3 0.0 complexity of switching suppliers for these services.
R&M (vehicles) 5.7 8.8 3.8 -
Local travel 9.1 8.5 1.9 - Other identified cost savings
Security, CIT 12.6 13.0 7.0 13.0 — Since appointment as OA, GH¢14.5 million of annualised cost savings have been
Social security 5.2 6.4 2.7 - executed, largely resulting from reduction of staff and a promotion freeze.
Clothing & corp image 4.0 5.8 2.0 -
Other costs 60.7 68.2 82.0 9.3 — Further opportunities have been identified for future savings as follows:
Total other op. costs 200.1 257.9 164.5 60.8 - GH¢4.5 million staff cost recovery from related parties
Total operating costs 253.0 329.6 190.9 64.4
- GH¢12.0 million relating to branch rationalisation
Further potential adjustments - GH¢2.1 million on vehicle fleet rationalisation
Capitalised and unaccrued
19.3 42.9 (62.2) 12.8 - GH¢3.0 million on office costs (janitor and office space)
costs
Adj. operating costs 272.3 372.5 128.7 77.1 — Again, significant further work is required to fully substantiate the value for
Note 1. Includes related party relationships to date (analysis ongoing) money of each cost category and assess further opportunity for cost savings.
Implications for Bank solvency and liquidity

Based on our work to date, assuming full impairment of shareholder advances within other assets, uniBank is balance sheet insolvent
with net liabilities of GH¢6.5bn as at 20 March 2018 (GH¢6.8bn as at 31 May 2018)
Bank solvency – adjusted net asset position as at 31 March 2018
IFRS 9
20 Mar 18 Impairment Impairment of IFRS 9 impairment 20 Mar 18 IFRS 9 31 May 18
Mgmt net on loans & Capitalised shareholder impairment on off-balance Revised net Trade net of impairment Revised net
assets advances expenses advances on assets sheet item Other assets adjustments on assets assets
(82.1)
(1,000.0)
(2,207.3) (172.5)
(3,000.0)
(5,000.0)
(3,730.1)
(7,000.0) (271.4) (14.3) (75.5) (6,553.2) (97.4) (130.3) (6,780.9)
Net liabilities post

Shareholder balances impairment adjustments total
impaired to nil on basis of GH¢6.5bn.
no contractual entitlement
This deteriorated further to
to security or binding
GH¢6.8bn by 31 May 2018
term-sheet / proof of
funds in place
Implications for Bank solvency and liquidity (cont.)

uniBank is cashflow insolvent absent further BoG support, with minimal current cash balances and building pending obligations of GH¢1.5bn
Net Cash Requirements
Summary
GH¢m 05-Jul-18 Week 1 Week 2 Week 3 Week 4
— The reported amount of GH¢118 million for Cash & Balances with BoG includes
20 11
(8) Ghana cedi equivalent of foreign currency components amounting to GH¢107 million
0 (22) which is not readily available to meet the Bank’s current local currency liquidity
(20) 11 (42) needs. This is due to foreign exchange exposure constraints and rigidities in the
(40) (57) clearing, transfer and settlement processes of foreign currency balances held within
(60) (25) the jurisdiction. The readily available component is the local currency cash of GH¢11
million.
(80)
(77) — The Net Cash Requirements graph opposite depicts two scenarios of estimated cash
(100)
requirement from BoG over a 30-day period.
(120)
— The limited funding scenario relates to meeting only expected withdrawals by
(140) (113) individuals, SMEs and Rural Banks per BoG directive. This results in cumulative cash
(145)
(160) requirement of GH¢57 million over the 30-day period.
Limited Funding Enhanced Funding — The enhanced funding scenario include all expected withdrawals except interbank
and other FIs.
— Pending obligations as at 5 July 2018 increases to GH¢1.5bn, which is detailed in the
Longer term funding requirement – Baseline scenario liquidity gap table below.
1 June — The liquidity gap on a baseline scenario indicates a cumulative requirement of GH¢2.9
2018 2-7 8-30 31-90 91-182 183-365 1-2 2-5 >5 billion over the next 6 months.
(O/N) Days Days Days Days Days Years Years Years
8,000 — The Bank recorded constant breaches of the regulatory 10% cash reserve
requirement. The Bank’s cash reserve ratio was 0.1% as at 31 May 2018.
6,000
4,000 — The increasing cash requirement to meet its pending obligations supports the fact
5,817
that the Bank is cash flow insolvent.
2,000 (49) (164) (529) (1,147) (995) (454) (544) (3,642)
0 Pending obligations as at 5 July 2018:
(2,000)
(49) (213) Category Amount Amount
(4,000) (741) (1,707)
(1,889) GH¢‘m $‘m
(6,000) (2,884) (3,337) Individual 21.9
(3,882)
(8,000) (7,524) Government 535.3
(10,000) Non-bank FIs 377.7 0.5
Discrete Gap Cummulative Gap Interbank 437.6 8.5
Foreign Banks -Borrowings - 1.4
Returned Cheques 92.7
Total 1,465.2 10.4
Executive summary: Operational considerations
Key management and governance findings

uniBank’s governance and operating framework is broadly fit for purpose but the Board and management have not always adhered to the
established framework. The endemic culture of non-compliance has contributed to the continuous deterioration of capital, notably in more
recent periods and contributed to the bank’s inability to operate a profitable and compliant business
Board Operations Procurement/Expenditure Control
The composition and operational policies of the Board did not drive independence There was no formal risk management framework. Significant noncompliance
and effective oversight of key governance and management activities. The with governance and operational policies were not identified and/or reported in a
following highlights some key deficiencies: timely manner. The following key procurement control breakdowns contributed to
• The chairman of the Board served on 5 out of 6 sub-committees of the the high operational cost:
Board • The Bank procured and paid approximately GH¢57.6 million to related entities
• The chairman chaired 3 out of the 5 sub-committees for goods and services from January 2017 to date without an objective
• Insufficient numbers of independent non-executive directors (only 2 out of assessment for value for money
the 11 directors were identified as independent non-executive) • The Bank incurred Staff cost, excluding medical, training, etc. of approximately
• 2 members of the Board were directors of 2 other related party GH¢7.4 million for staff that had been seconded to related party companies
regulated/related financial institutions (uniBank and uniSecurities) (HODA and IFS) from January 2017 to date, without it being refunded
• The Board did not follow up on and/or monitor compliance with directives • There was no formal process (IT steering committee) to manage and
issued to management oversee IT activities (value for money and alignment with strategy)
• The Board did not drive ethical compliance across the Bank (directors and • The Board and management did not review significant spend activities in line
employees did not attest to compliance thereof) with the approved budgets
• Inadequate IT controls including access to key systems
Credit/Loan Process Regulatory Compliance
The overall credit risk management framework did not function effectively. The The activities of the compliance unit did not appropriately mitigate the compliance
low quality of the loan portfolio (related party and non-performing loans) were as risks of the Bank. The significant regulatory compliance breaches were as a result
result of the following: of the following:
• Non-compliance to loan approval limits and responsibilities (management • The compliance unit did not follow-up with the Board and senior
override) including making loans after BoG directive to cease in October management for directives to respond to significant breaches (Compliance
2017 Reports)
• Override of segregation of duties (single approval of loans) • The compliance unit did not implement a framework to co-ordinate the
• Approval and disbursement of loans to related entities (unfavourable accurate and timely issuance of reports to BoG and other institutions
terms to the bank) • There was no process to drive a compliance culture across the bank (no
• Weak collateral management (lack of collaterals or collaterals not sanctions for compliance breaches and alignment with performance
perfected) management process)
• Weak recovery management process and control, only 43% of top 200
customer balances approved
Executive summary: Systemic considerations
Systemic considerations and assumed BoG priorities

uniBank’s financial position presents significant systemic risks to Ghana’s financial sector stability given the contagion effect it presents.
Other financial institutions, pension funds and significant amounts of employees will all be affected
Customer Deposits GH¢4.1 billion deposits at risk Gross Exposure Shareholder Financial institutions impacted
(GH¢million) funds %
• Approximately 370,000 individuals could * • The implications of uniBank’s
(GH¢‘bn) 394 273%
lose their savings, affecting family position may mean that at least four
livelihoods other institutions may be heavily
NBFIs 0.85 impacted
• Unsecured SOEs will be expected to seek 293 54%
support from the government, these • There is significant risk of liquidity
SOEs 1.36 include hospitals, universities and other contagion on these institutions
parastatals * 255 77%
• Additionally BoG’s exposure to
Corporate/SMEs 1.04
• Of the total deposits of GH¢4.1 billion, uniBank was GH¢3.25 billion at 31
GH¢3.5 billion mature within the next 90 May 2018.
0.80 203 20%
Individuals days, requiring significant short term
funding if guaranteed
* Are secured by collaterals of GH¢274
• GH¢850 million is owed to pension funds 181 110% million (Prudential) and GH¢150 million
and other non-bank financial institutions (ADB).
International exposure uniBank Employment and social impact

30
• uniBank owes US$71.8 million to Permanent Staff 811 • In total, an estimated 3,692
25 1,944 employees may be impacted, 1,944
six international institutions, not Contract Staff 64
Millions $
uniBank uniBank staff and 1,748 related party

20 paying these balances could Outsourced Staff 990
staff employees
15 significantly erode investor National Service 79
confidence • Further individuals affected in other
10 3,692 institutions if there is a contagion
• Ghana’s credit risk rating could be employees
5 effect
impacted, placing further pressure impacted
0
on the financial sector and wider • 54 branch network covers 9 of the
Related Entities
economy 10 regions in Ghana, including in
Permanent Staff 1284 1,748 some remote areas where banking
• Given recent failures of Capital Contract Staff 244 related options are limited
Bank and UT Bank this risk is Outsourced Staff 200 party • Historically strong CSR impact will
heightened National Service 20 employees be lost, impacting poorer groups and
communities
Executive summary: Resolution options
Options assessment - context

To the extent rehabilitation of uniBank is not viable or feasible, options have been considered with respect to both i) facilitating an orderly
resolution of uniBank (balancing mitigation of systemic impact vs. cost); and ii) impact on future resolution options for other distressed
institutions
Macro considerations: uniBank specific considerations:
• Ghana has experienced two recent bank failures with • Based on our work performed to date, which remain ongoing, uniBank is insolvent on both a cashflow and
Capital Bank and UT Bank placed into Receivership in balance sheet basis:
August 2017. Following revocation of their banking
• GH¢1.5bn payables overdue as at 5 July 2018. With at least GH¢1.8bn further payables due by 31
licences, deposits and certain assets were transferred to
December 2018 (reflect deposit maturity profile) with no reasonable prospect of repayment from the
state-owned GCB Bank (via purchase & assumption out of
largely non-yielding or non-performing loan portfolio and shareholder advance.
Receivership) to help protect financial stability.
• Net liabilities of GH¢6.8bn following the updated impairment assessment of loans and shareholder
• We understand a number of banks failed the 2016 Asset
advances.
Quality Review (‘AQR’) and remain under supervisory
measures, including others which are within the top 10 • If uniBank were recapitalised and shareholder advances repaid in short order, there is currently no credible
banks and systemically important. path to medium-term financial viability:
• Interest income on third party loans and advances is insufficient to cover associated cost of funds on
underlying borrowings or contribute to overheads. GH¢0.3bn annual operating cost run-rate under
current operating model
• Small retail deposits platform and weak ability to generate robust, performing corporate or retail loans
ASSUMED PRIORITIES
REHABILITATE BANK TO
VIABLE ENTITY WITH
APPROPRIATE CAPITAL
BUFFERS ORDERLY RESOLUTION
WHICH MINIMISES SYSTEMIC
ISSUES AND COSTS TO STATE PROVIDES PLATFORM FOR
IN THE EVENT NOT
ACHIEVABLE OR REALISTIC SIMPLIFIED, ACCELERATED,
AND, WHERE RESOLUTION OF OTHER
POSSIBLE BANKING ENTITIES IF
AND PRACTICAL NECESSARY
Executive summary: Resolution options (cont.)
Resolution options - overview

There are six broad resolution options available….
REHABILITATE BACK TO VIABILITY ORDERLY RESOLUTION
Option A - — Shareholder delivers on outline — Purchase & Assumption ‘good

Shareholder offer to repay shareholder Option D – bank’ to state owned NewCo (basis
advances & recapitalise: for future resolution vehicle)
repayment of GH¢2.0bn cash injection, with Bridge bank and
advances and further cash injection (value TBD) liquidate residual — Liquidate residual uniBank via
recapitalisation from refinancing personal assets Receivership
— Third party investor led solution,

with change of control delivered Option E – — Purchase & Assumption ‘good
through bail-in of existing P&A certain assets and liabilities’ to third-party
Option B - shareholder or dilution from new bank for State dowry (Bond
assets & liabilities
Third-party investor on new equity raise. issuance)
to another bank
recapitalisation — Viability addressed through — Liquidate residual uniBank via
and liquidate
operational fix & potential transfer Receivership
of bad assets to AMC residual
— Transfer to state delivered through

forced debt for equity swap Option F –
Option C - (possibly via bail-in) of Shareholder
equity and State balances
Full Liquidation — Liquidate uniBank via Receivership
Nationalisation (via Receivership)
(deposits from state owned
entities and BoG funding)

Of the six proposed resolution options, creating a Bridge bank (to assist future bank resolution) is preferable from a systemic perspective.
However, the absence of performing assets and inability to originate profitable performing loans to underpin income generation indicates
creation of a profitable viable Bridge Bank from uniBank operations could be challenging, and will be further impacted by the chosen
structure and features of the capitalisation bond. P&A of certain deposits and loans and uniBank liquidation is more deliverable.
Option Systemic Cost to State Sustainability Complexity Deliverability Key issues
impact
A - Shareholder • Moral hazard – market signalling considerations

repayment of • Timing - additional shareholder engagement required to determine credibility and
advances and deliverability of offer
recapitalisation • Liquidity – further ELA required to bridge to receipt of proceeds unless deposits
successfully rolled over
B - Third-party • Deliverability – limited investor interest given non-credible equity story

recapitalisation (operational challenges and financial viability)
• Prolonged Timetable – third party diligence and negotiation necessary to
conclude process
C- • IFI confidence – perceived as last resort option

Nationalisation • Cost and complexity – no clear route to financially viable entity post
nationalisation
D - Bridge bank • Financial viability and sustainability - limited performing assets for transfer
and liquidate (GH¢0.3bn) inhibits income generation to cover funding and fixed costs. Use of
residual floating rate capitalisation bonds would be preferable to avoid introducing MTM-
driven solvency and liquidity risk.
E - P&A certain
assets & • Capacity / willingness of institutions to absorb further net liabilities
liabilities to
• Future resolution platform - not provided
another bank
and liquidate • Socio-economic - adverse impact on staffing / job losses
residual
F - Full
• IFI and depositor confidence
Liquidation (via
• Job losses – c.3,700 direct and indirect staff currently employed
Receivership)
The overall assessment of priority options needs to consider the relative importance of the 5 assessment criteria stated above, which should be considered in your decision-making.
Option A – Shareholder repayment of advances & recapitalisation

The shareholder recapitalisation offer is insufficient to restore balance sheet solvency, with a GH¢0.6bn shortfall remaining assuming
properties are financed at 100% LTV to OMV (which is unrealistic) and IPC impairments are reversed
OVERVIEW – Proposed 3 stage cash injection SYSTEMIC IMPACT
July 2018 Sept 2018 TBD
Depositor protection Deferred but future viability concerns
¢ ¢ IFI confidence Dependent on resolution speed
Financial inclusion Branch coverage and access retained

GH¢1.0bn GH¢1.0bn Further cash injection from
cash injection cash injection refinancing GH¢4.1bn Employment Operations and employment retained
property portfolio
May-18 Jul-18 Sep-18 Full Scenario Scenario Scenario COST TO STATE
GH¢4.1bn A1 B1 C1
Shareholder loans2 5.6 4.6 3.6 - 1.1 1.8 2.4 Deposit guarantee Avoids immediate call on guarantee
Cash - 1.0 2.0 6.1 4.5 3.8 3.2 Recovery BoG funding Dependent on resolving future viability and
Capital shortfall (7.4) (6.4) (5.4) (1.3) (2.9) (3.6) (4.2) sustainably growing depositor base
(estimated)
Note 1. Scenarios assume 60% LTV advance and nil, 25% and 50% haircut to property valuations respectively
Resolution costs Reduced to additional supervision costs
Note 2 – includes shareholder loans in Other Assets, Loans and Advances and other balances
KEY ISSUES: COMPLEXITY
1. Moral hazard. BoG to opine on ‘fit and proper’ criteria and broader market signalling. Large number of critical factors outside of OA and BoG control, including
2. Sufficiency. The capital deficit at 31 May 2018 is GH¢7.4bn (GH¢7.0bn capital deficit delivery of property to be refinanced, valuation of property portfolio and timing
plus GH¢0.4bn minimum capital requirement), before run-rate ongoing losses. The of refinancing process
proposal can only deliver maximum proceeds of GH¢6.1bn, even assuming no
Third party bank refinancing of property portfolio customarily requires material
deterioration in stated property values and 100% LTV advance on financing (which is
diligence
unrealistic) leaving a GH¢1.3bn shortfall (reduced to GH¢0.6bn shortfall assuming
reversal of impairment losses on IPCs)
SUSTAINABILITY
3. Certainty. Proposal carries material execution risk, particularly in respect of source of
funds of GH¢2.0bn cash injection and availability and quantum of financing against the Unviable business model and cost base remains
property portfolio (which may be non-yielding and subject to material valuation risk).
4. Timing. Developing existing high level proposal through to a detailed term-sheet with Further capital shortfalls possible for future NPL risk and operating losses
proof of funds (incl. 3rd party property finance) would customarily take 3-6 months +
and is unlikely executable within the current OA timeframe.
Option B – Third-party recapitalisation

Given the Bank’s strategic positioning and current financial condition, third-party recapitalisation is not considered a credible option, given
the comparatively low investment cost of establishing a new bank.
OVERVIEW - combination of: SYSTEMIC IMPACT

Operational Fix Balance sheet restructuring Depositor protection Solvency restored
¢ IFI confidence Functional resolution evidenced

• Fix operational governance • Deliver change of control:
& controls issues Employment Operations retained but likely job losses
• Bail-in shareholders whilst arising from operational fix
• Reposition strategy: lending under OA, then recapitalise; or
& funding model COST TO STATE
• Dilute existing shareholder
• Right-size cost base through recapitalisation. State
equity participation (via bond Deposit guarantee Avoids immediate call on de-facto guarantee
• Improves recoveries culture issuance) to plug residual
legacy book -NPLs moved to Recovery BoG funding Dependent on resolving future viability and
capital gap
an Asset Management sustainably growing depositor base
Company
Resolution costs State support likely necessary alongside new
investor
1. Low investor interest. Lack of credible equity story (uncompetitive funding base,
Accelerated M&A and diligence process hampered by data quality and
inability to originate profitable robust lending, high cost base) and cost / complexity of
availability issues
necessary operational fix reduces potential investor appetite.
2. Timetable. Accelerated M&A process would require 12+ weeks. Data quality, loan Effective route to deliver change of control to be determined – BoG
portfolio quality and uncertainty over contingent liabilities would likely adversely determination powers currently untested. Robust valuation required to support
impact diligence timetable, potential investor confidence and ultimately pricing. bail-in
3. Liquidity. Bridging liquidity (through ELA) would be necessary to provide a stable Potential necessity for state involvement to address residual solvency issues
platform through the accelerated M&A process. Public awareness of potential M&A will likely further complicate negotiation process and timetable
could trigger run on deposits.
SUSTAINABILITY
4. Necessity for state participation. State equity participation (via bond issuance) likely
required to support solvency. Equity injection via Bond (rather than cash) leaves Retained uniBank entity exposed to legacy litigation and contingent liabilities.
residual solvency risk arising future fluctuations in MTM of the Bond. Credibility of Business Plan and investor track record undeterminable
Option C – Nationalisation
Nationalisation may adversely impact IFI confidence and, given the material cost implications, could be considered as a last resort to
insolvency

Nationalise Operational Fix Depositor protection Solvency improved post capitalisation
¢ IFI confidence IFI perception resolution tools ineffective

• Delivered through: • Fix operational governance
Employment Operations retained but likely job losses
& controls issues
• Assignment of BoG funding & arising from operational fix
deposits of State Owned • Reposition strategy: lending
Entities (the ‘State Interest’) & funding model COST TO STATE
totalling GH¢4.7bn.
• Right-size cost base
• Debt for equity swap of Deposit guarantee Avoids immediate call on de-facto guarantee
existing shareholder and • Improves recoveries culture
legacy book - NPLs moved to Recovery BoG funding Dependent on resolving future viability and
State Interest through bail-in
AMC? sustainably growing depositor base
Resolution costs Ongoing State support necessary through

liquidity line
KEY ISSUES:
COMPLEXITY
1. Execution complexity. State related balances would first require assignment from
existing State creditors (BoG, State Owned Entities) to one central ministry, capable of Effective route to deliver debt for equity swap to be determined – BoG
holding equity (assumed MoF). determination powers currently untested. Creditor classes to be capitalised
inconsistent with bail-in creditor hierarchy
2. Timetable. Material execution planning required. Data quality, loan portfolio quality
and uncertainty over contingent liabilities hampers production of robust business Robust business valuation and identification of related party deposits required to
valuation to support the Bail-in process (to establish creditors respective economic support bail-in
interest and future equity participation.
3. Liquidity. Bridging liquidity (through ELA) would be necessary to provide a stable SUSTAINABILITY
platform through to Nationalisation. Public awareness of potential M&A could trigger
run on deposits. Retained uniBank entity exposed to legacy litigation and contingent liabilities.
Complex operational turnaround necessary to mitigate future losses and provide
4. Cost. Liquidity support required for State Owned Entities subject to deposit bail-in, in future exit route through sale / IPO
addition to covering ongoing liquidity needs of nationalised Bank.
Option D – Bridge bank and liquidate residual

Transitioning to Bridge bank is complex, but appears possible with appropriate execution planning. However, the absence of performing
assets and inability to originate profitable performing loans to underpin income generation indicates creation of a profitable viable Bridge Bank
from uniBank operations could be challenging, and will be further impacted by the chosen structure and features of the capitalisation bond.
OVERVIEW SYSTEMIC IMPACT
1 State subscribes 3 Receiver 4 Certain assets and liabilities (all
Depositor protection Solvency improved post capitalisation
equity in NewCo via appointed liabilities including deposits
bond and/or cash over uniBank except those related to IFI confidence Functional resolution evidenced
shareholder/related
State party/suspicious party), and Financial inclusion Branch coverage reduced to right-size cost-
operations transferred via base
Purchase & Assumption
Bond Equity agreement Employment Operations retained but likely job losses
arising from operational fix
NewCo
uniBank*
Bridge Bank COST TO STATE
Certain assets and liabilities and operations
Residual assets, including Deposit guarantee Avoids immediate call on guarantee
2 NewCo licenced & 5 shareholder advances
management recovered through
function established Recovery BoG funding Dependent on liquidation outcome in
Receivership or shifted to AMC uniBank (where BoG funding claim retained)
which is critically dependent on quantum of
KEY ISSUES: shareholder advance recoveries
1. Future viability of Bridge bank. Poor quality asset base available for P&A (third-party Resolution costs Bond to capitalise Bridge Bank and funding
corporate loan portfolio), limited ability to successfully originate performing loans, high of establishment costs and future losses
cost base and uncompetitive funding structure (high-cost deposits) are a material drag-
anchor to future profitability and viability of Bridge Bank. Absent strategic repositioning
COMPLEXITY
and operational enhancement of the business model, Bridge Bank risks becoming a high-
cost run-off vehicle for assumed assets with limited opportunity for future exit. Use of Steps paper and detailed execution planning for establishment of Bridge Bank
floating rate capitalisation bonds would be preferable to avoid introducing MTM-driven target operation model and assumption of operations
solvency and liquidity risk.
2. Cost. Day-one Bond issuance cost likely in excess of GH¢4.3bn (GH¢3.6bn+ net Identification and valuation of ‘good’ assets and relevant liabilities to be
liabilities assumed, balance to cover running losses until year end and GH¢400m assumed by Bridge Bank. Approval and execution process for Bond issues
minimum capital).
SUSTAINABILITY
3. Execution complexity. Whilst our work has not yet identified any material impediments
to the P&A of assets, liabilities and operations, material execution planning is required re. Bridge Bank viability unclear absent strategic repositioning and operational
establishment of NewCo and execution of the P&A, which is further complicated by the enhancement of the business model
current reliance on related-party service provision contracts (e.g. security)
Option D – Bridge bank il ustrative six month roll forward

Illustrative scenario analysis highlights that, absence a credible strategic and operational plan to sustainably grow new lending, Bridge Bank
will become increasingly unviable. Financial performance and stability will be critically dependent on the coupon of the Capitalisation Bond
Illustrative Bridge Bank Illustrative residual uniBank post P&A certain
assets and liabilities to Bridge Bank
10 year floating rate Bonds fully liquefied GH¢'m
bond issued to cover to pay off liabilities Net interest income 2 129
net liabilities to be and cover costs. Fee & commission income 21
assumed and minimum Assumed positive
Operating costs (156)
capital requirement of margin of 0.5%
GH¢'400m and ongoing (19.5% bond yield Est. 6 month net loss (6)
operating losses. less 19% repo rate)
.
Establish Bridge Bank Trading
2. P&A of Day 1 Repay. 6 months Balance as
1. Bond assets & 3. Bond Balance 6 month maturing Balance at 31 May P&A Post-P&A
GH¢'m issue liabilities repo sheet P&L deposits sheet 2018
GH¢'m
P&L - - - - (6) - (6)
Assets
Assets Fixed assets 147 147 -

Bond 5,500 - - 5,500 - - 5,500
Loans and advances to customers 309 309 -
Loans 1 - 309 - 309 - - 309
Remaining assets 1,928 - 1,928
Fixed assets - 147 - 147 - - 147
Cash - - 5,500 5,500 - (5,194) 306 Total assets 2,384 456 1,928
Total assets 5,500 456 5,500 11,456 - (5,194) 6,262 Liabilities
Customer deposits (4,050) (4,050) -

Liabilities
Repo - - (5,500) (5,500) - - (5,500) IFI loans (1,374) (1,374) -
IFI loans - (1,374) - (1,374) - 1,271 (103) BoG liability (3,254) - (3,254)
Deposits - (4,050) - (4,050) - 3,923 (127)
Total Other liabilities (487) - (487)
(5,424) (5,500) (10,924) - (5,194) (5,730)
liabilities
Total liabilities (9,165) (5,424) (3,741) 3
Reserves (5,500) 4,968 - (532) 6 - (526) Net liabilities (6,781) (4,968) (1,813)
Notes: 1. Being GH¢330m performing loans, net of GH¢21m employee loans

2. Includes interest on short term cash investments
3. Excludes the state’s claim on uniBank for the excess liabilities transferred
Figures are for illustrative purposes only. Liabilities have been taken from the May balance sheet and thus will be materially higher due to interest charges: the above figures assumes no compounding; all loans remain
performing and do not mature; no change in interest rates; no inflation cost rises; and no benefits to any cost cutting measures. Operating costs assume current run rates are maintained.
Option E – P&A certain assets & liabilities to another bank and liquidate residual
The Ghanaian banking system may have insufficient balance sheet capacity or desire to absorb GH¢3.8bn of net liabilities unless the
deposits are funded at a net discount (e.g. through offering a positive spread on the State Bond)
1 Solicit expression of 2 Receiver appointed 3 Certain assets and
interest (via accelerated over uniBank liabilities transferred via
M&A process) for Purchase & Assumption IFI confidence Functional resolution evidenced
performing assets and agreement
certain liabilities Financial inclusion Loss of regional branch coverage on
Bond transfer Receivership of uniBank
AcquireCo uniBank Employment Staff currently employed by uniBank will be
Certain assets and liabilities
lost on Receivership
Creditor claim Bond COST TO STATE

4 5
State contributes Residual assets operations Deposit guarantee Avoids immediate call on guarantee
Bond to acquirer to and shareholder advances State
cover net liabilities recovered through Recovery BoG funding Dependent on liquidation outcome in
and future losses Receivership or shifted to uniBank (where BoG funding claim retained)
acquired AMC which is critically dependent on quantum of
1. Ability & willingness of institutions to absorb GH¢3.8bn net liabilities (GH¢0.2bn Resolution costs Bond to capitalise Acquirer and State
higher than Bridge Bank scenario as no fixed assets transferred). High-cost deposits, guarantee for future losses
poor quality asset base available for P&A, and relative size of net liabilities to be
assumed against acquirers existing balance sheet are drag-anchor to future profitability COMPLEXITY
and solvency, reducing potential acquirer interest (unless compensated through
purchase price) Identification and valuation of certain assets and relevant liabilities to be
2. Sustainability. State support through provision of a Bond, which will be held at mark-to- assumed by Acquirer
market value rather than cost, risks destabilising acquirers existing solvency and liquidity
position in the event of future interest rate rises and a reduction in Bond value. The net Approval and execution process for issuance of State Bond
liabilities to be absorbed may need to be spread across several acquiring institutions to
partially mitigate the mark-to-market risk on any one particular institution SUSTAINABILITYTAINABILITY
3. Execution complexity. Data quality issues and deficiencies identified to date in loan
securities will both reduce acquirer interest and delay diligence timetable. The inability Risk of future solvency and liquidity issues in Acquirer heightened due to
to provide recourse back to uniBank for future losses on acquired assets may Variable Bond mark-to-market (impacts equity and eligible BoG borrowing base)
necessitate some for of State guarantee / asset protection
Option F – Full liquidation via receivership

Due to near-term liquidity constraints it may be necessary to execute other options (such as Bridge Bank or P&A) out of Receivership (with
liquidation of the residual entity), rather than out of Official Administration. The estimated outcome on liquidation remains subject to
further valuation and scenario modelling
1 Receiver appointed 3 Realisations distributed to creditors in

Depositor protection Limited prospect of distribution under s135
to liquidate uniBank priority waterfall as prescribed in
Act 930
section 135 of Act 930
IFI confidence Negative
Financial inclusion Full branch closure on wind-down

uniBank
Employment Loss of jobs (current direct and indirect
employees
2 Assets and shareholder

advances recovered COST TO STATE
through Receivership or
shifted to AMC Deposit guarantee If unsecured depositors are not transferred
out under a P&A then, under s135 of Act930
KEY ISSUES:
they will rank behind BoG funding with
1. Uncertainty of returns on liquidation limited prospect of recovery
• The key swing-factor in estimated liquidation returns is potential recoveries against Recovery BoG funding Dependent on successful recovery of claims
the GH¢3.7bn (plus accrued interest to be determined) unsecured shareholder again Shareholder
advances. Further assessment of potential is contingent on the progression of
forensic work, to include a suggested global asset search and recovery assessment. Resolution costs High
• Cash recoveries against the loan portfolio and fixed assets. Our IFRS9 indicative
valuation assessment is based on Bank data (which may be inaccurate or incomplete) COMPLEXITY
and includes a number of assumptions (e.g. in respect of asset recovery timings)
which may could change as future facts and circumstances change. Fixed assets and Material work expected to unwind / confirm suspect transactions and validate
security remain subject to independent valuation. assets and liabilities
2. Creditor waterfall Asset recoveries (pre any potential recoveries from
Shareholders) appear insufficient to cover priority BoG claims, leaving no prospect of
recoveries for under Section 135 of Act 930
Narrowing options – simplified decision tree

Executable options are governed by the availability of further short-term liquidity support and the State’s willingness and ability to
guarantee depositor losses arising on insolvency. There is limited opportunity for deposit loss mitigation from the migration of
performing loans (< GH¢0.4bn) to offset deposits
Continue in O.A.
OPTIONS (EXECUTED OUT OF O.A. OR LIQUIDATION (VIA
Y RECEIVERSHIP)
Is GH¢1.0bn 1st tranche Is state willing to Y

N Can BoG provide liquidity support All 3rd party
shareholder contribution Does banking system have
support for a further 1 to 3+ depositors
received 16 July 2018? sufficient capacity to absorb
months to minimise (GH¢4bn+) in line State Bonds (state funding to
systemic disruption pending with prior N acquirers)?
Y transaction execution? Y
announcements?
N Plan and execute transition
Is balance of shareholder Y to NewCo & build viable
N N
proposal sufficient & Bridge Bank
credible? Withdraw banking licence & Can State fund incremental
liquidate via Receivership costs (GH¢0.5bn+) and make
a Bridge Bank financially viable Plan and execute transition
Y
in the long-term? to NewCo and run-off non-
Is BoG prepared to provide viable Bridge Bank
additional liquidity support N Pursue claims against N
pending full receipt of shareholder
proposed proceeds? Is State prepared to back- Plan and Execute P&A ‘good’
Y assets and selected liabilities
stop certain 3rd party
Y
liabilities (e.g. Retail across institutions and
deposits)? liquidate balance
Is shareholder still deemed N
‘fit and proper’? N
Is Nationalisation possible Y Nationalise

Y and politically acceptable to
avoid insolvency?
Execute shareholder
proposal N
Liquidate via Receivership
Executive summary: Timetable and next steps
Next steps
— Immediate funding availability through either OA or Receivership
— Priority / weighting of options assessment considerations (systemic impact vs cost etc)
Seek BoG direction on — Capacity of other banks to accommodate P&A (Option E)
key matters
— Options to possibly reduce cost / improve stability Bridge Bank:
— Bond issuance at Floating rather than Fixed Rate. Margin spread Bond and Central bank rates. Possibility of releasing Govt.
security collateral on BoG loans to transfer to Bridge Bank (reducing net liabilities to be funded
— BoG response in event of payment / non-payment on 16 July to include possible counter-offer

Close-out shareholder — Contingency plan in event of non-cooperation by the Shareholder
offer
— Commencement of forensic work-stream, as outlined in our letter dated 28 June 2018 to further assess and clarify our Suspicious
Transactions review and establish the basis of possible claims against the Shareholder
— Granular identification and selection of relevant assets and liabilities for transfer under P&A
Develop planning for — Data aggregation and remediation for proposed assets and liabilities tor transfer under P&A
Option E (P&A)
— Accounting and legal steps planning for any State Bond issuance necessary to enable transfer of net assets, rather than net liabilities,
under P&A
In addition to the granular asset / liability assessment outlined Option E:

Commence top-up — Target Operating Model & operational resource requirements (staff etc)
planning for
— Legal review of key contracts to confirm ability to assign
Option D (Bridge
Bank) — Basic financial modelling to size Bond
— Outline drafting of Transitional Service Agreement to ‘buy’ service provision from uniBank prior to transferring operations & employees
— Complete Liquidation analysis and estimated outcome statement

Outline contingency
planning for Option F — Prepare high-level Receivership / liquidation plan
(Receivership) — Prepare high-level assessment of potential funding requirement in Receivership
Financial condition
– Key metrics
– Unaudited statement of financial position as at 20 March 2018
– Unaudited statement of financial position as at 31 May 2018
– Quality of assets as at 31 May 2018
– Composition of liabilities and equity as at 31 May 2018
– Off balance sheet items
– Unaudited financial performance for the 5 month period to 31 May 2018
– Related parties – relationships, transactions and balances
– Related parties - relationships, transactions and balances at 31 May 2018
– Liquidity position and funding
– Liquidity plan
– Taxation
Financial condition
Key metrics
The indicators below depict liquidity and capital challenges Non-Performing Loans : These are
loans classified as either substandard,
doubtful or loss in line with BoG’s
Non-Performing Loans/Gross Loans 89% 9% prudential guidelines.
Non-Performing Related Party
Asset Risk Non-Performing Related Party Loans/Gross 97% Loans : This represents the non-
Related Party Loans performing loan portion of gross
related party loans.
Top Five Loans/Total Loans 14% Top five loans : Highest five
exposures of the Bank’s total loan
portfolio.
Capital Risk Capital Deficit GH¢7.4 billion Capital Deficit : The bank has a capital
Solvency deficit of GH¢7.4 billion compared to
the regulatory minimum of GH¢400
Net Interest Income/Average million.
Interest-Earning Assets
-6%
Net interest income: This comprises
interest income less interest
Profitability Profit Before Taxation/ -282% 1.5% expenses.
Tangible Assets
Cost/Income ratio: This represents
Pre-provision Income/Tangible operating costs as a percentage of
Assets -15% operating income.
Net income used in this analysis is
Efficiency based on profit before tax in the
Cost/Income
-113% Bank’s unaudited accounts up to 31
May 2018, adjusted for impairment.
Pre-provision: this is the profit before
Funding Market Funds/Total Banking
Assets 208% 3.5% tax and impairment in the Bank’s
Structure unaudited accounts up to 31 May
2018. This has not been fully
Liquidity validated.
Liquid Banking Assets/Tangible 7% 30%
Banking Assets Market funds comprise of borrowings
Liquidity Risk and balances due to banks and other
Cash Reserve Ratio 2% 10% financial institutions
- Median Percentages
Key: - uniBank Ratio
Chart not drawn to scale. (Sourced from Moody’s report
on a local bank)
Financial condition
Key metrics
The high non-performing loans ratio is indicative of the Bank's poor asset quality which is mainly
Non-Performing Loans/Gross attributable to poor credit administration and concentration of the credit portfolio.
Loans
Non-Performing Related Party The ratio of non-performing related party loans to the gross related party loans was 97%.
Asset Risk Loans/Gross Related Party Loans

The Bank is highly exposed to the top five customers. As a result, the credit quality of these customers
Top five loans/Total loans significantly influence the Bank's performance.
Capital Deficit The bank has a capital deficit of GH¢7.4 billion compared to the regulatory minimum of GH¢400 million.
Capital Risk
Net Interest Income/Average The negative ratio resulted from a deterioration in the asset quality of earning assets and high funding
Interest-Earning Assets costs.
Profit before taxation/Tangible Profit before taxation to tangible assets was -282% mainly because of credit impairment losses of
Profitability GH¢6.33 billion and net interest expense of GH¢190 million. Operating expenses totalled GH¢191 million.
Assets
Pre-provision Profit before impairment to tangible assets of -15%. This was mainly driven by high operating expenses of
Income/Tangible Assets GH¢191 million and net interest expense of GH¢190 million.
Efficiency Cost/Income The negative cost/income ratio is a reflection of the high operational costs and low earnings.
Total borrowings from local and foreign lenders as a percentage of total assets was 208%, which reflects
Funding Market Funds/Total Banking negatively on the Bank’s leverage position. The Bank sourced funding at relatively higher costs.
Structure Assets
The percentage of liquid assets to total tangible assets showed a weak liquidity position. 89% of the liquid
Liquid Banking Assets/Tangible assets are not available to the Bank and thus have been excluded from the computation. The Bank has
Banking Assets been unable to fully honour all its financial obligations as they fall due. Further details on liquidity has been
Liquidity provided on page 48.
Risk
The Bank’s cash reserve was 8%, short of the minimum regulatory threshold of 10% and was mainly the
Cash Reserve Ratio
result of liquidity challenges.
Financial condition
Unaudited statement of financial position as at 20 March 2018

Unadjusted 90-Day Report Post Post 90-Day Report
Balance Adjusted Balance 90-Day Report Adjusted Balance
20 March 2018 Reclassifications Adjustments 20 March 2018 Adjustments 20 March 2018
GH¢'000 GH¢'000 GH¢'000 GH¢'000 GH¢'000 GH¢'000
Assets
Cash and Bank 201,994 - (12,048) 189,946 - 189,946 *;&
Government Securities 1,113,443 41,378 913 1,155,734 (1,449) 1,154,285 *
Due from other Banks and FIs 327,834 19,365 46,096 393,295 (254,902) 138,393 &
Loans and Advances to Customers 2,288,083 251,782 (1,265,242) 1,274,623 (525,877) 748,746
Other Assets 4,291,914 (275,478) (148,025) 3,868,411 (3,745,110) 123,301 *;&
Current Tax Asset 7,897 - - 7,897 - 7,897 *
National Fiscal Stabilisation Levy 1,060 - - 1,060 - 1,060 *
Property and Equipment 608,621 (53,151) (405,282) 150,188 - 150,188 *
Intangible Assets - 13,236 (33) 13,203 - 13,203 *
8,840,846 (2,868) (1,783,621) 7,054,357 (4,527,338) 2,527,019
Liabilities
Customer Deposits 4,275,362 425,568 22,294 4,723,224 - 4,723,224
Due to other Banks and FIs 3,602,508 287,546 100 3,890,154 - 3,890,154 *
Borrowings 524,696 (251,861) 27,397 300,232 - 300,232 *
Other Liabilities 513,031 (464,121) 96,012 144,922 14,345 159,267 *;&
Deferred Tax Liability 7,389 - - 7,389 - 7,389 *
8,922,986 (2,868) 145,803 9,065,921 14,345 9,080,266
Capital and Reserves

Stated Capital 397,130 - (47,000) 350,130 - 350,130
Capital Surplus 22,620 - - 22,620 - 22,620
Statutory Reserve Funds 88,595 - - 88,595 - 88,595
Regulatory Credit Risk Reserve 19,440 - 195,605 215,045 (215,045) -
Income Surplus (609,925) - (2,078,029) (2,687,954) (4,326,638) (7,014,592)
(82,140) - (1,929,424) (2,011,564) (4,541,683) (6,553,247)
Total Liabilities and Shareholder
Funds/(Deficit) 8,840,846 (2,868) (1,783,621) 7,054,357 (4,527,338) 2,527,019
Adjustments to the financial position of 20 March 2018, primarily relate to additional credit losses recognised on loans and advances and the write off of expenditure items that had previously been
capitalised. The Post 90-Day Report adjustments represent additional impairment allowances, arising mainly from the use of the expected credit loss model, as required under IFRS 9. The overall impact of
these adjustments resulted in a reduction of net shareholders funds by GH¢6,471 million.
*: Some balances are yet to be validated. Any adjustment resulting from work done on balances not yet validated could impact the reported adjusted balances at 20 March 2018.
&: Included in these balances are amounts that have not been validated due to system and data migration issues. The Bank completed an upgrade of its T24 core banking application from version R8 to
version R15 on 1 July 2016. A number of issues resulting from this upgrade are yet to be resolved.
Financial condition
Unaudited statement of financial position as at 31 May 2018

Post Post 90-Day Report
90-Day Report 90-Day Report Adjusted Balance
31 May 2018# Adjustments 31 May 2018#
GH¢'000 GH¢'000
Assets Liabilities
Cash and Bank 117,794 - 117,794
Government Securities 1,157,004 (1,351) 1,155,653
Due from other Banks and FIs 416,888 (267,542) 149,346 Assets
Loans and Advances to Customers 1,335,794 (680,058) 655,736
Other Assets 3,844,918 (3,708,861) 136,057
Current Tax Asset 7,897 - 7,897
National Fiscal Stabilisation Levy 1,060 - 1,060
Property and Equipment 147,840 - 147,840
Intangible Assets 12,917 - 12,917 Total Assets
7,042,112 (4,657,812) 2,384,300
Other Assets
Liabilities Others 6%
Customer Deposits 4,049,279 - 4,049,279 18%
Due to other Banks and FIs 4,628,122 - 4,628,122
Borrowings 339,407 - 339,407
Loans and
Other Liabilities 126,925 14,121 141,046
Advances to
Deferred Tax Liability 7,389 - 7,389 Customers
9,151,122 14,121 9,165,243 28%
Capital and Reserves

Government
Stated Capital 350,130 350,130 Securities
Capital Surplus 22,620 22,620 48%
Statutory Reserve Funds 88,595 88,595
Regulatory Credit Risk Reserve 364,163 (364,163) -
Income Surplus (2,934,518) (4,307,770) (7,242,288) • Net liabilities as at 31 May 2018 was GH¢6.78 billion.
(2,109,010) (4,671,933) (6,780,943) • Customer deposits and Due to other Banks and FIs represent 44.2%
Total Liabilities and Shareholder and 50.5% respectively of total liabilities.
Funds/(Deficit) 7,042,112 (4,657,812) 2,384,300 • The Post 90-Day Report adjustments represent additional impairment
allowances, arising mainly from the use of the expected credit loss
#: The balances as at 31 May 2018 have not been fully validated. model, as required under IFRS 9. The overall impact of these
adjustments resulted in a reduction of net shareholders funds by
GH¢4,672 million.
Financial condition
Quality of Assets as at 31 May 2018

Loans & Advances Due from other Banks and FIs
• The gross loan portfolio was GH¢3.74 billion, with an impairment allowance of • The gross amount of amounts due from other banks and FIs was GH¢417
GH¢3.08 billion, resulting in a net loans and advances balance of GH¢0.66 million, with an impairment allowance of GH¢268 million, resulting in a net
billion. balance of GH¢129 million.
• 89% of the Bank’s gross loans and advances portfolio have been classified as • Balances due from correspondent banks represented 14% of the total gross
non-performing. balance. Placements with another FI (Prudential Bank), representing 22% of
the total gross balance, has been pledged against borrowings from Prudential
• The top 50 loans totaled GH¢2.19 billion, of which 91% was non-performing.
Bank.
• 43% of the loan portfolio, amounting to approximately GH¢1.6 billion, was to
• The net balance includes items in course of collection of GH¢11 million (20
related parties.
March: 12 million) which are yet to be fully validated.
Other Assets Cash and Bank

• The gross amount of Other Assets was GH¢3.84 billion. • The bank balance with BoG represented 73% of the total cash and bank
balance of GH¢118 million.
• GH¢3.7 billion of this balance represent amounts advanced to shareholders.
These advances are unsecured and were not granted under normal credit • A substantial part of cash on hand was held in local currency. About 37.3% of
arrangements. No repayments have been made in 2018. The shareholders have cash balances were held in foreign currencies.
made promises to repay these amounts. As the shareholders are yet to provide
• Clearing and other suspense account balances, which constitute about 2% of
reasonable proof in support of their ability to settle these balances, the
the cash and bank balances are yet to be fully validated.
outstanding amounts have been fully impaired.
Government Securities Property and Equipment

• Investments in Government of Ghana issued securities stood at GH¢1.16 billion • The Bank’s property and equipment balance was GH¢148 million.
• About 93% of these securities have been pledged in support of borrowings • Land and buildings and motor vehicles constituted 51.5% of the total value,
from financial institutions whereas capital work-in-progress formed 21.6%.
• The ownership of assets valued at GH¢17.6 million included in the property and
equipment has not yet been confirmed due to lack of documentation.
Financial condition
Composition of liabilities and equity as at 31 May 2018

Customer Deposits Capital Adequacy
31 May 2018 20 March 2018
• Customer deposits was GH¢4.05 billion. GH¢'000 GH¢'000
• Time Deposits constitute 55.6% of customer deposits. Risk weighted asset base (RWA) 1,300,636 1,390,157
• Annual interest rates offered on deposits was up to 31.5%.
Minimum required capital (based on RWA) 130,064 139,016
• Customer deposits reported to BoG in December 2017 was understated by Minimum regulatory capital by 31 December 2018 400,000 400,000
GH¢2.3 billion
Adjusted capital base (7,005,820) (6,856,787)
Capital deficit (based on minimum required capital) (7,135,884) (6,995,803)

Capital deficit (based on minimum regulatory capital) (7,405,820) (7,256,787)
Borrowings and Amounts due to

other Financial Institutions
• The deteriorating capital adequacy position resulted largely from impairment
• The Bank had a total obligation of GH¢4.97 billion to lenders, both local and of assets and the Bank’s weak operating performance.
foreign. • The credit book recorded significant deteriorations due to the irregular and
• Out of this amount, GH¢3.25 billion was owed to BoG. An amount of poor manner in which credit was administered, which posed real challenges
GH¢1.37 billion was due to other local banks and financial institutions. to the recovery of amounts advanced.
Confirmations from 3 banks are yet to be received. GH¢0.54 billion of the • Total risk-adjusted asset base of the Bank reduced by 6.4% on account of
balances are yet to be validated due to ongoing reconciliations. reductions to both risk adjusted on-balance sheet and off-balance sheet assets
• Amounts due to foreign lenders constituted 7% of the total amount. • This was further compounded by maturing trade commitments, which
resulted in reductions to off-balance sheet assets by GH¢157 million from a
position of GH¢648 million at 20 March 2018
• The Bank is currently not generating enough interest income to adequately
cover its interest expense. This situation, when considered alongside the high
Other Liabilities operating costs, has caused the Bank to continue recording losses, which
continues to further worsen its overall results.
• Loans and advances denominated in foreign currencies may further increase
• Other liabilities was GH¢141 million. the capital requirements, should the local currency’s value, when compared to
• Included in the balance is GH¢47 million due to HODA. This represents major international foreign currencies, depreciate as open positions have not
deposits by HODA for an increased stake in the bank. BoG’s approval for been hedged.
this transaction is yet to be received. • Restructuring costs have also not been included in this capital analysis as
details on these costs are unclear at this time.
Financial condition
Off-balance sheet items

Letters of Credit and Guarantees Potential claims against the Bank
The exposures as at 20 March 2018 were in respect of 16 LCs issued in favour of The estimated potential claims from legal cases against the bank as at 20 March
4 customers with a net exposure of GH¢28 million and 137 guarantees with a net 2018 stood at GH¢1.66 million. We are yet to receive responses to enquiries on
exposure of GH¢620 million. Out of these exposures, ninety five (95) guarantees pending and threatened legal cases against the Bank from the Bank’s solicitors
totalling GH¢530 million had not been recorded in the Bank’s books. These were
identified from bank confirmations as well as inquiries made of certain key
members of staff of the Bank.
Description No. of No. of Gross Cash Net

facilities customers exposure cover exposure
At 20 March 2018 GH¢'000 GH¢'000 GH¢'000
Letters of Credit 16 4 39,446 11,627 27,819
Guarantees 137 83 624,483 4,500 619,983
Grand total 663,929 16,127 647,802
Out of the 16 LCs and 137 guarantees held by the Bank at 20 March 2018, 7 LCs
and 27 guarantees totaling GH¢11.2 million and GH¢147.5 million respectively
had expired at 31 May 2018. An additional cash-backed LC, amounting to
GH¢1.6 million, was booked in April 2018. Details of the Bank’s exposures at 31
May is set out below:
Description No. of No. of Gross Cash Net

facilities customers exposure cover exposure
At 31 May 2018 GH¢'000 GH¢'000 GH¢'000
Letters of Credit 10 4 29,929 11,250 18,679
Guarantees 110 71 477,008 4,500 472,508
Grand total 506,937 15,750 491,187
The above amounts included exposures amounting to GH¢18 million and GH¢69
million under LC’s and Guarantees respectively, issued in favour of related entities.
Sahel Sahara Bank presented 3 guarantees, amounting to GH¢37.1 million, to the

Bank on 21 June 2018, which they indicated had crystalised and therefore made a
demand for payment. There is no record of these guarantees in the Bank’s books
and this matter is therefore being investigated. The total amount is not included in
the unrecorded exposures at 31 May 2018 shown above. Refer to Appendix 1.1.1
(Page 85) for details of these guarantees.
Financial condition
Unaudited financial performance for the 5 month period to 31 May 2018

Statement of 90-Day Post 90-Day Post 90-Day 5 Months to • Interest income reduced by 49% when compared to
Comprehensive Income Report Report Report 31 May 2017 the prior period. The reduction was as a result of a
31 May 2018 Adjustments 31 May 2018 deterioration in asset quality. Non-performing loans and
interest in suspense increased by 790% and 365%
GH¢'000 GH¢'000 GH¢'000 GH¢'000 respectively.
Interest Income 367,176 - 367,176 724,737
Interest Expense (556,734) - (556,734) (561,887) • Fees and commission declined by 32% when
Net Interest Income/Expense (189,558) - (189,558) 162,850 compared to the prior period. The decline was due to
reduced volumes of transactional activities such as
foreign transfers, letters of credit and facility fees.
Fees and Commission Income 10,666 - 10,666 15,764
Other Operation Income 10,452 - 10,452 14,247 • The reduction in other income in 2018 was mainly due
Operating Income/Expense (168,440) - (168,440) 192,861 to a reduction in the gain volumes of forex trading
activities.
Operating Expenses (190,926) - (190,926) (138,242)) • Operating expenses increased by 38%. Some of the
Operating Profit/Loss before factors accounting for the increase were as follows:
Impairment (359,366) - (359,366) 54,619 – The recognition of a significant number of
unrecorded expenses, some of which related to
Impairment Expense (1,659,963) (4,671,933) (6,331,896) (35,776) prior periods;
– An increase in salaries of outsourced staff in
Profit/Loss before Tax (2,019,329) (4,671,933) (6,691,262) 18,843
November 2017.
National Fiscal Stabilisation Levy - - - (823) – An increase in internet bandwidth;
Taxation - - - (5,906) – A new contract with a university which required the
Profit/Loss after Tax (2,019,329) (4,671,933)- (6,691,262) 12,114 issue of a substantial number of MasterCard cards,
resulting in additional costs of GH¢5 million;
– The write-off of expenses relating to unopened
branches;
The above account balances have not been fully validated.
– The write-off of expenses that had been
capitalised;
– The amortisation of lease rentals that had been
recorded under lease improvement; and
– The amortisation of unamortised prepaid expenses.
• Impairment expense increased by 17,599% mainly due

to the deteriorating asset quality and inadequate
collateral held by the Bank.
Financial condition
Related parties - relationship, transactions and balances

Related Parties Interest on Amounts due from Shareholders
uniBank engaged in a number of transactions with related entities that are The amounts disclosed as due from shareholders exclude possible interest
restricted under the Banks and Specialised Deposit-Taking Institutions Act, 2016 charges that ought to be accrued and which have, to date, not been
(Act 930). A number of these transactions were also not at arms length. appropriately determined. These amounts will be computed when validation of
Included in the Bank’s books are various related party balances, with a total amounts due from shareholders is completed.
gross balance of GH¢5.69 billion and an impairment allowance of GH¢5.46 billion
resulting in a net balance of GH¢0.23 billion. Nature of relationships and transactions
The identified entities, details on the transactions and balances are set out in the
A listing of identified related parties, the nature of the Bank’s relationship and
next slide.
transactions with them is set out in Appendix 1.1.2 (Page 86).
Composition of Other Assets
Advances to Shareholders, with gross amount of GH¢3.7 billion, formed the
main component of Other Assets. Advances to Shareholders comprised mainly
of payments for equity investments for related entities, loans to Special Purpose
Vehicles (SPV), funds transferred to and properties purchased for related parties.
Equity Investment:
An amount of GH¢57.14 million was transferred by uniBank to WAICA
Reinsurance for the purchase of shares in WAICA Reinsurance for a number of
related entities including uniBank. uniBank’s shares (4,113,113 shares) were
subsequently transferred to HODA Holdings at a cost of $1 per share by an
Executive of the Bank without board approval. uniBank’s interest in WAICA
Reinsurance was not recognised in the Bank’s books, neither was the
consideration receivable in respect of the subsequent transfer of these shares.
Further reviews of these transactions are ongoing to determine the
completeness and resulting entries arising from these transactions.
Special Purpose Vehicle (SPV) Loans
A total of GH¢1.13 billion was transferred from Advances to Shareholders and
booked as 59 SPV loans in the name of various customers. As at 20 March
2018, 42 of the SPV loans that had been created, had total outstanding principal
and accrued interest balances of GH¢652.53 million and GH¢22.89 million
respectively. These SPV loans are included in loans and advances to related
parties.
Financial condition
Related parties - relationship, transactions and balances at 31 May 2018

Related Party Balances
Other Assets Loans and Advances

Gross IFRS 9 Net Gross IFRS 9 Net
Amount Impairment Amount Amount Impairment Amount
Entity Name (GH¢m) (GH¢m) (GH¢m) Entity Name (GH¢m) (GH¢m) (GH¢m)
Numa Logistics 1,691 1,691 - LHS Ghana Ltd 199 91 108
uniPrecision Printing 188 188 -
HODA Holdings 1,480 1,480 -
Cassel Energy 188 188 -
Integrated Properties 123 123 - POAK Resources 115 115 -
uniPrecision Printing 84 84 - Numa Logistics 49 49 -
LHS Ghana 36 36 - EIB Network 43 43 -
Alban Logistics 35 35 - Prompt Supplies 43 43 -
Eurostar Global 26 26 - GR Construction 42 42 -
Belstar 26 26 - Mid West Delivery 42 42 -
Premier Portfolio 22 22 - Minch Company 41 41 -

Starmount Development 41 41 -
POAK Resources 21 21 -
Premium Estates 21 21 - EuroStar Global 30 30 -
Others 136 136 - Others 594 585 9
Total 1,615 1,498 117
Total 3,701 3,701 -
Percentage of Total Exposure 65% 0% Percentage of Total Exposure 28% 50%
Letters of Credit and Guarantees Others

Entity Name Gross IFRS 9 Net Item Name Gross IFRS 9 Net
Amount Impairment Amount Amount Impairment Amount
(GH¢m) (GH¢m) (GH¢m) (GH¢m) (GH¢m) (GH¢m)
uniSecurities Ghana Limited 46 0.7 45.3 Due from Other Financial
Institutions 258 258 -
Alban Logistics 18 0.2 17.8
HODA Holdings 16 Property and Equipment
0.5 15.5 - 30
Prime Properties 7 30
- 7.0
Total 288 30
Total 87 1.4 85.6
Percentage of Total Exposure 5% 13%
Percentage of Total Exposure 2% 37%
Financial condition
Liquidity position and funding

Inflows
The Bank recorded constant breaches of the regulatory 10% cash reserve
• Significant deterioration in the quality of risk assets has eroded the Bank’s
requirement. The Bank’s cash reserve ratio was 0.10% as at 31 May 2018
earnings capacity and hence low level of inflows from these assets.
(0.14% as at 20 March 2018). Prudential liquidity ratios such as loan (including
advances to related parties) to deposit ratio was 106% compared to a range of 50 • Significant amounts advanced to related parties have low earning capacity
to 70% for leading banks as at 20 March 2018 (16% as at 31 May 2018, post which has had a negative implication on liquidity.
impairment of shareholder advances). The Bank has been unable to meet its 30- • 89% of the GH¢1.42 billion liquid assets of the Bank are not readily available to
day liquidity requirements meet falling obligations because of encumbrances, credit risk considerations
Revenue from the core business of the Bank is not sufficient to fund its and market factors.
operations as reflected in the net interest expense of GH¢190 million in the
Encumbered Liquid Assets as at 31 May 2018
period to 31 May 2018. GH¢m
Net Cash Requirements 1,500
150 30 30 10
The estimated domestic cash requirement for the 4 week period ending 5 August 265 - - -
2018, excluding pending obligations of GH¢1.47 billion (arrears), is depicted in the 1,000 -
chart below: -
1,041 1,191 1,221 1,251 1,261
500 776
776
GH¢m 05-Jul-18 Week 1 Week 2 Week 3 Week 4
50 - -
11 (8) BoG Prudential ADB SSNIT Databank Sovereign Total
0 (22)
(42) Outflows
11 (25) (57)
(50) (77) The top 10 and top 50 deposit to total customer deposit ratios were 40% and 62%
(113) respectively as at 31 May 2018 (29% and 56% as at 20 March 2018). These were
(100) mostly in the form of expensive short term fixed deposits. Accounts with balances
(150) (145)
exceeding GH¢100,000 form 87% of the total value of customer deposits despite
making up only 0.54% of the total number of accounts.
(200)
Restricted Funding Enhanced Funding A significant proportion of deposits, as shown in the table below, are due:
Notes: Pending obligations as at 5 July 2018
The reported amount of GH¢118 million for Cash & Balances with BoG includes Ghana cedi Category Amount Amount
equivalent of foreign currency components amounting to GH¢107 million which is not
GH¢'000 $'000
readily available to meet the Bank’s current local currency liquidity needs.
Individual 21,895
This is due to foreign exchange exposure constraints and rigidities in the clearing, transfer
Government 535,289
and settlement processes of foreign currency balances held within the jurisdiction. The
readily available component is the local currency cash of GH¢11 million which represents Non-bank FIs 377,692 510
vault balances across the 54-branch network. Interbank 437,614 8,500
Restricted funding relates to BoG liquidity support to meet withdrawals by individuals, Foreign Banks -Borrowings - 1,350
SMEs and Rural Banks only. Returned Cheques 92,696
Enhanced funding relates to all expected withdrawals except interbank and other FIs. Total 1,465,186 10,360
Financial condition
Liquidity plan
The assessment of liquidity risks over the short and medium term was evaluated Baseline Scenario
considering the following: Liquidity Gap – Baseline Projection
1 June
• Intra-day liquidity, liquidity buffers and stress liquidity. 2018 2-7 8-30 31-90 91-182 183-365 1-2 2-5 >5
GH¢m (O/N) Days Days Days Days Days Years Years Years
• The Bank’s liquidity strategy and its tolerance, funding and contingency plan 8,000
as well as overall governance.
6,000
• The estimated cash flows from each line of asset and liabilities and expected 4,000 5,817
changes and adjustment to capital accounts.
2,000 (49) (164) (529) (1,147) (995) (454) (544) (3,642)
• The Bank’s inability to access funding from stable sources. 0
• Recorded off-balance sheet letters of credit and guarantees. (2,000)
(49) (213)
A currency-wise method of liquidity assessment was used. (4,000) (741) (1,707)
(1,889)
A bottom-up approach was used for estimation of cash flows for repayment of (6,000) (2,884) (3,337)
(3,882)
the loan book, based on an assessment of top 200 items which constituted 94% (8,000) (7,524)
of the entire loan book. (10,000)
The Bank’s estimated net operating monthly cash outflow of GH¢28 million was Discrete Gap Cummulative Gap
incorporated into the assessment. Conservative Scenario
Key Assumptions This approach uses a more conservative projection of cash flows from collections
1. No new lending or capital expenditure is expected for the planning horizon. and recoveries. Additional assumptions for this scenario include higher attrition
rates for structural balances and more conservative loan repayment. The
2. No depositors will lose any money.
cumulative net short position over the next 6 months is estimated at GH¢3.2
3. Balances from banks are to be rolled over for the next 90 days based on billion, rising to GH¢3.7 billion over a 1 year horizon.
directives from BoG.
4. Amount due to BoG have also been profiled in the 2-5 year time band. Liquidity Gap – Conservative Projection
1 June
2018 2-7 8-30 31-90 91-182 183-365 1-2 2-5 >5
Limitations GH¢m (O/N) Days Days Days Days Days Years Years Years
• Not enough historical data points was available to run a regression for the 8,000
process. 6,000
4,000 6,140
• Poor data integrity did not allow for estimating Net Stable Funding Ratio. 2,000
(9) (240) (639) (1,249) (1,089) (501) (469) (3,375)
• An accurate number of customers cannot be easily determined as the Bank 0
had some multiple account holders that are not appropriately linked with (2,000) (9)
unique IDs. (4,000) (249) (888) (1,431)
(2,137)
(6,000) (3,727)
• No estimate for restructuring costs have been included in these workings as (3,226) (4,196)
the business case for restructuring has not yet been carried out. (8,000) (7,571)
(10,000)
Discrete Gap Cummulative Gap
Financial condition
Taxation
Direct and Indirect Taxes
The Ghana Revenue Authority (GRA) carried out tax audits covering the 2015 and
2016 years of assessment. Additional tax assessments raised by the GRA
amounting to GH¢5.9 million in October 2017 have been settled. The tax exposure
from January 2017 to date has not yet been subject to tax audits and for that reason
there could be possible tax obligations.
PAYE and WHT

The Ghana Revenue Authority (GRA) is currently carrying out tax audits on Pay-As-
You-Earn (PAYE), Withholding Taxes (WHT) and other taxes, covering the period
January 2015 to March 2018. GRA has raised some issues relating to
accommodation allowances for executives and fuel and clothing allowances for
executives and other staff. The exercise is currently on-going and it is difficult to
determine what additional tax exposures may arise at this time.
Unusual and suspicious
transactions
– Financial misreporting
– Related party transactions
– Other irregular transactions and events
Unusual and suspicious transactions
Financial misreporting
In the course of KPMG’s work as Official Administrator, certain unusual transactions have been identified. A forensic investigation may be required to collect evidence and
establish the facts about potential misappropriation of assets and fraud. Details of these unusual transactions have been summarised below:
Advances to Shareholders Transfer of Investments in WAICA Reinsurance Corporation plc (WAICA Re)
• GH¢3.7 billion was paid to shareholders under unusual credit terms • The Bank made payments of GH¢57 million to WAICA Re (Sierra Leone) for
• GH¢1.13 billion of the amounts advanced to shareholders was originally equity investments in WAICA Re for uniBank, HODA and other related entities.
recorded under Other Assets and later transferred to loans and advances, • The Bank’s shares in WAICA Re were later transferred to HODA Holdings in
under unusual circumstances. June 2017 without approval by the Board of Directors.
• The Bank did not receive any consideration for the transfer of its equity
interest in WAICA Re
Data Capture Transactions
Misrepresentations to BoG
• Management used the Data Capture (DC) module of the T24 application to
sometimes post credits not backed by value to individual accounts. Some of • The Bank misrepresented its financial position as at 31 December 2017 in the
these “credits” were subsequently applied as follows: BSD report submitted to the BoG.
– Repayment of loans and advances totalling GH¢473.19 million – Loans and advances were overstated by approximately GH¢1.3 billion
– Transfers to other entities totalling GH¢152.37 million – Other assets were understated by approximately GH¢3.8 billion
– Purchases of fixed deposits in the Bank totalling GH¢89 million – Customer deposits balance was understated by approximately GH¢2.3
• Examples include transactions (net) in the following accounts: Numa Logistics billion
(GH¢438.5million), HODA Holdings (GH¢168.1million), UNISECURITIES GH
LTD-CALL A-CGH¢(GH¢89.7 million), YAW ADDO DEVELOPMENTS LIMITED Deferred Expenditure
(GH¢87 million). The bona fide commercial basis for these transactions is yet
to be established. • The Bank deferred the recognition of some significant expenses incurred in
prior years and are amortising some of these expenses over a number of
years.
Off-balance Sheet Transactions
• This was done to enable the Bank present positive operating results in the
• A number of guarantees, which were either solely approved by the CEO of the periods the expenses were incurred.
Bank or jointly with other officials, were omitted from the Bank’s list of • The total unamortised balance of these expenses as at 20 March 2018 was
guarantees provided by the Risk Department. Most of the beneficiary entities approximately GH¢165 million.
are related or connected parties.
• The CEO, Dr Kwabena Duffuor II, who is also the Board Chairman of
uniPrecision solely approved letters of credit (not collateralised) of $12 million
to uniPrecision and $4.2 million to Alban Logistics, both related entities.
Related party transactions

Related Party Expenses Procurement from Related Parties
• uniBank seconded a number of staff to various related entities including • The Bank’s main outsourcing and procurement arrangements were with
uniCredit, uniSecurities, uniPrecision, House of Duffour Assets (HODA), EIB related parties despite the uncompetitive nature of the commercial terms.
Network, etc. between August 2014 and April 2018. The total benefits • Approximately GH¢57.6 million has been paid to related entities for goods and
accruing to these entities from seconded staff as at April 2018 amounted to services procured from January 2017 to date.
GH¢7.2 million, excluding medical, training, etc.
• Fuel costs, security and drivers for HODA and IFS were also borne by the
Key Management Personnel Holding Positions in Related Entities
Bank.
• A number of key management personnel also hold various positions and serve
Excess Service Charge on the boards of related entities.
• The CEO of the Bank serves on the boards of various related entities including
• Topp Core Security, a related entity, charges GH¢110 per cash pick-up even uniSecurities Ltd., uniPrecision Printing Press, HODA Holdings, uniCredit
though its competitors, Montran and Agate Mabot have proposed to charge Savings and Loans Limited, POAK Resources, Star GoldFields, UB Financial
GH¢36 and GH¢47 per pick respectively. Services.
• Topp Core Security charges GH¢82,160 per month i.e.GH¢1,900 per • The Financial Control Manager of the Bank also serves as the Head of Finance
policeman, for providing 36 policemen to the Bank. However, Topp confirmed, of HODA Holdings whilst the Head of Corporate Real Estate of the Bank is also
in discussions with them, that they only pay for 16 men to the Ghana Police the Head of Properties of HODA Holdings.
Service resulting in an excess monthly charge of GH¢38,000.
Social Responsibility (CSR) - IFS Related Party Rent
• uniBank transfers GH¢500,000 to the Institute of Fiscal Studies (IFS), a related • The Bank made rental payments for some buildings that are being occupied by
entity, every year as donation. The Bank also paid for a Toyota Land Cruiser at related parties for which no refunds are paid to the Bank. An example is the
a cost of GH¢233,135 in 2014, which IFS has indicated was a donation from Citizen Kofi Building at Osu, Accra where the Bank pays over $45,000 per
the Bank to IFS. We have not sighted any approvals either from the Board of month for all the four floors in that building but which Topp Holdings, a related
Directors or management to confirm this. company owned by HODA Holdings, occupies part of the 4th floor without any
reimbursement to the Bank.
Unrecorded Transfers on behalf of HODA Holdings
Related Party Properties
• The CEO of the Bank approved a transfer of $500,000.00 to Linklaters LLP,
Dubai on behalf HODA Holdings under circumstances that have not yet been • Various properties paid for by the Bank and recorded in the Bank’s fixed assets
fully clarified. register under Capital Work In Progress (CWIP) amounting to GH¢28.2 million
• The transaction has remained a reconciling item on the Bank’s Citibank were noted as belonging to HODA, Bolton Portfolio Limited, Alban Logistics
statement since 17 July 2017. and Starlife Assurance Company, all related entities based on title documents
sighted. The Bank’s Finance Department indicated that they have no
supporting documents (e.g. title deeds) for these properties in the Bank’s
name but continue to hold these properties in the Bank’s fixed assets register
under Capital Work In Progress (CWIP) as the Bank paid for them.
Related party transactions

Meridian House Property
• The Bank paid GH¢11,812,800 ($5,136,000) in November 2013 for the

acquisition of Meridian House, a property in Accra. This property was later
purported to have been sold to StarLife Assurance Company through Kwabena
Basoah (a vendor) under a deed of assignment between StarLife Assurance
Company and uniBank (Ghana) Limited. StarLife indicated in the deed of
assignment that ‘the vendor” had requested StarLife to pay $6.3 million to
uniBank for this transaction. StarLife, however, indicated that it paid $1 million
with an offer to transfer two parcels of land to uniBank in exchange for the
remaining balance of $5.3 million. We have not been able to confirm payment
of the $1million to UniBank as the payment sighted was to Dakmak Adel
Mustafa.
• No valuation documents have been provided to support the value of the above
parcel of land and relevant title deeds have also not been sighted. The deed of
assignment, dated 24 December 2013, for the transfer of Meridian House
from uniBank to StarLife Assurance was signed by the CEO, Dr Kwabena
Duffour II.
• The Bank’s Finance Department indicated that they have no knowledge of this
arrangement and they continue to hold the Meridian House property in the
Bank’s fixed assets register under Capital Work In Progress (CWIP).
Sale and lease back arrangements at book values of properties
• StarLife entered into sale and lease bank arrangements with UniBank for 4
properties in Kokomlemle, Tema, Techiman and Tamale and paid the Bank the
book values of those assets instead of their fair or market values. These
properties have been leased to uniBank and rentals at commercial rates are
charged and paid.
Other irregular transactions and events

Conflict of Interest Diverted AfriExim $25 million facility meant for LHS and BOST
• Contrary to BoG guidelines, two (2) members of the Board are also directors of • The Bank arranged $25 million refinancing facility with African Export–Import
another regulated financial institution (uniSecurities). Bank (AfriExim) for on-lending to LHS and Bulk Oil Storage Transport (BOST).
• The CEO of uniBank, Dr Kwabena Duffuor II, is the board chairman of • The Bank utilised the amount for its own purposes and not as indicated in the
uniSecurities, a related party. uniBank paid a number of third parties various facility agreement. The balance due to AfriExim remained unpaid as at 31 May
sums for maturing obligations of uniSecurities that uniSecurities defaulted on. 2018.
For instance, payments of GH¢42 million, GH¢2 million, GH¢23 million to
Produce Buying Company, Cocoa Marketing Company Ltd and Apex Capital Shares Purchased in ADB
Partners respectively
• Various sums were also paid to uniSecurities to enable them meet some of • Included in the Bank’s BoG cedi accounts were some transfers made to UMB
their maturing obligations. The total amount outstanding in connection with Bank in favour of various entities and individuals between 5 and 6 December
most of such payments, including accrued interest as at 31 May 2018, stood 2016 with a total value of GH¢324 million for use by the beneficiaries to
at GH¢256 million and have been recorded in the Bank’s books as “Claim on purchase shares in Agricultural Development Bank (ADB). These transfers
discount houses”. These outstandings are not covered by any collateral and were recorded in the advances to shareholders account as “ADB share
uniSecurities has not been servicing the debt. uniSecurities continued to purchase”.
request and have, since 2013, been allowed to rollover this purported “claim • Funding for this transaction was from a GH¢400 million transfer credited to the
on discount houses”. Bank’s BoG cedi account by BoG, on the same day the transfer to UMB was
• The amounts have been recorded as “Asset under Management” in the made.
Financial Statements of uniSecurities.
• Six out of the 11 members of the Board are directors of subsidiaries of the Progress Savings and Loans Limited’s Fixed Deposit
group and uniBank’s holding company (HODA).
• The Bank booked fixed deposit of GH¢12 million in favour of Progress Savings
and Loans through the account of Apex Capital Partners Limited. This fixed
MV Adobia Transaction deposit was not cash-backed and was debited to shareholder advances
(Deferred Expenditure-Interest Related) ledger account with associated
• The Bank advanced $6 million to African Independent Coastal Services interest charge.
Limited (AIC) to purchase a Motor Vessel (MV Adobia). • Progress Savings & Loans is 100% owned by Apex Capital Partners and Apex
• uniBank appointed a ship caretaker to protect its interest when AIC failed to Capital Partners is owned principally by Mr Bernard Owusu Twumasi.
pay back the loan.
• The total outstanding indebtedness of AIC as at 17 April 2018 was Executive Allowances and Taxation
$19,242,200 and GH¢9,576,500 for the US dollar and Ghana cedi advances
respectively. • Allowances paid to executives for security, business promotion and others
• The Bank pays the caretaker about $40,000 every month for maintenance of were not taxed in accordance with the provisions of the Income Tax Act (Act
the vessel. 896).
• The caretaker is the husband of a director and shareholder of LHS Ghana • Some executive committee members were also provided with security men
Limited, a related entity of the Bank. even though they were paid security allowances.
• MV Adobia is in a state of disrepair and has been unable to generate any • Some staff allowances such as fuel and car maintenance allowances, etc.
income since March 2015. The last valuation done in 2015 indicated the vessel were not taxed in accordance with the provisions of Income Tax Act (Act 896).
had a net realisable value of $1 million.
Other irregular transactions and events

uniSecurities Limited: Assignment of Non-Existent investment of GH¢25 Payment of facilitation fees
million to Progress Savings and Loans
• uniBank assigned an investment of GH¢25 million purportedly owned by Facilitation fees (business promotion expenses), calculated as a percentage of
uniSecurities Limited (a related party) to Progress Savings and Loans. Based some fixed deposits placed with the Bank, were allegedly paid by the Bank to
on this, Progress Savings and Loans gave a loan to uniSecurities. Review of various unnamed officials of the institutions these amounts were collected from.
uniBank Fixed deposit listings showed that uniSecurities did not have the The percentages ranged from 0.35% to 10% on the amounts placed. The total
investment of GH¢25 million. amount paid and recorded between January 2018 and 20 March 2018, which was
• The letter of assignment from uniBank was signed by the Chief Operating charged to interest expense, was GH¢20.76 million. The top 10 such payments
Officer, Ekow Dennis and the company secretary Sylvia Archer. The are listed below:
assignment was renewed and signed by the COO and the Head of Corporate
(Elsie Dansoa Kyereh). Amount Company Date Approver Recipient
GH¢ Received
375,380 Ghana Import and 21/02/2018 Ekow Nyarko-Dennis Genevieve Asomani
Unsupported Credits to Customer Account
Export Bank
• Several customer accounts were credited using petty cash vouchers 321,514 EDC Investment 10/01/2018 Ekow Nyarko-Dennis Jerry Afful
generated by the Finance unit and cash pay-in-slips.
• Corresponding entries were posted to the deferred expenditure related party 321,514 EDC Investment 10/01/2018 Jerry Afful
accounts.
311,150 EDC Investment 19/01/2018 Ekow Nyarko-Dennis Genevieve Asomani
Unsupported Credits of GH¢25 million to Apex Capital Partners Limited
311,150 EDC Investment 19/01/2018 Genevieve Asomani
Account
• uniBank credited the account (ending with 5131) of Apex Capital Partners with 220,944 EDC Investment 21/02/2018 Ekow Nyarko-Dennis Genevieve Asomani
GH¢25 million (GH¢12 million and GH¢13 million) on 31 December 2015 using Ltd
internal vouchers.
161,053 Ghana Civil 05/01/2018 Ekow Nyarko-Dennis Enock Asare
• Cash deposit slips attached bore official uniBank WTC branch received stamp Aviation and John Collins
to support the entries. However, no cash was actually paid in by Apex Capital Arthur
Partners Limited
161,053 Ghana Civil 05/01/2018 Enock Asare
• The account credited was opened on 29 December 2015, two days before the Aviation
credits. The relationship manager, Jerry Afful in an email correspondence
described the account as ‘…a new account for special operations’. 157,767 Exim Bank 23/01/2018 Ekow Nyarko-Dennis Genevieve Asomani
• The total amount of GH¢25 million credited to Apex Capital Partners account 157,767 Exim Bank 23/01/2018 Genevieve Asomani
was moved to HODA Properties Limited on the same day
• In response to a letter from the Official Administrator seeking information on
the deposits, Apex Capital Partners stated in their letter (dated 27 June 2018)
that they do not have a bank account with the transaction stated in the Refer to Appendix 2 (pages 87 – 128) for the detailed findings on unusual and
request. suspicious transactions.
Future prospects
and options analysis
– Options assessment – context
– Resolution options - overview
– Option A – Shareholder repayment of advances & recapitalisation
– Option B – Third-party recapitalisation
– Option C – Nationalisation
– Option D – Bridge bank and liquidate residual
– Option D – Bridge bank transition and future viability considerations
– Option D – Bridge bank illustrative six month roll forward
– Option D – Preliminary review of operational issues in creating a bridge bank
– Option E – P&A certain assets & liabilities to another bank and liquidate residual
– Option F – Full liquidation via receivership
– Narrowing options – simplified decision tree
Resolution options
Options assessment - context

To the extent rehabilitation of uniBank is not viable or feasible, options have been considered with respect to both i) facilitating an orderly
resolution of uniBank (balancing mitigation of systemic impact vs. cost); and ii) impact on future resolution options for other distressed
institutions
Macro considerations: uniBank specific considerations:
• Ghana has experienced two recent bank failures with • Based on our work performed to date, which remain ongoing, uniBank is insolvent on both a cashflow and
Capital Bank and UT Bank placed into Receivership August balance sheet basis:
2018. Following revocation of their banking licences,
• GH¢1.5bn payables overdue as at 5 July 2018. With at least GH¢1.8bn further payables due by 31
deposits and certain of the assets were transferred to
December 2018 (reflect deposit maturity profile) with no reasonable prospect of repayment from the
state-owned GCB bank (via purchase & assumption out of
largely non-yielding or non-performing loan portfolio and shareholder advance.
Receivership) to help protect financial stability.
• Net liabilities of GH¢6.8bn following the updated impairment assessment of loans and shareholder
• We understand a number of banks failed the 2016 Asset
advances.
Quality Review (‘AQR’) and remain under supervisory
measures, including others which are within the top 10 • If uniBank were recapitalised and shareholder advances repaid in short order, there is currently no credible
banks and systemically important. path to medium-term financial viability:
• Interest income on third party loans and advances is insufficient to cover associated cost of funds on
underlying borrowings or contribute to overheads. GH¢0.3bn annual operating cost run-rate under
current operating model
• Small retail deposits platform and weak ability to generate robust, performing corporate or retail loans
ASSUMED PRIORITIES
REHABILITATE BANK TO
VIABLE ENTITY WITH
APPROPRIATE CAPITAL
BUFFERS ORDERLY RESOLUTION
WHICH MINIMISES SYSTEMIC
ISSUES AND COSTS TO STATE PROVIDES PLATFORM FOR
IN THE EVENT NOT
ACHIEVABLE OR REALISTIC SIMPLIFIED, ACCELERATED,
AND, WHERE RESOLUTION OF OTHER
POSSIBLE BANKING ENTITIES IF
AND PRACTICAL NECESSARY
Resolution options

There are six broad resolution options available….
REHABILITATE BACK TO VIABILITY ORDERLY RESOLUTION
Option A - — Shareholder delivers on outline — Purchase & Assumption ‘good

Shareholder offer to repay shareholder Option D – bank’ to state owned NewCo (basis
advances & recapitalise: for future resolution vehicle)
repayment of GH¢2.0bn cash injection, with Bridge bank and
advances and further cash injection (value TBD) liquidate residual — Liquidate residual uniBank via
recapitalisation from refinancing personal assets Receivership
— Third party investor led solution,

with change of control delivered Option E – — Purchase & Assumption ‘good
through bail-in of existing P&A certain assets and liabilities’ to third-party
Option B - shareholder or dilution from new bank for State dowry (Bond
assets & liabilities
Third-party investor on new equity raise. issuance)
to another bank
recapitalisation — Viability addressed through — Liquidate residual uniBank via
and liquidate
operational fix & potential transfer Receivership
of bad assets to AMC residual
— Transfer to state delivered through

forced debt for equity swap Option F –
Option C - (possibly via bail-in) of Shareholder
equity and State balances
Full Liquidation — Liquidate uniBank via Receivership
Nationalisation (via Receivership)
(deposits from state owned
entities and BoG funding)
Resolution options

Of the six proposed resolution options, creating a Bridge bank (to assist future bank resolution) is preferable from a systemic perspective.
However, the absence of performing assets and inability to originate profitable performing loans to underpin income generation indicates
creation of a profitable viable Bridge Bank from uniBank operations could be challenging, and will be further impacted by the chosen
structure and features of the capitalisation bond. P&A of certain deposits and loans and uniBank liquidation is more deliverable.
Option Systemic Cost to State Sustainability Complexity Deliverability Key issues
impact
A - Shareholder • Moral hazard – market signalling considerations

repayment of • Timing - additional shareholder engagement required to determine credibility and
advances and deliverability of offer
recapitalisation • Liquidity – further ELA required to bridge to receipt of proceeds unless deposits
successfully rolled over
B - Third-party • Deliverability – limited investor interest given non-credible equity story

recapitalisation (operational challenges and financial viability)
• Prolonged Timetable – third party diligence and negotiation necessary to
conclude process
C- • IFI confidence – perceived as last resort option

Nationalisation • Cost and complexity – no clear route to financially viable entity post
nationalisation
D - Bridge bank • Financial viability and sustainability - limited performing assets for transfer
and liquidate (GH¢0.3bn) inhibits income generation to cover funding and fixed costs. Use of
residual floating rate capitalisation bonds would be preferable to avoid introducing MTM-
driven solvency and liquidity risk.
E - P&A certain
assets & • Capacity / willingness of institutions to absorb further net liabilities
liabilities to
• Future resolution platform - not provided
another bank
and liquidate • Socio-economic - adverse impact on staffing / job losses
residual
F - Full
• IFI and depositor confidence
Liquidation (via
• Job losses – c.3,700 direct and indirect staff currently employed
Receivership)
The overall assessment of priority options needs to consider the relative importance of the 5 assessment criteria stated above, which should be considered in your decision-making.
Resolution options
Option A – Shareholder repayment of advances & recapitalisation

The shareholder recapitalisation offer is insufficient to restore balance sheet solvency, with a GH¢0.6bn shortfall remaining assuming
properties are financed at 100% LTV to OMV (which is unrealistic) and IPC impairments are reversed
OVERVIEW – Proposed 3 stage cash injection SYSTEMIC IMPACT
July 2018 Sept 2018 TBD
Depositor protection Deferred but future viability concerns
¢ ¢ IFI confidence Dependent on resolution speed

GH¢1.0bn GH¢1.0bn Further cash injection from
cash injection cash injection refinancing GH¢4.1bn Employment Operations and employment retained
property portfolio
May-18 Jul-18 Sep-18 Full Scenario Scenario Scenario COST TO STATE
GH¢4.1bn A1 B1 C1
Shareholder loans2 5.6 4.6 3.6 - 1.1 1.8 2.4 Deposit guarantee Avoids immediate call on guarantee
Cash - 1.0 2.0 6.1 4.5 3.8 3.2 Recovery BoG funding Dependent on resolving future viability and
Capital shortfall (7.4) (6.4) (5.4) (1.3) (2.9) (3.6) (4.2) sustainably growing depositor base
(estimated)
Note 1. Scenarios assume 60% LTV advance and nil, 25% and 50% haircut to property valuations respectively
Resolution costs Reduced to additional supervision costs
Note 2 – includes shareholder loans in Other Assets and also Loans and Advances to Customers
1. Moral hazard. BoG to opine on ‘fit and proper’ criteria and broader market signalling. Large number of critical factors outside of OA and BoG control, including
2. Sufficiency. The capital deficit at 31 May 2018 is GH¢7.4bn (GH¢7.0bn capital deficit delivery of property to be refinanced, valuation of property portfolio and timing
plus GH¢0.4bn minimum capital requirement), before run-rate ongoing losses. The of refinancing process
proposal can only deliver maximum proceeds of GH¢6.1bn, even assuming no
Third party bank refinancing of property portfolio customarily requires material
deterioration in stated property values and 100% LTV advance on financing (which is
diligence
unrealistic) leaving a GH¢1.3bn shortfall (reduced to GH¢0.6bn shortfall assuming
reversal of impairment losses on IPCs)
SUSTAINABILITY
3. Certainty. Proposal carries material execution risk, particularly in respect of source of
funds of GH¢2.0bn cash injection and availability and quantum of financing against the Unviable business model and cost base remains
property portfolio (which may be non-yielding and subject to material valuation risk).
4. Timing. Developing existing high level proposal through to a detailed term-sheet with Further capital shortfalls possible for future NPL risk and operating losses
proof of funds (incl. 3rd party property finance) would customarily take 3-6 months +
and is unlikely executable within the current OA timeframe.
Resolution options
Option B – Third-party recapitalisation

Given the Bank’s strategic positioning and current financial condition, third-party recapitalisation is not considered a credible option, given
the comparatively low investment cost of establishing a new bank.

Operational Fix Balance sheet restructuring Depositor protection Solvency restored
¢ IFI confidence Functional resolution evidenced

• Fix operational governance • Deliver change of control:
& controls issues Employment Operations retained but likely job losses
• Bail-in shareholders whilst arising from operational fix
• Reposition strategy: lending under OA, then recapitalise; or
& funding model COST TO STATE
• Dilute existing shareholder
• Right-size cost base through recapitalisation. State
equity participation (via bond Deposit guarantee Avoids immediate call on de-facto guarantee
• Improves recoveries culture issuance) to plug residual
legacy book -NPLs moved to Recovery BoG funding Dependent on resolving future viability and
capital gap
an Asset Management sustainably growing depositor base
Company
Resolution costs State support likely necessary alongside new
investor
1. Low investor interest. Lack of credible equity story (uncompetitive funding base,
Accelerated M&A and diligence process hampered by data quality and
inability to originate profitable robust lending, high cost base) and cost / complexity of
availability issues
necessary operational fix reduces potential investor appetite.
2. Timetable. Accelerated M&A process would require 12+ weeks. Data quality, loan Effective route to deliver change of control to be determined – BoG
portfolio quality and uncertainty over contingent liabilities would likely adversely determination powers currently untested. Robust valuation required to support
impact diligence timetable, potential investor confidence and ultimately pricing. bail-in
3. Liquidity. Bridging liquidity (through ELA) would be necessary to provide a stable Potential necessity for state involvement to address residual solvency issues
platform through the accelerated M&A process. Public awareness of potential M&A will likely further complicate negotiation process and timetable
could trigger run on deposits.
SUSTAINABILITY
4. Necessity for state participation. State equity participation (via bond issuance) likely
required to support solvency. Equity injection via Bond (rather than cash) leaves Retained uniBank entity exposed to legacy litigation and contingent liabilities.
residual solvency risk arising future fluctuations in MTM of the Bond. Credibility of Business Plan and investor track record undeterminable
Resolution options
Option C – Nationalisation
Nationalisation may adversely impact IFI confidence and, given the material cost implications, could be considered as a last resort to
insolvency

Nationalise Operational Fix Depositor protection Solvency improved post capitalisation
¢ IFI confidence IFI perception resolution tools ineffective

• Delivered through: • Fix operational governance
Employment Operations retained but likely job losses
& controls issues
• Assignment of BoG funding & arising from operational fix
deposits of State Owned • Reposition strategy: lending
Entities (the ‘State Interest’) & funding model COST TO STATE
totalling GH¢4.7bn.
• Right-size cost base
• Debt for equity swap of Deposit guarantee Avoids immediate call on de-facto guarantee
existing shareholder and • Improves recoveries culture
legacy book - NPLs moved to Recovery BoG funding Dependent on resolving future viability and
State Interest through bail-in
AMC? sustainably growing depositor base
Resolution costs Ongoing State support necessary through

liquidity line
KEY ISSUES:
COMPLEXITY
1. Execution complexity. State related balances would first require assignment from
existing State creditors (BoG, State Owned Entities) to one central ministry, capable of Effective route to deliver debt for equity swap to be determined – BoG
holding equity (assumed MoF). determination powers currently untested. Creditor classes to be capitalised
inconsistent with bail-in creditor hierarchy
2. Timetable. Material execution planning required. Data quality, loan portfolio quality
and uncertainty over contingent liabilities hampers production of robust business Robust business valuation and identification of related party deposits required to
valuation to support the Bail-in process (to establish creditors respective economic support bail-in
interest and future equity participation.
3. Liquidity. Bridging liquidity (through ELA) would be necessary to provide a stable SUSTAINABILITY
platform through to Nationalisation. Public awareness of potential M&A could trigger
run on deposits. Retained uniBank entity exposed to legacy litigation and contingent liabilities.
Complex operational turnaround necessary to mitigate future losses and provide
4. Cost. Liquidity support required for State Owned Entities subject to deposit bail-in, in future exit route through sale / IPO
addition to covering ongoing liquidity needs of nationalised Bank.
Resolution options
Option D – Bridge bank and liquidate residual

Transitioning to Bridge bank is complex, but appears possible with appropriate execution planning. However, the absence of performing
assets and inability to originate profitable performing loans to underpin income generation indicates creation of a profitable viable Bridge Bank
from uniBank operations could be challenging, and will be further impacted by the chosen structure and features of the capitalisation bond.
1 State subscribes 3 Receiver 4 Certain assets and liabilities (all
equity in NewCo via appointed liabilities including deposits
bond and/or cash over uniBank except those related to IFI confidence Functional resolution evidenced
shareholder/related
State party/suspicious party), and Financial inclusion Branch coverage reduced to right-size cost-
operations transferred via base
Purchase & Assumption
Bond Equity agreement Employment Operations retained but likely job losses
arising from operational fix
NewCo
uniBank*
Bridge Bank COST TO STATE
Residual assets, including Deposit guarantee Avoids immediate call on guarantee
management recovered through
function established Recovery BoG funding Dependent on liquidation outcome in
Receivership or shifted to AMC uniBank (where BoG funding claim retained)
which is critically dependent on quantum of
1. Future viability of Bridge bank. Poor quality asset base available for P&A (third-party Resolution costs Bond to capitalise Bridge Bank and funding
corporate loan portfolio), limited ability to successfully originate performing loans, high of establishment costs and future losses
cost base and uncompetitive funding structure (high-cost deposits) are a material drag-
anchor to future profitability and viability of Bridge Bank. Absent strategic repositioning
COMPLEXITY
and operational enhancement of the business model, Bridge Bank risks becoming a high-
cost run-off vehicle for assumed assets with limited opportunity for future exit. Use of Steps paper and detailed execution planning for establishment of Bridge Bank
floating rate capitalisation bonds would be preferable to avoid introducing MTM-driven target operation model and assumption of operations
solvency and liquidity risk.
2. Cost. Day-one Bond issuance cost likely in excess of GH¢4.3bn (GH¢3.6bn+ net Identification and valuation of ‘good’ assets and relevant liabilities to be
liabilities assumed, balance to cover running losses until year end and GH¢400m assumed by Bridge Bank. Approval and execution process for Bond issues
minimum capital).
SUSTAINABILITY
3. Execution complexity. Whilst our work has not yet identified any material impediments
to the P&A of assets, liabilities and operations, material execution planning is required re. Bridge Bank viability unclear absent strategic repositioning and operational
establishment of NewCo and execution of the P&A, which is further complicated by the enhancement of the business model
current reliance on related-party service provision contracts (e.g. security)
Resolution options
Option D – Bridge bank transition and future viability considerations

Initial view is that the launch of a Bridge Bank appears possible but at a cost and with long term viability challenges
OVERVIEW – Transition to Bridge Bank ONGOING OPERATIONS AND FINANCIAL VIABILITY

1 State subscribes 3 Receiver appointed 4 Certain assets and
equity in NewCo via over uniBank liabilities (all liabilities
bond and/or cash including deposits except Ability to attract Ability to originate
1 2
those related to inbound funding loans
State shareholder/related
party/suspicious party),
and operations transferred ¢
Bond Equity via Purchase &
Assumption agreement
NewCo 3 Operational cost 4 Capital structure

uniBank
Bridge Bank
structure
Residual assets, including
management recovered through ¢
function established Receivership or shifted to AMC
Key operational steps: Evaluation Key operational steps: Evaluation
• Implement Corporate Governance compliant Board & Management • Stability of Capital Base when funded with all or partial Government
• Transition systems Fixed Rate Bonds (requiring mark-to-market) and likely loss making day 1
• Transfer and downsize service contracts to Bridge Bank (TSA needed) • Ability to take competitive deposits near term
• Inject capital & liquidity • Ability to originate and grow loan base into to credit worthy customers
• Legal transfer of selected liabilities (Non-related party deposits & wholesale Sustainability of business model appears challenging given the low level
funding), and ‘good’ assets with security (incl. fixed assets as necessary)
of performing loans available for transfer (GH¢0.3bn) and lack of
• Transfer employees to Bridge Bank (terminate & re-hire) evidence of quality loan origination capability or ability to attract
• Transfer contractors to Bridge Bank (consent not unreasonably deposits at market rates
withheld)
The proposed capitalisation via fixed-rate Bond introduces material
• Commence redundancy bank employees (possible 90 day notice)
leverage into the capital structure, with highly volatile movements in
• Embed culture and values
equity and borrowing base (when using as security to BoG) potentially
Preliminary View is Likely Implementable with some monetary cost resulting from interest rate movements as the Bond is MTM.
Resolution options
Option D – Bridge bank il ustrative six month roll forward

Illustrative scenario analysis highlights that, absence a credible strategic and operational plan to sustainably grow new lending, Bridge Bank
will become increasingly unviable. Financial performance and stability will be critically dependent on the coupon of the Capitalisation Bond
Illustrative Bridge Bank Illustrative residual uniBank post P&A certain
assets and liabilities to Bridge Bank
10 year floating rate Bonds fully liquefied GH¢'m
bond issued to cover to pay off liabilities Net interest income 2 129
net liabilities to be and cover costs. Fee & commission income 21
assumed and minimum Assumed positive
Operating costs (156)
capital requirement of margin of 0.5%
GH¢'400m and ongoing (19.5% bond yield Est. 6 month net loss (6)
operating losses. less 19% repo rate)
.
Establish Bridge Bank Trading
2. P&A of Day 1 Repay. 6 months Balance as
1. Bond assets & 3. Bond Balance 6 month maturing Balance at 31 May P&A Post-P&A
GH¢'m issue liabilities repo sheet P&L deposits sheet 2018
GH¢'m
P&L - - - - (6) - (6)
Assets
Assets Fixed assets 147 147 -

Bond 5,500 - - 5,500 - - 5,500
Loans and advances to customers 309 309 -
Loans 1 - 309 - 309 - - 309
Remaining assets 1,928 - 1,928
Fixed assets - 147 - 147 - - 147
Cash - - 5,500 5,500 - (5,194) 306 Total assets 2,384 456 1,928
Total assets 5,500 456 5,500 11,456 - (5,194) 6,262 Liabilities
Customer deposits (4,050) (4,050) -

Liabilities
Repo - - (5,500) (5,500) - - (5,500) IFI loans (1,374) (1,374) -
IFI loans - (1,374) - (1,374) - 1,271 (103) BoG liability (3,254) - (3,254)
Deposits - (4,050) - (4,050) - 3,923 (127)
Total Other liabilities (487) - (487)
(5,424) (5,500) (10,924) - (5,194) (5,730)
liabilities
Total liabilities (9,165) (5,424) (3,741) 3
Reserves (5,500) 4,968 - (532) 6 - (526) Net liabilities (6,781) (4,968) (1,813)
Notes: 1. Being GH¢330m performing loans, net of GH¢21m employee loans

2. Includes interest on short term cash investments
3. Excludes the state’s claim on uniBank for the excess liabilities transferred
Figures are for illustrative purposes only. Liabilities have been taken from the May balance sheet and thus will be materially higher due to interest charges: the above figures assumes no compounding; all loans remain
performing and do not mature; no change in interest rates; no inflation cost rises; and no benefits to any cost cutting measures. Operating costs assume current run rates are maintained.
Resolution options
Option D – Preliminary review of operational issues in creating a bridge bank

Transfer of assets and liabilities and implementation of corporate governance
Issue Considerations
Bridge Bank transfer: The ‘good Assets

assets’ and the majority of liabilities
excluding those with the shareholder, Does the existing legislation allow the transfer of assets (including security) to a new bank? Yes
other related and connected parties or • There is a right to transfer assets under the act and precedent has been set under previous purchase and assumption (P&A) agreements. It is
from entities with suspicious likely BoG will act after taking the bank over in receivership unless an agreement with the shareholder is reached.
transactions will be transferred to the
Bridge Bank. • Security: does security transfer with the loans under the P&A agreement to an existing bank or a Bridge Bank and while this has not been tested in
the case of Receivership or the OA function it has been tested on ordinary bank assignments.
Does the existing legislation allow the
• Do all loans of a borrower cross collateralise and, if so, do all loans need to be transferred for collateral to be enforceable across loans? No - all loans
transfer of assets (including security)
to a borrower do not automatically cross collateralise so if to same borrower can be separated from each other in Bridge Bank and legacy uniBank.
and liabilities to a new Bridge Bank?
Yes Feasibility: High, but at some cost.
Steps: Liabilities
1. Parliamentary approval likely Do the existing powers under the act allow the transfer of selected liabilities without consent?
required prior to bond issuance
2. Receivership • Right to transfer under the act? Yes and precedent set under P&A agreements in the past. It is likely BoG will act after taking the bank over in
3. Capitalise and license Bridge Bank administration unless an agreement with the shareholder is reached.
4. Transfer Bridge Bank identified
assets and liabilities • Unless bail-in type mechanics are used prior to restructure uniBank’s capital structure the contractual terms of the transferred liabilities will remain in
5. Rebrand and immediately place within the new Bridge Bank.
relaunch Bridge Bank Feasibility: High, but high cost deposits likely to remain until they mature, the vast majority of deposits mature in the coming months.
Corporate Governance: Can a day Executive management structure

one governance structure be put in
place in Bridge Bank that will comply Executive management
with needs and material portions of • CEO, e.g. HR, compliance (dotted line), internal audit (outsourced dotted line), treasury.
comparable corporate governance
codes? • CRO e.g. credit, market, liquidity and operational risk management.
• CFO, e.g. finance, regulatory reporting, planning and controlling.
Steps:
1. Identify board and executive • COO, e.g. IT, operations and facilities.
management
2. Receive approvals as required by Predominantly all other staff outsourced day one from Topp Recruitment or uniBank.
BoG Feasibility: High
Board structure
• Non executive and a sufficient number of independent directors, but also provide representation to the Ministry of Finance for its shareholding.
• Executive Directors: the CEO, non independent director representing the Ministry of Finance; three independent non-executive directors. The
chairman should be elected from the independent non-executives.
© 2018 KPMG, a partnership Feasibility: HighGhanaian law and a member firm of the KPMG network of independent member firms affiliated with KPMG International cooperative ("KPMG
established under 67
Resolution options

Transition and systems, people and culture
Transition and systems: IT systems

Interim process would
involve the use of • Is there legislation to compel use of bad bank systems (at a cost) for ‘good bank’? No
existing systems and
premises • Is it possible to transition to a system quickly in order to launch Bridge Bank quickly and not impact significantly existing customers?
- T24 is the core system and typical in the market.
- IT has indicated licences can be purchased from uniBank and used by Bridge Bank at amortised costs (neutral cost impact).
- Running parallel applications should not be needed and data at transition will be archived.
- Since uniBank will only retain the ‘bad’ assets, liabilities and related party transactions and Bridge Bank will acquire all other assets and liabilities including the
deposits of uniBank. uniBank will therefore not require the existing applications in the future but a simpler solution.
- No mobile banking product is available at uniBank, which is not unusual, due to the lack of mobile internet infrastructure. UniBank’s SMS banking and online
banking are typical and generally in line with competitors.
Feasibility: Medium to high, but at some cost and full validation of thesis is required.
HR: Bank employees to Bank employee transfer to Bridge Bank

transfer to Bridge Bank
• Right to transfer employees under the act? No
Potential Steps: • Ability to use uniBank employees on an interim basis for Bridge Bank? Yes, as ability to amend job function to provide service to Bridge Bank from uniBank.
1. Operate as Although a transition Service Agreement would be needed. Feasible
contractors from
uniBank to Bridge • Ability to transfer under the law outside the act: No, but can terminate and ‘re-hire’
Bank on the day of
- Employees costs: redundancy terms defined by precedent of February 2018
announcement
- Preliminary cost estimate for redundancy of all 811 employees is GH¢61.6m of which GH¢23.2m is already in Provident Funds. An additional GH¢10.2m cost
2. Arrange permanent
will be incurred through the forgiveness of 20% of all outstanding employee loans.
transfer through a
- No other obstacles noted: e.g. no unions, state pension benefit transfers seamlessly.
redundancy and
- Potential unintended consequences such as the loss of portions of pension benefits to employees or the inability of employees to pay back employee loans
rehire process.
Feasibility: High, but at some cost.
Bank employee redundancy
• Right to terminate under the act? No
• Ability to terminate pre transfer? Yes, but potential new 90 day notice period required.
• Right to terminate under the law outside the act? Yes, with redundancy terms defined by precedent set in February 2018.
— Per employee cost: redundancy terms defined by precedent of February 2018.
— Preliminary range of redundancy cost: as above which would also be incurred during liquidation but redundancy costs are subordinated to the existing
BoG claims
— No other obstacles noted: e.g. no unions.
Feasibility: High, but at some cost, which would likely be incurred during the liquidation process. Redundancy claims likely subordinate to the BoG claims.
Resolution options

Transition and systems, people and culture (cont.)
HR: Topp Recruitment (third party Contractors move to Bridge Bank

employees)
• Right to transfer under the Act? No
Potential Steps: • Ability to use on an interim basis for Bridge Bank? No, there is no unilateral right to change scope
1. Downsize including branch
reduction at uniBank. • Ability to assign contract under the law outside the act? Likely
2. Assign Topp Recruitment contract
- Clause 13.8 states assignment of contract must not be unreasonably withheld.
to Bridge Bank on the day of
- Clause 14 (iii) obligation to mitigate costs, if closing.
announcement.
- No other obstacles noted: e.g. no unions, redundancy or benefit requirements to contractors.
Feasibility: High
Topp employees services to be partially terminated (downsized)
• Right to terminate under the act? No
• Ability to reduce contractors pre transfer? Yes, but two months notice to company. Two months pay in lieu of notice per contractor
• Right to reduce contractors under the law outside the act? Yes
— Two months notice to the company or the bank must pay two months in lieu of notice per contractor.
— Mutual right of termination of the contract on 6 months notice.
— Preliminary cost estimate 2 months of contractor payments which would also be incurred during liquidation but are likely subordinated to
BoG claim
Feasibility: High, but at some cost, which would likely be incurred during the liquidation process and is likely subordinate to the BoG claims.
People and culture Does the bank have sufficiently robust culture and values to ensure proper running of the bank?
Potential Steps: Given the lack of employees willing to speak up when previous related party transactions occurred while senior management acted outside their
1. Before or immediately after delegation approvals significant ‘whistle blower’ training and embedding of values is required before the launch of a Bridge Bank.
launch of Bridge Bank employee Feasibility: Medium to high, but training required.
training is required
Resolution options

Capitalisation, liquidity and sustainable business model
Day one - capitalisation Can the Ministry issue GH¢4.395m of bonds and place them in the market and use the proceeds to effectively capitalise the Bridge Bank?
and liquidity
• Parliamentary approval for the overall transaction may be required before the Ministry of Finance can complete the transaction. This may need to be done by a
special session to coincide with the receivership of uniBank and the launch of the Bridge Bank in order to ensure Bridge Bank is solvent and capitalised when it
takes on the ‘good assets and liabilities’.
• If the Ministry of Finance cannot issue bonds into the market it may be possible to provide bonds free to uniBank to fill the asset to liability gap (i.e. as equity).
These bonds would need to yield substantially higher than the rate at which the Bridge Bank could repo them to the BoG on a short term rolling basis.
• If these bonds are of a long maturity the Bridge Bank will run a material risk:
• If bond yields rise this will negatively impact equity and also lower the amount of funds the bonds can be repo'd, impacting liquidity.
• Rises in short term rates will reduce the spread or potentially turn the spread negative between bond yield and the daily repo rate, thus increasing daily
losses and raising the amount of aid needed to stabilise the bank during its transition to a sustainable business model.
Feasibility: moderate for issuance, more difficult for market placement
Can the bank be sustainable on an ongoing basis in the future, if capital is funded with bonds?
• Market rates for Government of Ghana bonds is roughly 19.5% for 10 years (ref: ESLA 10yr)
• Assuming the bank is solvent when capitalised with bonds it should be able to borrow funds from the central bank short term vs the bond as collateral at 19%
(policy rate + 2.0%)
• Assuming no change in short term or long term interest rates a positive margin of, on average, 0.5% could be achieved adding roughly GH¢22m* per annum to
net interest income.
Feasibility: Moderate assuming fixed rate bonds are transferred to Bridge Bank, substantial volatility in short and long term rates could create additional
capital needs
*Actual additional interest income achieved could be lower than suggested, due to compounding of interest rates and haircuts on the bonds repo’d.
Resolution options

Capitalisation, liquidity and sustainable business model (cont.)
Can the bank derive a Can the Bridge Bank, using its existing uniBank capabilities, attract deposits at market rates once capitalised? - Difficult
sustainable business
model where it can cover uniBank has a high cost deposit base due to its financial position. With re-branding the bank would need to attract customers and deposits at market rates rather than
its long term cost of competing on price.
capital? • Although the bank seems to have an existing online and SMS banking platform for retail and a substantial number of SME and Retail clients it is not clear the
i.e. Target operating bank has a strategy to execute a drive to competitive deposit taking
model
Feasibility: Medium
Can the Bridge Bank using its existing uniBank capabilities attract loan customers on a competitive basis with its peers in sufficient amounts to achieve
the required return? - Difficult
• The bank currently has little, if any, core lending franchise. In addition they have stopped originating new loans. It is unclear how the Bridge Bank could return to
the lending market in a timely and profitable way.
Feasibility: Low, given so few performing assets are available to generate income. The bank will be very dependent on loan growth. Even the banks non-
related party loans show very significant impairment history.
Resolution options
Option E – P&A certain assets & liabilities to another bank and liquidate residual
The Ghanaian banking system may have insufficient balance sheet capacity or desire to absorb GH¢3.8bn of net liabilities unless the
deposits are funded at a net discount (e.g. through offering a positive spread on the State Bond)
1 Solicit expression of 2 Receiver appointed 3 Certain assets and
interest (via accelerated over uniBank liabilities transferred via
M&A process) for Purchase & Assumption IFI confidence Functional resolution evidenced
performing assets and agreement
certain liabilities Financial inclusion Loss of regional branch coverage on
Bond transfer Receivership of uniBank
AcquireCo uniBank Employment Staff currently employed by uniBank will be
Certain assets and liabilities
lost on Receivership
Creditor claim Bond COST TO STATE

4 5
State contributes Residual assets operations Deposit guarantee Avoids immediate call on guarantee
Bond to acquirer to and shareholder advances State
cover net liabilities recovered through Recovery BoG funding Dependent on liquidation outcome in
and future losses Receivership or shifted to uniBank (where BoG funding claim retained)
acquired AMC which is critically dependent on quantum of
1. Ability & willingness of institutions to absorb GH¢3.8bn net liabilities (GH¢0.2bn Resolution costs Bond to capitalise Acquirer and State
higher than Bridge Bank scenario as no fixed assets transferred). High-cost deposits, guarantee for future losses
poor quality asset base available for P&A, and relative size of net liabilities to be
assumed against acquirers existing balance sheet are drag-anchor to future profitability COMPLEXITY
and solvency, reducing potential acquirer interest (unless compensated through
purchase price) Identification and valuation of certain assets and relevant liabilities to be
2. Sustainability. State support through provision of a Bond, which will be held at mark-to- assumed by Acquirer
market value rather than cost, risks destabilising acquirers existing solvency and liquidity
position in the event of future interest rate rises and a reduction in Bond value. The net Approval and execution process for issuance of State Bond
liabilities to be absorbed may need to be spread across several acquiring institutions to
partially mitigate the mark-to-market risk on any one particular institution SUSTAINABILITYTAINABILITY
3. Execution complexity. Data quality issues and deficiencies identified to date in loan
securities will both reduce acquirer interest and delay diligence timetable. The inability Risk of future solvency and liquidity issues in Acquirer heightened due to
to provide recourse back to uniBank for future losses on acquired assets may Variable Bond mark-to-market (impacts equity and eligible BoG borrowing base)
necessitate some for of State guarantee / asset protection
Resolution options
Option F – Full liquidation via receivership

Due to near-term liquidity constraints it may be necessary to execute other options (such as Bridge Bank or P&A) out of Receivership (with
liquidation of the residual entity), rather than out of Official Administration. The estimated outcome on liquidation remains subject to
further valuation and scenario modelling
1 Receiver appointed 3 Realisations distributed to creditors in

Depositor protection Limited prospect of distribution under s135
to liquidate uniBank priority waterfall as prescribed in
Act 930
section 135 of Act 930
IFI confidence Negative
Financial inclusion Full branch closure on wind-down

uniBank
Employment Loss of jobs (current direct and indirect
employees
2 Assets and shareholder

advances recovered COST TO STATE
through Receivership or
shifted to AMC Deposit guarantee If unsecured depositors are not transferred
out under a P&A then, under s135 of Act930
KEY ISSUES:
they will rank behind BoG funding with
1. Uncertainty of returns on liquidation limited prospect of recovery
• The key swing-factor in estimated liquidation returns is potential recoveries against Recovery BoG funding Dependent on successful recovery of claims
the GH¢3.7bn (plus accrued interest to be determined) unsecured shareholder again Shareholder
advances. Further assessment of potential is contingent on the progression of
forensic work, to include a suggested global asset search and recovery assessment. Resolution costs High
• Cash recoveries against the loan portfolio and fixed assets. Our IFRS9 indicative
valuation assessment is based on Bank data (which may be inaccurate or incomplete) COMPLEXITY
and includes a number of assumptions (e.g. in respect of asset recovery timings)
which may could change as future facts and circumstances change. Fixed assets and Material work expected to unwind / confirm suspect transactions and validate
security remain subject to independent valuation. assets and liabilities
2. Creditor waterfall Asset recoveries (pre any potential recoveries from
Shareholders) appear insufficient to cover priority BoG claims, leaving no prospect of
recoveries for under Section 135 of Act 930
Resolution options
Narrowing options – simplified decision tree

Executable options are governed by the availability of further short-term liquidity support and the State’s willingness and ability to
guarantee depositor losses arising on insolvency. There is limited opportunity for deposit loss mitigation from the migration of
performing loans (< GH¢0.4bn) to offset deposits
Continue in O.A.
OPTIONS (EXECUTED OUT OF O.A. OR LIQUIDATION (VIA
Y RECEIVERSHIP)
Is GH¢1.0bn 1st tranche Is state willing to Y

N Can BoG provide liquidity support All 3rd party
shareholder contribution Does banking system have
support for a further 1 to 3+ depositors
received 16 July 2018? sufficient capacity to absorb
months to minimise (GH¢4bn+) in line State Bonds (state funding to
systemic disruption pending with prior N acquirers)?
Y transaction execution? Y
announcements?
N Plan and execute transition
Is balance of shareholder Y to NewCo & build viable
N N
proposal sufficient & Bridge Bank
credible? Withdraw banking licence & Can State fund incremental
liquidate via Receivership costs (GH¢0.5bn+) and make
a Bridge Bank financially viable Plan and execute transition
Y
in the long-term? to NewCo and run-off non-
Is BoG prepared to provide viable Bridge Bank
additional liquidity support N Pursue claims against N
pending full receipt of shareholder
proposed proceeds? Is State prepared to back- Plan and Execute P&A ‘good’
Y assets and selected liabilities
stop certain 3rd party
Y
liabilities (e.g. Retail across institutions and
deposits)? liquidate balance
Is shareholder still deemed N
‘fit and proper’? N
Is Nationalisation possible Y Nationalise

Y and politically acceptable to
avoid insolvency?
Execute shareholder
proposal N
Liquidate via Receivership
Governance, risk
and compliance
Governance, risk and compliance
Governance, risk and compliance activities of the Bank were assessed for the period of 2016 to March 2018 to identify their adequacy prior to the appointment of the OA.
The assessment was based on the regulatory requirements of BoG, other key regulators and the peculiarities of uniBank to achieve a consistent and holistic vision towards
building a sustainable business.
Governance Compliance and Regulatory Breaches
• The following gaps were identified from a review of board operations contrary • The Board did not issue directives in response to compliance breaches
to BoG Corporate Governance directive: identified by the compliance unit. There were 4 and 7 breaches in 2017 and
– The chairman of the board serves on 5 out of 6 sub-committees of the 2018 respectively.
board and chairman of 3 of these sub-committees. • The compliance unit did not follow up to correct compliance breaches
– Only 2 out of the 11 directors are independent non-executive directors. identified.
– 2 members of the Board are directors of 2 other regulated financial • Reports to BoG and other regulatory bodies were not submitted timely.
institutions (uniBank and uniSecurities). • There were breaches of regulatory thresholds (CAR, liquidity, NOPs).
– 5 out of the 11 members of the Board are directors of subsidiaries of the • There were breaches to BoG’s directive to uniBank to stop granting facilities
group including the holding company. after 26 October 2017.
• The Management Credit Committee was responsible for oversight of risk • Returns submitted to the Banking Supervision Department (BSD) for
management activities. However, their terms of reference has not been December 2017 were significantly misreported. The following misstatements
updated to reflect their oversight role of risk management. were noted:
– Loans and advances overstated by GH¢1.3 billion
Risk Management – Customer deposits understated by GH¢2.3 billion
– Other assets understated by GH¢3.8 billion
• There was no formal process to identify, rank, analyse key risks and to
consolidate and report key risk information. Internal Audit
• There was no formal assessment of executive management’s risk
management responsibility • Risk assessments were not performed regularly to identify key auditable areas
• The Board Risk Committee has not approved a risk appetite statement and an in line with the risk profile of the Bank.
enterprise risk management policy.
• Internal audit, in execution of their activities, did not reflect adequate
• There were breaches of the following credit policies:
engagement supervision. They did not also maintain information on sources
– Annual credit assessment of existing facilities
and analysis of information in support of their findings.
– Proper collateral documentation
– Approval limits • The internal audit function did not perform governance reviews to assess the
adequacy and effectiveness of key board and governance activities
Procurement • The internal audit function has not been reviewed by an external entity to
assess its level of compliance with IIA standards
• uniBank does not have a procurement committee to oversee it procurement
function and activities, contrary to the requirements of this policy.
• Procurement of high valued assets was managed by heads of departments
instead of the procurement function.
• uniBank procured a significant number of its goods and services through single
sourcing, contrary to its policy.
Governance, risk and compliance
Credit risk management Information Technology
The following significant breaches were also identified in credit administration: • The IT strategy does not include a budget and specific measurable timelines
• Some executives approved facilities in excess of their limits set out in the for most of the 2018 IT initiatives.
bank’s credit policy. For example, an unsecured facility of GH¢32,917,629 • SLAs are not maintained with certain third party vendors (e.g. Inlaks and
approved by the CEO in excess of his approval limit of GH¢120,000. WestTuk Automation)
• Some loans did not bear any evidence of formal approvals in the form of offer • There are no guidelines for the creation, modification and revocation of user
letters, board resolutions etc. access to applications, databases and operating systems
• Instances of inadequate or no collateral documents were sighted for some • Staff that have resigned were still active on the network and core banking
facilities granted. In other instances, the bank had not registered its interest application. In addition, staff who were transferred/ switched roles were not
(perfected) in the collateral. assigned to appropriate groups in T24 which reflect their current roles.
• Annual assessments were not conducted for the 60 facilities reviewed • Certain password security settings on critical systems were not adequate
• A high level review of the approval status of the top 200 customers exposures • Data centre CCTV footage can only be played back up to 7 days which is a
(about 389 facilities) highlighted the following: violation of Bank of Ghana’s requirement of 90-day playback.
• The DR site does not have an automated humidity sensor to monitor
Number of Amount % of top 200
Approval status facilities (GH¢million) loans
temperature changes at the site and alert appropriate staff when there are
Formally approved 224 1,324 43% extreme temperature changes.
Approved outside defined • Observations from the vulnerability assessment and penetration test include
43 404 13% the following:
policies
Not approved 122 1,385 44% – Inadequate Network Access Control configuration
Total 389 3,113 100% – Use of weak and easy-to-guess administrator passwords
– Inadequate network segmentation
• Out of the 389 facilities reviewed, 24 attributable to related parties were either – Unauthenticated access to SMB network shares
not approved or approved outside the bank’s defined policies. These loans – Inadequate patch and vulnerability management
amounted to GH¢474 million. – Use of vulnerable and unsupported operating systems
– Unrestricted access to the Jboss JMX Console
– Multiple vulnerabilities from unsupported versions of PHP
– Use of default community names on SNMP
Refer to Appendix 3 (pages 129 – 245) for the detailed findings on the
governance and controls environment of uniBank.
Operations and
Management
– Official Administrator (OA) governance
– OA management team and BoG oversight
– Review of business and management approach
Operations and management
Official Administrator (OA) governance structure

Bank of Ghana
Coordinating
Committee Official Administrator
(KPMG/BSD)
Internal
Internal Audit PMO
Audit/Compliance
Loan IT and
Treasury HR Legal Finance Recoveries Business Credit & Risk
Operations
Corporate Retail Operations &

SME Banking
Treasury & Human Banking Banking IT
Legal Finance
Global Trade Resources
Marketing & Service

Digital Excellence/
Financial Consumer
Compliance Reporting
Services
Strategy &
New
Performance
Business
Assurance
Legend
OA’s Team Banc-
Existing Team assurance
OA management team and BoG oversight

The Official Administrator has assembled a team of experienced professionals
and banking experts in administering the affairs of uniBank (Ghana) Limited. The Bank of Ghana oversight over Official Administrator is mainly exercised
through request for meetings and updates. Below are key meetings and updates
Key members of the management team include the following: to BoG:
Nii Amanor Dodoo Andrew Akoto

Pre-Intervention Stage
Official Administrator on behalf of Engagement Partner
KPMG in Ghana
Operational Planning Presentation on Operational Plan for
Simon Dornoo Paa Kwesi Morrison intervention and Management of uniBank
Executive Representative of Legal Adviser to OA (Ghana) Limited
Official Administrator
Meeting to update BoG Briefing the Governors on Operational
Readiness of OA
Joyce Adu-Ntim George Baah-Danquah
Finance Lead of OA Treasury Lead (OA) Final pre-intervention Final Readiness Check with Banking
Meeting Supervision Department
Laureen Lokko Kwame S. Barnieh
Human Resources Lead Internal Audit/Compliance (OA)
(OA) Intervention Stage
Raphael Osei-Boafo Olufemi Olofinlua 30 Day Report Presentation on the 30 Day report (Inventory
Credit and Loan Recoveries (OA) IT Lead of OA of Assets and Liabilities) submitted to BoG by
the OA.
Key members of project management office (PMO) include: Bi-weekly meetings Update on key operational matters including
with BSD follow up on approval letters, liquidity
Robert Dzato Samuel Aluko requests, customer related matters
PMO-Communications/ PMO/Operations/IT(OA)
Business (OA) Liquidity request and Discussion on conditions and application of
customer obligations GH¢68m BoG liquidity support for uniBank
Caroline Anokye Frank Abbey (SME, Individual and Rural Banks)
PMO/ Finance (OA) PMO/ Analytics (OA) Status Report to BoG Presentation on the current state of the bank,
key findings and how OA is managing the bank
Review of business and management approach

Brief overview of uniBank’s Business Model Observation of Business Model
• uniBank (Ghana) Limited has three defined customer segments; retail, SMEs • High funding cost resulting from expensive deposits
and Corporates. The Bank has 54 branches in nine 9 regions across Ghana
• 48% of total assets are non-interest earning and locked up in Other Assets
serving the banking needs of 414,370 retail customers.
(Advances to shareholders of GH¢3.7 billion)
• In total, uniBank offers fifty different solutions to its customers across the
• Facilities advanced under poor credit administration, including bullet
various segments. The Bank is positioned as an SME bank and thus offers a
payment options
suit of products to retail and SME customers.
• Aggressive expansion of branches, some 47 are loss-making
• Seven out of the fifty-four branches showed profitability, as at April 2018. It
is proposed that a number of branches be considered for rationalisation to • High rental expenses including unopened branches
sustain the retail business • Key suppliers included a significant number of related and connected
entities
Branch Rationalisation Cost Saving Opportunities for the Bank

OA cost optimisation has saved about GH¢12.3 million and $2.3 million so far
• Branches were assessed based on a number of critical factors. These factors Actual Cost saves Implications
included branch efficiency (measured by cost/income ratio), branch # Detail GH¢ $
productivity (measured by income/staff per branch), customer base and branch 1 HR rationalisation 11,881,214 56,888
locations. Based on the assessment, fourteen worst performing branches 2 IT Licences and agreement 456,617 2,275,157
have been identified. The impact of transfer pricing on branch performance has Total 12,337,831 2,332,045
not been assessed.
• An estimated cost release of GH¢21 million (relating to staff costs, marketing Other Initiatives with Potential Cost savings GH¢
and other cost elements) is expected to be realised from branch 1 Further HR cost savings 11,688,571
rationalisation. However, about 253 employees will be impacted in the 2 Payroll recovery from Related parties 7,996,161
process. Initial redundancy costs, which will be subject to negotiations, is
3 Branch rationalisation 8,813,790
estimated at GH¢11.67million.
4 Space rationalisation 5,450,900
• The Bank will have to migrate over 48,000 accounts to other branches in order 5 Fleet of vehicles and janitorial service 1,464,057
to secure about GH¢230 million of customer deposits that may be lost if
6 Change of vendor – cash in transit 292,869
identified branches were closed down. Branch density and locations have
7 Saturday Banking 81,494
been considered.
Total 35,787,842
Review of business and management approach

Loan Recovery Managing Customer Expectations
A total of GH¢3.3 billion was recognised as the total non-performing loans. The • The OA and BoG Officials on Day 2 of Intervention visited all 54 uniBank
profile of these loans according to sectors are summarised below. branches across the country
Amounts totaling GH¢735m are due from Government and Government related • The OA held meetings with the top hundred (100) customers by deposits.
entities to customers of uniBank that have been advanced various sums to These customers were classified into Institutional and Individual customers.
execute related Government works. These amounts are long over due and are Meetings were held with other customers on a need basis. The objectives of
currently classified as non-performing. We are in the process of engaging the visits were to:
Ministry of Finance to understand how repayment to these customers will be
made and timelines for the recovery of these amounts.  Clarify the role of the OA
 Allay customers’ fears on the safety of their deposits
Share of Non-Performing Loans by Sectors Deposit values (GH¢‘million)

1,202.17
GH¢m 4,283 4,275
940.46 3,776 3,756
Customer
666.01
balances have
not reduced
significantly
139.93 184.41
40.00 42.40
Service Financial BDCs Telecoms Construction Deferred Others

Charges Institutions Expenditure 31 Dec17 20 Mar 18 31 May 18 6 Jun 18
On Dormant Transferred
Accounts to Loans The Official Administrator has continued to engage other relevant stakeholders
of the bank to keep them adequately informed during the intervention period
Recovery efforts
The efforts by the OA and credit recovery team of uniBank has been able to
recover a total of GH¢87,899,044.38 between April and June 2018.
Shareholders Media &
Regulators & Correspondent Creditors & Dev’t Staff
Press
International Banks Partners
GH¢ Organisations
April May June
Refer to Appendix 4 (pages 246 – 274) for the detailed findings on the operations
39,998,127 28,860,571 19,040,347 and management of uniBank.
Appendices
1 – Financial condition
2 – Unusual and suspicious transactions
3 – Governance, risk and compliance (GRC)
4 – Operations and management
Appendix
1. Financial Condition
- 1.1 Related Parties – Transactions, Balances & Disclosures (Advances to Shareholders)
Appendix 1.1.1 Reference: Page 44
Omissions in off-balance sheet transactions

Sahel Sahara Bank presented 3 guarantees, amounting to GH¢37.1 million, to
the Bank on 21 June 2018, which they indicated had crystalised and therefore
made a demand for payment. There is no record of these guarantees in the
Bank’s books and this matter is therefore being investigated. The total amount is
not included in the unrecorded exposures at 31 May 2018 shown above. The
details is as follows:
Counterparty Type of CCY Amount in Amount

Instrument original currency (GH¢)
uniSecurities Guarantees GH¢ 20,000,000.00 20,000,000.00

Prompt Guarantees GH¢ 6,379,696.34 6,379,696.34
Supplies
Solution (Gh)
Ltd
GR Guarantees GH¢ 10,762,497.64 10,762,497.64
Construction
Services (Gh)
Ltd
Total 37,142,193.98
Financial condition - related parties (relationship and transactions)

Company Nature of Relationship Nature of Transactions
Provision of funds by the bank for property acquisition, equity investments, etc.; Bank guarantees and
HODA Holdings Parent company
other banking services
EIB Network Ghana Limited Common control with uniBank Advertisement services to the Bank; loans & advances to EIB
uniPrecision Printing And
Common control with uniBank
Packaging Company Limited Letters of credit, loans & advances to uniPrecision. Provision of stationery printing services to the Bank
TOPP Core Securities Limited Common control with uniBank Provision of security and escort services to the Bank. Banking services to TOPP
TELELMEDIA Communications Common control with uniBank Provision of branding and advertising services to the Bank
StarLife Assurance Co Ltd Common control with uniBank Banking services, loans & advances
LHS Ghana Limited Common control with uniBank Banking services, lines of credit, loans and advances to LHS
TOPP Recruitment Limited Common control with uniBank Provision of tellers and sales representatives to the Bank. Banking services, loans and advances to TOPP
uniSecurities Limited Common control with uniBank Placements, advances and guarantees to uniSecurities
Star Assurance Co Limited Common control with uniBank Provision of insurance services to the Bank. Banking services to Star
uniCredit Ghana Limited Common control with uniBank Loans & advances to uniCredit and other banking services
UB Financials Services Common control with uniBank Advances to UB Financial Services and other banking services
Star Goldfields Limited Common control with uniBank Loans & advances to Star Goldfields and other banking services
NUMA Logistics Limited Common control with uniBank Loans and advances to NUMA and other banking services
Star Micro Insurance Services Common control with uniBank Loans & advances to Star Micro and other banking services
POAK Resources Limited Common control with uniBank Loans & advances to POAK and other banking services.
Cassel Energy Limited Common control with uniBank Loans & advances and other banking services
Bolton Portfolio Limited Common control with uniBank Loans & advances and other banking services
Letters of credit, loans & advances and other banking services. Supply of stationery, furniture and vehicle
Alban Logistics Limited Common control with uniBank
leasing services to the Bank
Premier Portfolio Limited Common control with uniBank Loans & advances to Premier Portfolio and other banking services
Avenue Investments Common control with uniBank Loans & advances to Avenue Investments
Prime Properties Limited Common control with uniBank Loans & advances to Prime Properties; bank guarantee and other banking services
Loans, advances and other banking services to IPL. Refurbishment of branches, estate and rental services
Integrated Properties Limited Common Control with uniBank
to uniBank
Minch Company Limited Common Control with uniBank Loans & advances and other banking services to Minch Company
Crompton Logistics Limited Common Control with uniBank Loans & advances to Crompton
HODA Properties Limited Common Control with uniBank Advances to HODA Properties.
Relationship indicated by key
EuroStar Global Limousine
management staff Loans and advances
Premium Estates Limited
management staff Loans and advances
GLEDHOW Logistics
management staff Loans & advances
Appendix
2. Unusual and suspicious transactions
- 2.1 Unusual and suspicious transactions

In the course of KPMG’s work as Official Administrators, certain unusual transactions have been identified. Details of these unusual transactions have been summarised
below. A forensic investigation is required to collect evidence and establish if there has been actual misappropriation of assets and fraud.
No. Issue Findings Estimated Amount Involved
1. WAICA Re • The Bank made payments of GH¢57 million to WAICA Re (Sierra Leone) for equity investments in GH¢57.1m / one-off
Investments WAICA Re for uniBank, HODA and some other related entities.
by related
parties uniBank’s shares (4,113,113 shares) in WAICA Re were later transferred to HODA Holdings in June
2017 at a cost of US$1 per share by an executive of the Bank without board approval. These
transactions remain unrecorded in the books of uniBank and the Bank has not received any form of
consideration for this sale.
The table below provides details of payments made by the Bank on behalf of its related entities:
Counterparty Transfer Currency Amount in Amount (GH¢)

Date original currency
HODA Holdings 30-Nov-16 US$ 6,807,326 28,993,215
HODA Holdings (uniBank) 29-Nov-16 US$ 2,261,932 9,635,829
Crown Insurance Brokers 30-Nov-16 US$ 2,715 11,565
Star Micro Insurance 30-Nov-16 US$ 95,383 406,332
Telemedia Communications 30-Dec-13 US$ 640,000 1,510,400
Crown Insurance Brokers 30-Dec-13 US$ 640,000 1,510,400
uniCredit Ghana Limited 27-Dec-13 US$ 640,000 1,496,514
HODA Holdings 23-Dec-13 US$ 2,560,000 5,478,400
HODA Holdings (uniBank) 26-Nov-13 US$ 1,280,000 2,892,800
uniSecurities Ghana Limited 01-Nov-13 US$ 1,194,600 2,616,174
Dr. Kwabena Duffuor 25-Feb-14 GH¢ 2,592,000 2,592,000
Total 57,143,629

2 Omissions in • The CEO, Dr Kwabena Duffuor II, who is also the Board Chairman of uniPrecision solely approved US$16.2m / one-off
off-balance letters of credit (not collateralised) of $12.5 million and $4.2 million in favour of uniPrecision and Alban
sheet Logistics respectively, both related entities.
transactions
• A number of guarantees were issued by the CEO and COO of the Bank which were omitted in the
Bank’s list of guarantees provide by the Risk Department. These were noted from confirmation
responses from Beige Bank and Sovereign Bank and a claim from NTHC. The completeness of these
guarantees cannot be confirmed. The guarantees issued to Beige Bank was mainly for related parties
(uniSecurities and Prime Properties).
The table below captures related party off-balance sheet transactions as at 31 May 2018:
Counterparty Type of Currency Amount in original Amount

Instrument currency (GH¢)
uniSecurities Guarantees GH¢ 30,000,000 30,000,000
uniSecurities Guarantees GH¢ 16,000,000 16,000,000
Alban Logistics LCs US$ 4,162,488 18,382,796
Prime Properties Guarantees GH¢ 7,000,000 7,000,000
HODA Holdings Guarantees GH¢ 16,120,000 16,120,000
Total 87,502,796

3 MV Adobia • uniBank, in February 2013, availed a facility of US$6million to African Independent Coastal Services US$19.2million / one-off
Transaction Limited (AIC) for the purchase and operation of the Motor Vessel Adobia (MV Adobia). The purpose
of the facility was to help the borrower run a feeder service along the West African coastline. US$40,000 / per month
AIC was unable to repay the loan. MV Adobia was not properly maintained. To protect the Bank’s
interest in the MV Adobia, a ship caretaker (Capt. Benny Whalley1 of Bluefone Marine) was
appointed by the Bank in March 2015 to oversee all matters necessary to the revival and efficient
management and operation of MV Adobia.
The Bank on 11 November 2015, filed a suit against AIC to recover the facility. AIC filed a defence
alleging that the Bank had converted MV Adobia and further filed a counter-claim for damages. The
suit has been lying fallow since 24 April 2017. The total indebtedness of AIC to the Bank as at 17
April 2018 stands at US$19.2 million and GH¢9.6 million being the outstanding balances of the
restructured loan owed to uniBank.
The Bank has since March 2015 been paying the caretaker approximately US$40,000 every month
for the maintenance of MV Adobia. The ship is in a state of disrepair and has been unable to
generate any income since March 2015. The ship was valued at $1 million in 2015.
The total outstanding indebtedness of AIC as at 17 April 2018 was $19,242,200 and GH¢9,576,500
for the US dollar and Ghana cedi advances respectively.
1 – The caretaker’s wife (Mrs. Ivy Bruku Whalley) is a director and shareholder of LHS Ghana, a
related party
4 Social • uniBank paid five hundred thousand Ghana cedis (GH¢500,000) to the Institute of Fiscal Studies GH¢500,000 / per year
Responsibility (IFS), a related entity in March 2018. This is a yearly payment the Bank makes to IFS. The Bank also
(CSR) -IFS paid for a Toyota Land Cruiser at a cost of GH¢233,135 in 2014, which IFS has indicated was a
donation from the Bank to IFS. We have not sighted any approvals either from the Board of Directors
or management to confirm this.

5 Vehicles given • uniBank leases vehicles under operating leases from a related party Alban Logistics. The Bank also GH¢1.2million /one-off
to related purchased and provided vehicles to the following related parties at no charge. The table below
parties provides details of vehicles uniBank has provided to its related parties.
Related Party Details of Vehicle Cost (GH¢)

Institute of Fiscal Studies Land Cruiser Prado1 233,135
(IFS)
StarLife Assurance Toyota Land Cruiser (Executive Travel) ER 175,652
2002 11
Alban Logistics Honda Saloon Car GR 9493 09 35,566
Dr Kwabena Duffour II Audi 8 (registered in his personal name in 515,234

addition to his official vehicles)
uniPrecision, Toyota Prado, Diesel GE 6452-15 282,900

Head of Finance
Total 1,242,487
1 The Official Administrator has subsequently received written correspondence from IFS stating that the vehicle was a donation
from the Bank. No documents were provided to confirm this assertion.
6 Seconded • uniBank seconded a number of staff to various related parties including uniCredit, uniSecurities, GH¢7.2million /one-off
staff to related uniPrecision, House of Duffour Assets (HODA), EIB Network, etc. between August 2014 and April
parties 2018.
uniBank however, continued to bear the cost of salaries and benefits paid to these seconded staff. The
total benefits of the seconded staff is estimated at GH¢7.2million excluding medical, training, etc.
Staff seconded to related parties whose salaries and benefits were paid by the Bank include the CEO
of uniCredit Ghana Limited from August 2014 to March 2018 and the Head of Finance of uniPrecision
Packaging Limited seconded from October 2016 to March 2018.
Effective May 2018, some of the staff have returned to uniBank while others have been absorbed by
the related parties.

7 Expenses • Certain significant expenses incurred in prior years have been deferred and included in the balance GH¢165million / one-off
deferred in the sheet instead of being expensed in the period they occurred. Management opted to defer these
balance sheet expenses to improve the Bank’s operating results. These expenses are being amortised over a
number of years. The balances as at 20 March 2018 on these accounts are detailed below:
Expense Description Amount

(GH¢‘million)
Business promotion – These are amounts which were paid 105.4
to facilitators of institutional deposits and accounts
Interest on BoG liquidity support for August 2016 and losses 25.2
on forex trading in February 2017
Loss on VRA haircut 16.6
Loss on sale of ESLA bond 12.5
BOG penalty for April 2017 5.3
Total 165
8 Unrecorded • The CEO, Dr Kwabena Duffuor II, on 14 July 2017 approved a request by Kwadwo Opoku Okoh GH¢2.2million / one-off
transfers by (Head of Finance, HODA Holdings) to transfer US$500,000 to Linklaters LLP, Dubai on behalf of
HODA HODA Holdings. The money was transferred via SWIFT on 17 July 2017 through Citibank under
Holdings circumstances that have not yet been fully clarified.
• The amount of $500,000 paid has remained as a reconciling item on Citibank statements since 17
July 2017 and is yet to be recorded as expense in the books of Bank.
The table below captures details of the transaction:
Related Entity Date Amount Exchange Amount

(US$) Rate (GH¢‘million)
HODA Holdings 17 July 2018 500,000 4.4183 2.2

9 Purchases • The Bank’s main outsourcing and procurement arrangements were with related parties despite the 57.6GH¢million / 15 months
from related uncompetitive nature of the commercial terms.
parties at • Approximately GH¢57.6 million has been paid to related entities for goods and services procured
excessive from January 2017 to date, as shown in the table below:
prices
Counterparty Services Provided Amount (GH¢)
Alban Logistics Supply of stationary and furniture 4,435,935
uniPrecision Printing of stationary 873,624
Telemedia Branding and advertising 2,181,720
Topp Core Logistics Provision of drivers and dispatch services 3,709,856
Provision of security services and escort

Topp Core Security 8,520,276
services
Provision of tellers and sales
Topp Recruitment 9,379,821
representatives
Integrated Properties Refurbishment of branches 28,507,561
Total 57,608,793
A number of local purchase orders (LPOs) for orders from related parties that were raised after 20
March 2018 and had quotations that were significantly higher than other vendors are set out on the next
page. These LPOs were subsequently cancelled after reviews for confirmation by the OA team.

The table below provides details of a sample of over-quoted LPOs from related parties:
S/N LPO Date LPO No Nature of items Name of competitor Amount quoted Name of related party Amount quoted Difference
GH¢ GH¢ GH¢
1 27/03/2018 ub0097 Entry passed pad MMG Printing Services 811 uniPrecision 2,483 1,673
2 27/03/2018 ub0093 Toners Alexfos Enterprise 51,290 Alban Logistics 69,593 18,303
3 27/03/2018 ub0120 Internal Transfer form MMG Printing Services 1,692 uniPrecision 7,226 5,534
4 27/03/2018 ub0096 Police Hospital Receipt MMG Printing Services 4,230 uniPrecision 8,813 4,583
5 27/03/2018 ub0095 Toner CAT Yield Docutech Limited 6,229 Alban Logistics 6,403 173
8 27/03/2018 ub0098 Cash Deposit Slip MMG Printing Services 13,513 uniPrecision 45,120 31,608
9 09/04/2018 ub0101 Sika Collect Register Unicare Graphics 2,500 uniPrecision 4,994 2,494
10 27/04/2018 ub0124 MasterCard Debit form R-ox Limited 5,875 uniPrecision 5,993 118
11 27/04/2018 ub0118 Toners Nabed Poly Blocks 42,539 Alban Logistics 45,272 2,733
13 21/05/2018 ub0134 Cash Deposit Slip Men M Ventures 22,480 uniPrecision 35,250 12,770
14 21/05/2018 ub0136 Statement Request Form Men M Ventures 1,545 uniPrecision 3,525 1,980
15 27/03/2018 ub0098 Cash Deposit Slip MMG Printing Services 13,513 uniPrecision 45,120 31,608
16 09/04/2018 ub0101 Sika Collect Register Unicare Graphics 2,500 uniPrecision 4,994 2,494
17 27/04/2018 ub0124 MasterCard Debit form R-ox Limited 5,875 uniPrecision 5,993 118
18 27/04/2018 ub0118 Toners Nabed Poly Blocks 42,539 Alban Logistics 45,272 2,733
20 21/05/2018 ub0135 NLA Fast Credit Slip Men M Ventures 5,495 uniPrecision 16,897 11,402
22 12/06/2018 ub0153 Staple Pins Xanthosoma Enterprise 515 Alban Logistics 528 13
23 07/06/2018 ub0140 80A Toner Nabed Poly Blocks 28,325 Alban Logistics 31,625 3,300
Telemedia
24 16/05/2018 ub0131 Directional Signs Rock Publicity Limited 2,609 3,973 1,364
Communications

10 Misreported • A comparison of the Bank’s ledger as at 31 December 2017 with BSD reports (MBK100, SBK 200, GH¢2.3billion / net difference
Financial SBK 201 and SBK 202) submitted to Bank of Ghana revealed the following significant misreporting:
Information to - Overstatement of loans and advances by GH¢1.3 billion
Bank of Ghana - Understatement of other assets (possible misappropriation) by GH¢3.8 billion.
- Understatement of customer deposits (possible suppression of deposits) by GH¢2.8 billion
11 Misleading • Actual opening balances that were used as a basis to develop the 2018 budget for presentation to the GH¢3.5billion
budget Board of Directors for approval did not include GH¢3.5 billion of amounts that had been advanced in
presented to prior periods to shareholders. This may reflect an intention to mislead the Board on the true state of
and approved affairs of the Bank.
by the Board
12 Diverted • The Bank arranged $25 million refinancing facility with African Export–Import Bank (AfriExim) for on- US$25million / one-off
AfriExim US$25 lending to LHS and Bulk Oil Storage Transport (BOST). Even though the facility was received on 15th
million facility December, 2017, the amounts were not lent to LHS and BOST which were presented as sub-
meant for LHS borrowers to AfriExim. The facility was utilised by the Bank for its own purposes and remain unpaid.
and BOST

13 Expenses of • A number of expenses for related parties were borne by the Bank. These included the following: GH¢359,677 / 15 months
Related Parties - Drivers and security men for HODA Holdings and Institute of Fiscal Studies (IFS)
borne by - Costs of fuel for generator sets for HODA Holdings, IFS, Dr Kwabena Duffuor and other non-
uniBank executive directors
(Ghana) Limited
- Costs of cleaning services for IFS.
The table below provides details of expenses of related parties borne by uniBank from 1January 2017
to 20 March 2018:
Counterparty Type of Expense Amount (GH¢)

HODA Holdings Drivers and Security 125,921
IFS Drivers and Security 96,964
Residences
(Dr. Duffuor, Non- Executive Fuel 40,318
directors
IFS Fuel 21,446
HODA Holdings Fuel 12,868
Institute of Fiscal Studies Cleaning Services 62,160
Total 359,677
14 Unsupported • Several customer accounts were credited using petty cash vouchers and cash pay-in-slips generated GH¢193 million
credit to by the Finance unit without any value being received by the Bank.
customer • Corresponding entries were posted to the deferred expenditure related party accounts. The following
accounts using pages (97 and 98) detail samples of unsupported credit entries made to customer accounts.
petty cash
vouchers and
cash Pay-in-Slip

The table below provides details of a sample of unsupported credit entries to customer accounts:
Unsupported credits to customer accounts

Amount in Deposit Account
Petty Cash original Amount in No on Cash
Customer Name Voucher No. Date Currency currency GH¢ Purpose Pay-in-Slip
Payment to HODA Holdings IRO
HODA Holdings Ltd 042110 21/04/2016 GH¢ 56,295,000.00 56,295,000.00 uniSecurities Borrowing 0210105289628
APEX Capital 123110 31/12/2015 GH¢ 25,000,000.00 25,000,000.00 Payment to Apex Capital 1310106345131
Integrated Properties Ltd 061005 10/06/2016 GH¢ 8,200,000.00 8,200,000.00 Loan repayment for IPL 0210110056014
Hardwick Ltd 061515 15/06/2016 GH¢ 7,000,000.00 7,000,000.00 0210124379916
Integrated Properties Ltd 021019 10/02/2016 GH¢ 5,839,094.50 5,839,094.50 Payment to IPL for HODA Village 0210110056073
Integrated Properties Ltd 020917 09/02/2016 GH¢ 5,529,738.50 5,529,738.50 Payment to IPL for Kumawu project 0210110056065
HODA Holdings Ltd 042520 25/04/2016 GH¢ 4,500,000.00 4,500,000.00 Payment to HODA Holdings 0210105289628
Bolton Portfolio Ltd 031410 14/03/2016 GH¢ 4,010,000.00 4,010,000.00 Payment to Bolton Portfolio 0210109947827
Tropical Minerals Co Ltd 061725 17/06/2016 GH¢ 4,000,000.00 4,000,000.00 Payment to Tropical Minerals 2110127416211
TOPP Recruitment Gh Ltd 012110 21/01/2016 GH¢ 4,000,000.00 4,000,000.00 Payment for TOPP Recruitment Ltd 0270104476117
HODA Holdings Ltd 050426 04/05/2016 GH¢ 4,000,000.00 4,000,000.00 Payment to HODA Holdings 0210105289628
Premier Portfolio Limited 030916 09/03/2016 GH¢ 3,900,000.00 3,900,000.00 Payment to Premier Portfolio 0210107761718
NUMA Logistics Ltd 030914 09/03/2016 GH¢ 3,861,400.00 3,861,400.00 Payment to NUMA Logistics 0210107838516
Bolton Portfolio Ltd 030913 09/03/2016 GH¢ 3,859,400.00 3,859,400.00 Payment to Bolton Portfolio 0210109947819
GOLDFORT Limited 030915 09/03/2016 GH¢ 3,857,400.00 3,857,400.00 Payment to GOLDFORT Ltd 2110123466315
HODA Properties Ltd 061721 17/06/2016 GH¢ 2,745,000.00 2,745,000.00 Loan repayment for HODA Properties 2110123715311
Integrated Properties Ltd 081112 11/08/2016 GH¢ 2,587,000.00 2,587,000.00 Payment for IPL project 0210110056057
Yaw Agyei Boateng 012911 29/01/2016 GH¢ 2,298,630.00 2,298,630.00 Payment to Yaw Agyei IRO StarGold Fields 2110214516018
HODA Properties Ltd 011810 18/01/2016 GH¢ 2,297,000.00 2,297,000.00 Payment to HODA Properties 2110123715311
Integrated Properties Ltd 031721 17/03/2016 GH¢ 2,150,400.00 2,150,400.00 Payment to Integrated Properties Ltd 0210110056073
Bolton Portfolio 081520 15/08/2016 GH¢ 2,100,000.00 2,100,000.00 Payment to Bolton Portfolio 0210109947827
HODA Properties Ltd 021610 16/02/2016 GH¢ 2,073,891.40 2,073,891.40 Payment to HODA Properties 2110123715312
Yaw Addo Development Ltd 031521 15/03/2016 GH¢ 1,992,150.00 1,992,150.00 Payment to Yaw Addo Development 2110123250416

Unsupported credits to customer accounts cont’d
Amount in Deposit Account
Petty Cash original Amount in No on Cash
Customer Name Voucher No. Date Currency currency GH¢ Purpose Pay-in-Slip
LawPoint Solicitors 012221 22/01/2016 GH¢ 1,907,400.00 1,907,400.00 Payment to LawPoint Solicitors 0320224496618
Payment assets purchased from FA
Integrated Properties Ltd 012510 25/01/2016 GH¢ 1,825,200.00 1,825,200.00 Masters - IPL 0210110056065
GOLDDUST LLC Ltd 081120 11/08/2016 GH¢ 1,297,624.00 1,297,624.00 Payment to GOLDDUST LLC 0021300472283
Yaw Addo Development Ltd 083011 30/08/2016 GH¢ 1,100,000.00 1,100,000.00 Payment to Yaw Addo Development 2110123250416
Legal Ink Ltd 021814 18/02/2016 US$ 1,000,000.00 3,886,000.00 Payment to Legal Ink 0320217147411
Integrated Properties Ltd 012819 28/01/2016 GH¢ 1,000,000.00 1,000,000.00 Payment to IPL 0210110056014
Yaw Addo Development Ltd 031820 18/03/2016 GH¢ 961,750.00 961,750.00 Payment to Yaw Addo Development 2110123250416
YAW Addo Richard 102221 22/10/2015 US$ 900,000.00 3,419,460.00 Payment to Richard Yaw Addo 0320242295913
NUMA Logistics Ltd 050420 04/05/2016 GH¢ 822,000.00 822,000.00 Payment to NUMA Logistics 0210107838516
Jacob Addotey Annang 011316 13/01/2016 GH¢ 742,996.80 742,996.80 Rent payment for IPL 1010113958517
HODA Holdings Ltd 071113 11/07/2016 GH¢ 520,000.00 520,000.00 Tax payment for HODA Holdings 0210105289612
Oscar Yao Doe 061722 17/06/2016 GH¢ 500,000.00 500,000.00 - 2110120536513
Integrated Properties Ltd 021018 10/02/2016 US$ 500,000.00 1,933,475.00 Payment to IPL for HODA Village 0320210056038
Integrated Properties Ltd 020916 09/02/2016 US$ 400,000.00 1,546,780.00 Payment to IPL for Kumawu project 0320210056027
Integrated Properties Ltd 031722 17/03/2016 GH¢ 310,800.00 310,800.00 Payment to Integrated Properties Ltd 0210110056057
Modula Grup 012612 26/01/2015 GH¢ 200,000.00 200,000.00 Payment to Modula Grup 0210110598011
Shmulel Edry 071417 14/07/2016 US$ 94,250.00 376,528.75 Consultancy fee paid for uniPrecision 0320222824812
Avraham Ben Dahan 071417 14/07/2016 US$ 94,250.00 376,528.75 Consultancy fee paid for uniPrecision 0320222824518
WACHILD CO LTD 031113 11/03/2016 US$ 69,000.00 265,701.75 Pmt for HODA Properties Land at Haatso 0320210545713
WACHILD CO LTD 051610 16/05/2016 US$ 46,000.00 175,329.00 20% payment for land 0320210545713
LEAD Business Enterprise 022530 25/02/2016 GH¢ 40,100.00 40,100.00 Payment to LEAD Business Enterprise 2110125602115
SCANPLUS Enterprise 022531 25/02/2016 GH¢ 37,000.00 37,000.00 Payment to SCANPLUS Enterprise 2110125606315
Value Delivery Services 022631 26/02/2016 GH¢ 35,000.00 35,000.00 Payment to Value Delivery Services 2110125605017
MAXIMIL Logistics 022630 26/02/2016 GH¢ 28,000.00 28,000.00 Payment to MAXIMAIL Enterprise 2110125603316
Total 193,477,278.45

No Issue Findings Estimated Amount Involved
15 Funds • Included in the Bank’s BoG cedi accounts were some transfers made to UMB Bank in favour of GH¢324million
transferred for various entities and individuals between 5 and 6 December 2016 with a total value of GH¢324
the acquisition million for use by the beneficiaries to purchase shares in Agricultural Development Bank (ADB).
of ADB • Funding for this transaction was from a GH¢400 million transfer credited to the Bank’s BoG cedi
shares account by BoG, on the same day the transfer to UMB was made. Total credits to uniBank’s
BoG’s account on that day of GH¢785 million comprised of GH¢345 million from interbank
counterparties, GH¢400 million overnight funding from the Bank of Ghana and other credits
totalling GH¢40 million.
• Details of the transfers on 5 and 6 December 2016 are shown on the next page.
• The GH¢400 million credited to uniBank’s BoG account was an overnight facility from BoG,
which has subsequently been refinanced by borrowings from BoG and the interbank market.
• These transfers were subsequently recorded in the deferred expenditure-interest ledger and
described as advances to shareholders as “ADB share purchase”.
• Even though these transactions were described as “ADB share purchase” in the ledgers, the
Bank’s financial statements bore no record of any equity investment in ADB.
• We are yet to engage the parties to this transaction to fully understand its nature.
• Meanwhile the published financial statements of ADB confirmed the key parties, listed below
(four out of six), that these payments were made to as shareholders of ADB.
– EDC Capital – 6%
– SIC Financial Services Limited – 10%
– Starmount Dev. Co. Ltd – 11%
– Belstar Capital Ltd – 24%

No Issue Findings Estimated Amount Involved
15 Funds Details of the transfer are shown below: GH¢324million

transferred .
for the Value Date Transaction Trans Type Participants Additional information Amount (GH¢’000)
acquisition Reference
of ADB
2016-12-05 202 BELSTAR/0 MBGGHGHAC MBGHGHAC
Shares BNF/ FUNDS TRANSFER IFO ADB ESCROW
512 146,867
A/C NO 0251332328018
IFO BELSTAR CAPITAL LTD
2016-12-05 202 STARMOUN MBGGHGHAC MBGHGHAC
T/0512 BNF/FUNDS TRANSFER IFO ADB ESCROW
67,314
A/C NO 0251332328018
IFO STARMOUNT DEVELOPMENT CO. LTD
2016-12-05 202 SIC- MBGGHGHAC MBGHGHAC
FIN/0512 BNF/TRANSFER IFO ADB ESCROW
61,195
A/C NO 0251332328018
IFO SIC-FINANCIAL SERVICES LTD
2016-12-05 202 EDC-0512 MBGGHGHAC MBGHGHAC
BNF/TRANSFER IFO ADB ESCROW
36,717
A/C NO 0251332328018
IFO EDC CAPITAL
2016-12-05 202 BLEWUNYO MBGGHGHAC MBGHGHAC
/012 BNF/TRANSFER IFO ADB ESCROW
4,131
A/C NO 0251332328018
IFO MARK BLEWUNYO COFIE
2016-12-05 202 YA0/0512 MBGGHGHAC MBGHGHAC
BNF/TRANSFER IFO ADB ESCROW
5,049
A/C NO 0251332328018
IFO OSCAR YAO DOE
2016-12-06 103 UB/COFIE/6 MBGGHGHAC UBGHGHAC
1216 0251332328018 1,589
ADB ESCROW
2016-12-06 103 UB/OSCAR/ MBGGHGHAC UBGHGHAC
61216 0251332328018 1,942
ADB ESCROW BNF
Total 324,804

16 Facilitation Fee GH¢ 20.76million

Payments
Amount Rate Company Date Received Recipient Requestor Approver

GH¢
375,380.00 6 Ghana Import and 21/02/2018Genevieve Asomani Jerry Afful ,Yvonne Kettoe Ekow
Export Bank and Kwabena Owusu
321,514.00 2 EDC Investment 10/01/2018Jerry Afful Yvonne Kettoe ,E Kyereh ,
Jerry Afful
321,514.00 2 EDC Investment 10/01/2018Jerry Afful Yvonne Kettoe ,E Kyereh , Ekow Nyarko-Dennis
Jerry Afful
311,150.00 2 EDC Investment 19/01/2018Genevieve Asomani Yvonne Kettoe ,E Kyereh ,
Jerry Afful
311,150.00 2 EDC Investment 19/01/2018Genevieve Asomani Yvonne Kettoe ,E Kyereh , Ekow Nyarko-Dennis
Jerry Afful
220,944.00 2 EDC Investment Ltd 21/02/2018Genevieve Asomani Jerry Afful,Yvonne Kettoe Ekow
and Kwabena Owusu
161,053.00 3 Ghana Civil Aviation 05/01/2018Enock Asare Vida D Marfo
161,053.00 3 Ghana Civil Aviation 05/01/2018Enock Asare Vida D Marfo Ekow Nyarko-Dennis and John
Collins Arthur
157,767.00 6 Exim Bank 23/01/2018Genevieve Asomani Yvonne Kettoe ,E Kegareh ,
Jerry Allu
157,767.00 6 Exim Bank 23/01/2018Genevieve Asomani Yvonne Kettoe ,E Kegareh , Ekow Nyarko-Dennis
Jerry Allu
150,000.00 No rate Custodial Services 12/01/2018Bernard Kojo Anumel Bernard Kojo Anumel
150,000.00 No rate Custodial Services 12/01/2018Bernard Kojo Anumel Bernard Kojo Anumel Ekow Nyarko-Dennis and John
Collins Arthur
149,263.00 6 Ghana Export Import 23/02/2018Genevieve Asomani Jerry Afful,Yvonne Kettoe Ekow
Bank and E.kyereh
143,550.00 No rate Ghana Health Service


Payments
GH¢
140,313.00 1 KNUST Investment 06/02/2018Enock Asare Rosebella Mensah -Okantey Ekow
92,791.00 4 SSNIT 11/01/2018Genevieve Asomani Genevieve Asomani,Yvonne
Kittoe and E.Kyereh
92,791.00 4 SSNIT 11/01/2018Genevieve Asomani Genevieve Asomani,Yvonne Ekow Nyarko-Dennis
Kittoe and E.Kyereh
75,083.00 0 ECG Collections 01/03/2018Rexford Kissi Adu Rexford Konadu,Mark Ekow
Nyantakyi and Kwabena
Owusu
74,332.00 1 Price Stabilization and 08/02/2018Simone Dan-Morton Rexford Konadu,Mark Ekow
Recovery Nyantakyi and Kwabena
Owusu
73,864.00 10 ESLA 19/01/2018Rm Rexford Kissi Adu Eric Odei,Rexford Kissi Adu
73,864.00 10 ESLA 19/01/2018Rm Rexford Kissi Adu Eric Odei,Rexford Kissi Adu Ekow Nyarko-Dennis
58,869.00 0 ECG 02/01/2017Rexford Kissi Adu Rexford Kissi Adu E.
Kyereh
58,869.00 0 ECG 02/01/2017Rexford Kissi Adu Rexford Kissi Adu E. Ekow Nyarko-Dennis
Kyereh
57,095.00 6 Kwapa Kokoo 02/02/2018Simone Dan-Morton Simone Dan Morton, Mark K.
Nyantakyi, Kwabena Owusu
57,095.00 6 Kwapa Kokoo 02/02/2018Simone Dan-Morton Simone Dan Morton, Mark K. Ekow Nyarko-Dennis
49,863.00 1 KNUST 03/01/2018Enock Asare Vida Marfo
49,863.00 2 Teachers Fund 04/01/2018Henry Manyo Henry Manyo and Makafui
Damalie


Payments
GH¢
49,863.00 1 SSNIT 19/01/2018Genevieve Asumaning Yvonne Kittoe and E.Kyreh
49,863.00 1 SSNIT 16/02/2018Genevieve Asumani Genevieve Asumani,Yvonne Ekow Nyarko-Dennis
Kittoe and Kwabena Owusu
49,863.00 1 KNUST 03/01/2018Enock Asare Vida Marfo Ekow Nyarko-Dennis
49,863.00 2 Teachers Fund 04/01/2018Henry Manyo Henry Manyo and Makafui Rosbella Mensah-Odartey and Ekow
Damalie Nyarko-Dennis
49,863.00 1 SSNIT 19/01/2018Genevieve Asumaning Yvonne Kittoe and E.Kyreh Ekow Nyarko-Dennis
49,860.00 2 Ghana National 01/02/2018Rexford Kissi Adu Rexford Kissi Adu
M Nyantakyi ,Kwabena
Owusu
49,860.00 2 Ghana National Gas 01/02/2018Rexford Kissi Adu Rexford Kissi Adu,M Ekow Nyarko-Dennis
company Nyantakyi ,Kwabena Owusu
49,197.00 2 Accra Polytechnic 10/01/2018Addai Dora jerry Afful, Yvonne
Kittoe,E.Kyereh
49,197.00 2 Accra Polytechnic 10/01/2018Addai Dora jerry Afful, Yvonne Ekow Nyarko-Dennis
Kittoe,E.Kyereh
48,630.00 3 Bost 03/01/2018Simone Dan-Morton Rexford Kissi Adu
M Nyantakyi ,Kwabena
Owusu
48,630.00 3 Bost 03/01/2018Simone Dan-Morton Rexford Kissi Adu ,M Ekow Nyarko-Dennis
Nyantakyi ,Kwabena Owusu
45,547.00 2 David Oyedepo 26/01/2018Jerry Afful Jerry Afful, Yvonne
Kittoe,E.Kyereh
45,547.00 2 David Oyedepo 26/01/2018Jerry Afful Jerry Afful, Yvonne Ekow Nyarko-Dennis
Kittoe,E.Kyereh
41,210.00 3 COCOBOD 28/02/2018Mark Nyantakyi Simone Dan-Morton, Mark K. Ekow Nyarko-Dennis
35,392.00 2 COCOBOD 16/02/2018Rexford Kissi Adu Simone Dan-Morton, Mark K. Ekow Nyarko-Dennis


Payments
GH¢
32,108.00 4 PBC 02/02/2018Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark
K.Nyantakyi
32,108.00 4 PBC Limited 02/02/2018Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark Ekow Nyarko-Dennis
K.Nyantakyi
31,264.00 3 Merban Investment 08/02/2018Genevieve Asumai Jerry Afful,Yvonne Kittoe,Kwabena Owusu Ekow Nyarko-Dennis
30,000.00 1 Progress Savings and 08/02/2018Genevieve Asumani Jerry Afful,Yvonne Kittoe,Kwabena Owusu Ekow Nyarko-Dennis
Loans
28,378.00 6 Kuapa Kokoo 03/01/2018Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,
Kwabena Owusu
28,378.00 6 Kuapa Kokoo 03/01/2018Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
28,080.00 2 Accra Polytechnic 08/02/2018Genevieve Asumani Jerry Afful,Yvonne Kittoe,Kwabena Owusu Ekow Nyarko-Dennis
27,963.00 6 Cocoa March 02/02/2018Simone Dan-Morton Simone Dan Morton, Mark K. Nyantakyi,
Kwabena Owusu
27,963.00 6 Cocoa Merchants 02/02/2018Simone Dan-Morton Simone Dan Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
26,053.00 4 Federated 03/01/2018Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,
Commodities Kwabena Owusu
26,053.00 4 Federated 03/01/2018Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Commodities Kwabena Owusu
24,931.00 1 SSNIT 23/02/2018Genevieve Asumani Genevieve Asumani,Yvonne Kittoe and Ekow Nyarko-Dennis
Kwabena Owusu
24,931.00 3 Merban Investment 09/03/2018Genevieve Asumani Jerry Afful, Yvonne Kittoe,Kwabena Ow Ekow Nyarko-Dennis
24,664.00 2 Accra Polytechnic 16/02/2018Genevieve Asumani Genevieve Asumani,Yvonne Kittoe and Ekow Nyarko-Dennis
Kwabena Owusu
22,454.00 4 BOST 08/02/2018Simone Dan-Morton Rexford Kissi Adu,Mark Nyantakyi and Ekow Nyarko-Dennis
Kwabena Owusu


Payments
Amount Rate Company Date Received Requestor Approver
GH¢
20,957.00 6 Cocoa Merchants 03/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,
Kwabena Owusu
20,957.00 6 Cocoa Merchants 03/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
20,443.00 1 Methodist University 19/01/2018 Evans Yaw Evans Yaw Amponsah
Amponsah
20,443.00 1 Methodist University 19/01/2018 Evans Yaw Evans Yaw Amponsah John Collins Arthur and Ekow
Amponsah Nyarko Dennis
18,698.00 3 Merban Investment 14/03/2018 Genevieve Asumani Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
18,653.00 4 PBC 05/03/2018 Eric Odei Sesi Nyarko,Mark Nyantakyi and Kwabena Ekow Nyarko-Dennis
Owusu
18,245.00 3 Cocobod 26/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,
Kwabena Owusu
18,245.00 3 Cocobod 26/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
16,786.00 1 Broll Ghana 23/01/2018 No Recepient Vida Marfo John Collins Arthur and Ekow
Nyarko Dennis
16,000.00 No rate SSNIT 08/02/2018 Genevieve Asumani Genevieve Asomani,Yvonne Kittoe and Ekow Nyarko-Dennis
Kwabena Owusu
15,956.00 4 Ridge Hospital 16/03/2018 Simone Dan-Morton Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
15,000.00 No rate Newmont Ghana 15/03/2018 Frederick K Doh Frederick Kwasi Doh John Collins Arthur and Ekow
(Business Nyarko-Dennis
Relationship)
14,958.00 3 20/03/2018 Simdone Dan- Simone Dan-Morton, Mark K. Nyantakyi,
Morton Kwabena Owusu
14,958.00 1 Eagle Petroleum(FD) 28/02/2018 Mark Nyantakyi Christopher Nettey,Kwabena Owusu and Ekow Nyarko-Dennis
Rexford Kissi-Adu


Payments
GH¢
14,473.00 5 GIMPA 09/03/2018 Genevieve Asumani Genevieve Asomani,Yvonne Kittoe and

Kwabena Ocran
13,606.00 2 University of Ghana 15/01/2018 Addai Dora Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
13,606.00 2 University of Ghana 17/01/2018 Jerry Afful Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
13,606.00 2 University of Ghana 15/01/2018 Addai Dora Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
13,606.00 2 University of Ghana 17/01/2018 Jerry Afful Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
13,518.00 4 Kuapa Kokoo 05/03/2018 Eric Odei Sesi Nyarko,Mark Nyantakyi and Kwabena Ekow Nyarko-Dennis
Owusu
13,306.00 Forestry Commission 08/01/2018 Roland Adom Roland Adom Rosbella Mensah-Odartey
12,465.00 2 UMB Capital 17/01/2018 Jerry Afful Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
12,465.00 2 UMB Capital 17/01/2018 Jerry Afful Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
12,427.00 2 Cocoa Research 26/01/2018 Addai Dora Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Institute Ghana Kwabena Owusu
12,427.00 2 Cocoa Research 26/01/2018 Addai Dora Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
12,241.00 4 TRANSROYAL 02/02/2018 Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark
K.Nyantakyi
12,241.00 4 TRANSROYAL (GH) 02/02/2018 Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark Ekow Nyarko-Dennis
Ltd K.Nyantakyi
11,954.00 2 Cocoa Research 27/02/2018 Bless Buka Simone Dan-Morton Rexford Kissi-Adu, Ekow Nyarko-Dennis
11,343.00 1 Mainstream 16/03/2018 Amos Dei Amos Dei Makafui Kwesi Damalie
Reinsurance Company


Payments
GH¢
11,078.00 1 KNUST Investment 23/02/2018 Enock Asare John Collins Arthur John Collins Arthur and Ekow
Nyarko-Dennis
11,073.00 4 KUMANKO 03/02/2018 Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark
K.Nyantakyi
11,073.00 4 KUMANKO 03/02/2018 Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark Ekow Nyarko-Dennis
K.Nyantakyi
11,046.00 4 SEED PROD 02/02/2018 Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark
K.Nyantakyi
11,046.00 4 SEED PROD. Unit 02/02/2018 Simone Dan -Morton Simone Dan-Morton ,Kwabena Owusu, Mark Ekow Nyarko-Dennis
K.Nyantakyi
10,500.00 No rate STC Collections 12/02/2018 Genevieve Asumani Genevieve Asomani,Yvonne Kittoe,Kwabena Ekow Nyarko-Dennis
Owusu
9,972.00 2 UMB Capital 11/01/2018 Genevieve Asumani Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
9,972.00 2 COCOBOD 16/02/2018 Rexford Kissi Adu Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
9,972.00 2 UMB Capital 11/01/2018 Genevieve Asumani Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
9,862.00 1 Newmont Liberty 08/02/2018 Bernard Kojo Bernard Kojo Anumel Ekow
Asset Management Anumel
9,574.00 4 PBC Limited 03/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
9,574.00 4 PBC Limited 03/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
9,276.00 4 Seed Production 05/03/2018 Eric Odei Sesi Nyarko,Mark Nyantakyi, Kwabena Ekow Nyarko-Dennis
Owusu
8,971.00 4 Transroyal 04/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,
Kwabena Owusu
8,971.00 4 Transroyal 04/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu


Payments
GH¢
8,450.00 25 Newmont Pension 20/03/2018 Frederick K Doh Frederick Kwasi Doh John Collins Arthur and Ekow
Scheme Nyarko-Dennis
8,397.00 1 KNUST 19/01/2018 Enock Asare Vida D.Marfo John Collins Arthur
8,397.00 1
KNUSTMain 19/01/2018 Enock Asare Vida D.Marfo John Collins Arthur
Investment Account
and College of
Science Investment
8,221.00 No rate Newmont Ghana 23/02/2018 Bernard Kojo Frederick Kwasi Doh John Collins Arthur and Ekow
Pension Scheme Anumel Nyarko-Dennis
8,130.00 2 HFC Investment 03/01/2018 Kpormorne Kwame Kpormorne Kwame Sepenu John Collins Arthur
Sepenu
8,130.00 2 HFC Investment 03/01/2018 Kpormorne Kwame Kpormorne Kwame Sepenu John Collins Arthur
Sepenu
8,084.00 Newman Pension 17/01/2018 Bernard Kojo Bernard Kojo Anumel Ekow Nyarko-Dennis
Funds Anumel
8,084.00 0 Newman Pension 17/01/2018 Bernard Kojo Bernard Kojo Anumel Ekow Nyarko-Dennis
Funds Anumel
7,864.00 No rate None 03/01/2017 No Recepient Balchisu Karim John Collins Arthur and Ekow
Nyarko-Dennis
7,864.00 No rate Ghana Health Service 03/01/2017 No Recepient Balchisu Karim John Collins Arthur and Ekow
Nyarko-Dennis
7,598.00 1 KNUST (Term 13/03/2018 Enock Asare Stella Addo-Quaye John Collins Arthur and Ekow
Deposit) Nyarko-Dennis
7,539.00 1 Forestry Commission 24/01/2018 Roland Adom Roland Adom Rosbella Mensah-Odartey
7,252.00 1 KNUST 25/01/2018 Enock Asare Vida Marfo
7,252.00 1 KNUST 25/01/2018 Enock Asare Vida Marfo John Collins Arthur


Payments

GH¢
7,041.00 4 Transroyal Ghana Ltd 05/03/2018 Eric Odei Sesi Nyarko,Mark Nyantakyi, Kwabena OwusuEkow Nyarko-Dennis
6,435.00 4 Kumankoma 04/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,

Kwabena Owusu
6,435.00 4 Kumankoma 04/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
5,787.00 1 Ghana Free Zones 26/01/2018 Jerry Afful and Jerry Afful, Yvonne Kittoe,E.Kyereh
Board E.Kyereh
5,787.00 1 Ghana Free Zones 26/01/2018 Jerry Afful and Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
Board E.Kyereh
5,746.00 1 Cocobod No Date Enock Asare Vida Marfo
5,746.00 1 Cocobod No Date Enock Asare Vida Marfo John Collins Arthur and Ekow
Nyarko-Dennis
4,500.00 Nimed Capital 14/03/2018 Richmond Arthur Richmond Arthur John Collins Arthur
4,043.00 5 GIMPA Account 07/02/2018 Yvonne Kittoe Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
3,739.00 2 Merban Investment 16/02/2018 Genevieve Asumani Jerry Afful, Yvonne Kittoe,E.Kyereh Ekow Nyarko-Dennis
3,166.00 1 Public Health 11/01/2018 Nicholas Nartey Nicolas Nartey and Victoroa Amagblah Rosbella Mensah-Odartey
2,689.00 1 Cocobod 29/12/2017 Enock Asare Vida D. Marfo Rosbella Mensah-Odartey and
Ekow Nyarko-Dennis
2,601.00 1 KNUST 10/01/2018 Enock Asare Vida D. Marfo John Collins Arthur
2,601.00 1 KNUST 10/01/2018 Enock Asare Vida D. Marfo John Collins Arthur
2,520.00 1 Nimed Captal 19/01/2018 Richmond Arthur Richmond Arthur John Collins Arthur


Payments
GH¢
2,520.00 1 Nimed Captal 19/01/2018 Richmond Arthur Richmond Arthur John Collins Arthur
2,500.00 1 Liberty Asset 23/02/2017 Bernard Kojo Bernard Kojo Anumel John Collins Arthur
Management(FD) Anumel
2,381.00 4 Cocoa Merchants 05/03/2018 Eric Odei Sesi Nyarko,Mark Nyantakyi, Kwabena Ekow Nyarko-Dennis
Owusu
2,168.00 2 PBC Limited 29/12/2017 Christopher Balimto Vida D. Marfo Rosbella Mensah-Odartey and
Ekow Nyarko-Dennis
2,121.00 5 Gimpa No Date No Recepient Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
2,121.00 5 Gimpa No Date No Recepient Genevieve Asomani,Yvonne Kittoe and E. Ekow Nyarko-Dennis
Kyereh
2,085.00 4 Royal Commodities 04/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi,
Kwabena Owusu
2,085.00 4 Royal Commodities 04/01/2018 Simone Dan-Morton Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
1,950.00 4 Royal Comm 02/02/2018 Simone Dan-Morton Simone Dan Morton, Mark K. Nyantakyi,
Kwabena Owusu
1,950.00 4 Royal Commodities 02/02/2018 Simone Dan-Morton Simone Dan Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
1,909.00 1 Forestry Commission 09/03/2017 Roland Adom Roland Adom and James Quaye John Collins Arthur and Ekow
Investment Nyarko-Dennis
1,894.00 1 Cocoa Clinic 28/02/2018 Mark Nyantakyi Simone Dan-Morton, Mark K. Nyantakyi, Ekow Nyarko-Dennis
Kwabena Owusu
1,864.00 1 Cocobod 08/11/2018 Enock Asare Vida D. Marfo John Collins Arthur
1,864.00 1 Cocobod 08/11/2018 Enock Asare Vida D. Marfo John Collins Arthur
1,721.00 4 Kumankoma Ltd 05/03/2018 Eric Odei Sesi Nyarko,Mark Nyantakyi, Kwabena Ekow Nyarko-Dennis
Owusu

17 Fixed Deposits • uniBank has over 5000 fixed deposit customers classified as Business Banking, Commodities,
recorded using Construction, Energy Banking, Institutional, Telecom and Projects, Retail, SMEs and Esteem Banking GH¢68,000,000/ top 100 fixed
Data Capture Fixed Deposits. uniBank’s fixed deposits span a tenure of a minimum of one (1) month to a maximum deposit customers
module of one (1) year. Customers are offered the option of either rolling over their principal plus interest or
just the principal when their investment reaches maturity.
• A review of the top 100 Fixed Deposit Customers which represents 78% of the entire population of
GH¢2,412,633,171 as at 20th March 2018 showed that the source of funds for a total of
GH¢61,000,000 and GH¢7,000,000, representing current fixed deposits from The Construction Bank
Ghana Limited and Progress Savings and Loans respectively, were recorded using the data capture
(DC) module. There was no evidence of cash inflows for these transactions.
See pages 113 – 128 for further details on how DC transactions were used in creating unusual and
suspicious transactions in uniBank.
18 Key
management Name Position in uniBank Related entity board member/Position
staff of uniBank KWABENA DUFFUOR II CEO UNISECURITIES- BOARD CHAIRMAN
on boards and UNIPRECISION- BOARD CHAIRMAN
positions of HODA HOLDINGS LTD
related parties HODA PROPERTIES LTD
UNICREDIT SL LTD
POAK RESOURCES
STAR GOLDFIELDS
UB FINANCIAL SERVICES (REGISTERED IN UK)
ALBAN LOGISTICS-SHAREHOLDER
BENJAMIN OFORI Executive Head, Credit Risk Management UNICREDIT SL LTD
CLIFFORD METTLE Executive Director (Mktg., Digital & Fin. Serv.) EIB -NETWORK
MICHAEL ANOKYE Head, Legal Department UNISECURITIES
JOHN COLLINS ARTHUR Executive Head, Treasury and Global Trade UNISECURITIES
SYLVIA ARCHER Company Secretary COMPANY SECRETARY OF UNISECURITIES
MICHAEL ANSON Head of Corporate Real Estate. HEAD OF PROPERTIES, HODA HOLDINGS
KWADWO OPOKU OKOH Financial Control Manager HEAD OF FINANCE, HODA HOLDINGS

No. Issue Findings
19 Sale and lease Deed assignment for the following properties dated 22 May 2015.
back
arrangements Cost Acc Dep NBV Proceeds
Type Location Detail
at book values GH¢ GH¢ GH¢ GH¢
of properties
Freehold ACCRA House No. C563/4 or No. 2 Royalt Castle Road,Kokomlemle 7,471,576.00 274,402.66 7,197,173.34 7,197,173.34
Leasehold TEMA Commerical Plot No. TC/MKT/A/126,Tema 7,150,044.00 260,042.55 6,890,001.45 6,890,001.45
Leasehold TECHIMAN Plot No. 268 Block B Sector 4S, Techiman 3,668,987.00 152,874.46 3,516,112.54 3,516,112.54
Leasehold TAMALE Plot No. 415A, Ward 'E' Extension, Hospital Road, Tamale 4,371,882.00 173,881.87 4,198,000.13 4,198,000.33
22,662,489.00 861,201.54 21,801,287.46 21,801,287.66
Appendix
2. Unusual and Suspicious Transactions
- 2.2 Review of Data Capture Transactions
Review of data capture transactions

Background Nature of Transactions
An initial review of customer accounts (especially of known related entities) and CASA withdrawals to “Other Assets”
internal accounts, revealed certain deposits and/or withdrawals which did not appear to
The AA module is typically used to record the initial entries for a loan, i.e. the
have a bona fide commercial basis. These transactions were done in the Data Capture
customer’s loan account is debited and the customer’s CASA account is credited.
(DC) module of the Bank’s T24 core banking application. This led to further analysis of
When the customer draws down the loan (transfer or cash withdrawal), the
DC transactions recorded from 1 July 2016 to 20 March 2018.
customer’s CASA will be debited using either the TT or FT module and the
Overview of Data Capture Module corresponding credit entry will go to either a cash GL (cash withdrawal) or another
CASA (for transfers).
T24 is configured to use several modules for recording transactions, including Funds
Transfer (FT), Arrangement Architecture (AA), Teller Transaction (TT) and Data Capture The DC module, however, in some cases is used to transfer the disbursed amount to
(DC). The DC module allows banking personnel to pass debit and credit transactions to “Deferred Expenditure Interest” (account number GH¢1265000210001). In the
all customer accounts, internal accounts and profit and loss accounts maintained management accounts this account is described as “Advances to Shareholders” and
within T24. It is typically used to make ad hoc entries for which a transaction classified as “Other Assets”. It is unclear whether the loans recorded in this manner
processing system is not needed or for which an automated system is not yet are valid and the subsequent transfers are actual loan draw downs.
available.
Of the top 50 accounts analysed, 3 loans were “drawn down” in this manner. Total
Unlike in other modules in T24 where a single transaction may create multiple draw down for these loans was GH¢91.89 million out of GH¢92.39 million disbursed.
accounting entries, DC creates each accounting entry as a single transaction. A
Also, debits from customer accounts totaling GH¢257.12 million had corresponding
combination of DC transactions posted at the same session is referred to as a batch. A
credits recorded in the Deferred Expenditure Interest account. The commercial basis
typical batch could consist of single/multiple debits with corresponding single/multiple
for these entries is unclear.
credits to varying accounts. Hence DC is one of the most flexible of the T24 modules
for recording transactions and this discretionary nature allowed it to be used for Deposit Creation
recording transactions for which the commercial basis is unclear.
Ordinarily, a customer deposit should be cash-backed and will result in a debit to
Approach either a CASA account or the cash GL and a corresponding credit to the CASA
account. However, in some cases “customer deposits” were recorded by debiting
The following activities were performed:
the Deferred Expenditure Interest Account and crediting the CASA account. Hence it
• Obtained all DC transactions recorded from 1 July 2016 to 20 March 2018 is not clear whether there was actual cash involved in these transactions.
• Identified accounts (internal and customer) in which these transactions were
These “customer deposits” were subsequently used for the following:
recorded
• Summarised the transactions by account and ranked the accounts based on the I. Repayment of loans and advances totaling GH¢473.19 million
absolute net value of entries II. Transfers to other entities totaling GH¢152.37 million
• Selected the top 50 such accounts and analysed the DC transactions therein to
understand their nature and commercial basis (if possible). III. Purchases of fixed deposits in the bank totaling GH¢89 million.
Additional Work Required

Further work will be needed to establish the commercial basis of the noted
transactions for which conclusions have not been reached. A comprehensive forensic
review of these transactions may be required to establish a legal basis for recovering
funds found to be fraudulently disbursed.
Statistics of data capture transactions

Composition Value over time
The DC transactions in the top 50 accounts went to four categories of accounts: The value of DC transactions in the top 50 DC accounts over the period of our
related party, related party internal, institutional and internal accounts. The review are as shown in the diagram below:
relative sizes of these categories are shown in the diagram below:
Value Over Time of DC Transactions
Categories of Accounts with DC Transactions
GH¢’m
3,500 Debit Credit

20%
3,000
Related Party
5% 2,500
Related Party
53% Internal
Institutional 2,000
22% Internal 1,500
1,000
500
Internal accounts were used the most in DC transactions, representing 53% of the
top 50. Deferred Expenditure Interest Account had the highest value of DC -
transactions of all the internal accounts. Institutions and related accounts both
represented 22% and 20% respectively.
Category Definitions
Related Parties: Accounts held in the names of entities related to the Bank, as per Mar 2017 recorded the most DC transactions in terms of value. This can be
IAS 24 “related party”. attributed to transactions recorded in NUMA Logistics and Deferred Expenditure
Related Party Internal Account: Internal accounts (receivable/payable accounts) Interest Accounts.
created for recording transactions with related entities. July 2016 and December 2017 had the second highest DC transactions in terms of
Institutional: The operational or other accounts of other institutions held with the value. For July 2016, the DC module was used to record “Take On” Balances from
Bank T24 migration. December 2017 DCs can be attributed to transactions recorded in FT
Internal: Accounts internal to the operations of the Banks used to record Take On, Freehold Land and Building and Deferred Expenditure Interest Accounts.
transactions.
Accounts with unusual data capture transactions

The table below shows the nature of unusual transactions as noted in the top 50 accounts with DC transactions. Accounts in which, for the time being, did not reveal any
unusual transactions have been excluded.
No Account Type of Account Net Amount Dr/(Cr) No of DC Transactions Nature of Transactions
1 DEFERRED EXPENDITURE-INTEREST Internal Account 1,829,932,195.71 311
2 NUMA LOGISTICS LTD Institution (415,512,666.02) 17
3 HODA HOLDINGS LIMITED Related Party (168,841,240.95) 84
4 GOIL GHANA LIMITED/BELSTAR CAPITAL Institution 167,118,786.57 1

Related Party Internal
5 EIB NETWORK (109,497,906.31) 13
Account
6 POAK RESOURCES LIMITED Institution (109,039,142.12) 2
7 CASSEL ENERGY LIMITED Institution (100,519,801.16) 15
8 UNISECURITIES GH LTD-CALL A-CGH¢ Related Party 89,693,891.97 20
9 YAW ADDO DEVELOPMEENTS LIMITED Institution (87,000,000.00) 13
10 MARIPOMA ENTERPISE LIMITED Institution (74,000,000.00) 2
11 UNIPRECISION PROJECT ACCOUNT Related Party (63,316,036.80) 10
12 INTEGRATED PROPERTIES LTD Related Party (42,419,947.55) 24
13 PRIME PROPERTIES LIMITED Institution (38,782,842.73) 15
14 EIB NETWORK -OPERATIONAL Related Party (37,324,662.71) 1
15 BOLTON PORTFOLIO LIMITED Institution (35,921,309.11) 18
16 LHS GHANA LIMITED Related Party (35,256,987.08) 1
Loan Draw Down Repayment of Advances Transfers to other Purchases of fixed deposits Other withdrawals from CASA to
entities Other Assets
Accounts with unusual data capture transactions

No Account Type of Account Net Amount Dr/(Cr) No of DC Transactions Nature of Transactions
17 IPL PROJECT ACCOUNT Related Party (28,955,693.63) 8
18 AVENUE INVESTMENTS LIMITED Institution (28,734,209.50) 10
19 MAX ESTATE LIMITED Institution (25,896,857.00) 21
20 IPL PROJECT ACCOUNT 2-CEDIS Related Party (25,689,426.29) 4
21 PROMPT SUPPLIES SOLUTION GH. LTD Institution 25,530,604.68 5
22 GR CONSTRUCTION AND SERVICES LTD Institution 25,215,493.72 6
23 PREMIER PORTFOLIO LTD Institution (24,632,791.84) 2
24 MID WEST DELIVERY SERVICES LIMITED Institution 24,536,986.00 8
Loan Draw Down Repayment of Advances Transfers to other Purchases of fixed deposits Other withdrawals from CASA to
entities Other Assets
DC – CASA withdrawals to other assets

Loan Draw Down
To illustrate the typical process of using DC transactions for loan draw downs, On 14 December 2016, 2 weeks after the loans were recorded, 3 transactions
Prompt Supplies Solution GH has been selected as a test case. totaling GH¢32,049,605 were debited to Prompt’s CASA account and transferred to
Deferred Expenditure Interest account using the DC module. As at 20 March 2018,
An account was opened in the name of Prompt Supplies Solution on 25 November the outstanding balance on the loans were GH¢16,489,285 and 10,214,285.
2016. On 30 November 2016, 2 loans totaling GH¢32,237,500 were recorded using
the AA module. The 2 loan accounts were debited and Prompt’s CASA account was The entries passed are illustrated below.
credited. No loan file, however, has been sighted to support the request and
approval of the loan facility.
The entries passed are illustrated below.
Prompt Loan Account Credit Debit Prompt CASA Account Credit

Debit
Date Details Amount Date Details Amount Date Details Amount Date Details Amount
30-Nov- Prompt 19,237,500 14-Dec- Deferred Expenditure 5,450,000

2016 CASA 2016 Interest
30-Nov- Prompt 13,000,000 14-Dec- Deferred Expenditure 22,000,000

2016 CASA 2016 Interest
14-Dec- Deferred Expenditure 4,599,605

2016 Interest
Debit Prompt CASA Account Credit Debit Deferred Expenditure Interest Credit
Date Details Amount Date Details Amount Date Details Amount Date Details Amount
30-Nov- Prompt 19,237,500 14-Dec- Prompt 32,049,605

2016 CASA 2016 CASA
30-Nov- Prompt 13,000,000

2016 CASA

Loan Draw Down (cont’d)
The table below provides details of loans created and subsequently drawn down to the deferred expenditure account using the DC module.
Transfer To
Customer Disbursed Loan Balances As
Loan Account Currency Deferred Comment Funding Account
Name Amount At 31/05/2018
Expenditure
0001000024202 GH¢
11,500,000 11,681,344.52
NUMA
28,879,319 Deferred Expenditure Interest
Logistics
0001000024208 GH¢
17,500,000 24,626,575.27
0001000024222 GH¢
19,237,500 26,770,212.47
PROMPT
32,049,605 Deferred Expenditure Interest
Supplies
GH¢
0001000024223 13,000,000 13,147,833.65
0001000024225 GH¢
8,150,000 12,724,717.81
GR Construction
and Services 0001000024227 GH¢ 30,968,494 Deferred Expenditure Interest
10,350,000 9,781,685.75
Limited
0001000024236 GH¢
12,650,000 17,830,762.21
TOTAL GH¢ 92,387,500

Other withdrawals
A review of uniSecurities and GOIL/BELSTAR accounts, revealed that an amount of GH¢257,118,786.57 was debited to the customer’s account and the deferred expenditure
interest account was credited. Refer to the table below for more details:
Book Date Reference Descript Value Date Debit Credit Authoriser Corresponding Entry
Payment-
16-Mar-18 DC180752000029001\BNK 16-Mar-18 90,000,000.00 EBENSON CR. Deferred Expenditure Interest
uniSecurities
Payment-
24-Aug-16 DC162372000002001\BNK 24-Aug-16 167,118,786.57 LAWERTEH CR. Deferred Expenditure Interest
GOIL/BELSTAR
The authorisers of above debit transaction reports that they were done on the instruction of the Chief Operating Officer. Commercial reasons for these transactions are yet to be
established.
DC – deposit creation
Repayment of advances
To illustrate the typical process of repayment of advances from deposits created The CASA account was subsequently debited and the loan account was credited as loan
with DC transactions Prompt Supplies Solution GH has again been selected as a repayment.
test case.
The entries passed are illustrated below – Loan repayment.
In the months of August and November 2017, Prompt Supplies’ CASA account was
credited with 2 deposits of GH¢2,770,000 and GH¢4,442,000 with the
corresponding debit recorded in the Deferred Expenditure Interest Account.
The entries passed are illustrated below – Deposit creation.

Debit Prompt CASA Account Credit
Debit Deferred Expenditure Interest Credit
Date Details Amount Date Details Amount
31-Aug- Loan 4,442,000 31-Aug- Deferred 4,442,000
31-Aug- Prompt 4,442,000 2017 Account 2017 Expenditure
2107 CASA Interest
Account
29-Nov- Loan 2,072,381 29-Nov- Deferred 2,077,000
29-Nov- Prompt 2,077,000 2017 Account 2017 Expenditure
2017 CASA Interest
Account
Debit Prompt CASA Account Credit

Debit Prompt Loan Account Credit
31-Aug- Deferred 4,442,000 Date Details Amount Date Details Amount
2017 Expenditure
Interest 30-Nov- Prompt 19,237,500 31-Aug- Prompt 4,442,000
2016 CASA 2017 CASA
29-Nov- Deferred 2,077,000
2017 Expenditure 30-Nov- Prompt 13,000,000 29-Nov- Prompt 2,072,381
Interest 2016 CASA 2017 CASA
Refer to Page 122 to 124 for other advances repayments made from deposits
created with DC transactions.
Repayment of advances (cont’d)
The table below provides examples of data capture entries used for loan repayments:
Deposits
Disbursed Loan Balances As
Customer Name Loan Account Currency Created To Fund Comment Funding Account
Amount At 31/05/2018
Repayments
16,840,489.72
0001000006250 GH¢ 19,980,000
0001000006244 GH¢ 6,660,000 Deferred Expenditure

Max Estate Limited 25,896,857
5,620,725.77 Interest & FT Take-on
0001000006247 GH¢ 7,400,000 -
No loan files were sighted for Deferred Expenditure

LHS Ghana Limited 0001000025960 US$ 4,068,209 4,287,000
these facilities Interest
Deferred Expenditure
Cassel Energy No loan files were sighted for
0001000001999 GH¢ 18,500,000 24,908,322 Interest , FT Take-on &
Limited these facilities
LEAD Business Enterprise
0001000024202 GH¢ 11,500,000

11,681,344.52
No loan files were sighted for Deferred Expenditure
NUMA Logistics 5,805,000
these facilities Interest , FT Take-on
24,626,575.27
0001000024208 GH¢ 17,500,000
24,626,575.27
0001000024222 GH¢ 19,237,500 No loan files were sighted for Deferred Expenditure
PROMPT Supplies 6,519,000
these facilities Interest & FT Take-on
13,147,833.65
0001000024223 GH¢ 13,000,000
DC – deposit creation cont’d

Loan Balances
Disbursed Deposits Created To
Customer Name Loan Account Currency As At Comment Funding Account
Amount Fund Repayments
31/05/2018
0001000002559 GH¢
Avenue Investments 8,000,000 Deferred Expenditure
9,895,399
Limited Interest
GH¢
0001000002557 7,000,000
0001000024225 GH¢ 12,724,717.81
8,150,000
GR Construction and No loan files were sighted for Deferred Expenditure
0001000024227 GH¢ 9,781,685.75 5,753,000
Services Limited 10,350,000 these facilities Interest & FT Take-on
0001000024236 GH¢ 17,830,762.21
12,650,000
Prime Properties No loan files were sighted for Deferred Expenditure
0001000003475 GH¢ 38,782,843
Limited 29,600,000 these facilities Interest & FT Take-on
Deferred Expenditure
0001000004566 GH¢ Interest, FT Take-on &
19,425,000
Bolton Portfolio Takeover Internal
Account
40,089,980
0001000004430 GH¢
2,717,027 105,852.36
Mauritius This is a loan taken by the
0019000007601 US$ 46,306,561
Commercial Bank Bank and not a customer loan
TOTAL 208,243,962
DC – deposit creation cont’d

The table below provides examples of data capture entries used for overdraft repayments:
Deposits Created To Fund

Customer Name Currency Overdraft Balance Repayments Funding Account
GH¢ 28,070,086
Maripoma Enterprise Limited GH¢ 29,805,045 74,000,000 Deferred Expenditure Interest
GH¢ 12,965,712
LHS Ghana Limited US$ 3,108,525 3,108,525 Deferred Expenditure Interest
GH¢ 19,237,500
PROMPT Supplies 32,049,605 Deferred Expenditure Interest
GH¢ 13,000,000
GH¢ 8,150,000
GR Construction and Services Limited GH¢ 10,350,000 30,968,494 Deferred Expenditure Interest
GH¢ 12,650,000
Cassel Energy Limited GH¢ 123,555 123,555.19 Deferred Expenditure Interest
POAK Resources GH¢ 100,069,572 FT Take-on

TOTAL 240,319,751
Transfers to other entities
Deposits totaling GH¢152,371,463 were created by debiting the Deferred Expenditure Interest Account and crediting the CASA accounts. Subsequently, the deposits created were
transferred to other entities by debiting the CASA accounts and crediting the other entities. The commercial basis for the creation of these deposits is unclear. Refer to the table
below for more details:
Account Account Corresponding

Book Date Reference Value Date Debit Credit Inputter Authoriser Beneficiary
Name Number Entry
24-Nov-16 Bolton DC163292000 24-Nov-16 2,395,760 Dr. Deferred EBENSON LAWERTEH Alban Logistics
Portfolio 012002\BNK Expenditure Interest
13-Dec-16 Integrated 0021301005604 DC163482000 13-Dec-16 552,300 Dr. Deferred EBENSON LSACKEY I. KobbyNak Ventures
Properties 035002\BNK Expenditure Interest II. Michael Nyarko
13-Dec-16 Integrated 0021301005606 DC163482000 13-Dec-16 8,800,000 Dr - Deferred EBENSON LSACKEY I. KOBBYNAK Ventures
Properties 035005\BNK Expenditure Interest II. ALBAN Logistics
III.AFARITA Limited
IV. Kwaku Apau Co. Ltd.
V. PEKAY Interior
&Logistics
VI. IPL (Cash withdrawal)
10-Apr-17 Integrated 0021301005601 DC171002000 10-Apr-17 900,000 Dr - Deferred EBENSON LSACKEY
Properties 039003\BNK Expenditure Interest
Transfers to other entities (cont’d)
Account Credit Corresponding

Book Date Account Name Reference Value Date Debit Inputter Authoriser Beneficiary
Number Entry
DC16253200 3,326,400 Dr. Deferred BRICK Wall
09-Sep-16 09-Sep-16 EBENSON LAWERTEH
0008002\BNK Expenditure Interest Engineering
DC16327200 3,913,316 Dr. Deferred
22-Nov-16 INTEGRATED 22-Nov-16 EBENSON LAWERTEH GEOXPERT Limited
PROPERTIES 0010002\BNK Expenditure Interest
PROJECT 2 CEDI DC16348200 8,800,000 Dr. Deferred IPL (cash
13-Dec-16 ACCOUNT 13-Dec-16 EBENSON LSACKEY
0035004\BNK Expenditure Interest withdrawal)
DC17363200 9,649,710 DR - FT Take-on Akplomey Electrical
29-Dec-17 29-Dec-17 FGLOVER DABOATENG
0107010/BNK Works
DC16287200 8,900,000 EBENSON L_AWERTEH
0002006\BNK
DC16287200 5,433,976 DR - EIB Network
13/10/2016 HODA HOLDINGS 0021400528962 13-Nov-16 EBENSON L_AWERTEH BAHAMUS
0002007\BNK GH¢1210000020001
DC16287200 9,700,000 EBENSON L_AWERTEH
0002005\BNK
DC18003200 13,600,000 FGLOVER DA_BOATENG
0028005\BNK
DC18003200 19,400,000
Dr. Deferred FGLOVER DA_BOATENG
0028002\BNK Star Assurance Co
03/01/2018 HODA HOLDINGS 0021400528961 03-Jan-18 Expenditure Interest
DC18003200 30,700,000 (90,000,000) Ltd
FGLOVER DA_BOATENG
0028004\BNK
DC18003200 26,300,000 FGLOVER DA_BOATENG
0028003\BNK
152,371,463
The authorisers of above transactions report that they were done on the instructions of the Chief Executive Officer and the Chief Operating Officer. . Commercial reasons for these
transactions are yet to be established.
Purchase of Fixed Deposits
To illustrate the typical process of fixed deposit placement from customer deposits created with DC transactions, Yaw Addo Development Ltd and The Construction Bank
have been selected as test cases.
A review of Yaw Addo Development Ltd.'s account, revealed that between the period of October 2016 to March 2017, deposits totaling GH¢87 million were credited to Yaw
Addo Development Account. There was no evidence of cash backing for these transactions.
On 1 Nov 2016, Yaw Addo Development Ltd. placed GH¢70 million in fixed deposits with the bank for a period of 6 months. On maturity of this term deposit, a request was
placed to roll over. On October 20, 2017, an amount of GH¢61 million was transferred to The Construction Bank account. The balance on Yaw Addo Development Account as
at 20 March 2018 was an overdraft of GH¢8,289,360.56. Refer to the table below:
Book Date Ref Description Value Date Amount Inputter Authoriser Corresponding Entry
13-Oct-16 DC162872000001002\BNK Payment 13-Oct-16 1,350,000 EBENSON LAWERTEH Deferred Expenditure Interest Account
12-Dec-16 DC163472000018002\BNK Payment 12-Dec-16 7,500,000 EBENSON LSACKEY Deferred Expenditure Interest Account
27-Mar-17 DC170862000004006\BNK Payment 27-Mar-17 1,000,000 EBENSON LAWERTEH Deferred Expenditure Interest Account
87,000,000
Further examples of fixed deposit placements from customer deposits created with DC transactions are detailed on the next page (page 128).
Purchase of Fixed Deposits (cont’d)
Balances on Fixed Deposits
DC and FT Deposits and CASA Account DC and FT Transfers out of current account
Current
Transaction Corresponding Current FD
Name Date/Period Amount CASA Date Amount Nature of Transaction
Reference Account Balance
Balance
20/10/2015 12,000,000 DC15293170000 GH¢1280000001 - 08/12/2016 15,840,000 This amount was transferred by
3002 002 debiting the current account and
crediting Deferred Expenditure
account with 12,438,246.6 and the
Progress PL50000 (Interest Expense account
Savings and with 3,401,753.42 .
Loans 08/12/2016 7,000,000 DC16343200001 0211402329621 7,000,000 371,069.93 13/12/2017 7,000,000 The current balance on the FD is
8005\BNK GH¢7,000,000
1/10/2016- 70,000,000 Multiple DC GH¢1280000001 - (7,984,210.59) 20/10/2017 61,000,000 This amount was transferred to The
1/05/2017 transactions 002 Construction Bank Gh. Ltd which
Yaw Addo
was subsequently used to purchase
Development
fixed deposit of GH¢61,000,000. The
Ltd
current balance of the fixed deposit is
GH¢61,000,000.00
89,000,000
Appendix
3. Governance, risk and compliance (GRC)
- 3.1 Governance
GRC (Governance) - objective, scope and approach

Objective Approach
The objective of the governance review was to identify gaps and breaches in the The following activities were performed:
working governance framework noting relevant legal and legislative requirements and • Reviewed relevant documentation (Board charter, committees terms of
requirements under the regulations of Bank of Ghana (BoG). reference, Board meeting minutes, terms of reference of management
committees, minutes of management committee meetings, whistleblowing
Scope of Work policy etc.)
• Identified and interviewed key stakeholders (Company Secretary and senior
The scope of the review included the following elements of the governance management)
framework for the period 2015 to 2017: • Defined criteria for our assessment of the governance framework of uniBank
• Board structure and operations (Board composition, structure and processes – based on Bank of Ghana’s Corporate Governance Directive 2018, leading
charter, committees and terms of reference, agendas for various meetings, governance practices within the context of the financial services industry (Core
minutes of meetings, induction and training programs and Board responsibilities) Principles for Effective Banking Supervision - Basel Committee on Banking
Supervision) and leading corporate governance codes (King IV Report on
• Governance policies (delegation of authority matrix, code of conduct and ethics,
Corporate Governance -South Africa and UK Corporate Governance Code –
director succession planning, whistle blowing programme, remuneration policies,
2016)
policies on conflict and declaration of interest)
• Benchmarked the existing governance framework with the defined criteria to
• Executive management – (roles and responsibilities, management committees and
identify gaps
terms of reference)
• Internal audit – (independence, audit plans)
• Assurance functions oversight – (risk management and compliance – roles and
responsibilities)
GRC (Governance) - shareholding structure

The shareholding structure of uniBank as at 31 October 2017 was as follows:
Ordinary shares Number of shares Total value % Shareholding

(GH¢)
Hoda Holdings Limited 104,166,667 250,000,000 65.0
Integrated Properties Limited 21,710,770 41,757,635 13.5

Telemedia Company Limited 18,656,111 35,565,062 12.0
Dr. Kwabena Duffuor I 14,600,491 26,715,538 9.0

Crown Insurance Brokers 854,428 1,071,064 0.5
Aaron M. Ocquaye 9,045 11,339 0.0
Seth Adom-Asomaning 7,378 9,249 0.0
Total 160,004,890 355,129,887 100
Preference Shares Number of Shares Total Value % Shareholding

(GH¢)
Dr. Kwabena Duffuor I 1,150 11,500,000
Crown Insurance Brokers 350 3,500,000
Total 1,500 15,000,000 100%
Total Stated Capital 370,129,887
Source - Company Secretary of uniBank, 15 May 2018
GRC (Governance) framework

The diagram below depicts the governance framework of uniBank prior to the appointment of the OA:
Board of Directors
CEO
Strategy &
Governance Executive Credit
Committee Compliance Head of Committee
Internal Audit
Remun. &
Audit
Nomination
Committee
Committee
Executive Management Credit Risk
Management Credit Management
Committee Committee Committee
Risk Information
Management Technology Risk
Committee Committee Management
Assets &
Management
Key Liabilities
Management Committee
Committee
Board Committees Team
Management Committees
GRC (Governance) framework

Based on information obtained and work performed (review of information and Internal Audit
interviews conducted), the governance structure prior to the appointment of the uniBank has an Internal Audit Department led by the Executive Head of Internal
Official Administrator (OA) included the following key elements: Audit who reported functionally to the Board Audit Committee and administratively
to the CEO. The primary responsibility of the Internal Audit Department is to
Board of Directors provide independent assurance on the effectiveness of uniBank’s risk
uniBank was directed and controlled by a Board of Directors (Board) comprising management, governance and internal control processes.
eleven (11) directors. Two (2) of the directors were appointed on 5 September 2017.
The Bank of Ghana (BoG) is yet to complete the approval process for the last two Assurance Functions - Risk Management
appointments. The main objective of the Risk Management Department is to identify and manage
significant risks relating to the execution of uniBank’s strategy and operations. The
The Board had six (6) sub-committees that assisted in its oversight responsibilities, Risk Management Department is led by an Executive Head who reported to the
namely the Information Technology, Strategy and Governance, Credit, Remuneration CEO. The Risk Management Department is made up of (6) units (credit risk,
and Nomination, Risk Management and Audit Committees. The Board and its operational risk, information security, E-risk & E-compliance, operational rigour,
committees activities were guided by a charter, which sets out the terms of market risk and physical security). The unit heads report to the Executive Head of
reference of each committee. Risk Management.
Governance Policies Assurance Functions - Compliance

The Board had developed and approved a Whistleblowing policy, which is yet to be The Compliance Department is responsible for the oversight of uniBank’s
implemented. Guidelines on conflicts of interests and a code of conduct are covered adherence to regulatory requirements and BoG directives, including the
in the Board charter. coordination of the Bank’s risk/AML-CFT compliance programme. The Head of
Compliance reported functionally to the Board and administratively to the CEO.
Executive Team
uniBank’s 16 member executive team comprised the Chief Executive Officer (CEO), Details of the activities and gaps in the assurance functions are covered in
Chief Operations Officer (COO), 1 Technical Advisor, 2 Executive Directors, 1 Director subsequent pages of this report.
and 10 Executive Heads. The CEO was the head of the Executive Team and was
responsible for the day to day operations as delegated by the Board. There were five
(5) management committees (Executive Management Committee, Management
Committee, Credit Risk Management Committee, Management Credit Committee
and Assets and Liability Committee) whose membership were drawn from the
executive team, middle management and department heads.
GRC (Governance) – board of directors

The Board was composed of four executive directors, five non-executive directors and two Membership of the Sub-Committees was as follows:
independent non-executive directors. The chairman of the Board was a non-executive
Information Technology Committee
director. • Mr. Opoku-Gyamfi Boateng – Non-Executive Director
• Nana Boakye Asafu Adjaye – Independent Non-Executive Director
The Board had six working Sub-Committees (Information Technology, Strategy and
Governance, Credit, Remuneration and Nomination, Risk Management and Audit • Mr. Kofi Kyereh-Darkwah - Non-Executive Director
Committees) whose membership were composed from existing members of the Board.
Strategy And Governance Committee
The Board’s working arrangements were guided by a board charter that sets out its • Mr. Opoku-Gyamfi Boateng - Non-Executive Director
authority, composition, role, function and responsibilities. The board is required to meet a
minimum of four times a year. • Professor Newman Kusi - Non-Executive Director
• Nana Boakye Asafu-Adjaye - Independent Non-Executive Director
The Board composition, dates of appointment and directorship held with the holding
company/related parties of uniBank were as follows:
Board Credit Committee
• Mr. Opoku-Gyamfi Boateng – Non-Executive Director and Board Chairman (Director of • Mr. Opoku-Gyamfi Boateng - Non-Executive Director
HODA Holdings) - Appointed February 2002 • Mr. Kofi Kyereh-Darkwah - Non-Executive Director
• Dr Kwabena Duffuor II – Executive Director (CEO) – Appointed 1 January 2012 • Mrs. Kakra Duffuor-Nyarko - Non-Executive Director
• Mr. Alex Gaddiel Buabeng - Non-Executive Director (Chairman of Star Assurance) -
Appointed February 2001 Board Remuneration And Nomination Committee
• Prof Newman Kwadwo Kusi- Non-Executive Director (Executive Director of Institute for • Mr. Alexander Buabeng - Non-Executive Director
Fiscal Studies) – Appointed 26 March 2014 • Mrs. Kakra Duffuor-Nyarko - Non-Executive Director
• Mr. Owusu Ansah – Awere - Executive Director (Operations and Information • Professor. Newman Kusi - Non-Executive Director
Technology) – Appointed 18 January 2012
• Mr. Kofi Kyereh-Darkwah - Non-Executive Director
• Mr. Ekow Nyarko Dennis – Executive Director (COO) – Appointed 1 June 2015
• Mr. Clifford Duke Mettle – Executive Director (Marketing & Digital Financial Services) -
Board Risk Management Committee
Appointed 5 September 2017
• Mr. Kofi Kyereh-Darkwah - Non-Executive Director
• Mrs. Kakra Duffour -Nyarko – Non-Executive Director (Director of Star Assurance and
• Mr. Opoku-Gyamfi Boateng - Non-Executive Director
HODA Holdings, UniSecurities) - Appointed 26 February 2013
• Mrs. Kakra Duffuor-Nyarko - Non-Executive Director
• Mr. Kofi Kyereh- Darkwah – Non-Executive Director (Director at Crown Insurance
Brokers) – Appointed March 2005
• Nana Boakye Asafu-Adjaye – Independent Non-Executive Director – Appointed 26 March Board Audit Committee
2014 • Mr. Kofi Kyereh-Darkwah - Non-Executive Director
• Andrew Wambari Kairu – Independent Non-Executive Director - Appointed 5 September • Mr. Opoku-Gyamfi Boateng - Non-Executive Director
2017
The Bank of Ghana (BoG) is yet to complete the approval process for the appointments of
Mr. Clifford Duke Mettle and Andrew Wambari Kairu.
GRC (Governance) - board of directors

Board Responsibilities and Activities The roles and responsibilities of the Company Secretary included the following:
• Ensure good information flow between members of the Board, Board
The Board was responsible for creating and delivering sustainable shareholder value Committees, and between executive directors and non-executive directors;
through the management of uniBank's businesses. The main responsibilities of the
Board as defined by the terms of reference and review of the Board meeting minutes • Facilitate the induction of new directors;
are summarised below: • Ensure Board policies are followed;
• Establish the Bank's business objectives and the strategy for achieving those • Ensure notices of meetings, agendas and Board papers are prepared and sent
objectives; within the appropriate time frames;
• Establish the Bank's risk management strategy; • Board and committee meeting agendas are structured to fulfil the obligations
• Ensure that the Board has effective oversight over management of the Bank, of the Board and committees as set out in their terms of reference;
including periodically reviewing and overseeing the Bank's overall business strategy
and corporate values, and its risk management strategy; • Oversee compliance with the Companies Act of Ghana1963, (Act 179) and
• Set, approve and periodically review significant strategies, policies, procedures and other applicable regulatory requirements;
controls of the Bank; • Ensure Annual General Meetings, Board and committee meetings are held in
• Ensure that the Bank complies with its legal, regulatory and Anti-Money accordance with the Board charter/terms of reference of the committees and
Laundering/ Combating Financing of Terrorism (AML/CFT) obligations; the Companies Act of Ghana1963, (Act 179).
• Monitor and ensure the financial soundness of the Bank;
• Approve and monitor budgets, major capital commitments, capital management
acquisitions and divestitures; Board Sub-Committees
• Review and approve the Bank's financial statements and other reporting. The Board established six (6) sub-committees to assist with their oversight role.
The activities, responsibilities and composition of the committees are set out in
Board Chairman
their terms of reference. Committees of the Board are supposed to meet not less
The chairman of the Board was a non-executive director. The chairman’s role involved than two (2) times and not more than four (4) times in a year except in emergency
facilitating effective contribution from directors to promote constructive and respectful cases.
relations between Board members. The role and responsibilities of the chairman
The responsibilities and composition of the Board Sub-Committees as defined by
included the following:
their terms of reference and review of meeting minutes are as follows:
• Lead the Board, setting its agenda and ensuring that it is an effective working group
at the head of the company;
• Ensure effective communication between the Board and shareholders; Information Technology Committee
• Ensure that directors receive accurate, timely and clear information to enable them The Information Technology Committee should be composed of at least two (2)
to discharge their duties;
non-executive directors and two (2) executive directors. A non-executive director
• Promote constructive and respectful relations between directors and between the
Board and management; should be the chairman of the committee. The Information Technology Committee
was, however, composed of two (2) non-executive directors and an independent
• Review and sign minutes of the Board.
non-executive director.
Company Secretary
The Board was supported by a Company Secretary who was appointed by the Board.
The primary responsibility of the Company Secretary was to advise the Board on
matters of corporate governance and where necessary be a confidential advisor to the
chairman and individual directors on such matters.

The roles and responsibilities of the Information Technology Committee included the A summary of their roles and responsibilities included the following
following: • Consideration and approval of credit and risk management policies of the Bank;
• Consider and advise the Board on matters regarding information technology, • Approval of credit facilities requests and proposals within limits defined by the
including budgeting, policy matters, strategic opportunities regarding investment in credit policy;
and deployment of information technology;
• Approval of loan write-offs within limits as approved by the Board;
• Review and make recommendations concerning information technology related
budgets, requests and opportunities; • Approval of product programs and individual/business credit lines within credit
approval authority;
• Advise and make recommendation to the Board towards alignment between
information technology acquisition and deployment and corporate strategy; • Approval of the risk rating framework;
• Oversee the work of and receive reports from the management information • Approval of all amendments and exceptions to policies.
technology steering committee.
Remuneration and Nomination Committee
Strategy and Governance Committee The Board established a Remuneration and Nomination Committee which is
The terms of reference of the Strategy and Governance Committee required required to comprise of at least two (2) non-executive directors. At least one of
membership to comprise at least two (2) non-executive directors and all the executive the non-executive directors should be independent. However, the Remuneration
directors. The chairman of the committee should be a non-executive director. The and Nomination Committee was composed of four (4) non-executive directors.
Strategy and Governance Committee was, however, composed of two (2) non- The roles and responsibilities of the Remuneration and Nomination Committee
executive directors and an independent non-executive director. included the following:
The mandate of the Strategy and Governance Committee was to oversee the • Propose to the Board the nomination of directors and appointment of the CEO
development and implementation of corporate governance policies/frameworks across and Executive Management;
the Bank. Its roles and responsibilities included the following: • Carry out preparatory work for examination by the Board of Directors of
• Develop and implement the Bank’s policy on corporate governance issues; corporate governance issues;
• Consider and recommend to the Board terms of references and mandates for the • Propose to the Board the criteria for determining the compensation of the
Board and management committees; Bank’s CEO as well as the amount of this compensation including benefits in
kind, welfare benefits or retirement benefits;
• Recommend and review the Bank’s strategic plan and annual budgets.
• Conduct annual evaluations of the performance of the Board;
• Recommend candidates to the Board for Board membership, after carrying out
Credit Committee all the due diligence;
The terms of reference of the Credit Committee required that the committee should • Provide oversight of remuneration of executive management and other key
be composed of at least two (2) non-executive directors, and two (2) executive personnel and ensuring that compensation is consistent with the Bank’s
directors. The chairman of the committee should be a non-executive director. The culture, objectives, and strategy and control environment, as reflected in the
Credit Committee was, however, composed of three (3) non-executive directors. formulation of compensation policy.
The Credit Committee’s primary responsibility was to oversee the credit risk
management processes of the Bank.

Risk Management Committee The Audit Committee is primarily responsible for overseeing the financial reporting
The terms of reference of the Risk Management Committee requires the committee process and systems of internal controls which management and the Board have
to comprise of at least two (2) non-executive directors and two (2) executive established.
directors. At least one of the non-executive directors should be independent. The The roles and responsibilities of the committee included the following:
chairman of the committee should be a non-executive director. The Risk Management
• Provide oversight of the Bank’s internal and external auditors;
Committee was, however, composed of three (3) non-executive directors.
• Approve or recommend to the Board or shareholders for their approval, the
The Risk Management Committee oversees the development, implementation and
appointment, compensation and dismissal of external auditors;
maintenance of risk management across the Bank. The roles and responsibilities of
the committee included the following: • Establish appropriate accounting procedures and accounting controls for the
Bank and supervise compliance with these procedures;
• Proposes risk appetite, governance structure and the risk management framework
and also ensuring that the risk policy is in alignment with the overall business • Review and approve the audit scope and frequency;
strategy; • Examine the Bank’s internal audit program and annual reports on internal
• Proposes the methodology by which risk management is reviewed and obtain controls drawn up in accordance with banking regulations, and formulate an
assurance on the effectiveness and compliance with set risk management opinion on the organisation and functioning of the internal control department;
policies; • Review Bank of Ghana’s examination reports and comments on draft
• Monitor compliance with risk management policies, the adequacy of controls and responses to these reports;
the overall risk profile against appetite; • Receive audit reports; and ensure that management is taking appropriate
• Report/escalate issues to the Board. corrective actions in a timely manner to address control weaknesses, non-
compliance with policies, laws and regulations, and other problems identified
by internal and external auditors.
Audit Committee
The terms of reference of the Audit Committee requires the committee to comprise
of a minimum of two non-executive directors. At least one of the non-executive
directors should be independent and have a firm understanding of the Bank’s risk
management and governance. The Audit Committee was, however, composed of
two (2) non-executive directors.
The terms of reference of the committee also states that the committee should as a
whole have recent and relevant experience and should possess a collective balance of
skills and expert knowledge in financial reporting, accounting or auditing.

Board Structure and Processes (board meetings and minutes, evaluation,
agenda, induction, training)
The Board met quarterly whilst the Sub-Committees of the Board met at least twice a
year.
However, the Credit Committee met as and when that was required. The Board met
nineteen (19) times between 2015 and 2017. The table below depicts the number of
times that the Board and the Sub Committees met between 2015 and 2017:
2015 2016 2017 Total
Board 5 7 7 19
Information Technology Committee 4 1 1 6
Strategy and Governance Committee 2 0 1 3
Credit Committee 8 3 4 15
Remuneration and Nomination 1 1 1 3

Committee
Risk Management Committee 2 2 4 8
Audit Committee 8 5 3 16
Minutes of Board meetings were taken by the Company Secretary. The minutes of
the Credit Committee meetings were taken by the Head of Legal whiles minutes of
the other sub-committees were taken by the Company Secretary. The directors
received Board papers at least five (5) days before meetings. The agenda for Board
meetings was developed by the Board Chairman, CEO and Company Secretary with
inputs from the directors, when required.
There was no formal training programme for directors. Newly appointed directors
were not formally inducted by uniBank. Training for directors are held on an ad-hoc
basis.
The Board performed a self assessment of the directors and the Board's performance
in 2013 and 2016. The Company Secretary indicated that the results of the
assessment was discussed by the Board.
GRC (Governance) - review of board meeting minutes

Review of Board Meeting Minutes Management tabled the draft 2017 budget for consideration and approval by the
Significant issues discussed by the Board between 2015 and 2017,as reflected in the Board.
minutes of meetings, have been categorised under regulatory, risk management, The CEO informed the Board that the 2017 budget was aimed at consolidating
financial reporting, strategy and capital and liquidity management. gains made over the years by redirecting the Bank's focus on the customer. This
required streamlining the Bank's processes to deliver excellent service quality to
Regulatory Compliance
our chosen segments. Risk assets were planned to grow alongside risk-free
27 July 2017 instruments such as Government bills. However, the Bank's credit administration
The Executive Director in charge of finance, Mr. Ekow Nyarko Dadzie-Dennis reported process required strengthening to improve quality and efficiency so as to return
that the June 2017 financial results showed encouraging growth in total assets, and value to our shareholders. After deliberations on the budget, the Board approved
growth in non-performing loans caused by breaches in regulatory capital ratios. the budget.
17 December 2015
18 May 2017
The CEO reported that the Bank was able to meet the primary reserve requirements An Extraordinary General Meeting was convened to consider and approve the
for 5 weeks out of the 13 trading weeks in the first quarter of 2017. Bank's strategic initiatives and Budget for 2016. The CEO took members through
the Strategic initiatives for 2016. The highlights of the broad strategic initiatives as
17 November 2016 identified by Management were as follows:
The CEO reported that the Bank complied with the Central Bank's primary reserve
requirement for the third quarter of 2016 by maintaining an average weekly reserve Strategic Objectives for 2016
ratio of l0.12%, which was above the statutory ratio of 10%. Management informed the Board that efficient resource allocation and utilisation
would be the pivot around which the Banks initiatives would revolve in 2016.
Management reported that there would be constant reviews of the structure of the
Strategy Bank's balance sheet to make it more liquid. Management also reported that it was
15 December 2016 working towards lowering the Bank's cost of funds and cost-to-income ratios in line
with industry trends.
An Extraordinary General Meeting was convened to consider and approve the
Bank's strategic initiatives and Budget for 2017. Management presented highlights Management reported that the key strategic pillars for 2016 included the following:
of the Strategic Initiatives that had been developed around five (5) strategic a. Improving Business Performance;
objectives and derived from the five (5) 'Cs' - Company, Customer, Control,
b. Ensuring significant improvement in service delivery;
Colleague and Community. A summary of the key strategic objectives for 2017 and
the initiatives to achieve them as submitted by Management are outlined below: c. Improvement in staff efficiency;
a. Prudent asset and liability management; d. Strengthening the Bank's risk management function;
b. Enhancing service experience through process improvement; e. Enhancement of its corporate image.
c. Strengthening key risk control functions and processes;
d. Improving staff training and discipline; Budget for 2016
e. Staying Relevant to the Community Through Corporate Social Interventions. After extensive deliberation on the 2016 Budget, the Board approved same. The
Board however directed that the Budget be reviewed on quarterly basis by
Management.

Capital and Liquidity Management 28 July 2016
The CEO reported that the Bank complied with the Central Bank's primary
27 July 2017 reserve requirement for the second quarter of 2016. The Treasury
The CEO made specific reference to Government Exposures, amounting to GH¢973 department also maintained an average weekly reserve ratio of 10.07%; this
million, out of which certificates and invoices in the pipeline tor payment amounted to was above the statutory ratio of 10%. The CEO also reported that as at the end
GH¢625 million. The construction portfolio held GH¢442m in unpaid interim Payment of June 2016, the Bank was running a short position of about GH¢1,348 million
Certificates (IPCs). with available security of GH¢2l7 million. That resulted mainly from negative net
The CEO updated the Board on the anticipated implementation of the Treasury Single clearing positions as well as maturing fixed deposit investments from cocoa
Account (TSA), in line with the Public Financial Management Act , 2016 (Act 1921) in funds that were redeemed. The position was partly closed with a facility of
Q3, its potential impact on the Bank's liquidity and set out modifications that may be GH¢1,100 million from the Central Bank.
required to be made to the team's business development focus on public institutions.
5 May 2016
16 February 2017 The CEO reported that the Bank complied with the Central Bank's primary
The Board noted that the Bank complied with the Central Bank's primary reserve reserve requirement for the first quarter of 2016. The CEO reported that the
requirement for the fourth quarter of 2016 and maintained an average weekly reserve Bank maintained an average weekly reserve ratio of 10.05%, which was above
ratio of 10.63% for the fourth quarter which was above the statutory ratio of 10%. the statutory ratio of 10%. The CEO reported that as at the end of March, the
Bank was running a short position of about GH¢470 million with available
17 November 2016 security of GH¢217 million. This resulted mainly from negative net clearing
The CEO submitted the Credit Portfolio performance for the period to the Board, positions as well as maturing Fixed Deposit Investments from Cocoa funds that
which showed a decrease of 7% for Q3 from GH¢2,401 million in June 2016 to were redeemed. The CEO reported that the position was partly closed with a
GH¢2,247 million as at 30 September, 2016, owing to a reclassification of VRA's facility of GH¢382.5 million from the Central Bank
exposure. He further informed the Board that the top 50 exposures constituted 73%
of the Corporate Banking department's loan portfolio. The construction portfolio stood 28 January 2016
at GH¢603m as at 30 September 2016, out of which 62% was attributable to road
construction projects, with commercial and residential real estate projects making up The CEO updated the Board on the indebtedness of Volta River Authority (VRA).
the difference. The CEO reported that follow-ups at VRA revealed that an amount of $20 million
had been allocated to the Bank out of the total amount of $150 million facility
The team was targeting major repayments from the construction portfolio to the tune which was expected before the close of the year 2015. The Board directed
of a minimum of GH¢150 million out of GH¢350 million in Interim Payment Management to ensure that any discussion between the Bank and VRA in
Certificates raised. Concerning deposits, the CEO reported that the Bank had respect of the latter's indebtedness should be confirmed in writing. Further,
achieved 74% of its budget and presented the details. Management was directed to officially write to VRA demanding an explanation
for non-receipt of the allocated amount of $20 million.

Capital and Liquidity Management Risk Management
28 January 2016 (cont’d) 27 July 2017

The CEO reported that a meeting had been held with Akuafo Adamfo Limited and On Collections and Recoveries, the CEO reported that a total of GH¢8.4 million
their solicitors and Management was awaiting their repayment proposal. The CEO was recovered in the period under review. The CEO further emphasised that most
further reported that a forensic audit on the Finatrade Group commissioned by of the recoveries made were from the loss category of the Bank's non-performing
affected Banks through the Ghana Association of Bankers had commenced with assets. A breakdown of the categories was given. The Board also approved
data collection by Messrs. KPMG Limited. negotiated settlements and write offs on some accounts. Details were given in the
The CEO reported that the Bank complied with the Central Bank's primary reserve minutes.
requirements in the year 2015. The CEO also reported that the Bank maintained an 16 February 2016
average weekly reserve ratio of about 10.05%, which was above the statutory ratio
of 10%. The CEO also reported that the Bank was running a short position of about The major highlights in the Credit Risk Management report for the month ending
GH¢530 million with available security of GH¢369 million as at the end of December 31 December 2016 were as follows:
2015. a. Funded assets went up substantially by 63.3% from GH¢1.9 million as at the
This resulted mainly from negative net clearing positions as well as maturing fixed end of December 2016 to GH¢3 million as at the end of December 2016.
deposit investments from cocoa funds that were redeemed. The CEO reported that b. Non-performing assets also went up by 217.43% from GH¢272 million
the net position was partly closed with a facility of GH¢200 million from the Central (representing 14.5% of total portfolio) as at 31 December 2015 to GH¢863
Bank. million (representing 28% of total portfolio) as at 31st December 2016.
17 November 2016
29 October 2015
The CEO reported that the Bank complied with the Central Bank's primary reserve Management reported that funded assets went down by 8% from GH¢2,840
requirement from the beginning of the year to September ending. The CEO also million as at 30 June 2016 to GH¢2,605 million as at the end of September 2016.
reported that the Bank maintained an average weekly reserve ratio of about Non-performing assets increased by 12% from GH¢928 million (representing 33%
10.05%, which was above the statutory ratio of 10%. The CEO reported that as at of total portfolio} as at 30 June 2016 to GH¢1,040 million (representing 40% of
the end of September, the Bank was running a short position of about GH¢200 total portfolio} as at 30 September 2016. Overdue assets also increased from
million. That resulted mainly from negative net clearing positions as well as GH¢989 million as at 30 June 2016 to GH¢1,209 million in the period under review
maturing Fixed Deposit Investments from Cocoa funds that were redeemed. The representing a growth of 22%.
Bank also had running facilities of up to GH¢200 million with the Central Bank due
to mature in October and November 2015.

17 November 2016 (cont’d)
5 May 2016
The 50 largest exposures in the non-monetary sector decreased slightly from
On the Risk Management report submitted, the CEO reported that funded
GH¢1,862 million as at 30 June 2016 to GH¢1,562 million as at 30 September 2016
assets moved up slightly by 4% from GH¢2,539 million as at 31 December
representing a decrease of 16%. The ratio of the 50 largest exposures to the total
2015 to GH¢2,634 million as at the end of March 2016. The CEO reported that
portfolio also decreased from 66% as at 31st August 2016 to 60% as at 30th
non- performing assets also increased by 55% from GH¢272 million as at 31
September 2016.
December 2015 to GH¢421 million as at 31 March 2016. The CEO reported
The CEO also reported that overall recoveries made from January to September 2016 that overdue assets increased drastically from GH¢426 million as at 31st
was GH¢20 million. The list was submitted to the Board and approved. December 2015 to GH¢654 million in the period under review representing a
growth of 54%.
On Compliance, the CEO reported that a total of eight (8) suspicious activity reports
were filed with the Financial Intelligence Centre over the period. He further indicated The CEO reported that the 50 largest exposures in the non-monetary sector
that, in compliance with the 2016 AML/CFT training schedule 492 staff at various increased from GH¢1,376 million as at 31 December 2015 to GH¢1,690 million
units of the Bank were trained on AML/fraud awareness programmes relating to their as at 31 March 2016 representing an increase of 23%. The ratio of the 50
areas of operations during the third quarter of the year 2016 largest exposures to the total portfolio also increased from 73.62% as at 31st
December 2015 to 74.18% as at 31 March 2016. The CEO also reported that
28 July 2016
overall recoveries made from January to March 2016 amounted to GH¢5.5
The CEO reported that funded assets moved up by 8% from GH¢2,634 million as at million.
31 March 2016 to GH¢2,840 million as at the end of June 2016. The CEO reported
28 January 2016
that non- performing assets also went up significantly by 120% from GH¢421 million
(representing 33% of total portfolio) as at 31 March 2016 to GH¢929 million On the Risk Management Report submitted, the CEO reported that funded
(representing 33% of total portfolio) as at 30 June 2016. The CEO reported that major assets increased by 72.42% from GH¢1,084 million as at 31 December 2014
accounts contributing to this trend included rLG communications Limited (GH¢77 to GH¢1,869 million as at 31 December 2015 due to an increase in the net
million), Ghana Libya Arab Holding Company Limited (GH¢61 million) and Akuafo loan availed within the period. The CEO also reported that non-funded risk
Adamfo Marketing Company Limited (GH¢51 million). The CEO reported that overdue assets decreased by 13.41% from GH¢157 million as at 31 December 2014 to
assets increased from GH¢654 million as at 31st March 2016 to GH¢989 million in GH¢136 million as at 31 December 2015. Non- performing assets increased by
the period under review representing a growth of 51%. The CEO also reported that 10.57% from GH¢246 million as at 31 December 2014 (23% of total portfolio)
overall recoveries made from January to June 2016 amounted to GH¢11 million. to GH¢272 million as at 31 December 2015 (15% of total portfolio).

Financial Reporting
18 May 2017 5 May 2016

The CEO reported that the March 2017 financial results were quite encouraging. A The CEO presented the Financial Statements for the period ending 31 March 2016.
27% year on year (YOY) growth was recorded in total assets mainly driven by The Board after due deliberations, approved the financial statements for the period
growth in government securities and advances. He reported that year to date profits ending 31 March 2016.
before tax of GH¢11.6 million was recorded.
17 March 2016
16 February 2017 Financial Statements for the year 2015
The CEO presented the financial statements for the period ending 31 December Representatives from Deloitte and Touche read highlights of the Bank's activities
2016. The Board expressed its dissatisfaction with the fall in fees and commission for the year 2015. After due deliberations, the Board approved and adopted the
income. Management attributed that to the fact that the loan book had been Financial Statements for the year ended 31 December 2015.
reduced strategically. Further, in order to remain competitive in the industry, some
fees such as Commission on Turn-Over (COT) had been waived. The Board noted The Board also decided that the Bank's Annual General Meeting be held on 7 April
that interest expense was too high and directed Management to put in place a 2016 at the Registered Office and directed Management to take requisite steps to
strategy to reduce interest expense. ensure publication of the Accounts in the newspapers in accordance with statutory
requirements. The Board resolved that Mr. Opoku-Gyamfi Boateng and Mr. Felix
28 July 2016 Nyarko-Pong be authorised to sign the accounts. The External Auditors were
The CEO presented the financial statements for the period ending 30 June 2016. thanked for their support and services and were excused from the meeting.
The Board noted that interest income had increased significantly during the period
and directed Management to work at reducing interest income.
28 January 2016
The Board after due deliberations, approved the financial statements.
The CEO presented the Financial Statements for the period
ending 31 December 2015. The Board directed Management to engage the
services of a Tax Consultant to review taxes being paid.
GRC (Governance) - executive management

The sixteen (16) man Executive Team was headed by CEO who was responsible for The duties of EXCO included the following:
the day to day management and operations of the Bank and reported to the Board.
• Develop policies, processes and operational procedures for approval by the Board
The Executive Team included the COO, Executive Technical Advisor, 2 Executive
towards the smooth running of the Bank;
Directors, 1 Director and 10 Executive Heads. The Executive Team was responsible
• Formulate and recommend strategies for consideration of the Board for running
for ensuring that the Bank carried out the approved policy directives and strategic
the Bank;
initiatives towards attainment of the overall objectives of the Bank.
• Supervise the preparation of annual budgets and plans for approval by the Board;
There are five (5) functional management committees. The apex management
• Establish various management committees in the Bank and ensure their effective
committee was the Executive Committee (EXCO) which was chaired by the CEO. The
supervision towards ensuring efficient management of the Bank’s business;
EXCO was responsible for implementing the Bank’s long-term strategic priorities,
• Review various executive reports submitted by members. The period, format and
achieving annual goals, and addressing critical business issues and opportunities. The
timing of these reports shall be determined by the CEO as the case may be;
other management committees are: Management Committee (MANCOM), Credit
• Review and approve decisions taken at meetings of management committees of
Risk Management Committee, Management Credit Committee, and Assets and
the Bank and provide directions for their implementation or otherwise;
Liability Committee (ALCO). Membership is drawn from the Executive team, middle
• Review the performance of the Bank and provide directions to ensure the best
managers and departmental heads. Activities of the management committees are
performance of all functional areas.
guided by terms of reference which set out their scope, composition and
responsibilities.
Management Committee (MANCOM)
Executive Management Committee
The Management Committee (MANCOM) is accountable to EXCO. The activities of
The activities of EXCO was guided by a terms of reference which stated their
MANCOM is guided by a terms of reference which states their membership,
membership, responsibilities/duties and meeting modalities (frequency and minutes
responsibilities/duties and meeting modalities (frequency and minutes of meetings),
of meetings). EXCO was composed of ten (10) members of the Executive Team
MANCOM executes operational directives from EXCO and functions as the bridge
namely; CEO, COO, Executive Technical Advisor, Executive Director, Operations &
between EXCO and the general staff body, relaying critical executive decisions to staff
Information Technology, Executive Director, Marketing & Digital Financial Services,
and bringing key operational issues to the attention of the executive for discussion
Director, Business Development, Executive Head, Innovation & Business Execution,
and decisions thereon. MANCOM is composed of the COO and twenty (20) other
Executive Head, Company Secretary, Executive Head, Human Resources and
executives, middle management and heads of departments. The COO chairs all
Executive Head, Finance. The other six (6) members of the executive team attended
MANCOM meetings and in the absence of the COO, the most senior member of
EXCO meetings on invitation. EXCO meeting were held monthly or as and when
EXCO present chairs meetings.
required and meetings were chaired by the CEO. In the absence of the CEO, the
COO chairs meetings. The Company Secretary or her representative is the secretary
MANCOM meets fortnightly or as deemed necessary. A member of MANCOM acts
for EXCO. The committee held nine (9) meetings in 2017, fifteen (15) meetings in
as the Secretary and is responsible for developing agendas for every meeting,
2016 and eighteen (18) meetings in 2015.
recording proceedings and circulating minutes.

MANCOM held forty-two (42) meetings in 2015, twenty (20) meetings in 2016 and • Recommend to the Board for its approval, clear policies on standard for
thirty three (33) meetings in 2017. presentation of credit proposals, financial covenants, rating standards and
benchmarks.
The duties/responsibilities of MANCOM included the following; • Recommend delegation of credit approving powers, prudential limits on large
exposures, standards for collateral, portfolio management, loan review
• Discuss and take decisions on all operational issues brought to its attention; mechanism, risk concentration, risk monitoring and evaluation, pricing of loans,
• Review reports submitted by members on their departments’ activities and take provisioning, regulatory/legal compliance, etc.
such decisions that may be necessary to enhance performance; • Take decisions in terms of capital allocation and defining limits in line with the
• Discuss and recommend strategies and plans for the adoption of EXCO towards risk strategy
maintaining a healthy and profitable organisation;
• Review business performance – deposits; risk assets; profitability; etc.; Credit Risk Committee
• Review special presentations from department heads, vendors, and service
providers on specific projects and business initiatives and take appropriate The Management Credit Committee approves credit facilities and other contingent
decisions for executive approval; liabilities within limits delegated by the Board and refers requests for facilities in
• Review any operational, staffing and administrative matters that could have an excess of its delegated limit to the Board Credit Committee. The activities of the
impact on the performance of the Bank and take such decisions as required to Management Credit Committee is guided by a terms of reference which states
ensure the smooth running of the organisation. their membership and responsibilities/duties. The Management Credit Committee
was composed of the CEO, COO, Executive Head of Risk, Executive Directors of
Treasury, Credit Risk Management and Corporate departments, Director of
Risk Management Committee
Finance and Strategy, and the Heads of Legal and Retail Banking. The
duties/responsibilities of the Management Credit Committee included the
The Risk Management Committee was accountable to the Board Credit Committee.
following:
The activities of the Risk Management Committee is guided by a terms of reference
which states their membership and responsibilities/duties. The Risk Management
• Consider and recommend credit portfolio plans for the Bank;
Committee was composed of the CEO, COO, Executive Head of Risk Management,
Executive Directors of Treasury, Credit Risk Management and Corporate • Approval of credit beyond the authority limits of individuals but within the limits
departments, Director of Finance and strategy, Head of Internal Audit, and the Heads of the committee as approved by the Board;
of Legal, Recovery and Retail Banking. • Approve credit officers and specific signing powers for each officer;
• Consider and recommend the following to the Board Credit Committee
The Risk Management Committee held five (5) meetings in 2017, ten (10) meetings in  Credit risk management policies, product program and rating
2016 and six (6) meetings in 2015. The duties/responsibilities of the Risk framework
Management Committee included the following:  Credit facility request and proposals above approved authority limits of
the management credit committee.
• Implementation of the credit risk policy/strategy approved by the Board.  Loan write-offs beyond the approval authority of the management
• Monitor credit risk on a bank-wide basis and ensure compliance with limits credit committee.
approved by the Board. • Other matters, which in the opinion of the committee are necessary for the
effective supervision of the credit management process.

Assets and Liability Committee (ALCO)
The Asset Liability Committee (ALCO) is responsible for recommending to the
Board of Directors prudent asset/liability management policies and procedures that
will enable the Bank achieve its goals while operating in full compliance with all
relevant laws and regulations. The activities of the ALCO is guided by a terms of
reference which details their membership, meeting modalities (notice, frequency,
quorum and minutes of meeting) and responsibilities/duties.
The duties/responsibilities of ALCO included the following:
• Endorse funding and liquidity plans;

• Approve and ensure the implementation of ALM policies for the Bank;
• Approve contingency funding plans prepared by the Bank's Treasurer;
• Establish targets for liquidity ratios. Review ratios against their targets on a
monthly basis. Approve a course of action for rectifying any breach of the
targets;
• Endorse market triggers; address ‘trip’ of Market Triggers, including
documentation of decisions and actions;
• Establish significant funding source thresholds; review exposure reports;
• Assist in the quality control process by reviewing reports for reasonableness,
consistency and completeness;
• Perform independent reviews (using internal audit staff) for validation and
reasonableness of inputs, assumptions, and outputs of the Asset/Liability
Management Models and procedures;
• Abreast itself with the overall financial performance of the Bank and significant
changes/trends in financial results.
GRC (Governance) policies

uniBank has developed the following governance policies:
Whistle blowing Policy Code of Conduct and Ethics

uniBank has developed a Whistle Blowing Policy that has been approved by the The Board charter of uniBank has a section on the code of conduct for the
Board. The custodian of whistleblowing is the Compliance Department. Board. This covers the following areas:
The Whistle Blowing Policy covers the following areas:
• Duties are performed with utmost good faith;
• Introduction and objectives; • Act in the best interest of the Bank at all times;
• Individuals covered; • Honesty and the exercise of independence in judgment and actions when
• Reportable incidents; taking decisions;
• Protection for whistle blowers; • Confidentiality of Board deliberations unless required by law to disclose;
• Procedures for whistle blowing; • Non - Executive Members shall not participate in the day-to-day
administration of the Company;
• Standard of proof;
• Adequate preparation for meetings and relevant bank activities;
• Process of investigation.
• Not delegate to a committee any decision which by law should be taken by a
Board;
Conflicts of Interest Policy
• Not engage in any act that is likely to bring the Bank into disrepute;
There is a section on conflict of interest for directors in the Board charter. This • Shall not without the approval of an ordinary resolution of the Company
covers the following areas: exceed the powers conferred on them by the Company's Act, 1963 (Act
179) or the Company's Regulations.
• Use of uniBank property or any confidential information or special knowledge
obtained by the member in his capacity as director;
• Interests directly or indirectly, in any business which competes with that of the
Bank;
• Personal interest, directly and indirectly, in any contract or transaction entered
into by the Bank unless such a director is acting in his professional capacity
whether acting in person or through a firm except as an auditor;
• Interests, circumstances or business connections should not affect
inappropriately the decisions for which the Board is responsible;
• Taking up any directorship that is in conflict with the Bank's business.
GRC (Governance) - review of policies and process

Name of Policy Version Last updated Due for review
Marketing Policy 1.2 2017 Yes
Bancassurance Business and Operational Models June 2017 Yes
Customer Service Charter June 2017 N/A
E-Business Policy manual August 2017 Yes
Accounting manual August 2016 Yes
Business Continuity Plan 2 June 2016 Yes
Cash Management Policy 2 September 2016 Yes
Cash Management Proceduresl manual 2 September 2016 Yes
Corporate Banking Procedures manual October 2016
Compliant Management Policy August 2016
Disaster Recovery Plan 1 June 2016 Yes
Information Technology
International Trade Manual August 2016 Yes
Information and Communication Technology Policy May 2015 Yes
Mobile Device Acceptable Use Policy 2017 Yes
Operating Procedures For 1 August 2016 Yes
Branch Expansion
Standard Operating Procedures Manual for the Strategy 1 August 2016 Yes
Treasury Asset & Liability Management Policy 3 August 2016 Yes
Treasury & Trade Operations Policy Manual 1 September 2016 Yes
Treasury Operational Policy Manual 2016 Yes
Employee Policy manual September 2016 Yes
Records Management Policy Manual 3 October 2016 Yes
Operational Risk Policy and Procedures manual July 2016 Yes
Legal Policy and Procedure Manual September 2016 Yes
Customer Static Data Amendments N/A
Recommendation
Management should ensure that each department that has to update its policy is rallying to do it.
GRC (Governance) - review of policies and process

Name of Policy Version Last updated Due for review
Anti- Money Laundering Policy for Inward Remittances 1.1 May 2016 Yes
KYC Policy & Procedural Manual 3.1 April 2018 N/A
Anti Money Laundering Policy January 2018 N/A
Watchlist Management & Sanctions Compliance Policy 1 August 2016 Yes
Fraud Policy 1 September 2016 Yes
Internal Audit manual 3 December 2016 Yes
Compliance Procedural Manual June 2017 Yes
Anti-Bribery and Corruption Policy 1 September 2016 Yes
Compliance Framework No date
Credit Risk Management policy 4 2017 Yes
Credit Risk Management Department Process Manual 2017 Yes
AML Risk Assessment Framework 2017 Yes
Know Your Customer (KYC) Procedural Manual August 2016 Yes
Whistle Blower Policy 1 September 2016 Yes
Anti- Money Laundering Operating Procedure & Guidelines 4 July 2016 Yes
Operational Rigour Policy manual
Market Risk Policy manual March 2017 Yes
GRC (Governance) - key developmental areas

Observation Risk
Board Charter The Board chairman may not always act in the best interest of uniBank as
he may not be required to be free of any business or other relationships
The Board charter sets out the role, functions and responsibilities of the Board. The
that may interfere with or reasonably be perceived to materially interfere
charter is used to set the Board’s work plan, the criteria against which the Board
with the exercise of his independent judgement.
measures its performance and serves as the basis for disclosures on the roles and
responsibilities of the Board. The Board may not perform its oversight role effectively as certain matters
that may provide guidance to aid its effective functioning have not been
The following gaps and/or inconsistencies were noted:
adequately addressed in its Charter.
a. The BoG Corporate Governance Directive and other leading guidance (King IV and UK
Corporate Governance Code) requires the Board chairperson to be an independent
non-executive director. The charter does not reflect the requirement for the Board
Chairperson to be an independent non-executive director.
b. The Board charter does not include a section that sets out disclosure requirements
under the corporate governance section in the Annual report such as number of
Board meetings held, director attendance, an evaluation of the performance of the
Board, etc.
c. Procedures (formalities) for members to make specific contributions to meeting
agendas is not set out in the Board charter
Board Chairman The composition of membership of sub committees of the Board and the
election of its chairpersons was not in conformity with the requirements of
The Bank of Ghana Corporate Governance Directive 2018 requires chairpersons of any
BoG’s directives.
Board of a Bank not to serve as a chairperson of any sub-committee of the Board and can
only serve on one sub-committee of the Board as a member. Constructive debate may be stifled at sub-committee levels if the chairman
of the Board is the chairman of a sub-committee. Checks and balances in
The chairman of the Board is a member of five (5) out of the six (6) sub-committees of
the governance structure of the Bank may be compromised.
the Board, namely Information Technology, Strategy and Governance, Credit, Risk
Management and Audit Committees. He serves as the chairman on three (3) out of the
five (5) committees (Information Technology, Strategy and Governance and Credit
Committees).

Observation Risk
Board Composition Directors may not act in the best interests of uniBank as they may not be
free of business relationships with related entities.
The Board should collectively be comprised of individuals who together have the
knowledge, skills, experience, diversity and independence to make it effective. Directors may not be able to perform their oversight role over financial
reporting effectively as they may not benefit from a financial expert whose
The following were noted from a review of the composition of the Board:
knowledge may be required to enable the Board fully understand the
a. The BoG Corporate Governance Directive and other leading guidance (King IV and technical requirements of financial reporting matters, including
UK Corporate Governance Code) require Boards to be composed of a majority of International Financial Reporting Standards (IFRS)
non-executive directors, most of whom should be independent. The Board charter of
uniBank required that at least one third of the Board shall be composed of
independent non-executive directors. Two (2) out of the eleven directors are
independent non-executive directors, however, the BoG has not completed the
approval process for the appointment of one of the independent non-executive
directors;
b. Leading guidance (King IV and UK Corporate Governance Code) requires the Board
to promote diversity in its membership across a variety of attributes including
gender. The composition of the Board does not reflect diversity in terms of gender
balance. The Board is comprised of eleven (11) directors, made up of a female and
10 (ten) males;
c. Six (6) out of the eleven (11) members of the Board are directors of subsidiaries of
the group including the holding company. Two (2) members of the Board are
directors of two regulated financial institutions (uniBank and uniSecurities) in
contravention of the requirements of the BoG Corporate Governance Directive
which restricts a Board member of a financial institution from being on the Board of
any other financial institution;
d. Financial reporting is a critical aspect of the Board’s mandate, however the
composition of the Board does not include a financial expert .

Observation Risk
Independence Policy for Directors Without clearly defining qualifying criteria for the appointment of
independent directors, critical considerations may be missed and
uniBank's independence criteria for non-executive directors does not include the
appointments may be made in violation of regulatory directives and best
following critical elements that define the independence of a director in line with the
practice.
BoG Corporate Governance Directives:
a. have more than 5% (five percent) equity interest directly or indirectly in the
regulated financial institution or in its related companies;
b. be employed in an executive position in the regulated financial institution or its
related company at least two (2) years prior to his appointment date;
c. have relatives employed by the regulated financial institution or any of its related
companies as key management personnel in the last two (2) years;
d. have engaged in any transaction within the last two (2) years with the regulated
financial institution on terms that are not less favourable to the regulated financial
institution than those normally offered to other persons; or
e. have served as a director in the regulated financial institution continuously for more
than two (2) terms unless the director can affirm that his/her independence is not
impaired;
f. be related to persons with significant shareholding in the regulated financial
institution or have any business or employment connections to a significant
shareholder;
g. hold cross directorship position(s) with another director(s) on the Board of other
institutions.

Observation Risk
Director Induction Newly appointed directors may not be able to effectively discharge their
duties and responsibilities as they may lack the requisite knowledge and
Formal induction programmes enable new directors make meaningful inputs as they are
understanding of the Bank’s activities and its business.
fully briefed on the organisations business and their roles and responsibilities. The Board
charter of uniBank requires the Board Chairman to ensure that new directors receive full,
formal and tailored inductions on joining the Board.
uniBank has not formally inducted any of the directors of the Board. uniBank has not
documented and formalised a process for inducting newly appointed directors.
Board Evaluation The performance of the Board and individual directors may not be
measured to identify and address key developmental areas to enhance
The Board and its directors should be conscious of their culture, strength, weaknesses
long term shareholder value.
and the possibilities for constructive change. This can be achieved by an assessment of
the performance of the Board, its committees and individual directors internally (in-
house) each year and externally (independent consultant) every two years.
uniBank has not performed an external assessment of the Boards performance during
the last three years.
There was also no evidence that the only internal assessments performed in 2016, over
a three year period between 2015 and 2017, was discussed by the Board to enable gaps
noted to be addressed.
The Board did not include a report on the evaluation of the Board, committees and
individual directors in the Corporate Governance section of the Annual Report.

Observation Risk
Board Training Directors may not be aware of emerging trends in the banking industry,
corporate governance, information technology risks and changes in the
The Bank of Ghana Corporate Governance Directive and leading guidance (King IV)
external environment and may therefore be unable to proffer credible
requires that a programme of professional development and regular briefings on legal,
alternatives on key issues and constructively challenge management
corporate governance developments, risks and changes in the external environment of
submissions on various operational matters.
the organisation, should be provided to members of the Board.
There was no evidence that members of the Board attended specialised training
relating to the Bank’s operations between 2015 and 2017.
uniBank has not formalised a programme of professional development for the Board.
Board Committees The committees may not function as intended and therefore some
anticipated goals may not be achieved.
The terms of reference for the Board committees does not address the following
critical elements of the committees activities:
a. Scope of work and delegated authority for decision making;
b. Procedures (formalities) for members to make specific contributions to meeting
agendas;
c. Meeting frequency, quorum for the meetings and management of minutes;
d. When and how the committee should report to the Board;
e. Chairman eligibility and terms of appointment.
The terms of reference of the Board charter requires committees of the Board to meet
at least two times a year. However, the following committees did not meet that
requirement:
Board Committee Meeting Frequency
Information 2017 – 1
Technology 2016 – 1
Remuneration and 2015 – 1

Nomination 2016 – 1
Committee 2017 – 1

Observation Risk
Board Committees – A balanced distribution of power in respect of membership across

committees may not be achieved leading to individuals dominating
Information Technology Committee;
decision making or undue reliance being placed on them.
Strategy and Governance Committee.
Delegation to a committee by the Board should be recorded by means of a formal
terms of reference that should be approved and reviewed annually by the Board. The
nature and extent of the responsibilities delegated, decision-making authority, the
duration of the delegation, and the committees’ reporting responsibilities should be set
out clearly.
The following were noted from a review of the terms of reference:
a. The terms of reference of the Information Technology Committees states that the
committees should comprise of at least two (2) non-executive directors and two (2)
executive directors. However, we noted that the Information Technology
Committee is composed of two (2) non-executive directors and an independent
non-executive director
b. The composition and size of the Strategy and Governance Committee is not
reflected in their terms of reference. The terms of reference of the Strategy and
Governance Committee states that the membership should comprise at least two
(2) non-executive directors and all the executive directors. However, we noted that
the committee was composed of two (2) non-executive directors and an
independent non-executive director

Observation Risk
Management Committees Management committees may not strategically support unit heads in
discussions affecting the scope and operations of the business.
Management committees have been established by uniBank to assist management
effectively carry out its daily responsibilities as delegated to by the Board. The activities Management decisions may not be robust and representative of all the
of the management committees should be guided by a terms of reference which details key areas, which may lead to ineffective oversight at strategic and policy
their purpose, roles and responsibilities, composition, meetings and procedures, levels.
committee evaluation, reporting and review of terms of reference.
The following were noted from a review of the terms of reference of the five (5)
management committees of uniBank:
a. The Management Credit Committee scope was expanded to include the functions
of risk management and renamed the Risk Management Committee, however, the
terms of reference has not been updated to reflect their expanded scope.
b. The terms of reference for EXCO, MANCOM, ALCO, Credit Risk Management
Committee and Risk Management Committee does not cover the following critical
activities of these committees:
I. Procedures (modalities and timelines) for contributions to the agenda by
directors
II. Committee evaluations
III. Reporting protocols
IV. Periodic reviews of the terms of reference
c. The terms of reference for EXCO, MANCOM, Credit Risk Management Committee
and Risk Management Committee does not detail the quorum and notice for
meetings;
d. The was no evidence of approval for the terms of reference of EXCO, MANCOM
and ALCO.

Observation Risk
Governance Policies – Whistleblowing Policy Employees may not report incidents as the programme has not yet been
implemented. As a result no avenue will exist to encourage employees
The Board should ensure that employees are able to communicate, confidentially and
report unethical behaviour, illegal and questionable practices.
without the risk of reprisal, legitimate concerns about illegal, unethical or questionable
practices. This shall be facilitated through a well communicated policy and adequate
procedures and processes, consistent with national law, which allow employees to
communicate material and bona fide concerns and observations of any violations in a
confidential manner.
The following were noted based on interviews and a review of the Whistle Blowing
Policy:
a. The whistleblowing policy is yet to be implemented;
b. The whistleblowing policy of uniBank does not cover the following critical elements:
I. Communication and training
II. Review of whistleblowing policy
III. Staff declaration
IV. External whistleblowing procedures
c. Suggestion boxes have not been provided at designated locations at the Head
Office.

Observation Risk
Governance Policies – Code of Conduct and Ethics External stakeholders may not be compelled to comply with the
requirements of uniBank’s code of conduct.
A code of conduct and ethics articulates the Boards direction on organisational ethics.
The code of conduct and ethics should be approved by the Board and made available to It may be difficult to address breaches and non-performance by
employees and directors of uniBank. employees and directors
The following were noted from a review of the Code of Conduct in the Staff Handbook
and Board charter respectively:
a. The Code of Conduct, in its current state, does not apply to external stakeholders
and key ethical risks have not satisfactorily been explained.
b. Employees and directors are not required to attest that they have read and
understood the Code of Conduct annually
Governance Policies – Board Remuneration Policy The Board may not attract, retain, and motivate appointees who possess
the necessary leadership qualities, skills and experience to enable
The Board has not documented and formalised a process for the remuneration of non-
uniBank achieve its strategic objectives.
executive directors (NEDs).
The Board should document and formalise a remuneration policy for compensating Non-
Executive Directors. The procedure/policy for fixing the remuneration packages of
individual directors should be formal and transparent.
Governance Policies – Succession Plan for Directors The process for the identification and selection of directors may not be
fair, transparent, competency based, inclusive and applied consistently.
Board succession planning challenges Boards to anticipate and plan for their future
needs. Director succession should be a continuous process that is regularly considered Director succession may not be consistent with the focus on evaluating
so that changes in the Board composition can be anticipated and planned for in the balance of skills, knowledge, experience, independence and diversity
advance. of the Board.
uniBank has not documented and formalised a succession plan for the Board
(chairperson and directors).
Appendix
- 3.2 Compliance and regulatory review
GRC (Compliance and regulatory review) - background and objectives

Background
 Review the CAML function’s activities;
The Compliance and Anti Money Laundering (CAML) function is a key element
of the corporate governance framework of uniBank. The CAML function is  Assess uniBank’s compliance with BoG requirements.
responsible for the oversight of uniBank’s adherence to BoG directives and
other regulatory requirements including the coordination of the Bank’s risk/AML-
CFT compliance programme.
The responsibilities of the CAML function includes the following:
 Develop and implement practices and processes to ensure compliance with
uniBank regulatory obligations;
 Monitor uniBank’s compliance with the object of meeting BoG directives and
other regulatory obligations;
 Maintain and raise the level of awareness of uniBank’s regulatory obligations
for effective compliance management. Educate employees and offer
specialist advice on regulatory matters/updates;
 Take appropriate corrective action with a view to preventing recurrence of
incidents of noncompliance, violations or breaches.
Objective
The objective of the assignment was to assess the activities of the CAML
function noting the requirements of the Bank of Ghana (BoG) and leading
guidance and confirm whether the CAML function was effective in the
discharge of its duties.
Scope of work
The scope of our review covered the period 2016 to 2017:
 Review the adequacy of CAML’s structure;
GRC (Compliance and regulatory review) - governance structure

The Head of the CAML function reported functionally to the Board of Directors (Board) and administratively to the Chief Executive Officer (CEO). The CAML function
comprised of six (6) staff including the Head of CAML.
There are two (2) officers/managers who report to the Head of CAML. Each officer has two subordinates that report directly to them.
Governance Structure Compliance and AML
Board of Directors
Head Compliance and

AML
Statutory & KYC/CDD

AML/CFT Regulatory EDD
Officer Compliance Compliance
Officer Analyst
Fraud Prevention
Internal Policy and KYC and CDD Compliance
and Electronic
Sanctions Screening Support Support
Banking Transaction
Officer Officer Officer
Advisory Services
GRC (Compliance and regulatory review) - approach and methodology

The approach to this assignment was based on KPMG’s proprietary
methodology that focuses on three key aspects of a CAML function. The
Approach
diagram below has details of the approach.
K’Sprint Methodology The following activities were performed:
1. Reviewed CAML’s policies and procedures, guidelines, tools and
Positioning People Process information that governs uniBank’s compliance functions.
2. Interviewed relevant stakeholders (Head of CAML function, compliance
Does the positioning Does the CAML Does the CAML regulatory manager and selected staff) to obtain an understanding of
of the CAML function function have the function and the working processes, staff skills/competences, training program for
within the business right staffing to processes enable staff etc.
allow it to contribute deliver on agreed achievement of its
to business objectives? core objectives and 3. Performed walkthrough to corroborate our understanding of the
performance? responsiveness to working process
changing business
4. Assessed the compliance function’s role within the Bank and the
needs?
adequacy and nature of its scope of work
5. Reviewed the adequacy of the working processes
Planning & Risk
Mandate Staffing Strategy 6. Assessed the adequacy of CAML staffing strategy including the current
Assessment
skills and expertise of the CAML staff
p
Nature of work Career 7. Reviewed the career development plans of selected staff to
Delivery understand the appraisal process
Development
8. Ascertained procedures followed to identify the training needs of staff
Structure Competencies 9. Identified gaps by comparing existing work practices with BoG
Reporting
requirements and leading practices
Relationship
Culture Follow-Up
Management
Function
Funding Rewards &
Management &
Appraisal
Development
GRC (Compliance and regulatory review) – positioning and people

Observation Risk
Reporting Structure • Critical CAML breaches may not be
identified and reported to the Board
The Head of CAML reported functionally to the Board and administratively to the CEO.
and CEO in a timely manner.
Through the performance of its activities, the CAML function at uniBank served as a critical resource for the Board in meeting
stakeholder compliance requirements.
The CAML department issued eight (8) reports on compliance and anti money laundering activities to the Board between
January 2016 and December 2017. There was no evidence to support that the CAML department followed up the reports sent
to the Board. Neither was there any evidence that the Board issued directives to the CAML department.
The CAML department issued six (6) reports to the CEO between January 2016 and December 2017.
Details of the reports are as follows:
1. February 2017 Compliance Report – Details compliance related activities for 2016
2. February 2018 Compliance Report - Details compliance related activities for 2017
3. Four (4) additional reports on Anti Money Laundering and Combatting the Financing of Terrorism (AML/CFT) activities were
issued to the CEO.
The CEO did not receive regular compliance reports.
Periodic updates to the CEO on compliance related matters would have assisted the CEO and other senior executives in
deploying measures to safeguard the business.
Training Strategy
Staff of the CAML function attended periodic trainings on regulatory, compliance updates and emerging trends to assist them • Staff may select and attend training
perform their functions. programmes that are not relevant for
However, there was no formal process to identify trainings for personnel in the CAML department. Consequently, there was achieving the objectives of the CAML
no formal alignment of trainings attended with actual competency gaps. department
GRC (Compliance and regulatory review) - processes

Observation Risk
Monitoring of Reports
The CAML function coordinated the timely preparation and submission of a number of reports to BoG and other relevant • Some regulatory reports may not be
institutions such as Money Transfer Organisations (MTO), FATCA, Financial Intelligence Centre, EOCO, etc. This process was submitted in a timely manner which
monitored via a dashboard designed by the CAML function. could lead to uniBank being fined by
uniBank was unable to submit some reports in a timely fashion due to the following reasons: BoG.
• uniBank may be classified as a high
• Lack of coordination between the CAML function and other departments responsible for generating such reports risk institution by relevant institutions
• The dashboard tracker was not configured to alert relevant departments and stakeholders on submission dates if reports required to be submitted are
• There was no process to sanction individuals for failure to generate and submit reports in a timely manner. unduly delayed.
Breaches and infractions to regulatory authorities

As part of their functions, CAML was to facilitate the review of controls to detect, prevent and monitor key compliance and • Breaches to BoG regulations may
regulatory obligations particularly with external stakeholders. result in uniBank loosing its license.
The following breaches were identified from our review:
• Violations of reporting timelines • Payment of fines to BoG and other
• Non submission of returns relevant institutions may result in
• Other infractions to BoG and other institutions. reputational challenges to the Bank.
Our reviews were based on reports made available to us by the CAML and Finance functions.
The following were identified from a review of the reports:
• Seven (7) breaches in 2018
• Four (4) breaches in 2017
• Four (4) breaches in 2016
uniBank operated as a primary dealer in securities without a license from the regulator, Securities and Exchange Commission
(SEC). uniBank was fined by SEC for this infraction and had to pay a fine of GH¢54,000 in 2017 for trading in an unlicensed
business.
uniBank opened and operated fourteen (14) branches across the country in January 2016 without approval from the BoG. There
was no evidence that BoG approved the expansion of branches.
Reports/returns issued to the Banking Supervision Department (BSD) of BoG for September 2017 were inaccurate. uniBank
submitted a letter to BoG explaining the cause as a system challenge in migrating to a new core banking software R15.
There was no evidence of a response from BoG to the letter explaining the differences.
The following pages (165 – 167) provides details of breaches to BoG and other regulators as well as additional irregularities
noted during our review.
GRC (Compliance and regulatory review)– processes (breaches)

The table below shows seven(7) violations extracted from compliance reports identified in the year 2018.
2018 - Breaches
No Report Name Institution Frequency of Amount Involved Duration of non Comments

Submission Submission
1 BSD 1 & Foreign Open Positions (BOG) – Bank of Ghana Weekly N/A From 19 March N/A
weekly reports 2018 to 15 May
2018
2 BSD reports (BoG) Bank of Ghana Monthly often on 10th N/A January to April N/A
Monthly reports of each month 2018
3 Loan Data to Credit Reference Bureau Credit Reference Monthly often on 15th N/A March and April N/A
(CRBs) Bureau of each month 2018
4 Data Capture Report -AML Risk Bank of Ghana Quarterly (15th of the N/A N/A
Assessment Sheet (Financial Stability subsequent month 1st Quarter 2018
Dept. (FSD-BOG) after the quarter)
5 Bank’s Audited Financial Statements Bank of Ghana 3 months after the N/A As at 31 March N/A
end of the financial 2018
year – December
2017
6 Bank’s Audited Financial Statements Ghana Revenue 4 months after the N/A As at 31 April 2018 N/A
Authority end of the financial
year
7 Non-Adherence to AML procedures by Money Transfer February 2108 N/A N/A

Sub-agent FLAs in paying money Organisations
remittances
GRC (Compliance and regulatory review) – processes (breaches)

The table below shows four(4) violations extracted from compliance reports identified in the year 2017.
.
2017 - Breaches
No Report Name Institution Frequency of Amount involved Duration of Non Comments
submission Submission
1 Credit Reference Bureaus Bank of Ghana Monthly N/A October 2017 to N/A
January 2018
2 BSD reports (BoG) Bank of Ghana Monthly often on N/A December 2017 to date N/A
Monthly reports 10th of each month
3 Request for information on Bank of Ghana As and when N/A Accounts record request for
clients account required 19 June 2017 to 22 DAVID IDDI ASOKIWINE
June 2017 which deadline fell on 19
June 2017 was submitted
to FIC on 22 June 2017
4 Regulatory fine from Securities and One off Fined uniBank with a N/A
Securities and Exchange Exchange penalty of The fine occurred on January
Commission (SEC) Commission 4, 2017
for operating as a primary GH¢54,000
dealer in securities without
obtaining a licence from the
Regulator
GRC (Compliance and regulatory review) – processes (breaches)

The table below analyses four (4) violations identified in the year 2016.
2016 - Breaches
No Report Name Institution Description Duration of non- Comments
Submission
1 Foreign Account Tax Compliance IRS - USA Deadline has been breached – Branches are unable to N/A The issue
Act (FATCA) data submission reach most of the clients to provide the needed data occurred on 4
February 2016
2 No Written Approval from BoG for Bank of Ghana Fourteen (14) business offices that were opened in the N/A The incidence
fourteen (14) Business Offices year 2016 do not have written Bank of Ghana’s happened on 7
opened in the year 2016 yet to be approvals in accordance with regulatory directives on February 2016
obtained. branch openings
3 Active operation of Foreign- Ghana Wholly owned foreign entities, without GIPC N/A The issue
Owned Entity accounts without Investment certification, have been found to be actively operating occurred on 15
evidence of GIPC Certification Promotion Centre their company accounts at our branches contrary to the June 2016
regulatory guidelines on Foreign Owned Entities
Investment in Ghana.
Foreigners who are signatories to such accounts

neither have resident nor work permit to operate the
accounts.
4 AML & Regulatory Request (FIC) Financial Two (2) Request for Information and documents to FIC N/A The incidence
request for information Intelligence are still pending although their request due date have occurred on 17
Centre expired. August 2016
The accounts domiciled branch (Accra Main) and the
Records Centre have not been able to locate the
account files in question since the dates of the request.
Appendix
- 3.3 Credit risk management
GRC (Credit risk management) - overview

Background
The strategic objective of the credit risk management department is to ensure that the Board of Directors
Bank maintains a high quality and diversified loan portfolio that generates profit The Board of Directors is responsible for setting out the bank’s overall risk
commensurate with the Bank’s risk appetite and target for return on investments. The appetite/tolerance levels in relation to credit risk and ensuring that the overall
key components of the control environment set for the Credit Risk Management credit exposure is maintained at prudent levels and consistent with available
Department comprised of a governance structure, policies and processes. capital. However, there is no evidence of the Board defining the risk appetite of
Objective & Scope the bank for the period under review.
To review the adequacy and adherence to policies of the credit risk management Board Committee for Credit
processes to determine key control breaches over the period of 2017 & 2018. The Board Credit Committee is empowered to approve facilities at levels set by
Approach the Board.
The following activities were carried out: Credit Risk Management Department
• Reviewed credit policies and sections of the Operational Manual that pertains to The department has been assigned the responsibility of maintaining credit
credit risk management. discipline of the Bank. Some of its key responsibilities are to ensure the
• Interviewed relevant staff within the credit risk and credit operations units to obtain following:
an understanding of the processes and activities. • business units comply with risk parameters and prudential limits established
by the Board and Credit Risk Management Committee.
• Performed walkthrough tests of the process to corroborate our understanding of
• all security documentation comply with the terms of approval and are
the credit risk management process.
enforceable.
• Selected 60 transactions to test adherence to the credit policies and processes. • facilities are disbursed only after all terms and conditions of approval have
Governance Structure been met, and all security documentation is in place.
The governance structure of uniBank is depicted in the diagram below: However, there were several cases where these responsibilities were not
discharged appropriately.
Board of Directors
Board Sub-Committee
for Credit Chief Executive Officer
Risk Management
Credit Risk
Management
Department
Business Units
Credit Credit
(SME, Monitoring Consumer
Administration Processing
Corporate)
GRC (Credit risk management) - policy breaches

uniBank drafted a credit policy document which highlights the risk management Breaches to Approval Limits
framework, policies and processes of the department. The Credit Policy document
was updated and reviewed in 2017 by the Executive Head of Credit and the The following are limits that have been set for approving authorities in the credit
Director of Risk Management and Compliance respectively. The policy has the process:
following key sections:
• Introduction and Definitions GH¢ Facility Type
• Governance Framework # Approving Authority
Secured Unsecured Fully Cash
• Credit Risk Management Strategy
• Credit Risk Management Processes 1 Board of Directors Unlimited Unlimited Unlimited
From reviews of 60 transactions, the following deviations were noted from the 2 Board Credit Committee 4,000,000 300,000 Unlimited
credit policies: 3 Management Credit Committee 1,000,000 150,000 4,000,000
Breaches to Sectorial Exposure 4 Chief Executive Officer 400,000 120,000 1,500,000
In order to balance the Bank’s portfolio and manage its overall risks, the Bank 5 Executive Director 250,000 100,000 1,000,000
defined and set thresholds for sectoral distribution of its portfolio. Director of Risk Management / Executive
6 100,000 50,000 400,000
Head of Credit Risk
The table below highlights deviations as at 20 March 2018 from the thresholds set:
7 Sanctioner 50,000 200,000
Sector Expected Actual Variation
Commerce and Finance 20% 23% -3% The Board may delegate limits in excess of the above amounts but this must in all
Manufacturing 2% 8% -6% cases be in writing and acknowledged by recipients, and records of all such
Construction 28% 31% -3% delegations retained by the credit risk management department.
The following approving authorities approved facilities in excess of their approval
Most of these facilities are overdue and outstanding.
limits:
Annual Credit Assessment
According to section 3.11.1 of the credit policy, “Credit and risk assessment # Approving Authority No. of Total Value of
should be conducted for all existing facilities at least on an annual basis for Facilities Facilities
identification and probable mitigation of risks”. However, contrary to the policy, no
1 13 GH¢119,339,142.04
annual assessment was conducted for the 60 facilities reviewed. Chief Executive Officer
US$8,400,000.00
Poor collateral documentation
Refer to pages 173 to 174 for facilities approved by the CEO
Assets that are offered as security are required to have proper legal documentation
and also register all collaterals to make them capable of realisation in case of
enforcement. However, out of the 60 facilities reviewed, the Bank had not
perfected the collateral for 16 facilities with an approved amount of
GH¢145,693,411.95 and 6 other facilities with an approved amount of
$16,628,338.14 respectively. See pages 171 to 172 for facilities for which
collaterals are not perfected.
GRC (Credit risk management) - collaterals not perfected

Owner Facility Type Approved Loan Interest Rate Expiry
18.50% per annum on Bond as and when received
Fueltrade Ltd – Gas Loan GH¢27,834,074.17 27/06/2018
Nil Residual Loan-28,968.281.42. 10% upfront
payment by client. Principal component -
Loan GH¢28,968,281.42 14,854,961.57. Interest component- 11,216,491.70.
Fueltrade Ltd – Gas Proposed Haircut on residual loan - 30% 27/06/2020
Loan GH¢5,386,328.00 18.50% per annum on Bond as and when received
Fueltrade Ltd – Gas 17/10/2018
Nil Residual Loan-28,968.281.42 10% upfront
payment by client Principal component -
14,854,961.57. Interest component - 11,216,491.70.
Restructured GH¢28,968,281.42 Proposed Haircut on residual loan - 30%
Fueltrade Ltd – Gas Loan 17/10/2019
US$5,618,371.79
Eurostar Global Limousine Ltd Loan 11% p.a 30/07/2018
GH¢6,000,000
FirstBanc Financial Services Ltd Overdraft 35% p.a 31/01/2016
Precious Minerals Marketing Co 35% p.a
Ltd Loan GH¢6,600,000 extension fee 0.5% 30/07/2020
Precious Minerals Marketing Co 35% p.a
Ltd Loan GH¢7,000,000 extension fee 0.5% 30/07/2020
First Allied Savings & Loans Co Ltd Loan GH¢13,913,052.26 38% p.a (base rate of 35%+3.00%) 31/05/2019
Fidev Company Ltd Loan GH¢3,945,000.00 32.74% p.a (base rate + 2.85%) 30/09/2014
Ghana Leasing Company Ltd Loan GH¢1,363,636.00 31/12/2013

Interest rate: 33% per annum
Star Microinsurance Serv. ltd Loan GH¢810,770.86 APR: 33.98% 31/12/2022
Interest rate: 33% per annum
Star Microinsurance Serv. ltd Loan GH¢1,250,000 APR: 33.98% 31/12/2022
GRC (Credit risk management) - collaterals not perfected

LHS Company Limited Loan US$2,505,755.35 13.00% p.a (uniBank base rate of 11.00% + 2.00%) 31/10/2017
33.00% p.a (uniBank base rate of 32.00% + 1.00%)

21st Century Construction Loan GH¢5,233,908.44 Restructuring fee-1.00% 31/12/2015
12% P.A (base rate of 11,00% + 1.00%
Imperial Homes Loan US$2,104,211.00 APR-14.05% 30/09/2020
13.00% (base rate of 11.00% + 2.00%)

Genesis Overdraft US$400,000.00 16.43% 31/05/2016
Greenlands Overdraft US$5,000,000.00 12.00% p.a (base rate of 11.00% + 1.00%) 31/07/2018
Accuid Biometrics Loan GH¢5,463,234.38 37.00% p.a (base rate of 35.00%+ 2.00%) 30/09/2017
Nataco Beach Resort Loan GH¢320,000.00 34.00% p.a (base rate of 33.00% + 1.00%) 31/10/2016
GRC (Credit risk management) - loans approved by CEO

Fueltrade Ltd - Gas Loan ( Validated claims from GH¢27,834,074.17 18.50% per annum on Bond as and 27/06/2018
Government of Ghana under when received
the Chamber of Bulk Oil
Distributors repayment
arrangement)
Fueltrade Ltd - Gas Loan ( Outstanding Validated GH¢28,968,281.42 Nil 27/06/2020

claims from Government of Residual Loan-28,968.281.42
Ghana under the Chamber of 10% upfront payment by client
Bulk Oil Distributors Principal component -14,854,961.57
repayment arrangement Interest component- 11,216,491.70
Proposed Haircut on residual loan - 30%
Fueltrade Ltd - Gas Loan (Residual debts net of GH¢5,386,328.00 18.50% per annum on Bond as and 17/10/2018
attribution , penal interest when received
and refinancing charges,
10% upfront payment by
client and further 30%
Haircut)
Fueltrade Ltd - Gas Restructured Loan GH¢28,968,281.42 Nil 17/10/2019

Residual Loan-28,968.281.42 10%
upfront payment by client Principal
component -14,854,961.57
Interest component- 11,216,491.70
Proposed Haircut on residual loan - 30%
EIB Network -Kasapa Fm Overdraft GH¢2,300,000.00 34% p.a (base rate of 33.00% +1.00%) 30/04/2017
Nana Nkansah Boadu Ayeboafo Overdraft GH¢8,000,000.00 36% p.a (base rate of 35.00% + 1.00%) 31/05/2018
GRC (Credit risk management) - loans approved by CEO

Fresh Bites Gourmet Foods Loan GH¢762,113.84 34% (base + 1) 31/03/2018
U-Comm Ltd Loan GH¢5,980,509.63 37.00% p.a (uniBank base rate of 30/09/2019
35.00% + 2.00%)
APR- 37.69%
Genesis Overdraft US$400,000.00 13.00% (base rate of 11.00% + 2.00%) 31/05/2016
16.43%
FirstBanc Financial Services Ltd Overdraft GH¢6,000,000 35% p.a 31/01/2016
Prime Properties Loan US$8,000,000.00 34% p.a (base rate of 33.00% +1.00%) 31/12/2021
Comida Limited Loan GH¢2,639,553.56
uniCredit Overdraft GH¢2,500,000.00 33.00% p.a 31/01/2016
GRC (Credit risk management) - process and controls

Credit Process and Controls Controls No. of
The credit policy and operation manual defined the processes required to be Breaches
followed for executing a credit activity or transaction.
a. Clients make a request in writing to uniBank applying for a 14
Below are the sub-processes in the credit processes and the key control loan or overdraft facility (letter or Board resolution to borrow)
point/activity embedded in each of the sub-process
b. RMs in the respective business unit review clients' application 5
and document a business case for each facility
a b c d e f g c. Credit Risk unit performs credit analysis on clients who apply 5

for facilities and recommend either approval or rejection
Start
Credit Initiation/ A d. The risk analysis sheet is reviewed and signed off by the 5
Credit Risk Credit Approval
Facility Credit Risk unit head
Analysis
Application
e. Personnel with appropriate authority (approval limits as 21
defined in the Policy) shall at all times approve a facility. The
h i j aggregate exposure shall be the basis to determine the
approval authority required to approve a facility
Credit
A Processing &
Security Facility
End f. An offer made to the customer after approval by authorised 5
Documentation Monitoring and/
Disbursement Recovery
persons must be accepted within two weeks
g. Facility contracts are required to be signed at all times by two 14

persons.
h. All pre-disbursement conditions must be fulfilled before funds 27

are disbursed except in the case where such conditions are
waived
i. uniBank shall validate documentation presented in respect of 25

collateral and perfect its interest in the security provided
j. Timely escalation of bad/ delinquent facilities to appropriate 18

authority.
The subsequent pages (176 to 191) provides examples of facilities with

credit policy breaches.
GRC (Credit risk management) - control breaches

No Evidence of Requests From Applicants (60 Samples)
Owner` Facility Type Approved Loan Interest Rate Expiry

GH¢47,181,226.24
Logistic Support Ser-uniBank Ghana Loan 36% 31/12/2018
Logistic Support Ser-uniBank Ghana Overdraft GH¢15,000,000.00 36% 31/12/2017
Prime Properties Loan $8,000,000.00 34% p.a (base rate of 33.00% +1.00%) 31/12/2021
GH¢19,980,000.00 34% per annum (uniBank base of 33% + 1.00%) APR-
($6,000,000.00) 34.87%
Max Estate Limited Term Loan 31/12/2020
($2,000,000) 34.87%
($2,000,000) 34.87%
Star Microinsurance Serv Ltd Loan GH¢810,770.86 Interest rate: 33% per annum APR: 33.98% 31/12/2022
Star Microinsurance Serv Ltd Loan GH¢1,250,000 Interest rate: 33% per annum APR: 33.98% 31/12/2022
Paloma Hotel Ghana Ltd Loan GH¢2636845.00 34.5% p.a (base rate of 33.00% + 1.50%) 29/02/2020

21st Century Construction Loan GH¢5,233,908.44 Restructuring fee-1.00% 31/12/2015
Anointed Electricals Overdraft GH¢500,000.00 34.00% (base rate of 33.00% + 1.00%) 30/06/2016
Maximil Logistics Loan GH¢15,450,000.00 36.00% p.a (base rate of 35.00% + 1.00%) 31/12/2017
Accuid Biometrics Loan GH¢5,463,234.38 37.00% p.a (base rate of 35.00%+ 2.00%) 30/09/2017

No Evidence of Requests From Applicants (60 Samples)
EIB Network Overdraft GH¢2,300,000.00 34% p.a (base rate of 33.00% +1.00%) 30/04/2017

U-comm Ltd Loan GH¢5,980,509.63 30/09/2019
APR- 37.69%
Safo Nyame Loan GH¢2,077,718.62 36.00% p.a (base rate of 35.00% + 1.00%) 30/06/2022
Safo Nyame Overdraft GH¢500,000.00 36.00% p.a (base rate of 35.00% + 1.00%) 01/07/2018

Lack of Documentation of Risk Analysis Performed (60 Samples)
35% p.a
Precious Minerals Marketing Co Ltd Loan GH¢6,600,000
extension fee 0.5% 30/07/2020
35% p.a
Precious Minerals Marketing Co Ltd Loan GH¢7,000,000
extension fee 0.5% 30/07/2020
13.00% (uniBank $rate + 2.50%)

Asona Gold Mines Limited Loan US$1,000,000 31/08/2011
APR 16.22%
Maximil Logistics Loan GH¢15,450,000 36.00% p.a (base rate of 35.00% + 1.00%) 31/12/2017
Abe Classics Enterprise Loan GH¢2,013,960 34.00% p.a (base rate of 33.00% + 1.00%) 31/06/2019

No Evidence of Review of Risk Analysis by Credit Risk Head (60 Samples)

35% p.a
Precious Minerals Marketing Co Ltd Loan GH¢6,600,000 extension fee 0.5% 30/07/2020
35% p.a
Precious Minerals Marketing Co Ltd Loan GH¢7,000,000 extension fee 0.5% 30/07/2020
13.00% (uniBank $rate + 2.50%)
Asona Gold Mines Limited Loan US$1,000,000 APR 16.22% 31/08/2011
Maximil Logistics Loan GH¢15,450,000 36.00% p.a (base rate of 35.00% + 1.00%) 31/12/2017
Abe Classics Enterprise Loan GH¢2,013,960 34.00% p.a (base rate of 33.00% + 1.00%) 10/06/2019

Lack of Appropriate Approval of Facility (60 Samples)
Akuafo Adamfo Marketing Co Ltd Loan GH¢40,000,000 04/06/2016
Logistic Support Ser-uniBank Ghana Loan GH¢47,181,226.24 36% 31/12/2018
Fueltrade Ltd - Gas GH¢27,834,074.17 18.50% per annum on Bond as and when
Loan ( Validated claims from received
Government of Ghana under the 27/06/2018
Chamber of Bulk Oil Distributors
repayment arrangement)
Fueltrade Ltd - Gas GH¢28,968,281.42 Nil. Residual Loan-28,968.281.42 . 10% 27/06/2020
Loan ( Outstanding Validated upfront payment by client.Principal
claims from Government of Ghana component -14,854,961.57 Interest
under the Chamber of Bulk Oil component- 11,216,491.70. Proposed Haircut
Distributors repayment on residual loan - 30%
arrangement
Fueltrade Ltd - Gas Loan (Residual debts net of GH¢5,386,328.00 18.50% per annum on Bond as and when 17/10/2018
attribution , penal interest and received
refinancing charges, 10% upfront
payment by client and further 30%
Haircut)
Fueltrade Ltd - Gas Nil. Residual Loan-28,968.281.42 10% 17/10/2019
upfront payment by client Principal
GH¢28,968,281.42 component -14,854,961.57 Interest
Restructured Loan component- 11,216,491.70. Proposed Haircut
on residual loan - 30%
Precious Minerals Marketing Co Ltd Loan GH¢6600000 35% p.a 30/07/2020
extension fee 0.5%
extension fee 0.5%

Lack of Appropriate Approval of Facility (60 Samples)

Fresh Bites Gourmet Foods Loan GH¢762113.84 34% (base + 1) 31/03/2018
K-Net Loan US$13,500,000.00 12.50% p.a (uniBank base rate of 11.00% + 1.00%) 30/04/2017
APR- 15.35%
U-Comm Ltd Loan GH¢5,980,509.63 37.00% p.a (uniBank base rate of 35.00% + 2.00%) 30/09/2019
APR- 37.69%

16.43%
Abe Classics Enterprise Loan GH¢2,013,960.00 34.00% p.a (base rate of 33.00% + 1.00%) 10/06/2019

Absence of offer letter (60 Samples)

Ghana Leasing Company Limited Loan GH¢1,363,636.00 31/12/2013
Ba-iseng Loan GH¢10,903,637.8
Imperial Homes Loan US$2,104,211.00 12% P.A (base rate of 11,00% + 1.00% 30/09/2020
APR-14.05%

Absence of Dual approval of Facility (60 Samples)

Logistic Support Ser-uniBank Ghana Loan GH¢47,181,226.24 36% 31/12/2018
Fueltrade Ltd - Gas Loan GH¢27,834,074.17 18.50% per annum on Bond as and when received 27/06/2018
Fueltrade Ltd - Gas Loan GH¢28,968,281.42 Nil. Residual Loan-28,968.281.42. 10% upfront payment by 27/06/2020
client. Principal component -14,854,961.57. Interest component-
11,216,491.70. Proposed Haircut on residual loan - 30%
Fueltrade Ltd-gas Loan GH¢5,386,328.00 18.50% per annum on Bond as and when received 17/10/2018
Fueltrade Ltd - Gas Restructured Loan GH¢28,968,281.42 NiL. Residual Loan-28,968.281.42 10% upfront payment by 17/10/2019
client. Principal component -14,854,961.57. Interest
component- 11,216,491.70. Proposed Haircut on residual loan -
30%

extension fee 0.5%

Pre-Disbursement Conditions Not Fulfilled (60 Samples)

Eurostar Global Limousine Ltd Loan US$5,618,371.79 11% p.a 30/07/2018

extension fee 0.5%
Asona Gold Mines Limited Loan US$1,000,000.00 13.00% (uniBank $rate + 2.50%) 31/08/2011
APR 16.22%
Fountain Gate Chapel - Ofankor Branch Loan GH¢3,200,000.00 32.41% p.a (base rate of 31.56% + 0.85%) 31/03/2019
Star Microinsurance Serv Ltd Loan GH¢810,770.86 Interest rate: 33% per annum 31/12/2022
APR: 33.98%
NN Electrical& Mechanical Int Ltd Loan GH¢1,000,000.00 35% p.a 31/07/2016
Paloma Hotel Ghana Ltd Loan GH¢2636845.00 34.5% p.a (base rate of 33.00% + 1.50%) 29/02/2020
Astobaf Enterprise Overdraft GH¢100,000.00 30.45% p.a (base rate + 5.50%) 31/03/2012

No evidence of Monitoring and Recovery (60 Samples)

Joshob Construction Loan GH¢11,945,415.32 32% p.a (base rate of 26.93% p.a + 5.07%) 30/11/2014
Astobaf Enterprise Overdraft GH¢100,000.00 30.45% p.a (base rate + 5.50%) 31/03/2012
Maripoma Enterprise Ltd Loan GH¢16,892,237.08 37.00% p.a (uniBank base rate of 35.00% + 2.00%) 30/04/2018
21st Century Construction Loan GH¢5,233,908.44 33.00% p.a (uniBank base rate of 32.00% + 1.00%) 31/12/2015
Restructuring fee-1.00%

No evidence of Monitoring and Recovery (60 Samples)

Ba-Iseng Loan GH¢10,903,637.8

16.43%
Greenlands Overdraft US$5,000,000.00 12.00% p.a (base rate of 11.00% + 1.00%) 31/07/2018
Igit Co Limited Loan €6,651,500.00 36.00% (base rate of 35.00% + 1.00%) 31/12/2021
Anointed Electricals Overdraft GH¢500,000.00 34.00% (base rate of 33.00% + 1.00%) 30/06/2016
Alban Logistics Loan GH¢12,201,852.59 35.00% p.a 31/07/2022
Abe Classics Enterprise Loan GH¢2,013,960.00 34.00% p.a (base rate of 33.00% + 1.00%) 10/06/2019

Not properly approved (Top 200 Customers exposures)
A review of loan files for the top 200 customer exposures revealed that some credit facilities were not properly approved Details of exposures not properly approved are
captured in the subsequent slides:
Owner Approved Loan (GH¢) Approved by

ATTACHY CONSTRUCTION LIMITED 32,917,629.76 CEO
ATTACHY CONSTRUCTION LIMITED 11,666,666.68 CEO
SMAGOW RESOURCES (GH) LTD 22,080,422.78 CEO
K-NET LIMITED 41,730,466.54 CEO
SPRINGFIELD ENERGY LIMITED 13,037,449.86 CEO
SPRINGFIELD ENERGY LIMITED 28,522,832.23 CEO
CYMAIN GHANA LIMITED 8,690,580.26 CEO
CYMAIN GHANA LIMITED 2,315,814.27 CEO
FUELTRADE LTD - GAS 14,613,765.19 CEO
FUELTRADE LTD - GAS 18,250,017.30 CEO
A MINERALS LIMITED 27,485,309.78 CEO
NATIONWIDE INT PROCUREMENT GH
LTD 25,410,305.96 CEO
WESTERN DUTIES LIMITED 16,000,000.00 CEO
WESTERN DUTIES LIMITED 8,453,132.83 CEO
FIRSTBANC FINANCIAL SERVICES LTD 18,284,940.04 CEO
UNICREDIT GHANA LIMITED 3,641,758.09 CEO
CONTINENTAL VILLA LTD 1,997,450 CEO
KWAKU ADADE TAKYI 730,000 CEO
KWAKU ADADE TAKYI 650,000 CEO
WAYOE ENGINEERING& CONST LIMITED 1,122,981 CEO
KODSON PLUS COMPANY LTD A/C.1 1,999,018 CEO
NANA NKANSAH BOADU AYEBOAFO 1,657,553 CEO
STEVEN NANA YAW OFORI-ATTA 1,165,903 CEO
GREENLANDS COMMODITIES LTD 14,006,097 Head, Credit

Loans not properly approved (Top 200 customer exposures)
Owner Approved Loan (GH¢) Approved by
SWIFT COMMODITIES LIMITED 5,853,477 CEO

SWIFT COMMODITIES LIMITED 17,140 CEO
QUALITY LINKS & SUPPLY
LIMITED(RESTRUCTURED) 1,055,040 Executive Head, Corporate Banking
LIMITED(RESTRUCTURED) 197,444 Executive Head, Corporate Banking
JOLITHANKS ENTERPRISES LIMITED 1,052 Executive Head, Corporate Banking
JOLITHANKS ENTERPRISES LIMITED 12,222,175 Executive Head, Corporate Banking
ABE CLASSICS ENTERPRISE 3,632,178 Head Credit Risk Management
SAFO NYAME COLD STORES LIMITED 2,480,814 CEO
MAXIMIL LOGISTICS ENTERPRISE 15,556,544 Head, Corporate Banking
ALEXIDOR ENTERPRISE 15,000,000 CEO
ANOINTED ELECTRICAL ENGINSERVICES L 488,938 CEO
ANOINTED ELECTRICAL ENGINSERVICES
LIMITED 499,992 CEO
SAGE PETROLEUM LTD 15,160,928 CEO
OSEKWADWO ENTERPRISE 1,105,320 CEO
SEV GHANA LTD 2,839,306 CEO
GENESIS OIL& GAS SERVICES LIMITED 2,079,501 CEO

Loans not properly approved (Top 200 customer exposures)
A review of loan files for the top 200 customer exposures revealed that some credit facilities were not approved. Details of the exposures with exceptions noted are
captured in the subsequent slides:
No Owner Amount (GH¢) No Owner Amount (GH¢)

1 LHS GHANA LIMITED 24,169,092.93 21 AKUAFO ADAMFO MARKETING CO LTD 31,234,993.26
2 LHS GHANA LIMITED 17,207,864.44 22 FUZAK COMPANY LIMITED 13,517,060.36
3 LHS GHANA LIMITED 9,368,698.41 23 FUZAK COMPANY LIMITED 127,100.09

6 ATTACHY CONSTRUCTION LIMITED 1,111,311.54 26 FUZAK COMPANY LIMITED 11,666,666.66
7 ATTACHY CONSTRUCTION LIMITED 978.04 27 LOGISTICS SUPPORT SERVICES 17,893,203.37
8 UNIPRECISION PROJECT ACCOUNT 22,813,833.94 28 LOGISTICS SUPPORT SERVICES 47,181,226.24
9 UNIPRECISION PROJECT ACCOUNT 13,466,137.00 29 VOLTA IMPEX LIMITED 42,713,469.37
10 UNIPRECISION PRINTING PRESS CO LTD 15,599,773.16 30 MYTURN LIMITED 2,420.62
11 UNIPRECISION PROJECT ACCOUNT 68,389,100.00 31 JOSHOB CONST CO LTD 3,582.70
12 RLG COMMUNICATIONS LIMITED 115,237,672.35 32 JOSHOB CONST CO LTD 52,957.20
13 RLG COMMUNICATIONS LIMITED 3,258,407.01 33 JOSHOB CONST CO LTD 48,075.42
14 RLG COMMUNICATIONS LIMITED 59,050.21 34 JOSHOB CONST CO LTD 72,754.41
15 CASSEL ENERGY LIMITED 457,150.86 35 BLU TELECOMMUNICATIONS LIMITED 3,671,390.14
16 CASSEL ENERGY LIMITED 15,252,165.37 36 BLU TELECOMMUNICATIONS LIMITED 2,683,524.11
17 CASSEL ENERGY LIMITED 67,506,660.00 37 BLU TELECOMMUNICATIONS LIMITED 39,492.82
18 SMAGOW RESOURCES (GH) LTD 429,296.23 38 BLU TELECOMMUNICATIONS LIMITED 30,495,507.12
19 AFRICAN INDEPENDENT COASTAL SER LTD 5,702,503.98 39 BLU TELECOMMUNICATIONS LIMITED 8,572,627.05
20 AFRICAN INDEPENDENT COASTAL SER LTD 478,468.46 40 BLU TELECOMMUNICATIONS LIMITED 944,453.24
21 AFRICAN INDEPENDENT COASTAL SER LTD 400,076.15 41 NUMA LOGISTICS LTD 9,543,534.51
22 AFRICAN INDEPENDENT COASTAL SER LTD 82,590,288.77 42 NUMA LOGISTICS LTD 90,426.57
23 GHANA LIBYAN ARAB HOLDING CO LTD 78,307,568.60 43 NUMA LOGISTICS LTD 24,335,068.49
24 AKUAFO ADAMFO MARKETING CO LTD 46,781,369.86 44 NUMA LOGISTICS LTD 10,778,794.52

Loans not properly approved (Top 200 customer exposures) cont’d
No Owner Amount (GH¢) No Owner Amount (GH¢)

41 PROMPT SUPPLIES SOLUTION GH. LTD 308,150.73 65 EUROSTAR GLOBAL LIMOUSINE LTD 73,221.29
42 GR CONSTRUCTION AND SERVICES LTD 11,333,189.04 66 EUROSTAR GLOBAL LIMOUSINE LTD 45,622.50
43 GR CONSTRUCTION AND SERVICES LTD 108,442.59 67 EUROSTAR GLOBAL LIMOUSINE LTD 2,083.34
44 GR CONSTRUCTION AND SERVICES LTD 17,590,778.08 68 MARIPOMA ENTERPISE LIMITED 367.38
45 GR CONSTRUCTION AND SERVICES LTD 9,014,991.78 69 MARIPOMA ENTERPISE LIMITED 282.13
46 BELSTAR CAPITAL LIMITED 36,738,249.07 70 MARIPOMA ENTERPISE LIMITED 1,584.09
47 MOBILE ZONE LTD 6,476.71 71 SCANPLUS ENTERPRISE 80,794.24
48 MOBILE ZONE LTD 18,029.41 72 AFRIWAVE TELECOM GHANA LIMITED 41,429.65
49 MOBILE ZONE LTD 230,420.40 73 AFRIWAVE TELECOM GHANA LIMITED 3,506,585.15
50 MOVELLE COMPANY LIMITED 74,900.31 74 UNIVERSAL CRYSTAL PRINT GHANA LTD 17,903.45
51 MOVELLE COMPANY LIMITED 6,051,048.21 75 UNIC SOLUTIONS LIMITED 800,033.51
52 MOVELLE COMPANY LIMITED 56.68 76 UNIC SOLUTIONS LIMITED 17,818,185.79
53 MOVELLE COMPANY LIMITED 6,762,000.59 77 FIRSTBANC FINANCIAL SERVICES LTD 57,731.88
54 MOVELLE COMPANY LIMITED 22,230,884.76 78 HARDWICK LIMITED 17,861,186.84
55 GOLD COAST PIONEER CONSTRUCTION LTD 8,731.87 79 OILCHANNEL LIMITED 10,189,249.68
56 STARMOUNT DEVELOPMENT CO. LTD 20,250,000.00 80 OILCHANNEL LIMITED 7,666,760.16
57 STARMOUNT DEVELOPMENT CO. LTD 10,500,000.00 81 SEC-PRINT GHANA LIMITED 5,082,859.93
58 A A MINERALS LIMITED 21,655.75 82 VALUE DELIVERY SERVICES 9,000,000.00
59 APEX POLLUTION CONTROL CO LTD 25,102,840.79 83 VALUE DELIVERY SERVICES 8,000,000.00
60 APEX POLLUTION CONTROL CO LTD 1,658,717.93 84 HON KLENAM GIFTY 924,512.63
61 APEX POLLUTION CONTROL CO LTD 736,469.98 85 PARKWAY DEVELOPERS LIMITED 8,709,854.62
62 CONSTRUCTION LOGISTICS LIMITED 27,287,826.29 86 GRACCO MERCHANTS LIMITED 409,449.19
63 NATIONWIDE INT PROCUREMENT GH LTD 212,615.24 87 GRACCO MERCHANTS LIMITED 1,358,249.59
64 IGIT COMPANY LIMITED 61,643.29 88 GRACCO MERCHANTS LIMITED 47,703.81

Loans not properly approved (Top 200 customer exposures) cont’d
No Owner Amount (GH¢)
89 LESITA COMPANY LIMITED 1,086,752.09

90 PRODUCTION PLUS GH LTD 815,092.18
91 PRODUCTION PLUS GH LTD 45,552.73
92 OQUAYE MIKE PROF 967,008.44
93 EURO EASI ENTERPRISE 948,157.64
94 BELKON PHARMACY LIMITED 3,067,083.62
95 TIZACO CONSTRUCTION LIMITED 50.04
96 TIZACO CONSTRUCTION LIMITED 3,200.99
97 TIZACO CONSTRUCTION LIMITED 2,183,132.33
98 MACBELLS COMPANY LIMITED 1,738,409.81
99 MACBELLS COMPANY LIMITED 4,436.34
100 OCEAN WINE ENTERPRISE 244,393.22
103 KT VICHRIS CO LTD 246,193.78
104 KT VICHRIS CO LTD 701,963.86
105 CALLENS SOLUTIONS LIMITED 703,894.66
106 CALLENS SOLUTIONS LIMITED 12,000,000.00
107 CALLENS SOLUTIONS LIMITED 3,658,092.06
108 YAW ADDO DEVELOPMEENTS LIMITED 7,984,210.59
109 YAW ADDO DEVELOPMEENTS LIMITED 1,500,710.19
110 CROMPTON LOGISTICS LIMITED 8,868,960.31
111 TG FINANCE & LEASING GHANA LIMITED 8,868,960.31
112 INTEGRATED PROPERTIES LTD 6,115,077.44
113 SAVANNA PRIDE LIMITED 3,263,731.32
114 STAR GOLDFIELD LTD 2,381,905.17
Appendix
- 3.4 Internal audit function review
GRC (Internal audit function review) – background and objectives

Background
Internal Audit (IA) served as the third line of defence of the governance framework
at uniBank. The IA function provided assurance to the Board through the Board
Audit Committee (BAC) regarding the adequacy and effectiveness of controls, risk
management and governance processes.
The IA Charter defined the purpose, authority and mandate of the IA function. The
charter was consistent with the requirements of the International Professional
Practice Framework (IPPF).
Objective
The objective of this review was to assess the activities of the IA function and
determine whether the IA function was effective in the discharge of its duties
during the period (2016 and 2017) and consistency with the requirement of the
IPPF.
Scope
The scope of work included the following:
• The activities of the IA function for 2016 and 2017
• The structure of the IA function
GRC (Internal audit function review) – approach and methodology

The approach to the work was aligned with KPMG’s proprietary methodology that
Approach
focuses on three key aspects of an effective IA function’s performance, shown in
the diagram below: Our approach to the work involved a combination of document review and
interviews as summarised below:
K’Sprint Methodology
1. Review of IA function’s policies and procedures, charter, risk based audit plan
Positioning People Process to understand the guidance, mandate, tools and information that governs the
Bank’s IA function.
Does the positioning Does the internal Does the internal 2. Interview with the Executive Head of the IA function, audit managers and
of the internal audit audit function audit function’s selected IA staff to understand the planning processes, IA staff
function within the have the right processes enable skills/competences, training offered etc.
business allow it to staffing to deliver achievement of its
contribute to business on agreed objectives and 3. Perform walkthrough to corroborate our understanding
performance? objectives? responsiveness to
4. Assess the adequacy of Internal Audit staffing strategy including the current
changing business
skills and expertise of the Internal Audit staff
needs?
5. Verify reporting relationships between the IA function and the Board as well
Mandate Planning & Risk as senior management to assess the independence of the IA function
Staffing Strategy
Assessment
p 6. Review of the risks assessment processes leading to the development of the
Career risk based IA plan to understand how auditable areas in the Bank are
Nature of work determined.
Development Delivery
7. Assess the adequacy of audit planning, execution and reporting processes;
Structure including the use of technology to drive efficiency in the audit cycle.
Competencies Reporting
8. Review a sample audit reports and work papers to assess the level of
compliance with IIA Standards and leading practices.
Relationship
Management Culture Follow-Up 9. Review of the career development plan of selected IA staff to understand
how they are appraised and how skills needs are assessed and supported
Function 10. Verify the adequacy of procedures to follow up audit findings
Funding Rewards &
Management &
Appraisal 11. Identify gaps by comparing existing work practices with leading practices/IIA
Development
Standards.
12. Benchmark the position/level, reporting relationship and appraiser of the
Executive Head of the IA function with Banks of the same tier (tier 1) in
Ghana.
GRC (Internal audit function review) – structure of IA function

The IA function had a team size of fourteen (14) people and supervised by an Executive Head located at the Kokomlemle Branch. The reporting relationship of the IA
function is depicted in the diagram below:
Board Audit Committee
CEO Executive Head, Audit
Head, Audit
Audit Manager Audit Manager Audit Manager Audit Manager

Head Office Departments Information Systems Spot Inspection Retail Banking
Assistant Audit
Assistant Audit Assistant Audit Assistant Audit
Manager
Manager Head Manager Manager
Information
Office Departments Spot Inspection Retail Banking
Systems
Audit Officer Audit Officer Audit Officer

Audit Officer, Head
Head Office Retail Banking Retail Banking
Office Departments
Departments
GRC (Internal audit function review) – positioning

Observations Leading Practice Recommendations
Involvement in Governance Reviews Performance Standards 2110 - Governance

An effective IA function provides an independent assurance
The IA activity must assess and make The BAC should communicate to the Board the
to the Board and senior management on the quality and
appropriate recommendations for improving need for the IA function to review Board
effectiveness of internal controls, risk management and
the governance process in its accomplishment processes, in line with relevant guidelines and
governance systems and processes.
of the following objectives: corporate governance codes, and proffer
recommendations where necessary.
The IA function did not perform governance reviews to
assess the adequacy and effectiveness of key Board and • Promoting appropriate ethics and values
Enhanced corporate governance practices will
governance activities. within the organisation; improve public confidence in the Board and the
• Ensuring effective organisational Bank.
Find below significant gaps in the governance processes at
the Bank which the IA function could have identified: performance management and
• The Board did not perform an external evaluation of its accountability;

performance as required by leading practice • Communicating risk and control information
• No induction for newly appointed directors to appropriate areas of the organisation; and
• Coordinating the activities of and
• No formalised training programme for the Board
communicating information among the
• Directors were not required to attest that they have read Board, external and internal auditors, and
and understood the code of conduct annually as required
by leading practice management.
GRC (Internal audit function review) – processes

Observations Leading practice Recommendations
Internal Audit Planning Performance Standards 2010:- Planning
The BAC should strengthen their oversight by
uniBank developed a risk-based annual audit plan. The chief audit executive must establish a risk-
continuously monitoring the risk assessment
based plan to determine the priorities of the
process to stay abreast with changing risk
uniBank has defined its audit universe with the appropriate internal audit activity, consistent with the
profile of the Bank and update accordingly.
details (impact and likelihood of occurrence). The Bank also organisation’s goals.
assessed the effectiveness of control measures to manage
In order to be effective, risk management must
the risk and consequently determined its residual risks to
be a continual process that will reflect real time
determine auditable areas.
challenges facing the business and thus support
strategic decisions
However, the risk assessment was performed every four
years. There was no formal process to monitor and adjust
the audit plan in response to changes in the Bank’s risk
profile.
The following gaps were noted in the Bank’s processes

which the IA function could have identified:
• Non-Performing loans
• Management override in credit approval processes
• Regulatory breaches
• Inaccurate financial reports
• Related party transactions

External Quality Assessment Performance Standards 1312:
The BAC must establish a quality assurance

The activities of an effective IA function should be reviewed External assessments must be conducted at
improvement programme, which must include
by a qualified external entity once in every five years. least once every five years by a qualified,
both internal and external assessments.
independent assessor or assessment team
The IA function has not been reviewed by an external entity from outside the organisation.
The internal assessment must include ongoing
to assess its level of compliance with the IIA Standards.
performance of the internal audit activity and
The chief audit executive must discuss with the
periodic self assessment.
The following gaps in the Bank’s processes could have Board:
been identified by the IA function:
The external assessments must be conducted at
• The form and frequency of external
least once every five years by a qualified,
• Risk assessment processes was not robust enough to assessment; and
independent assessor or assessment team from
consider changes in risk profile of the Bank
outside the organisation.
• The qualifications and independence of the
• Inefficient processes in audit execution external assessor or assessment team,
In addition, the Executive Head of Audit, must
including any potential conflict of interest.
discuss with the Board the form and frequency
• No clear criteria to sample data for testing
of the external assessment and the credentials
and independence of the external assessor.
• Audit reports did not identify the root causes to issues
including any potential conflict of interest.
identified
• IA function did not perform effective follow-ups

Lack of data analytics tools in the audit processes Attributes of World Class Internal Audit The BAC should invest in training all IA staff
Function: on the effective use of ACL or alternative
Workflow tools are foundational elements of a timely and
data analytic tool.
efficient IA function in a banking environment. Data analytics It is critical that the IA function be supported and
tools are in many ways including the following: empowered by robust and formal processes
The IA function should harness technology
enabled by technology and aligned with
– support drill-down approach to risk assessment to drive throughout its audit processes to drive
corporate strategy.
development of specific audit programs efficiency.
– test the operating efficiency and effectiveness of
controls that were created by management to mitigate
risks and thus align their audit efforts appropriately
– Enhanced the time required to cycle through an audit
The IA function that it did not deploy data analytics in its
audit approach.
Lack of data analytics limited the IA function’s ability to
extract and analyse process information in detail. Sampling
was applied to executed audit activities. There is a risk that
samples tested may not be representative of the population.
Additionally, the IA function did not re-compute key income
and expense lines
The following were noted concerning the number of planned
and executed audit in 2016 and 2017:
# Year Planned Executed
1 2016 40 32
2 2017 43 24
This indicated that the function did provide adequate

coverage in the planned scope of activities, which could
have been improved if an efficient analytic tool had been
used in the process.

Audit Execution Performance Standards 2300
The leadership of the IA function should update the
IA did not maintain the following key information for audits When performing engagements, Internal auditors
internal audit policies/manual with a formal process
conducted: must identify, analyse, evaluate, and document
for selecting a representative group from a
sufficient information to achieve the
– Source of information/data population under review.
engagement’s objectives.
– Analysis of information The guidance should consider the frequency of
“IA produces reports (for individual audits and for
– Engagement supervision transactions as well as the associated risks to
governance bodies) which identify both root
determine sample sizes.
There was no clear guidance on how to sample transactions causes and consequences of issues and which
for testing. Appropriate sampling guidance is essential to are delivered on a timely basis with clarity and
ensure samples are representative of the overall population. impact.
”(KPMG Attributes of World-Class Internal Audit
In addition, the audit reports did not address root causes. As Functions)”
such, the recommendations to the issues raised may focus on
corrective rather than preventive.

Observations
No evidence of combined assurance plan
There were four key assurance functions at uniBank (Internal Audit, Risk
Management, Operational Rigour and Compliance).
Each of these assurance providers issued reports separately to senior

management and /or the Board but collectively worked to ensure that
risk facing the Bank were identified and managed to acceptable levels.
However, there was no evidence of a combined assurance plan to

provide a coordinated approach to assurance activities.
Lack of a coordinated approach to assurance may lead to assurance

fatigue. This may result in auditee’s loosing interest in the strategic
intent of assurance and thus may be less cooperative.
GRC (Internal audit function review) – people

Staffing Strategy
“The chief audit executive must ensure that The Head of the IA function must develop and
The IA function at the Bank performed various activities
internal audit resources are appropriate, implement a resourcing plan for all audit
including branch audits, spot audits, investigations and IT
sufficient, and effectively deployed to achieve engagements.
audits.
the approved plan.” (Standard 2030, IIA 2017)
Each of these audits required unique skills sets. Management must assess the nature and
complexity of every audit engagement and
There was no documented competency matrix showing align it with the resource requirements
the strengths/competences of IA staff to establish the appropriately.
basis for assigning people to audit engagements.
Adequate understanding of the skill sets of IA staff will The plan should consider the knowledge, skills
support the timely identification and rectification of gaps and other competences to identify and deploy
in the skill sets of audit staff. resources as appropriate.
A robust competency matrix will also support an accurate

deployment of resources. .
GRC (Internal audit function review) – oversight of the IA function

Appraisal of the Executive Head of Audit “Audit Committee has the responsibility to review The Board through the BAC should provide input
the work of the Chief Internal Auditor.”- (Section into the annual evaluation of the Head of Audit.
BAC oversees the activities of the IA function.
16.2(e) of the BOG Banking and Financial Laws of
Ghana) The KPIs for the IA function should be defined by
The Executive Head of Audit at uniBank reported functionally
the BAC with input from management and this
to the BAC and administratively to the CEO.
“The chief audit executive must report to a level should be reviewed with changes in business
within the organisation that allows the internal practice.
The CEO appraised the Executive Head of the IA function audit activity to fulfill its responsibilities. Functional
every quarter, based on agreed goals in alignment with the reporting to the Board also includes Approving
Bank’s strategic direction. decisions regarding the appointment and removal
of the chief audit executive.”-
There is no evidence to support BAC reviewing and/or (Framework of the Internal Institute of Auditors
discussing the performance of the Executive Head of IA (IIA)
function for the period of 2016 – 2017.
Appendix
- 3.5 Procurement process
GRC (Procurement process) – review of procurement function

Functional Structure Procurement Policy
The procurement unit is a function under the Finance Department of the Bank. The unit is The unit has a procurement manual that defines, among other things, the
staffed by two personnel – a procurement officer and procurement manager (who was procurement scope, policies, and procedures of its activities. The document
employed in 2018). This number is inadequate considering the volume of transactions that which was last reviewed in 2017, is yet to be approved by the appropriate
the unit processes. authority.
The document does not cover the following key areas of the procurement
process:
The diagram below depicts the general overview of the procurement process of the Bank.
• Dealing with related parties and conflict of interest: Given the volume and
User Procurement Procurement Procurement Procurement
value of transactions with related entities, uniBank needs to have a policy
Department Officer Officer Officer Officer on dealing with these related parties.
Obtain Identify Appraise Collect quotes
Determine • Contract Compliance and Vendor Assessment
budget potential prospective and select A
the need
approval sources suppliers best value uniBank does not have a procurement committee to oversee procurement
Procurement Procurement Procurement activities, contrary to the bank’s procurement policy.
Supplier Stores Officer
Officer Officer Officer
Obtain
Generate Supply Receive Software and System
A approval of Place Order B
PO item items
PO
The Bank did not have any system or software for processing its procurement
Stores Officer Stores Officer
transactions. The unit processed procurement transactions, including the
generation of purchase orders, manually. This exposed the transactions to
Record and Issue to errors and manipulations. There were instances where the amount on the
B
tag items User unit purchase order reviewed differed from what was captured in the procurement
report and database.
Scope of work
Although the Bank has a procurement unit, the unit does not have a full purview over the
procurement activities as some of these activities reside and are controlled by other
departments, including Human Resources, Estates and Transport.
Contrary to the procurement policy which states that “All procurement must be executed via
Procurement unit” the activities of the unit only covers procurement of office furniture and
fittings, computers and software, and office stationery items. Procurement of services,
works, and high valued fixed assets (including vehicles, land, buildings and other properties)
are controlled and executed by heads of department to which they relate to and other senior
management staff.
GRC (Procurement process) – review of procurement function

Sourcing Contract Management
The procurement policy requires the procurement manager to request pro-forma The procurement committee of the Bank is the only authority with the power to
invoices from at least three prospective suppliers in support of a transaction. However negotiate and sign procurement contracts”. Nonetheless, there was no
48 transactions out of our sample population of 77 were processed without evidence of the existence of the committee. Contracts are signed by the user
requesting for pro-forma invoices from other entities. Many of these transactions units, sometimes without the knowledge of the procurement unit, and finally
were in favour of related entities of uniBank. The Bank may have lost value for the approved by the top management.
procurement activities as other options were not considered.
Details of sampled transactions executed through single sourcing are provided on
subsequent pages (207 and 208). Performance Management
Vendor Selection According to best practices and the policy of the Bank “The performance of
Bank’s Preferred Suppliers must be re-evaluated at least every twelve months in
As per practice and policy, the procurement unit ought to appraise and approve order to ensure that the preferred suppliers are providing the optimum level of
prospective vendors to undertake procurement activities of the bank. Although the quality, service and value for money to uniBank Ghana Limited”. Nonetheless,
policy is specific on the criteria for selecting and approving vendors, the procurement we noted that for our scope period, the Procurement Unit has not conducted
unit does not formally appraise and document the assessment and selection of its appraisal of its vendors.
vendors.
Receiving Goods
The procurement unit is required to inform the stores unit about all procurements.
Items purchased are either sent to the stores for stocking or sent directly to the user
department for use. However, the following exceptions were noted from our review:
• The stores unit does not have a computerised system to process the activities of
the unit
• It was difficult to trace procurement activities in the records of stores unit as
procurement unit and stores unit use different codes for the same transaction.
• Some items procured by the Bank were sent directly to the user department
without the knowledge of stores and hence these items are not in the records of
stores unit.
GRC (Procurement process) – single sourcing procurement

LPO No. LPO Date Approval Date Supplier Amount Currency
114 07/03/2017 08/03/2017 NCR GHANA LIMITED 72,709.00 $
362 04/09/2017 08/09/2017 NCR GHANA LIMITED 66950.00 $
40 26/01/2017 26/01/2017 QUALITY LINKS AND SUPPLY 65,360.00 $
262 22/06/2017 27/06/2017 NGINX INTERNATIONAL LIMITED 52657.50 $
96 22/02/2017 15/03/2017 CFG COMPUTER FORENSICS INC 51,120.00 $
342 18/08/2017 24/08/2017 NCR GHANA LIMITED 69,950.00 $
324 07/08/2017 10/08/2017 CALLENS SOLUTIONS 46,500.63 €
184 21/04/2017 24/04/2017 KANTANKA AUTOMOBILE 280,000.00 GH¢
348 22/08/2017 22/08/2017 TOYOTA GHANA COMPANY LIMITED 174,427.00 GH¢
466 29/11/2017 30/11/2017 ALBAN LOGISTICS 162,740.00 GH¢
145 23/03/2017 24/03/2017 SAKPRADZA PRODUCTION 141,000.00 GH¢
108 01/03/2017 07/04/2017 TELEMEDIA 130,174.01 GH¢
54 15/02/2018 02/03/2018 BRAND 68 126,143.75 GH¢
51 31/01/2017 01/02/2017 UNIPRECISION 105,750.00 GH¢
136 20/03/2017 20/03/2017 DOCUTECH 67170.18 GH¢
339 17/08/2017 21/08/2017 CHARTER HOUSE PRODUCTIONS 62,812.68 GH¢
350 24/08/2017 24/08/2017 RONFORIA 61,800.00 GH¢
29 23/01/2017 24/01/2017 QUALITY LINKS AND SUPPLY 60,150.00 GH¢
133B 16/03/2017 21/03/2017 DSV ENTERPRISE 58,750.00 GH¢
GRC (Procurement process) – single sourcing procurement

LPO No.F LPO Date Approval Date Supplier Amount Currency
268 27/06/2017 27/06/2017 COMPUPRINT 58,750 GH¢
111 02/03/2017 15/03/2017 TELEMEDIA 55,189.75 GH¢
338 17/08/2017 21/08/2017 SAKI PUBLICITY LIMITED 53,170.51 GH¢
25 18/01/2017 20/01/2017 EXPLOTECH GHANA LTD 52,875 GH¢
16 11/01/2018 15/01/2018 CHARISOFT 50,000.00 GH¢
219 22/05/2017 23/05/2017 DOCUTECH 46,447.02 GH¢
33 25/01/2018 29/01/2018 UNIPRECISION 45,120.00 GH¢
218 22/05/2017 06/06/2017 UNIPRECISION 42,887.50 GH¢
158 30/03/2017 06/04/2017 EXTREME POWER NET 39,820.75 GH¢
212 18/05/2017 23/05/2017 QUALITY LINKS AND SUPPLY 39,800.00 GH¢
663 22/12/2016 05/01/2017 LINTELL BUSINESS SYSTEMS 39,000.00 GH¢
319 02/08/2017 04/08/2017 BRAND 68 37,801.53 GH¢
174 11/04/2017 13/04/2017 H2 SOLUTION AFRICA 37,329.28 GH¢
274 05/07/2017 07/07/2017 UNIPRECISION 35,720.00 GH¢
20 12/01/2018 15/01/2018 GENAU GHANA LIMITED 35,020.00 GH¢
183 21/04/2017 24/04/2017 GENAU GHANA LIMITED 34,000.00 GH¢
45 26/01/2017 26/01/2017 DOCUTECH 32,221.67 GH¢
411 09/10/2017 11/10/2017 BRAND 68 26,945.69 GH¢
661 22/12/2016 04/01/2017 VISION AND VICTORY SOLUTION 20,000.00 GH¢
87 16/02/2017 17/02/2017 BARIMPEX 15,050.00 GH¢
Appendix
- 3.6 Risk management
GRC (Risk management) – objectives, scope and approach

Objective and Scope
The objective of this risk management review was to identify gaps in the risk
management framework and activities of uniBank over the period of January 2017 to
March 2018, relative to BoG’s regulations and other relevant leading standards.
Specifically, we considered the following key elements of the risk management
activities:
 Risk Governance
 Risk Strategy and Appetite
 Risk Assessment and Measurement
 Risk Reporting
 Other Risk Management Activities
Approach
Based on our review of the risk management structure and activities of uniBank, risk
management activities were conducted through the lenses of credit risk, operational
risk, operational rigour, market risk, physical security, information security and
electronic compliance.
In the course of executing the scope, we performed the following:
• Interviewed relevant stakeholders, including members of the risk committee,
business unit leaders and members of executive management
• Reviewed existing documentation, including current policies and procedures and
documentation prepared in support of risk management
• Evaluated and benchmarked the effectiveness of uniBank’s current Risk
Management’s programme against KPMG’s Global Risk Management Maturity
Framework and industry-specific leading practices
GRC (Risk management) – governance structure

The Risk Management Board credit
Code Description
Department was headed Board risk Risk Committees

risk
by an Executive Head committee Chief Executive Officer
committee
who oversees six Executive Heads / Heads of
Department
sections of the
department headed by Chief Heads of Units
sectional / unit heads. Asset liability
executive Senior roles / Team Leaders / Officers
committee
officer
Risk
management
Info. Sec.
Operational Operational Physical
Credit risk E-risk & E- Market risk
risk rigour security
compliance
Credit risk Head loan

SME Monitoring Consumer
administrator processing Operational
Operational risk Information rigour
manager (2) risk officer manager (6)
Risk monitoring &
Credit Loan reporting
admin processing
officers (SME)
Operational risk Information
security Operational
Loan manager (2) rigour officer
Risk monitoring & officer
processing
consumer reporting
In-charge IT,
Business
E-risk officer E-Banking
continuity officer
Operations
GRC (Risk management) – board risk committee

Role Observations
The Board Risk Committee was responsible for advising the Board on the overall  The Board Risk Committee had more Executive Directors than Non-Executive
current and future risk tolerance/appetite of the bank and the strategy to oversee its Directors.
implementation.
 The Committee did not have the Charter which should have spelt out its terms
Responsibility of reference and membership composition.
i. Propose risk appetite, governance structure and the risk management  uniBank had no Risk Appetite Statement, to define the amount and type of risk
framework and also ensure that the risk policy is in alignment with overall that the Bank is willing to take in order to meet its strategic objectives.
business strategy.
 uniBank did not have a policy document on Enterprise Risk Management
ii. Propose the methodology to review risk management activities and obtain Framework.
assurance on risk management effectiveness & compliance.
 Evidence of the committee’s review of high level oversight and critique of the
iii. Monitor compliance with risk management policies and adequacy of controls. design and execution of the scenario analysis and stress-testing of the Bank
was not sighted.
iv. Report / escalate issues to the Board of Directors.
 Evidence of the Risk Committee formally escalating risk issues and violation of
regulation and compliance to the Board of Directors were not sighted.
Membership
Membership should comprise at least two (2) Non-Executive Directors and two (2)
Executive Directors. At least one should be independent. The Chairman should be
chosen from among the two (2) Non-Executive Directors. Any other Non-Executive
Director of the Board should have the right to attend and take part in any meeting of
the Risk Management Committee.
GRC (Risk management) – board credit risk committee

Role Observations
This committee was responsible to oversee the credit risk management processes The Credit Risk Committee had continuously and consistently approved loan
at the Bank. facilities without reference to scenario analysis and stress-testing of the Bank.
These are required by the Basel II / III guidelines and Capital Requirements
Responsibility Directive of BOG.
I. Consideration and approval of credit risk policies of the bank
II. Approval of product programmes and individual/business credit lines within Unusual Credit Transactions
credit approval authority Loans and advances with outstanding balances sampled and totalling GH¢980.9
III. Approval of the risk rating framework million were disbursed without adequate consideration of the Bank’s credit
IV. Approval of credit requests and proposals within limits defined by the credit policy.
policy In some cases, there were no loan files to provide documentary proof of the
V. Approval of loan write-offs within limits as approved by the Board of Directors existence of the loan. In other instances where files were provided, there was no
VI. Approval of all amendments and exceptions to policies evidence on file to confirm how the facilities were approved. These facilities
lacked clarity on processes followed and further work will be required to establish
Membership whether these loans were properly procured.
Membership should comprise at least two (2) Non-Executive Directors, and two (2) Details of such loans and advances are provided in the subsequent pages (Pages
Executive Directors. The Chairman should be chosen from among the Non- 214 and 215)
Executive Directors.
GRC (Risk management) – unusual credit transactions

Outstanding principal balance as
Contract amount at
Customer name Start date Maturity date (GH¢) 31 May 2018 (GH¢)
LHS GHANA LIMITED 20/11/2017 30/11/2018 116,923,300 116,923,300.00

ATTACHY CONSTRUCTION LIMITED 30/12/2016 30/06/2018 86,830,570 75,895,921.70
CASSEL ENERGY LIMITED 20/11/2017 30/11/2019 67,506,660 67,506,660.00
FUZAK COMPANY LIMITED 30/12/2016 30/06/2018 47,683,503 47,683,503.38
NATIONWIDE INT PROCUREMENT GH LTD 01/07/2016 31/12/2021 32,917,630 40,973,730.68
CONSTRUCTION LOGISTICS LIMITED 30/11/2016 30/11/2020 29,931,750 29,573,504.82
MID WEST DELIVERY SERVICES LIMITED 30/11/2016 31/12/2021 29,250,000 28,190,928.38
IGIT COMPANY LIMITED 30/11/2016 30/11/2021 24,500,000 27,180,591.81
PROMPT SUPPLIES SOLUTION GH. LTD 30/11/2016 31/12/2020 23,000,000 26,770,212.47
NUMA LOGISTICS LTD 30/11/2016 31/12/2021 22,000,000 24,626,575.27
UNIC SOLUTIONS LIMITED 01/07/2016 31/12/2021 20,736,000 22,154,882.82
STARMOUNT DEVELOPMENT CO. LTD 30/11/2016 31/12/2021 20,350,000 20,250,000.00
AQUARIUS RESOURCES INT&L LIMITED 27/11/2017 31/12/2019 20,250,000 19,866,780.81
SCANPLUS ENTERPRISE 30/11/2016 30/11/2021 20,000,000 19,149,277.75
UNIVERSAL CRYSTAL PRINT GHANA LTD 30/11/2016 31/12/2020 20,000,000 18,946,688.84
SUMPTER INVESTMENTS LTD 01/07/2016 31/12/2020 19,980,000 18,837,174.62
GR CONSTRUCTION AND SERVICES LTD 30/11/2016 31/12/2021 19,237,500 17,830,762.21
SOTON DUTIES LIMITED 30/11/2016 31/12/2021 18,250,000 17,777,777.70
VOLTA IMPEX LIMITED 30/11/2016 30/11/2020 18,000,000 17,753,283.16
MAXIMIL LOGISTICS ENTERPRISE 30/11/2016 30/11/2020 18,000,000 16,841,135.03
MAX ESTATE LIMITED 01/07/2016 31/12/2020 17,500,000 16,840,489.72
WESTERN DUTIES LIMITED 30/11/2016 31/12/2021 17,500,000 16,000,000.00
ALEXIDOR ENTERPRISE 27/11/2017 31/12/2021 16,650,000 15,000,000.00
LIMERICA GHANA LIMITED 27/11/2017 31/12/2021 15,000,000 15,000,000.00
U-COMM LIMITED 27/11/2017 31/12/2020 15,000,000 14,570,730.59
LEAD BUSINESS ENTERPRISE 30/11/2016 30/11/2018 15,000,000 13,942,742.78
CENTRAL ALLIANCE SERVICES LIMITED 30/11/2016 31/12/2021 15,000,000 13,333,333.30
PROMPT SUPPLIES SOLUTION GH. LTD 30/11/2016 30/11/2020 14,212,121 13,147,833.65
GRC (Risk management) – unusual credit transactions

Outstanding principal balance as
Contract amount at
Customer name Start date Maturity date (GH¢) 31 May 2018 (GH¢)
SEC-PRINT GHANA LIMITED 30/11/2016 31/12/2019 12,650,000 12,051,408.06
CALLENS SOLUTIONS LIMITED 27/11/2017 31/12/2020 12,600,000 12,000,000.00
NUMA LOGISTICS LTD 30/11/2016 30/11/2020 12,000,000 11,681,344.52
VALUE DELIVERY SERVICES 20/11/2017 31/12/2019 12,000,000 11,050,410.96
LHS GHANA LIMITED 29/12/2017 31/12/2019 12,000,000 11,041,921.12
MID WEST DELIVERY SERVICES LIMITED 30/11/2016 30/11/2021 11,550,000 11,006,180.75
CENTRAL ALLIANCE SERVICES LIMITED 30/11/2016 30/11/2020 11,000,000 10,714,285.70
DEO GRATIAS COMPANY LIMITED 27/11/2017 31/12/2020 10,350,000 10,000,000.00
STARMOUNT DEVELOPMENT CO. LTD 30/11/2016 30/11/2021 10,000,000 9,800,000.00
GR CONSTRUCTION AND SERVICES LTD 30/11/2016 30/11/2019 10,000,000 9,781,685.75
JOE MARA PLANT POOL LTD 27/11/2017 31/12/2020 9,000,000 9,286,986.30
WESTERN DUTIES LIMITED 30/11/2016 30/11/2019 8,000,000 9,215,188.68
VALUE DELIVERY SERVICES 20/11/2017 31/12/2019 7,200,000 9,000,000.00
DEO GRATIAS COMPANY LIMITED 27/11/2017 31/12/2019 7,000,000 8,207,260.28
SOTON DUTIES LIMITED 30/11/2016 30/11/2019 6,000,000 7,010,350.55
MAX ESTATE LIMITED 01/07/2016 31/12/2020 4,389,306 5,620,725.77
U-COMM LIMITED 15/02/2017 30/06/2019 2,078,795 2,289,306.28
AQUARIUS RESOURCES INT&L LIMITED 29/12/2017 30/06/2018 1,804,566 1,804,566.18
ALEXIDOR ENTERPRISE 08/12/2017 30/11/2019 900,000 1,025,846.91
DEO GRATIAS COMPANY LIMITED 29/12/2017 31/12/2018 220,000 900,000.00
ALEXIDOR ENTERPRISE 06/09/2017 31/08/2019 176,399 811,546.95
TOTAL 1,040,932,975.49
GRC (Risk management) – credit risk committee

The following breaches again depicted the weakness of the Credit Committee’s
oversight: role.
Pre-disbursement conditions
Adherence to credit policies
Of the facilities reviewed, 16 did not have offer letters on file. 1 offer letter that
Out of a total of 127 facilities reviewed, 76 (constituting about 60% of the was on file had not been signed by the customer. No Board resolutions from the
sampled population) did not bear any evidence of formal approvals. borrowing customers were sighted in support of 39 facilities advanced.
14 facilities (11% of the population) approved by the CEO, were in excess of the
authorised limits of the CEO. No loan files were available for 8 customers with a total exposure of GH¢266
million.
Only 9 facilities(consisting 6% of the population),were ratified by the Board.
Pre-disbursement conditions
Adherence of Credit Policy
Nature of deviation No.
No offer letter on file 16
No Board Resolution 39
Unapproved Overdraft 29
No file provided (5 customers) 13
No credit analysis and approval 21

Board resolution dated the same day as offer 3
letter
Not properly approved 15

.
Offer letter not signed by customer 1
Facilities signed by board chairman but not at 26
board meeting
Details of credit facilities for which exceptions were noted are captured in the
subsequent slides below (Pages 217 to 227)
GRC (Risk management) – credit risk evaluation and approval

Customer name Loan account Outstanding principal Approval Status Approved by Comments
GH¢
UNIPRECISION PROJECT 0021400703781 24,904,649.89 N/A N/A No file was provided
ACCOUNT
0021500703781 22,770,418.16 N/A N/A No file was provided
RLG COMMUNICATIONS 0001000026084 122,062,816.14 Not approved N/A No offer letter on file, no Board resolution, no
LIMITED credit analysis and approval
0001000001609 3,258,407.01 Not approved N/A No offer letter on file, no Board resolution, no
credit analysis and approval
0021300847181 59,851.03 Not approved N/A No offer letter on file, no Board resolution, no
CASSEL ENERGY LIMITED 0211300968922 510,987.94 Not approved N/A Unapproved overdraft
0211000968921 18,132,660.00 Approved BOD No Board resolution

Outstanding principal
Customer name Loan account GH¢ Approval Status Approved by Comments
SMAGOW RESOURCES 0001000022082 Approved BOD
(GH) LTD 89,696,611.38
0021300179782 Not approved N/A Unapproved overdraft
472,894.35
0021000179781 Not properly approved CEO No credit analysis, email approval from CEO,
restructured amount beyond approval limit of
19,612,798.03 GH¢400,000
AFRICAN INDEPENDENT 0001000001051 Not approved N/A No credit risk analysis and approval, no Board
COASTAL SER LTD 8,594,492.62 resolution
0121400795241 Not approved N/A No credit risk analysis and approval, no Board
982,007.82 resolution
402,029.91 resolution
84,667,885.01 resolution
GHANA LIBYAN ARAB 0001000006015 Not approved N/A No credit analysis, restructured amount but no
HOLDING CO LTD 111,320,859.89 approval sighted
AKUAFO ADAMFO 0001000003474 Not approved N/A No offer letter, no credit analysis and approval
MARKETING CO LTD 81,552,876.70
0091409144061 31,602,229.49 Not approved N/A No offer letter, no credit analysis and approval

Approval was not sighted, Board resolution
0001000004610 Not approved N/A
13,087,029.19 dated same date as the offer letter

142,068.23
FUZAK COMPANY Board resolution dated same date as the
LIMITED 0001000049243 1,702,000.00 Approved N/A
offer letter
47,683,503.30 Board resolution dated same date as the
0001000026085 Approved N/A
offer letter
0001000024246 12,714,904.97 Not approved N/A Approval was not sighted on file
Approval was not sighted. No Board
40,061.16 resolution to borrow
LOGISTICS SUPPORT Approval was not sighted. No Board
SERVICES 19,704,155.32 resolution to borrow
Approval was not sighted. No Board
0001000026128 47,181,226.20 Not approved N/A
resolution to borrow
43,483,291.38
VOLTA IMPEX LIMITED
N/A
0001000024253 Approved No Board resolution
17,753,283.16
MYTURN LIMITED
0001000049603 53,500,634.40 Approved BOD

JOSHOB CONST CO LTD 0001000007059 3,582.70 Not approved N/A Unapproved overdraft
0001000006797 52,957.20 Not approved N/A Unapproved overdraft
0001000025930 Approved BOD

48,700,186.00
BLU 0001000006069 Not approved N/A Unable to identify the facilities on file
TELECOMMUNICATIONS
3,960,460.19
LIMITED
0001000003912 Not approved N/A Unable to identify the facilities on file
3,588,671.55
0001000003917 39,492.82 Not approved N/A Unable to identify the facilities on file
0121400919311 30,495,507.12 Not approved N/A Unable to identify the facilities on file

NUMA LOGISTICS LTD 0021300783851 Not approved N/A Unapproved overdraft
10,667,443.75
101,075.80
0001000024208 Not approved N/A No Board resolution to borrow. No approval on
24,626,575.27 file
0001000024202 Not approved N/A No Board resolution to borrow. No approval on
file
11,681,344.52
KNET LIMITED 0001000049291 Not properly approved CEO Approved restructured amount beyond limit of
43,744,582.28 GH¢400,000
SPRINGFIELD ENERGY 0001000049586 Not properly approved CEO Approved restructured amount beyond limit of
LIMITED 13,037,449.86 GH¢400,000
0001000049588 Not properly approved CEO Approved restructured amount beyond limit of
GH¢400,000
28,553,187.35
PROMPT SUPPLIES 0211310506291 Not approved N/A Unapproved overdraft
SOLUTION GH. LTD
344,440.58
0001000024222 Approved BOD
26,770,212.47
0001000024223 13,147,833.65 Approved BOD

GH¢
GR CONSTRUCTION AND 0001000024225 12,724,717.81 N/A N/A No file was provided
SERVICES LTD
0211310505331 121,213.50 N/A N/A No file was provided
MID WEST DELIVERY 0001000024235 28,190,928.38 Approved BOD No Board resolution to borrow
SERVICES LIMITED
0001000024232 11,006,180.75 Approved BOD No Board resolution to borrow
BELSTAR CAPITAL LIMITED 0211410200262 40,210,676.98 Not approved N/A No file was provided
MOBILE ZONE LTD 0001000017840 6,476.71 Not approved N/A Unapproved overdraft
0001000029825 29,184,277.80 Approved BOD
0001000029728 8,645,436.15 Approved BOD

GH¢
MOVELLE COMPANY 0001000000463 74,900.31 Not approved N/A No approval on file
LIMITED 0211001540331 6,059,680.23 Not approved N/A Crystallised LC. Approval yet to be sighted
0211301540331 63.36 Not approved N/A Unapproved overdraft
0001000049579 7,368,108.23 Not approved N/A Crystallised LC. Approval yet to be sighted
0001000026048 22,230,884.70 Not approved N/A No approval, no credit analysis
GOLD COAST PIONEER 0001000004741 46,347,768.53 Approved BOD No Board resolution to borrow
CONSTRUCTION LTD
CYMAIN GHANA LIMITED 0001000040281 5,985,636.53 Approved BOD
0001000038350 3,253,018.32 Approved BOD
0001000032400 10,140,794.51 Approved BOD
0001000032403 5,382,461.11 Approved BOD
0211401824471 133,146.30 Approved BOD
0001000049059 8,690,580.26 Not properly approved CEO Approval amount beyond limit of GH¢400,000
0001000049055 2,315,814.27 Not properly approved CEO Approval amount beyond limit of GH¢400,000

GH¢
FUELTRADE LTD GAS 0021400805152 16,111,116.97 Not properly approved CEO Restructured amount beyond Limit of
GH¢400,000
0001000049234 20,531,269.46 Not properly approved CEO Restructured amount beyond Limit of
GH¢400,000
STARMOUNT 0001000024233 20,250,000.00 N/A N/A No file was provided
DEVELOPMENT CO. LTD
A A MINERALS LIMITED 0021300513001 24,206.07 Not approved N/A Unapproved overdraft
0001000026000 37,769,358.26 Not properly approved CEO No Board resolution to borrow. Approved
amount beyond limit of GH¢400,000
APEX POLLUTION 0001000004381 31,001,528.04 Not approved N/A No approval sighted. No credit analysis
CONTROL CO LTD sighted, no board resolution
0211400953841 1,854,059.44 Not approved N/A Unapproved overdraft
CONSTRUCTION 0001000024249 29,573,504.82 Not approved N/A No Board resolution, no credit risk analysis, no
LOGISTICS LIMITED approval
NATIONWIDE INT 0021300103901 237,654.20 Not approved N/A Unapproved overdraft

PROCUREMENT GH LTD
0001000013109 40,973,730.68 Not properly approved CEO Offer letter not signed by customer, No
approval and Board resolution to borrow were
sighted. Approved amount beyond limit

GH¢
CENTRAL ALLIANCE 0001000024200 13,333,333.30 Approved BOD No Board resolution
SERVICES LIMITED 10,714,285.70
0001000024205 Approved BOD No Board resolution
IGIT COMPANY LIMITED 0211402547361 68,902.82 Not approved N/A Unapproved overdraft
0001000024224 27,180,591.81 Approved BOD

EUROSTAR GLOBAL 0001000003233 29,630,804.68 Approved BOD Restructured offer letter was
LIMOUSINE LTD approved before credit analysis was
performed and approved.
WESTERN DUTIES LIMITED 0001000024243 16,000,000.00 Not properly approved CEO No Board resolution. Approved
0001000024242 9,215,188.68 Not properly approved CEO No Board resolution. Approved
SOTON DUTIES LIMITED 0001000024247 17,777,777.70 Approved BOD No Board resolution

GH¢
MARIPOMA ENTERPISE 0211302233191 400.75 Not approved N/A Unapproved overdraft
LIMITED
0211302233193 315.35 Not approved N/A Unapproved overdraft
0001000049591 24,452,934.23 Approved BOD
SCANPLUS ENTERPRISE 0211302560631 90,309.10 Not approved N/A Unapproved overdraft
COB-A INDUSTRIES 0001000006113 595,503.36 Approved BOD No Board resolution to borrow from
LIMITED customer
0001000028382 21,637,181.76 Approved BOD No Board resolution to borrow from

customer
AFRIWAVE TELECOM 0001000000503 41,429.65 Not approved N/A Unapproved overdraft

GHANA LIMITED
0211401670084 3,919,543.62 Not approved N/A Unapproved overdraft
0001000026087 18,546,874.60 Approved BOD No offer letter sighted for current

facility. Facility has been restructured
a number of times.

Customer name Loan account Outstanding principal Approval status Approved by Comments
GH¢
UNIVERSAL CRYSTAL 0211402547331 20,011.88 Not approved N/A Unapproved overdraft
PRINT GHANA LTD
0001000024250 18,946,688.84 Approved BOD No Board resolution to borrow
UNIC SOLUTIONS LIMITED 0021000460321 800,033.51 Not approved No file was provided
0001000001054 17,818,185.79 Not approved N/A No file was provided

PRIME PROPERTIES Approved BOD
LIMITED
ACI CONSTRUCTION 0001000003922 19,701,188.38 Approved BOD
COMPANY LIMITED Unapproved overdraft
0211300919831 87,489.59 Not approved N/A
GRC (Risk management) – risk management maturity assessment

The observations from the benchmarking of uniBank’s risk management function Risk Assessment
against the KPMG Global Maturity Risk Framework are as follows:
Risk assessment activities are not frequently conducted at the various departments.
The Bank’s processes to identify risks to key strategic and operational imperatives
Risk Governance are applied in an ad hoc manner. There were inconsistent modalities to rank and
analyse key risks to determine the elements relevant for mitigation.
The risk governance structure at uniBank requires enhancement to drive appropriate
ERM leadership. There must be a formal implementation of an ERM framework to uniBank can enhance the risk profiling process across the Bank by integrating “top
converge key risk management activities in support of the strategic imperative of the down” and “bottom up” approaches to achieve a more comprehensive risk
bank. management.
The following key risk governance elements were non-existent:
Risk Quantification and Aggregation
• Risk Management Strategy;
The Bank’s ERM programme must be able to comply with requests from executive
• Risk Management Framework;
management, the board, regulators and other key stakeholders to provide
• Strategic risk management tools such as an Internal Capital Model, KRIs and risk
information, analytics and gap assessments. However, this is not the case.
reporting;
• Executive management involvement in development and calibration of risk Risk Monitoring and Reporting
management activities;
Management provided reports to the Board Risk Committee and the Board Credit
Risk Committee on past risk levels but not of emerging risks.
Opportunities exist to achieve a better alignment between risk management, strategic
management and business planning processes. This involves establishing more Opportunities to improve include greater focus on emerging risk issues (i.e.,
transparent links between strategic risks and strategic objectives, considering forward-looking key risk indicators, scenario analysis, etc.), alignment of all risk
outcomes of strategic risk profiling in preparation of strategic planning assumptions and reporting to provide a comprehensive single view of risk will require effective cross-
incorporating risk mitigating strategies in the business plans. functional and integrated use of Governance, Risk and Control tools (which facilitate
advanced risk and control optimisation).
Risk Culture
There is no formal database to capture and store risk and control information. There
Consistent risk profiling and reporting allows a bank to systematically monitor identified is also no formal approach to consolidate key risks across the Bank. Thus multiple
risks and to benchmark activities against established metrics. However, risk profiling is minor incidents within the same risk category which may have a potentially large
not consistently applied at uniBank. aggregated effect may go unidentified.
Most employees of the Bank consider the sole responsibility of the Risk Management Risk and Control Optimisation
function to be the management of risk. Extensive re-education will be required to
correct this misconception. In general, uniBank was at a basic level of maturity in relation to risk and control
optimisation. There was a significant deficiency in ERM benchmarking and forward-
looking key risk indicators.
Appendix
- 3.7 Information Technology
GRC (IT) - overview

Background IT Organogram
uniBank has an IT department that has been charged with establishing, monitoring
and maintaining information technology systems and services.
Objective
The objective of the IT Audit review was to ascertain whether uniBank Ghana
Limited has implemented relevant controls required to protect the Confidentiality, IT Infrastructure, E-banking & Projects
Integrity and Availability (CIA) of critical data and information processing facilities. Exec Head
The audit was focused on determining whether internal controls were in place and
operating effectively within uniBank's processes and information systems
environment.
Information Technology
Approach and Scope
Head IT
The scope of the IT Audit was limited to the following areas:
 IT Governance: IT governance structure in place at uniBank was reviewed. IT
governance is a formal framework that provides a structure for organisations
to ensure that IT investments support business objectives
 Access to Programs and Data: Areas covered under this section includes
the documentation of information security policy and user awareness, physical T24 & Applications Projects
access to programs and data, configuration of access rules, identification and Deputy Head IT Project Manager
authentication, privileged accounts, and monitoring.
 Program Development: This area tested the controls around the design and
development of programs, testing, approval and implementation, and data
migration.
 Program Changes: Covered controls surrounding the authorisation,
development, testing and approval of program changes, migration to IT Infrastructure
Business Analyst
production environment, configuration changes, and emergency changes Infrastructure Manager
 Computer Operations: Areas reviewed included job processing, backup and

recovery, antivirus and vulnerability management, incident and problem
management, and service level management.
In addition, an internal penetration testing on uniBank’s internal network was
performed.
GRC (IT) - governance

Observation Risk Recommendations
Information Technology (IT) and Information Security When IT and IS policies are not approved, there is the All IT and IS policies should be approved by
(IS) policies not approved risk that IT and IS standards may not be effectively management, published and communicated to all
implemented and may not provide management staff and relevant external parties.
The Bank’s IT policies (which was last updated on the 30
direction and support for IT and IS operations in
November 2017) and IS policies are yet to be approved by
accordance with business requirements, relevant
management of the Bank.
standards, laws and regulations.
.
No Formal IT Steering Committee The absence of a formal IT steering committee could A formal Information Technology (IT) Steering
lead to a lack of direction for the IT function and may Committee should be set up to have oversight
There is no dedicated IT Steering Committee made up of
impact on the ability of IT to meet the needs of the over the IT function. The committee should
senior management from various departments overseeing
business. comprise of representatives from various
IT strategy, IT initiatives and projects.
departments to ensure that business
requirements are accurately defined and catered
for.
The committee should meet on a regular basis,

and all deliberations and actions/decisions should
be documented and appropriately tracked.
Inadequate Information Security awareness training Staff may not be aware of their responsibilities with A formal information security awareness program
respect to Information Security. This may compromise to enhance staff general information security
The Bank has not implemented a formal information
the confidentiality, integrity and availability of awareness should be established.
security awareness program. In addition, information
information.
security tips are not sent out to all staff on a regular basis.
However, an Information Security Awareness training was
organised for supervisors and department heads in January
2018 as part of the ongoing ISO 27001 implementation
program.
GRC (IT) – governance

IT Strategy does not include budgets and specific Inadequate project budgeting and planning increases The IT strategy and plans should be specific,
timelines the risk that information systems and IT staff will not measurable, attainable, realistic and time-bound,
meet the corporate goals and business requirements (SMART) to enable management easily monitor
uniBank has an IT strategy in place which outlines the of uniBank. achievements.
bank’s strategic objectives. These objectives include the
following: There is also the risk that vital aspects of the strategy As part of developing the overall IT strategy and
• Deposit Mobilisation Drive may not be executed appropriately without budgets initiatives of the Bank, specific projects should be
• Implementation Of Paperless Drive and measurable timelines. scheduled, implementation steps should be
• Reduce Error Rates formulated, and the appropriate resources should
• Improve System/Platform Uptime be identified and budgets drawn up respectively.
• Information Security, Business Continuity & Succession
Planning
• Cost Control
However, the IT strategy does not include budget and
specific measurable timelines for most of the 2018 IT
initiatives.
No Service Level Agreements (SLAs) with certain Third The Bank may face disruption to operations in the Establish SLAs with all third party service
Party Vendors/ Service Providers event that IT service providers do not deliver at providers. Critical clauses such as Key
acceptable service levels due to inadequate SLAs. Performance Indicators (KPIs), penalties for
uniBank’s IT Policy requires that service level agreements performance below agreed levels, right to audit,
Omission of essential service level agreement clauses
are established with third party vendors to ensure optimal confidentiality clauses among others should be
in SLAs with vendors may lead to a compromise in
service delivery from the vendors. defined for all SLAs with vendors to guarantee
the Confidentiality, Integrity and Availability (CIA) of
that reliable and optimal services are being
However, SLAs are not maintained with some third party the Bank’s data and information.
provided.
vendors. These include:
• Inlaks: Vendors for fire suppression and cooling systems Additionally, periodic monitoring of compliance
at the primary data centre. with these agreements should be performed to
• WestTuk Automation: Vendor for humidity sensor. ensure that they remain effective and in alignment
with business objectives.
Additionally, SLAs maintained with certain third party
vendors revealed that they did not cover critical areas such
as confidentiality, key performance indicators, terms of
conditions, and penalty for performance below agreed
service levels, etc. Details of SLAs which do not cover
critical areas are shown on the next page (233).
GRC (IT) - absence of required clauses in vendor SLAs

No. Required SLA component Affected Vendor(s)
1. Validity • Ipronet Consult
2. Key Performance Indicator (KPI) • Response One Ghana (SLA for panic alarms and access control systems)
3. Penalty for performance below agreed service • Mauritius Commercial Bank Consulting Services
level/Default • Response One Ghana (SLA for CCTVs)
• Kings Computer Systems
• Ipronet Consult
• Response One Ghana (SLA for panic alarms and access control systems)
4. Right to Audit • Comsys

• Econnecta
• Mauritius Commercial Bank Consulting Services
• Ipronet Consult
5. Confidentiality • Kings Computer Systems

6. Frequency of service reporting • Ipronet Consult

7. Renewal Period • Response One Ghana (SLA for panic alarms and access control systems)
8. Geographic locations covered • Ipronet Consult

9. Warranties • Extreme Power Net Limited

• Response One Ghana (SLA for CCTVs)
10. Source Code Escrow • Ipronet Consult

• Mauritius Commercial Bank Consulting Services
11. Roles and Responsibilities Escalation Matrix • Response One Ghana (SLA for panic alarms and access control systems)
GRC (IT) - access security

Policies and procedures on user access creation, Informal procedures for granting, modifying and Formulate and formalise user administration
modification and revocation have not been defined revoking user access rights may lead to unauthorised policies and procedures on all platforms and for all
users being granted access to systems or a types of user accounts to ensure that access is
uniBank does not have guidelines for the creation,
disengaged staff not being removed from the system created, modified and revoked in line with the
modification and revocation of user access to applications,
in a timely manner. bank’s standards.
databases and operating systems.
Inadequate user access administration Inactive accounts are a prime target for system Develop and implement formal procedures for
The following exceptions were noted from a review of the intruders, increasing the risk of unauthorised access notifying the IT Manager/System Administrator
Active Directory (AD) and T24 production user lists for the and disclosure of confidential information. when personnel join, change departments or
period January 2017 to March 2018: Accounts of ex-staff may be compromised by current disengage from the bank. This is to ensure that
employees or outsiders. Fraudulent activities may be user profiles are appropriately and promptly
• The AD accounts of 15 ex-staff were still active.
perpetrated using user accounts of disengaged staff. created, modified and disabled/deleted on relevant
• The T24 accounts of 10 ex-staff was still active. business applications.
• 41 staff who were transferred/ switched roles were not If access for transferred users is not removed or Also, user accounts should be periodically
assigned to appropriate groups in T24 which reflects modified in a timely manner, there is the risk that reviewed to ensure the appropriateness of users'
their current roles. several users may have access privileges beyond access rights on the core banking application,
Access rights of users on critical business applications those necessary to perform their assigned duties. Active Directory, SWIFT and other systems.
(i.e. T24,AD, SWIFT) are not reviewed on a regular basis.
Inadequate password security settings Inappropriate password settings increases the risk of Inadequate password settings should be reviewed
unauthorised access to systems. and amended appropriately.
The following exceptions were noted during a review of
system password configurations:
• T24 Password History is 3.
• A review of AD accounts revealed that several accounts
have their passwords set to never expire.
Details of the access security exceptions noted above have been provided in the subsequent pages (pages 235 to 239).
GRC (IT) - active accounts of exited staff

Active Directory
No. Name Department Disabled Last_logon_date

1 Adams Mustapha False 2/13/2017 5:56:25 PM
2 Antoinette Awere-Kyere False 2/25/2018 4:20:43 AM
3 Azara Salifu New Business Unit False 3/13/2018 9:01:24 AM
4 Ebenezer Amuzu False 2/13/2017 5:10:34 PM
5 Florence Nyame Consumer And Asset Finance False 12/29/2017 6:17:16 PM
6 Frank Adu Gyamfi1 False 4/4/2018 8:13:40 AM
7 Hamdawehi S. Abdulai False 9/4/2017 6:04:07 PM
8 Isaac Obeng-Darko SME (Commercial, Business & Enterprise) False 11/8/2017 12:45:24 PM
9 Joseph Osae Retail Banking False 9/18/2017 4:39:44 PM
10 Josephine Asare Jnr Retail Banking False 1/16/2018 12:30:39 PM
11 Kwadwo Agyei-Agyapong Treasury False 3/17/2018 12:45:25 PM
12 Leslie Sackey Finance False 4/4/2018 9:51:00 AM
13 Paul Appiah-Gyasi False 2/20/2017 5:00:55 PM
14 Ruby Ajavon Retail Banking False 2/23/2018 11:04:54 PM
15 Terence Abeeku Dankyi False 10/8/2017 10:36:44 AM
T24
No. User ID User name Date last sign on Login status
1 SDABANGA.1 Samuel Dunia Abanga 2017/12/06 Active
2 FNNYAME.1 Florence Nyarkoa Nyame 2017/12/20 Active
3 EAMUZU.1 Ebenezer Amuzu 2016/11/09 Active
4 RAJAVON.1 Ruby Ajavon 2018/02/02 Active
5 RZGHARTEY.1 Rita Zoryiku Gharety 2018/02/13 Active
6 KAAGYAPONG.1 Kwadwo Agyei-Agyapong 2017/09/06 Active
7 JASARE.1 Josephine Asare Junior 2018/01/16 Active
8 AZSALIFU.1 Azara Salifu 2018/03/01 Active
9 AAKYERE.1 Antoinette Awere-Kyere 2018/02/05 Active
10 JNORTEY.1 Joseph Nortey 2018/02/19 Active
GRC (IT) - user profiles not amended

No. Staff name Current role Previous role Period of transfer Current profile in T24
1 Sepenu Kwame Trade Sales Manager (International Trade ) Business Development and Customer Service Jan - March 2018 @UBRAM
Kpormorne Manager (cusodial Services)
2 Samuel Agyei Kwarteng Operational Risk Officer (Operational Risk Unit) Banking Officer (Domestic Operations) Jan - March 2018 @UBACTM-AUTH
3 Jeffrey Amon Operational Rigour Manager (Operational Rigour) Senior Client Relationship Manager Jan - March 2018 @UBRAM
4 Audrey Addo Mensah Legal Department Branch Manager (GIMPA) Jan - March 2018 @UBBMGR
5 Matthew Klovi Branch Management Trainee Head Financial Data Unit Jan - March 2018 @UBFIDA-AUTH
6 Daniel Basoah Ashiaman Branch Trainee Customer Service Advisor Banking Officer Loan Processing 1st February 2018 @UBCOPT
/Customer Service Officer (Ashiaman Branch )
7 Sarah Gyawah Boamah Credit Operations Officer (Domestic Operations) Banking Officer (NIA) 1st March 2018 @UBCSAD
Abankwah
8 Simon-Paul Simpiney Deputy Head (Retail Secretariat) Operational Control Manager(Ops Rigour) 19th March 2018 ALL.PG (A 2 B C D E F
H I L P R S V)
9 Michael Nartey Manager, Credit Projects( Projects Department) Senior Relationship Manager(Projects & 19th March 2018 @UBRAM
Structure)
10 Jeffrey Amon Operational Rigour Manager (Operational Rigour) Senior Client Relationship Manager 19th March 2018 @UBRAM
11 Mavis Donkor Relationship Officer (Consumer Finance) Customer Service Advisor (Koforidua Branch) 19th March 2018 @UBCSAD
12 Rebecca Darko Acting Customer Service Manager (Kejetia Branch) Service Centre Supervisor 19th March 2018 @UBBMGR
13 Christiana Asiamah Manager (Retail Secretariat ) Deputy Head, Performance Assurance (Osu) 19th March 2018 @UBPERF
14 Tomka Osei Bonsu Trainee SME Relationship Manager (East Legon ) Client Relationship Manager (Consumer & 19th March 2018 @UBCLER-AUTH
Asset Finance)
15 Eli Buka Bless Branch Management Trainee Credit Analyst /Business Support 19th March 2018 @UBRAM
16 Emmanuel Ohene Asare Branch Management Trainee Banking Officer (Foreign Operations 0 19th March 2018 @UBTRDE
17 Joseph Yankey Branch Management Trainee Finance Officer 19th March 2018 @UBFNAC
18 Evans Asare Bediako Operational Rigour Manager Branch Manager (NIA Branch) 19th March 2018 @UBBMGR
19 Jeanne Naadu Bonney Call Over Supervisor (Call Over Unit) Sales Support Manager (Accra Main ) 8th February 2018 @UBCSM
20 Dorothy Ofori Sarpong Relationship Manager (SME Centre Kumasi) Relationship Manager (New Business) 16th January 2017 @UBCOPT
ALL.PG (C D E H I L P
21 Vivian Dzimey Bancassurance Officer (Bancassurance ) Retail Secretariate (Retail) 16th January 2017
R S V)
22 Cynthia Tawiah Baako Sales Support Manager (Kasoa) Sales Support Officer (Kasoa ) 9th January 2017 @UBCSM
ALL.PG (C D E F H I L
23 Patrick John Doe Coordinator Innovations & Business Execution Branch Manager Trainee (Spintex) 30TH January 2017
P R S V)
24 Mabel Edinam Hodasi Operational Rigour Manager Performance Assurance Manager 13th February 2017 @UBBMGR
ALL.PG (C D E F H I L
25 Godfred Agbevanu Manager Operational Rigour Branch Manager (Harper Road ) 13th February 2017
P R S V)
26 Gladys Beckley Reconciliation Officer (Domestic Operations) Banking Officer (E-Banking ) 20th March 2017 @UBEBNK
27 Akosua Ansong Reconciliation Officer (Domestic Operations) Banking Officer (E-Banking ) 20th March 2017 @UBEBNK-AUTH
28 Patience Blay Reconciliation Officer (Domestic Operations) Banking Officer (E-Banking ) 20th March 2017 @UBEBNK
29 Elizabeth Oware Reconciliation Officer (Domestic Operations) Banking Officer (E-Banking ) 20th March 2017 @UBEBNK
GRC (IT) - user profiles not amended

No. Staff name Current role Previous role Period of transfer Current profile in T24
30 Helen Foli Head Teller (Accra Central) Teller (Cash Collections Centre 20th March 2017 @UBETEL
Trainee Sales Support Officer - Oxford Street
31 Bridgitte Smith Project Officer (Project Office) 20th March 2017 @UBETEL
Branch
32 Samuel Owusu Adjei Customer Service Manager Customer Service Advisor 1st August 2017 @UBBMGR
33 Vivian Teiko Azor (Quansah) Customer Service Manager (GIMPA) Branch Manager (Trainee) 21st August 2017 @UBBMGR
34 Emmanuel Bessa Simons Performance Assurance Manager Customer Service Manager (Comm 25) 9th August 2017 @UBCSM
35 Lemuel Tiboah CSO/SSO Trainee (Madina Branch) Finance Officer 14th August 2017 @UBFNAC
36 Augustine Rasito Akwetea Branch Manager Trainee (Osu Main) New Business Manager 1st September 2017@UBTRDE
37 Eric Nyamaah IT Officer (Information Technology) Performance Assurance Officer 1st October 2017 @UBPERF
38 Richard Adinyirah SME Centre Manager (SME ) Relationship Manager (Darkuman) 1st November 2017 @UBRAM
ALL.PG (C D E H I L P
39 Nathan Aryee IT Auditor (Internal Audit) Head IT 6th November 2017
R S V)
40 Ankora Delali Doris Cash Centre Supervisor @UBBMGR
41 Peter Patintin Amoakoh Arkosah Internal Audit Manager @UBBMGR
Inadequate password security settings
GRC (IT) - password never expires

No. Name Disabled Password never expires
1 Abigail Atuahene False True
2 Abraham Nii Ayitey Aryee False True
3 Alberta Doh Brown False True
4 Alex Orleans-boham False True
5 Anastacia Gyasi Amissah False True
6 Augustine Ao. Oduro False True
7 Benjamin Obuobi False True
8 Charles Akwaboah False True
9 Christian Ahedor False True
10 Christian Y. Ahedor False True
11 Claudia Ampiah False True
12 Dora Addai False True
13 Easam.A False True
14 Edith Afi Lawrencia Avusu False True
15 Emma Okyere Woode False True
16 Emmanuel Baidoo False True
17 Emmanuel Oduro Yaw Asare False True
18 Eric Adusei False True
19 Ernest Oduro Adjei False True
20 Ernestina Agyeiwaa False True
21 Esther Darkowaa Owusu False True
22 Eugene Ghorman False True
23 Exco Database False True
24 Gertrude Baffo False True
25 Gertrude Naa Adjele Botchway False True
26 Gladys Afful False True
27 Gladys Aikins False True
GRC (IT) - password never expires

No. Name Disabled Password never expires
28 Ida Asante False True
29 It-consult False True
30 Jessie Naadu Sadaya False True
31 Jollify Nortey False True
32 Julius Provencal False True
33 Julliet Adzowa Fiasorgbor False True
34 Justice Yaw Addae False True
35 Kampoful.A False True
36 Kwaku Kk. Kwarteng False True
37 Lawrence Quaye False True
38 Leticia Awuku False True
39 Mark Adeakye False True
40 Mark Yeboah Kwakye False True
41 Mimi Bridget Moses False True
42 Muslima Haruna False True
43 Nkwiredu.A False True
44 Nsano False True
45 Omari Sasu Abankwah False True
46 Priscilla Agyei Kyem False True
47 Raphael Tumy False True
48 Samuel Bawa False True
49 Thomas Agyen False True
50 William Osafo-agyei False True
GRC (IT) – data centre and IT operations

CCTV Footage: There is a risk that significant security events CCTV footage should be retained in line BoG
captured through the CCTV may be irretrievable to requirement.
CCTV cameras are strategically positioned to provide full
facilitate any investigation that may arise.
coverage of the activities in the data center. We sighted the
CCTV footage and noted that the monitors have play-back
capabilities. However, data centre CCTV footage can only
be played back up to 7 days which is a violation of Bank of
Ghana’s requirement of 90-day playback.
No record of maintenance for fire suppression system If the fire suppression system is not adequately and Fire suppression systems must be serviced
regularly maintained, there is the risk that it may be regularly to enable it discharge content effectively
There is no record of the last maintenance performed by
dysfunctional in the event of a fire incident at the data in the event of a fire. Also, a maintenance
Inlaks on the fire suppression system to provide assurance
centre. As a result, information assets may not be schedule of the suppression system should be
that the system can effectively dispense chemical agents to
adequately safeguarded in the event of a fire. maintained and vendor performance should be
prevent the spread of fire in the data centre.
reviewed.
No humidity sensor at the Disaster Recovery (DR) site If automated tools are not available to alert the Automated temperature and humidity monitoring
appropriate personnel of extreme temperature devices should be implemented at the DR site.
The DR site does not have an automated humidity sensor to
changes, there is a risk that information systems may These should be configured appropriately to alert
monitor temperature changes at the site and alert
be damaged. This could result in significant downtime IT management and relevant staff in the event of
appropriate staff when there are extreme temperature
and financial loss. extreme temperature conditions.
changes.
For example, we noted that one of the air conditioners at A data center with high humidity levels may cause Appropriate temperature levels should be
the DR site was operating at 30ºC while the other two had computer components to shut down or the cooling maintained in the data center/DR site.
their temperatures maintained at 27ºC each. system to overwork to rid itself of condensation. If Recommended levels for data center temperature
the relative humidity is too low, computer equipment typically fall between 18ºC and 24ºC while
becomes susceptible to electrostatic discharge (ESD) humidity levels should be between 40% and 60%.
which can cause damage to sensitive components.
No raised floor maintained at the DR site In the event of a leakage or flood, information Assess the appropriateness and risks of
resources may not be available when they are environmental controls within the server room and
There is no raised floor at the DR site to mitigate against
needed. give consideration to the installation of raised floor
flood.
at the DR site.
This may result in the failure of critical systems and
the potential loss of financial data.
GRC (IT) – database security review

The following default accounts: ‘SYSTEM’ , ‘SYS’, Inadequate database security settings make it easier Default accounts should be locked and disabled
‘MGMT_VIEW’, ‘DBSNMP’ were active on the T24 Oracle for intruders to gain unauthorised access to the when they are not required for daily operations.
database. database and perpetrate malicious activities.
If the privileges of these default accounts are
Also, the expiry date (24/07/16) for the ‘MGMT_VIEW’ required, other accounts could be created, and
account had elapsed. assigned similar privileges, while the default
accounts are locked.
These default accounts usually have commonly known
password combinations. Enquiry with the database
administrator revealed that these default accounts are used
for various administrative tasks within the system.
For instance , the DBSNMP user is used for backup
monitoring.
Idle time is a continuous inactive period during a session, Lengthened idle time session settings on the The idle time on the Default Profile should be set
expressed in minutes. database could increase the possibility of password to less than15 minutes. Setting an appropriate Idle
compromise by an attacker. Time Resource Usage limit helps reduce the risk
The IDLE_TIME parameter has been set to a value of 30
of system compromise when users are away from
minutes for the Oracle profiles.
their desks.
The ‘sec_max_failed _login attempts’ value was set to a Inadequate failed login attempt settings could The ‘sec_max failed_login_attempts’ parameter
value of 10 on the T24 Oracle database, which is not in line increase the possibility of successful brute force should be configured to the appropriate value of 3.
with good practice. This parameter is used to configure the attacks on the database and consequently a
maximum number of failed password attempts within a compromise of the database by malicious users.
session (even using different user accounts) before the
connectivity is dropped.
Details of exceptions noted from the security review performed are shown on the next page (242).
GRC (IT) – other findings

Default user profiles
Idle time setting
Failed login attempts
GRC (IT) – vulnerability assessment and penetration testing

Inadequate Network Access Control (NAC) A malicious user can exploit the deficiencies in the Configure the NAC solution to always perform
Configuration current configuration to gain unauthorised access to compliance checks and take appropriate action
the corporate network. prior to granting systems access to the network
uniBank has implemented a NAC solution (Portnox) to
ensure that access to the corporate network is restricted to
In addition, the Bank may not benefit optimally from
only authorised systems.
investment in the NAC solution.
However, the current implementation of the NAC appears
to be inadequate as a non-uniBank system was successfully .
connected to the network by spoofing the MAC address of
legitimate systems to gain access to the corporate network
and internet.
Inadequate Network Segmentation A malicious user with access to the network could Implement effective network segmentation with
have unrestricted access to sensitive business filter rules on key devices such as firewalls,
Network segmentation in place appears inadequate as
information as well as unlimited control over critical routers and switches to adequately safeguard
access to critical systems is not restricted to specific
systems. As a result, the confidentiality, integrity and critical network areas against unauthorised access.
subnets and VLANs. During the penetration test, access
availability of systems and data could be
was gained to critical servers from a network segment
compromised.
dedicated to IP phones and other Cisco devices.
Inadequate Patch and Vulnerability Management A malicious user could potentially issue arbitrary Perform the following:
commands with system privileges on improperly • review the patch management process to
Certain servers had missing patches and vulnerable
patched servers. Such privileged access can be used facilitate prompt implementation of security
applications in use. For instance, critical application/web
to read, modify and delete all data on the server, and patches.
servers including T24 servers contained vulnerabilities
even gain privileged access to several other systems • install all relevant security patches on all
related to Jboss, Oracle WebLogic and Apache Tomcat
on the domain. servers across the network.
while certain Windows servers had missing critical OS
• ensure that periodic reviews are performed by
patches (e.g. MS17-010, MS12-020, MS09-050).
an independent function to ensure system
patches are up-to-date.

Use of Weak and Easy-to-Guess Administrator A malicious user may exploit the generic account and Ensure that platform security, especially Windows
Passwords easy-to-guess password to gain administrative access platform, is continuously hardened by changing
to sensitive/critical information housed on those easy-to-guess passwords and configuring strong
The default local administrator account (Administrator) on
servers. passwords on all systems on the network. Such
certain critical Windows servers, including Microsoft
passwords should have a minimum length of eight
Exchange servers, was configured with easy-to-guess
This access can be easily escalated to several other (8) characters and include a combination of upper
passwords.
servers and ultimately be used to grant administrative and lowercase characters, ciphers and special
access to the Bank’s network. characters e.g. !@#$%.
Carry out periodic compliance checks and
password audits to ensure that a culture of good
security practice is inculcated in all users and
administrators bank-wide.
Use of Vulnerable and Unsupported Server Operating Vulnerabilities in unsupported servers can easily be Upgrade the servers running Windows Server
Systems exploited by a malicious user as no new security operating system 2003 and 2008 Service Pack 1 to
patches would be released by the OEM. Such Windows Server 2012 and above
The Bank has implemented Windows Server 2012 and 2016
malicious access can lead to a compromise of the
as the operating system on several servers hosting critical
integrity, availability and confidentiality of information
applications and services.
stored in these systems.
However, outdated/unsupported operating systems (i.e.

Windows server 2003 and Windows Server 2008 Service
Pack 1) were noted on certain servers. Lack of support
implies that no new security patches for the product will be
released by the OEM to address existing vulnerabilities.
Unrestricted Access to the Jboss JMX Console A malicious user may exploit access to such Properly secure access to administrative consoles
administrative consoles to compromise the integrity, with non-generic usernames and strong
The JMX Console of certain web servers had unrestricted
availability and confidentiality of information hosted on passwords.
access as it was not secured with a username and
the server.
password.
The JMX Console is an administrative console for managing
configurations on the web/application server.

Multiple PHP Vulnerabilities An attacker may be able to use publicly available Review the patch management process to
exploits for the older version of PHP. Successful facilitate prompt implementation of security
Certain servers are running unsupported and older versions exploitation of these vulnerabilities causes significant patches on all applications and servers
of PHP web server which are affected by multiple load on the server and therefore can deny service to
Ensure that periodic reviews are performed by an
vulnerabilities. For instance, PHPv5.6.0 is known to be legitimate users.
independent function to ensure that security
affected by the GHOST vulnerability which causes buffer
patches on servers and applications are up-to-date.
overflow, resulting in denial of service or execution of
arbitrary code.
Use of Default Community Names on SNMP An attacker may use the default read community Disable the SNMP service on the remote host if
string to gain more information about the remote host they are not in use. However, if the SNMP
The SNMP (Simple Network Monitoring Protocol) service on or change the configuration of the remote system service is required for business purpose, the
certain devices on the network was configured to using the default write community string. default community string should be changed.
authenticate with default community strings.
SNMP is a commonly used service that provides network
management and monitoring capabilities. The protocol uses
a community string for authentication from the SNMP client
to the SNMP agent on the managed device.
Unauthenticated Access to SMB Network Shares Access to potentially confidential information can be Network shares to be only available (after proper
easily obtained by a malicious unauthorised user. In authentication) to individuals that need to access
Certain Server Message Block (SMB) network shares could addition, easy write access can result in potentially them.
be accessed without the need to provide any password. malicious software being uploaded to servers or
These shares contained sensitive information including important files being deleted.
system archives, file server backup, Avaya backup and
treasury backup files. Furthermore, some of these shares
were writeable, resulting in the possibility to add and/or
delete files.
SMB is an application-layer network protocol mainly used
for providing shared access to files, printers, serial ports,
and miscellaneous communications between nodes on a
network.
Appendix
4. Operations and Management
- 4.1 Business Overview
Operations and management (business overview) - business model

uniBank (Ghana) Limited has three clearly defined customer segments, which are retail, SMEs and Corporates. The bank has fifty-four branches across Ghana, employing circa one
thousand, two hundred permanent staff. A review of the business model is shown below
The three main customer segments at uniBank are:
Number of % Share of % Share of

customers Loans Deposits
Retail 414,370 3.4% 22.6%
Business Model of the Bank
SME 46,196 9.9% 29.3%
 High funding cost resulting from expensive deposits
Corporate 626 88.6% 48.1%
 48% of total assets of the bank non-interest earning and locked up in
Other Assets (Shareholder Advances of GH¢3.7 billion)
uniBank has 54 branches spread across 3 geographic clusters in the country  Facilities advanced under poor credit administration, including bullet
payment options
Location of uniBank branches  Aggressive expansion of retail network with 47 loss-making branches
 High rental expenses including unopened branches

16
19  Key suppliers included a significant number of related and connected
entities
Accra West
1,200 Staff
members
Accra East
Up-Country
19
Operations and management (business overview) - retail network

49 uniBank branches
and
5 Agencies
Spread across
The retail franchise of uniBank gives the bank its
high street visibility across the country. Of the fifty-
four branches, five of them are considered as
agencies rather than full-fledge branches. Broadly,
3
the branches are clustered into three main zones.
These are Accra East, Accra West and outside
Accra branches.
Zones (Upcountry, Accra West, Accra East)
With over three hundred and sixty-seven thousand
customer base, uniBank boasts of some four
serving hundred thousand customer accounts across
50
segments.
Products
to
367,106 Customers across various branches
with
401,104 Number of Accounts
Operations and management (business overview) - products and services

In total, uniBank offers some fifty different customer solutions to its customers across the various segments. The banks is positioned as an SME bank and thus offers a suit of
products to retail and SME customers. Below is a diagrammatic display of the various customer product offerings across the different customer segments and channels
9
Major Categorisation
14 13 5
Retail Banking SME Banking Corporate
Categories Banking
Liabilities Assets Liabilities Assets Liabilities Assets
50
• Current Account uniLYFESTYLE Loan • SME Current Account • uniChurch • Corporate Current
• • Receivable/Certificate
• Savings Account Personal Loan • SME Savings Account • Working Capitalisation Account
• Discounting
• Goal Saver Account Asset Finance • SME Plus Accounts • Equipment Loans • Corporate Savings
• • Import Duty Financing
• uniFUND Account Secured Personal • Sika Collect • Overdrafts Account
• • Local Purchase Order-
• M-Save Account Loan • Contract Pre-financing LPO Financing
products • Unikiddy Account • Certificate Discounting
• Sweep Account • LPO Financing
• Fixed Deposit • Import Duty Financing
• Esteem Banking • Trade Finance
• Inward Remittances
7 2 6 1 1 1
International Electronic Premium Custodian Collections
Bancassurance Banking Financing Services
Trade
General Life Business
• Comprehensive Home • Trade Finance • Internet Banking

• Wealthmaster Plus • Foreign Accounts • ATM Services
Owners Policy • Homecall Plus
• Travel Insurance • Master Card
• Family Protection Plan • Smile
• Personal Accident Policy
• Motor Insurance • Point of Sales Services
• Sika Collect Services
Operations and management (business overview) - branch performance

Below is the regional breakdown and zonal distribution of branches, customers, accounts and number of customers. Seven out of the fifty-four branches show profitability. The
retail branches will need rationalising to be sustainable
.
# of Staff # of Customer Total Deposits* Profitable Branches in the zones
GH ‘000
Accra East • Accra Main

401 195,480 571,247 3 • Legon
19 Branches
• Ashaiman
49
Branches
5
• WTC
Accra West 407 119,795 871,506 Darkuman
3 •
19 Branches • Winneba
Agencies
Up Country
392 85,734 370,243 1 • KNUST
16 Branches
*Figures as at April, 2018
Operations and management (business overview) - branch deposits

Below is the regional breakdown and zonal distribution of branches showing the customer deposits base per branch. The top five and bottom five branches by customer
deposits are indicated
.
452,215 Accra East Zone (GH¢’000)

Accra West Zone (GH¢’000)
203,675
Top 5 Bottom 5 Top 5 Bottom 5
97,062
45,73744,810
73,828
30,802
26,811
43,867 21,444
39,25337,04935,95135,595 18,331
16,02414,24314,185
31,37928,417
11,127
21,92018,342 7,414 5,310 5,265
14,27112,875 3,697 3,274
9,121 1,341 696
4,433 4,301 3,820 2,942 1,927
Operations and management (business overview) - branch deposits

Below is the regional breakdown and zonal distribution of branches showing the customer deposit base per branch. The top five and bottom five branches by customer
deposits are indicated. Also shown are the loans and advance created in each branch
.
Up- Country (GH¢‘000)
Loans of Branches
95,749 GH¢(‘000) GH¢(‘000) GH¢(‘000)

Top 5 Accra West Accra East Up-Country
Accra Main 170,136.9 Kaneshie 16,878.8 Kumasi Main 46,913.0
Apenkwa 19,787.8 Osu 15,212.9 Suame 7,095.4
Tema 14,860.3 Oxford Street 13,612.0 Techiman 1,197.7
Abetifi 13,831.0 Makola 13,568.9 Bolga 838.0
Accra Mall 10,790.7 WTC 11,187.7 Roman Hill 516.5
Spintex 8,723.9 Takoradi 6,127.4 Tamale 362.2
58,012
Legon 4,510.9 Darkuman 911.9 VVU 322.2
Ashaiman 4,124.7 Nia 575.6 Ahodwo 284.5
East Legon 3,968.9 Kasoa 524.5 Golden Tulip 88.7
East Airport 2,685.0 Winneba 383.7 Sunyani 51.4
Gimpa 1,904.0 Cape Coast 161.0 Tafo 39.3
Airport City 1,169.9 Dansoman 125.5 Dunkwa 31.9
33,201
31,662 Bottom 5 Koforidua 442.0 Achimota 117.1 Knust 22.7
28,579
Ho 59.5 Tarkwa 20.5 Kejetia 5.9
24,003
Madina 40.1 Nima 8.6 Bantama 0.0
18,844
15,50514,801
Comm 25 - Okaishie - Asokwa -
11,748 Zenu - Accra Central -
9,863 9,670
6,511 5,857 Wisconsin - Arena -
3,537 2,702 Mamfe - Korle Dudor -
257,035.5 79,416.1 57,769.4
Operations and management (business overview) - branch rationalisation

Branch assessment for rationalisation has been done based on a number of factors with assigned weights as indicated below
01 Koforidua Accra Main

East Legon
Arena NIA
Kejetia
02
Best Performers Spintex
Kumasi Main Good Performers
0<CIR<50% Ashaiman
Accra Central
50%<CIR<100%
PBT>1,000,000 Accra Mall
KNUST WTC Legon 0<PBT<1,000,000
IPS>50,000 Kasoa Bolgatanga
Takoradi 10,000<IPS<50,000
CB>20,000 Darkuman
Roman Hill Ahodwo
Winneba 10,000<CB<20,000
GIMPA Achimota
Makola Asokwa
Apenkwa Osu
04 Abetifi
Bantama
East Airport
Golden Tulip
Kanseshie
Techiman
Airport City
03
Cape Coast Dunkwa
Koforidua Weak Performers
Worst Korle Dudor Zenu 100%<CIR<500%
Ho Dansoman
Performers
Tema Tarkwa –500,000<PBT<0
CIR>500% Okaishie Madina Tafo
Suame
0<IPS<10,000
PBT< –500,000 Nima
VVU Mamfe Tamale 1,000<CB<10,000
IPS<0
Oxford Street Comm. 25 Sunyani
CB<1,000 Wisconsin
Criteria Weight Description

Efficiency 0.3 Cost to Income Ratio (CIR*)
Profitability 0.2 Profit Before Tax (PBT*)
Productivity 0.2 Income Per Staff (IPS)
© 2018 KPMG, a partnership
Customer Baseestablished
0.3 under Ghanaiancustomer
Potential law and a member
base firm
(CB)of of
thelocation
KPMG network of independent
- total populationmember firms affiliated
of location and ease with KPMG International
of access to the cooperative
branch. ("KPMG 253
Operations and management (business overview) – rationalisation impact

GH
Reduction in losses
8.8m Reduction in
losses The rationalisation of branches has the potential of reducing the losses reported by the Bank. All
14 branches in the Worst Performing quadrant recorded negative PBTs. A performance loss
of roughly 8.8 million can be removed from the Banks consolidated statement of financial
performance if these branches are shut down.
253 of staff to be
Employees
The rationalisation of branches will impact employees of uniBank. The 14 branches being
(21%) affected considered in the rationalisation matrix have a total staff strength of 253 employees, accounting
for almost 21% of the permanent staff of the bank. The severance package assessment for
these staff to be laid off is being assessed.
Customers
Customers to be More than 48,000 customers of uniBank will be affected by the rationalisation of the 14
>48k migrated to other

branches. uniBank will have to migrate these customers to other near-by branches. This
planned migration process will be carefully coordinated to eliminate or reduce the potential of
branches losing customer data. Other expected issues will be that customers may complain of the
increased distance and the inconvenience of dealing with new staff and relationship managers.
Reduction in Deposits
The 14 branches to be considered for closure in the rationalisation process will affect the
GH Deposits to be expected total deposit of about GH¢230 million (for Jan-April 10, 2018), representing close to
15% of the total deposits received before 12 April. These deposits can be retained and the plan
230m affected is to proactively engage customers to reduce panic withdrawals.
Operations and management (business overview) - staff cost savings

Details of Human Resource Cost Opmisation Initiatives carried out
S/N Details Cost Implications
Savings YE Savings per
GH¢ per month 2018 (GH¢) year (GH¢)
1 5 Directors and Company Secretary removed 295,872.39 2,071,106.73 3,550,468.68 Cost savings of GH¢11,881,214.24
2 86 Outsourced Staff (Guards, Tellers and Drivers) excess to requirement removed 143,449 717,245 1,721,387.52 p.a. from first cut removal of staff
from payroll and reversals of
3 Reversed and put on hold all promotions and upgrades of Staff 695,368.56 benefits
4 Staff seconded to Related entities removed from Payroll 3,735,892.44
5 Reversal of Concessionary Loan packages to staff of related parties who have left 1,478,342.36
6 Termination of 2 Staff Consultancy contracts 22,280.09 111,400.45 267,361.08
7 Discontinued double payment of benefits (Cash and kind) 36,032.80 180,164.00 432,393.60
11,881,214.24
USD
6 Cancellation of Proposed Staff Training Programme 56,888.66
Further actions in the pipeline with potential financial implications include;

Other Human Resource Initiatives in the Pipeline
# Detail Implications
1 167 Outsourced Staff (Tellers, Dispatch riders, Drivers, etc.) 5,071,092.00
2 Branch Rationalisation (Impact on 250 employees) 11,688,571.49
GH¢11.69 million p.a. estimated
reduction in payroll cost from branch
Payroll recovery from related entities
-uniCredit rationalisation. This does not take the
-uniPrecision severance package for affected staff,
3
-HODA
7,996,161.29 estimated at GH¢10.22 million, which
-EIB is recoverable in under a year into
-Duffour Foundation
-uniSecurities account.
-IFS
4 Capping of all open-ended benefits (utilities-electricity, water and telephone) Additional GH¢5.07million cost
Job re-profiling, competency assessment /staff fit exercise to inform organisational re-structuring and
savings for removal of 167 outsourced
5 staff excess to requirement
possible disengagement of Senior Management Staff
24,755,824.78
Operations and management (business overview) - space cost savings

An assessment of uniBank’s property portfolio is being carried out to determine how to maximise the current unused or under-utilised spaces across the bank.
We also assessed rent expenses paid for branches yet to be opened but may likely not open because of the current situation of the Bank and regulatory approval
requirements
Optimisation of Office space

Current Location Description Rationalisation Plan Current Floor Proposed Cost YE 2018 Cost One-off Cost (e.g. Full Year Cost
Area (sqm) Floor Area Save/month Save (6 mths) fit out/relocation) Saving
(sqm) (GH¢) (GH¢) (GH¢) (GH¢)
Citizen Kofi Osu Branch/Office Cede of Excess Space 1628 977 91,028 546,167 - 1,092,334
Nester Square Branch Vacate Premises 175 0 35,805 214,830 - 429,660

Relocate to Platinum
13 Floor WTC EXCO UNITS 575 360 50,176 301,056 342,000 602,112
Place
Finance, Treasury,
WTC (Mezzanine & Relocate to Platinum
Data Analytics & 450 360 12,126 72,756 270,000 145,512
Additional Floor) Place
Compliance
Total 189,135 1,134,809 612,000 2,269,618
Branch rationalisations
Branch/Space Start End Amount Paid Unutilised Potential Savings
GH¢ rent GH¢
Abossey Okai 1-May-17 30-Apr-22 342,000.0 3yrs, 11mnths 267,900
• By the end of year 2018, Cost savings from these proposed
relocation plan will be GH¢522,809.04 (savings from 6 Afienya 1-Mar-17 28-Feb-22 315,240.0 3yrs, 10mnths 241,684
months). Alabar 1-Oct-16 30-Sep-21 367,200.0 3yrs, 5mnths 250,920
Dzorwulu 1-Jan-17 30-Nov-21 1,119,000.0 9yrs, 4mnths 968,100
• However, estimated cost saving is GH¢2,269,618.08 per
annum from the unutilised spaces. Korle Bu (2 floors) 1-Feb-17 14-Jun-22 331,860.0 4yrs 253,588
Kumasi City Mall No Payments made yet 369,990
• It is estimated that GH 3,181,282 one-off cost can be
20yrs,
realised from unopened branches Wa 30-Apr-14 29-Apr-39 498,000.0 502,000
11mnths
Hohoe (2 Floors) 1-Jan-17 31-Dec-21 60,840.0 3yrs, 7mnths 166,797
New Tafo 1-Jul-17 30-Jun-22 163,020.0 4yrs, 11mnths 160,303
Total 3,181,282
Operations and management (business overview) - IT cost savings

This section refers to negotiations concluded with the vendors as at 24 May 2018. A total of US$2.5m savings are expected to be realised from IT and e-banking
services/ongoing projects.
S/N Item Old Amount (US$) New Amount Savings % Reduction
(US$) (US$)
Card Management System 1,820,000 p.a 520,000 p.a 1,300,000.00 p.a. 71%
1
Callens - ATM Maintenance NCR Callens (58 ATMs) – 58,152.00 p.a. 30%
2 103, 802 p.a. 138,350.00 p.a.
Callens 92,700 p.a.
3 Cards Deactivation 628,319 p.a. 0.00 p.a. 628,319.16 p.a. 100%
Oracle Software and Hardware support renewal 321,922 p.a. 270,614.95 p.a. 51,306.60 p.a. 16%
4
costs
Information Security Architects (ISA) - Kaspersky 328,541 p.a. 157,277 p.a. 171,264 p.a. 52%
5
6 Portnox 77,666 p.a. 11,550 p.a. 66,116 p.a. 85%

Total $ 3,372,950 1,097,792 2,275,157
S/N Item Old Amount (GH¢) New Amount Savings % Reduction

(GH¢) (GH¢)
7 Kings Computers – Contract termination 56,290 p.a. 0.00 56,290 p.a. 100%
466,161 p.a.
8 Streamlining of CUG plans 271,161 p.a. 195,000 p.a. 42%
312,920 235,083 77,837

9 Vodafone outstanding bill 25%
(up to April 2018) (up to April 2018) (up to April 2018)
10 Intercom – Fibre optic cabling lease at WTC 36,129 p.a. 0.00 36,129 p.a. 100%
11 CWG 74,323 p.a. 0.00 74,323 p.a. 100%

12 Ecoband 13,788 p.a. 8,501 p.a. 5,288 p.a. 38%
13 H2 – Firewall License for DC and DR 95,175 p.a. 83,425 p.a. 11,750 p.a. 12%
Total GH¢ 1,054,786 598,170 456,617 43%
Operations and management (business overview) - other cost savings

The proposed approach is to divide the branches into zones, and create a pool of vehicles that will be requested on demand for the operations of the branches
in the zone.
Current Proposed Savings
Detail No. Avg cost /mth Cost Savings Cost Savings YE

Detail No. Avg cost /mth
Detail /month 2018 (6 months)
GH¢ (GH¢)
Fleet of Vehicles
(GH¢) (GH¢)
Owned Cars 20 38,200 Owned Cars 40,110 240,660
Owned Cars* 41 78,310
Disposal of 21 vehicles 336,000
Leased 10 70,030
Leased Cars 10 70,030 Leased - -
Dispatch 12 421,551 Dispatch 37,009 222,056
Dispatch 27 79,041
Drivers 43,912 263,470
Drivers 45 83,271 Drivers 25 555,141
Total 121,031 1,062,186
A Request for Proposal (RFP) was submitted to each existing Janitorial Service provider, with a submission deadline of Monday April 30 2018. The submissions
received on the deadline have been reviewed on the basis of which the cost reduction figures below are presented.
Cost Savings per month

Janitorial Service
6 Service Providers for all 54 branches 3 Service Providers for all 54 branches GH¢80,374.26
GH¢237,680 GH¢157,306
Cost Savings for YE 2018 (August - Dec)
Per month Per month
GH¢401,491.16
Operations and management (business overview) - customer expectations

As part of managing customers expectations and demands, the OA and BoG Officials on
Day 2 of Intervention visited all 54 uniBank branches across the country. Subsequent to
this, the OA and some staff of uniBank visited top 3 customers across each branch in the
Customer Engagements
country. This effort of the OA help achieve some stability of the deposit book and
stemmed panic withdrawals
Strategic meetings with key customers

The OA further held strategic meetings with the top hundred (100) customers by deposits
of the bank. These customers were classified into Institutional and Individual customers.
Meetings were held with other customers on a need basis.
Institutional Customers e.g. Individual Customers e.g.
1. Ghana Judicial Service 1. Dr. Daniel Markin Gyampa

2. COCOBOD 2. Raad Yason Zuber
3. Stanlib Ghana Limited 3. Adade Mensah
4. Oyedopo Ministries 4. Mahama Ayariga
5. KNUST 5. John Arthur Deposit Trend
6. Newmont Ghana Limited
7. EximGuaranty Limited GH¢m
8. Teachers Fund
9. National Lottery Authority
Objectives
The objectives of the visits were to:
 Clarify the role of the OA
 Allay customers’ fears on the safety of their deposits
Top 100 customer deposits as at 20 March 2018 was GH¢2.6 billion,

representing 55% of total deposits
Operations and management (business overview) – stakeholder engagements

Official Administrator has continued to engage other relevant stakeholders of the bank to keep them adequately informed during the intervention period.
• Bank of Ghana • Ghana • European Investment • Management • Dr Kwabena • Citi FM • Topp

International Bank Bank Committee Duffour • Joy FM Securities
• International
Monetary Fund Standard • responsAbility • Heads of • HODA Holdings • Angel FM • Topp
Examples
•
Chartered Bank Investments AG Departments • Integrated Recruitment
• Fox FM
• British Arab • African Export-Import • Branch Managers Properties • uniPrecision
• Hello FM
Commercial Bank Bank • Business Units Limited Printing
• Radio Max
• Citi Bank • GCB Bank Limited • Telemedia • Crown Jewels
Company Limited • Kesmi FM
• Ecobank Paris
Other Stakeholders
Regulators & Creditors & Dev’t

Correspondent Banks Staff Shareholders Vendors /
International Partners Media & Press Contractors
Organisations (Borrowing - GH¢316m)
Mode of Engagement
• Statutory • Emails and written • Conference calls to • MANCOM • Face to face • Press • Face to face
Reports and correspondence clarify OA role Meetings meetings to conference at meetings to
status updates • Regular face to
recover loan and uniBank head renegotiate
• Telephone calls
face meetings advances to office (WTC) contracts
• Meetings with
shareholders terms and
BSD • Interviews at
various media licences
• Meetings with
BoG Governors houses
Appendix
- 4.2 OA Governance Structure and Executive Team
Operations and management (OA) - governance structure

Introduction and Background Official Administrator (OA)
The OA is responsible for the day to day operations of uniBank. The powers,
On 20 March 2018, the Bank of Ghana (BoG) and regulator of financial institutions
functions and responsibilities of the shareholders, directors, and key management
appointed KPMG in Ghana as the Official Administrator (OA) for uniBank Ghana
personnel of uniBank is vested in the OA.
Limited (uniBank) in exercise of its powers under Sections 107 and 108 of the Banks
and Specialised Deposit-Taking Institutions Act, 2016 (Act 930). In furtherance of its mandate and in accordance with sections 107 to 122 of the
Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930), the OA has
The OA upon appointment, assumed control of uniBank and all its branches including established this corporate governance structure that sets forth rules and policies
the responsibilities of the shareholders, directors, and key management personnel of that govern the performance of Senior Management and staff of uniBank.
uniBank.
In performing its functions, the OA team oversees matters relating to the following
areas:
In line with BoG’s corporate governance requirements and leading practices in
corporate governance, the OA has established a working governance structure to • Payments of contracts to third parties and affiliates
direct, control and oversee the activities of uniBank.
• Selling, transferring, leasing or otherwise disposing of any assets
Governance Structure • Compensation arrangements for staff
• Any decision taken by existing Senior Management that is likely to cause
The OA’s governance structure outlines the working and reporting relationships significant reputational risk or result in substantial negative publicity
amongst the various governance entities in uniBank. This structure facilitates key
activities such as the establishment and monitoring of operational and strategic goals. • Engagements with BoG and third parties
The governance structure of uniBank includes the following elements:

Oversight Body
• The Official Administrator (OA) – appointed by BOG
• Oversight Body Regular meetings are held between Bank of Ghana (BoG) and KPMG. There are bi-
• The Executive Representative of the OA (Executive Representative) weekly meetings between Banking Supervision Department and the Official
• Engagement Partner of the OA (Engagement Partner) Administrator. In addition, updates are provided to the Governors on a regular basis
• Senior Management of uniBank (including experts appointed by the OA)
• Management Committees The Executive Representative of the Official Administrator (OA)
• Internal Audit
• Other Assurance Functions of uniBank (risk management, internal control and The primary responsibility of the Executive Representative of the OA (Executive
compliance) Representative) is to liaise with the OA in providing direction and general oversight
of the day-to-day operations of the Bank. The Executive Representative reports
regularly to the OA on the performance of uniBank and the progress being made
towards the achievement of engagement objectives.

Responsibilities of the Executive Representative includes the following: Senior Management Team
• Assist in assessing the governance, operating model and financial health of the
The Senior Management team is headed by the Executive Representative who is
bank.
responsible for the day to day management and operations of uniBank and reports
• Assist in pursuing an aggressive recovery strategy and renegotiate favourable
to the OA. The Senior Management team includes experts appointed by the OA to
settlement terms with creditors.
oversee specific functions of uniBank. The Senior Management team is composed
• Assist in identifying and reviewing key contracts and agreements.
of the Executive Representative, the Chief Financial Officer, Head of Treasury and
• Assist in implementing and operating appropriate internal controls.
Head of Human Resources.
• Assist in ensuring the effective administration of the bank to secure and safeguard
depositors’ funds The Senior Management team convenes weekly as part of the OA Project
• Assist in evaluating the appropriateness of resources: people, systems, policies Management Office meetings and minutes are kept of all meetings.
and processes for the effective operations of the bank
Responsibilities of the Senior Management team includes the following:
Engagement Partner • Manage uniBank’s activities in line with the objectives and strategy determined
The Engagement Partner’s primary responsibility is to ensure that the activities of the by the OA
OA is in compliance with KPMG risk management and quality assurance process. • Formulate and recommend strategies to the OA on loan recoveries
Responsibilities of the Engagement Partner includes the following: • Implement the culture, values and ethics of uniBank as established by the OA
• Oversee the timely review and submission of specific reports to the BoG • Oversee activities of management and ad hoc committees
• Attend management committee meetings and special meetings with BoG • Review corporate and uniBank-wide performance (operational activities)
• Provide direction to KPMG staff who are executing specific projects for the OA • Organise an internal control system that provides reasonable assurance on the
• Review reports developed by KPMG personnel reliability of internal reporting and financial disclosure
• Submit project reports on KPMG activities to the OA • Report weekly to the OA on uniBank's financial position
• Oversee compliance with KPMG risk management policies and procedures Management Committees
The key management committees of the Bank are:
• Executive Committee (EXCO)
• Management Committee (MANCOM)
• Credit Risk Management Committee
• Management Credit Committee
• Assets and Liability Committee (ALCO)

The terms of reference of MANCOM has been updated to include the additional Internal Control Framework
functions (roles and responsibilities), composition and meeting procedures.
MANCOM meets bi-weekly or as directed by the OA. The OA in coordination with the Senior Management team of uniBank have the
responsibility to establish and maintain a sound system of internal controls.
MANCOM is responsible for implementing uniBank’s strategic priorities and
addressing critical business issues and opportunities. The membership is drawn from The internal controls of uniBank are designed to provide reasonable assurance over
the Senior Management team and departmental heads. financial reporting, effectiveness and efficiency of operations and compliance with
The OA shall constitute other committees as and when the situation demands. BoG regulations and applicable laws.
uniBank’s system of internal control includes the following:

Internal Audit
Internal audit is an independent, objective assurance and consulting function • The establishment of guidelines to oversee the activities of key functions (finance,
established to examine, evaluate and improve the effectiveness of risk management, Treasury, Human Resources)
internal control, and governance processes of uniBank. • The establishment of guidelines and policies for the recoveries of outstanding
The Executive Head of internal Audit reports functionally to the Official Administrator loans
and administratively to the Executive Representative. • The issuance of specific guidelines on banking activities (deposits and credit
The Executive Head of Internal Audit is accountable to the Official Administrator and facilities and daily reconciliation of suspense accounts) to relevant staff of uniBank
has developed and implemented an updated risk based audit plan which has been • The maintenance of records that accurately and fairly reflect the transactions and
approved by the Official Administrator. assets of uniBank
• The prevention or timely detection of unauthorised acquisition and use of the
Risk Management uniBank’s assets that could have a material effect on the financial statements
The main objective of uniBank’s Risk Management Framework is to identify and
manage significant risks related to the execution of the bank’s strategy and
operations. The Risk Management framework defines the enterprise-wide risk Compliance
management principles, objectives and responsibilities within uniBank. uniBank’s
enterprise-wide risk management process includes identification, assessment, The Compliance Department is responsible for the oversight of uniBank’s adherence
categorisation, prioritisation, monitoring and reporting of significant risks. to regulatory requirements and BoG directives including the coordination of the bank’s
The Senior Management team have a fundamental risk management responsibility to risk/AML-CFT compliance programme.
ensure that uniBank’s risk profile is up to date with emerging risks and that the Risk The OA oversees the activities of the Head of Compliance to ensure that a
Management Framework responds in a timely manner to relevant changes. compliance programme is maintained for uniBank and that compliance issues are
resolved expeditiously.
The risk management function submits regular reports to the Executive
Representative on the status of loan recoveries. Coordination with the respective department heads is the responsibility of the Chief
Compliance Officer. The compliance program is updated regularly to incorporate
changing responses to evolving internal and external conditions.
Operations and management (OA) - BoG oversight

The Bank of Ghana has exercised its oversight over the Official Administrator's activities in a number of ways including through meetings and letters.
Pre-intervention Meetings
Key Meetings Subject of Meeting Key Audience/Present
Operational Planning • Presentation on Operational Plan for Governors of Bank of Ghana, Heads of Banking
intervention and Management of uniBank Supervision, KPMG
(Ghana) Limited
Meeting to update BoG • Briefing the Governors on Operational Governors of Bank of Ghana, KPMG
Readiness of OA
Final pre-intervention Meeting • Final Readiness Check with Banking Operational Team of BSD and KPMG Team
Supervision Department
Management and Update Meetings
Key Meetings Subject of Meeting Key Audience/Present
30 Day Report • Presentation on the 30 Day report (Inventory • Governors of Bank of Ghana, Heads of
of Assets and Liabilities) submitted to the Banking Supervision Division (BSD), OA’s
Bank of Ghana by the OA. Management Team
Bi-weekly meetings with BSD, Bank of Ghana • Update on key operational matters including • Heads of BSD and OA’s Management Team
follow up on approval letters, liquidity
requests, customer related matters
Liquidity request and customer obligations • Discussion on conditions and application of • 1st Deputy Governor, Heads of BSD, OA’s
GH¢68m BOG liquidity support for uniBank Management Team
(SME, Individual and Rural Banks)
Status Report to BoG • Presentation on the current state of the • Governors and OA’s Management Team
bank, key findings and how OA is managing
the bank
Appendix
- 4.3 Changes Made to Key Policies
Operations and management – key policy changes

The Official Administrator has made some key operating policy changes and taken a number of steps across key functions to sustain the operations of the Bank. These
changes cut across core functional areas such as Finance, Credit, Human Resource, Treasury amongst others.
.
Official Administrator (OA) Treasury
• Defined priorities of the Bank in administrations to include: loan recoveries, • With approval of Bank of Ghana, rolling over all matured fixed deposits of
cost optimisation, customer and stakeholder expectations management financial institutions and State-owned Enterprises at sovereign rate
• Presiding over key governance meetings and represent the bank at functions • Treasury approval required for all withdrawals above GH¢50,000.
• Reviewed outsourced contracts to ensure cost effectiveness and value for • Treasury approves payment orders above GH¢10,000
money • Maturity profiling of all deposit of the bank to ensure robust fund and
• Suspension of all sponsorship and CSR activities that may have cost impacts liquidity need assessment
• Determined liquidity needs of the bank and seek support from Bank of Ghana
• Removal of Board of Directors and key management as required by the law
Credit Risk HR
• Suspension of credit pending credit approvals which were not fully cash- • Reversed and put on hold all staff promotions and salary increases
backed • Staff assessment to determined excess capacity, competency and fit
• Review of key credit approval processes including overdraft drawdown • Reviewed key contracts of outsourced staff and reduced the excess staff
conditions supply
• Review of all loan facilities and collateral documentations to determine LTV • Introduced whistle blowing and ethics line to ensure staff confidentiality
• Development of loan recovery plans with cash flow projections • Performed assessment cost of removal of key management
• New cash backed facilities are processed for approval as required, subject to • Staff engagement and communication to key stakeholders
a lien being placed on the cash collateral
Finance
• Reviewed the General Leger and Trial Balance and validation of the financials • Ongoing initiatives to ensure all departments cut costs by 30% of budgeted
• Reviewed the entire finance functions to determine competency and capacity amounts for the year to ensure cost savings
needs Identified various components making up operating expenses • Provides oversight over the payment approval process which ensures that all
• Reviewed cash collection activities, Saturday Banking to determine profitability invoices after going through the Bank’s existing approval procedures are
• To avoid cash accounting which was the practice, directives have been given to referred to OA Finance team for authorisation with the following authority limits.
departments to provide all expenses incurred before each month end to ensure - Greater than GH¢100,000 - Simon Dornoo (ER of OA)
accruals are made in relevant periods. - Up to GH¢100,000- Joyce Adu Ntim (OA Finance Lead).
• A policy document on accounting for leasehold improvement has been prepared - Branch expenses are, however, approved by the FC with OA in copy of the
and awaiting approval. approval e-mail
Appendix
- 4.4 Loan recovery plan
Operations and management (loan recovery) – recovery plan

The overall approach to recovery is presented below:
Accounts Recovery Strategy

Segmentations Recovery Analysis
 Recovery analysis is conducted on non-performing facilities

 Accounts were segmented into
and are segmented into their prospects of recovery (High,  Based on the classifications
performing and non-performing
Medium, Low). assigned, various recovery
 The factors considered In profiling the facilities include the strategies are formulated
 For the purposes of this exercise, any
industry of the customers, the availability and credibility of
account which is one (1) day past due
financial information of the customer, availability of security
would be classified as non-performing.
and credibility of management (related parties etc.)
Recovery shall be done on a best effort basis and with the overarching objective of preserving the assets of the Bank and safeguarding
depositors’ funds amongst others.
Operations and management (loan recovery) – recovery strategies

Prospect of
Recovery
Key Action • Negotiated Settlements • Continuous recovery pressure • Continuous recovery pressure
Points
• Engage services of debt collectors • Restructuring of facility • Restructuring of facility
• Intense recovery pressure • Continuous customer engagement • Continuous engagement with
• Accrued facilities would be referred • Litigation customer
to management for possible write-off • Judicial/Private sale of collateral to • Continuous monitoring of
• Deferred Expenditure converted to settle exposure performance in the case of
loans to be referred to management restructured or negotiated settlement
for necessary action facilities
• Publish names of defaulters
• Judicial/Private sale of collateral to

settle exposure
• Litigation
Operations and management (loan recovery) – recovery strategies

In order to drive the recovery process, accounts that fall in specific sectors have been grouped together, with specific strategies formulated. The accounts have been
grouped as follows: Construction, Telecom, Financial Institutions, Bulk Oil Distributors, Special Purpose Vehicle transactions (SPVs), Exposures due to Commission On
Transaction (COT)/service charges and the rest referred to here as Others. Below is a table showing our proposed strategies for each of these categories going
forward:
Timeframe/
Category Strategy Frequency of call
0-15 days
1. Engage officials from Ministry of Finance and other agencies like COCOBOD and Bank of Ghana to expedite action on the payment
15-30 days
Construction at strategic level
2. Continuous engagement with customer
30-45 days
1. Customers whose businesses have collapsed(e.g. RLG): sale of properties held as collateral
2. Going Concerns (expecting payments from Government of Ghana) 1-10 days
• Engage officials of the Ministry of Finance and National Communications Authority through formal letters and personal calls
Telecommunication
• Recovery teams of 10-20 members to follow up at the Ministry of Finance and National Communications Authority twice in a 11-30 days
week
• Continuous engagement with customer Weekly
1. Demand letters to be sent out
1-5 days
2. Engage with management (strategic level)
6-10 days
3. Recovery team of 10-20 to maintain consistent recovery pressure in the banking halls of their strategic branches on a regular basis,
11-30 days
Financial Institutions preferably daily.
31-45 days
4. Increased pressure in branches; two additional branches per week in so far as payment is not made depending on institution’s
branch network and geographical location of recovery
After 45days
5. Send letter notifying them of publication in the newspapers
Bulk Oil Distributors 1. Engage at strategic level with management 0-15 days
(BDCs) 2. Engage Ministry of Finance/Ministry of Energy to assign payments
3. Going Concerns – Engage for a restructuring plan
Deferred Expenditure At a strategic level; Official Administrator (OA) and Bank of Ghana to engage with shareholders to make good their obligation after 1-30 days
transferred to Loans validating the exposures
Others These include accounts in Small and Medium Enterprises (SME)/Consumer Finance and lower end corporates.
Various strategies to be deployed and not limited to:
1. Asset repossession (vehicles used as collateral)
2. Enhanced cash collection for trading concerns on daily basis and Sunday church collections 1 - 60days
3. Restructuring to align cash flows to facility repayment
4. Picketing
5. Politically Exposed Persons (PEPs) –Notify them of intended press publication of names and pictures
6. Churches (Reputable) – Notify them of intended Press publication and follow up with Sunday church attendance and cash collections
Operations and management (loan recovery) – recovery efforts

Since the commencement of the recovery exercise in April, the Bank has adopted
varied approaches in the recovery of overdue exposures. The strategies included
the setting up of teams at business levels which was later revised with members
drawn from business other functional areas including legal, credit risk, loan
processing unit and retail banking. The objective is to go for 100% recovery in all
instances, where recovery chances are weak we go in to recover as much as we
can “under best effort basis”. Over the last eleven weeks’ period of recovery, a
total of GH¢87.9 million has been collected so far.
The recovery efforts and strategy are reviewed on a weekly basis to make the
necessary amendments in order to improve the collections in the immediate and
medium term so as to achieve the set targets
Recovery Performance
The table below presents a summary of the recovery performance for April, May
and June 2018, categorised on business units.
April May June Total

(GH¢) (GH¢) (GH¢) (GH¢)
Corporate 34,670,915.73 25,693,352.86 17,052,272.07 77,416,540.66
SME 3,119,178.74 1,990,638.54 1,577,184.37 6,687,001.65
Recoveries 1,245,301.78 265,147.61 1,510,449.39
Consumer 456,878.19 793,431.80 410,890.13 1,661,200.12
Legal 505,852.56 118,000.00 623,852.56
Total 39,998,127.00 28,860,570.81 19,040,346.57 87,899,044.38
Operations and management (loan recovery) – recovery efforts

Corporate SME Recoveries Consumer Legal
Week (GH¢) (GH¢) (GH¢) (GH¢) (GH¢) Total (GH¢)
Week 1 6,938,852.94 808,918.30 333,241.12 81,340.55
8,162,352.91
April Week 2 9,500,746.56 684,004.02 683,747.98 108,908.66 20,000 10,997,407.22
Week 3 7,413,272.43 969,914.93 73,237.18 135,575.75 447,852.56 9,039,852.85
Week 4 10,818,043.80 656,341.49 155,075.50 131,053.23 38,000 11,798,514.02
Sub Total (April) 34,670,915.73 3,119,178.74 1,245,301.78 456,878.19 505,852.56 39,998,127.00
Week 5 3,400,972.35 504,902.08 126,994.45 78,837.10 98,000 4,209,705.98

May Week 6 3,848,105.34 547,593.09 138,153.16 148,621.81 20,000 4,702,473.40
Week 7 3,422,409.96 373,693.15 148,324.65
3,944,427.76
Week 8
4,662,037.52 105,140.01 337,429.43 5,104,606.96
Week 9
10,359,827.69 459,310.21 80,218.81 10,899,356.71
Sub Total (May) 25,693,352.86 1,990,638.54 265,147.61 793,431.80 118,000.00 28,860,570.81
Week 10 4,546,825.86 1,104,205.06 200,398.42 5,851,429.34

June
Week 11 12,505,446.20 472,979.31 210,491.71 13,188,917.22
Sub Total (June) 17,052,272.07 1,577,184.37 0.00 410,890.13 0.00 19,040,346.57
Grand Total 77,416,540.66 6,687,001.65 1,510,449.39 1,661,200.12 623,852.56 87,899,044.38
Operations and management (loan recovery) –negotiated settlements

The table below presents various negotiated settlements and payment arrangements that have been entered into since the Bank went into Administration on 20 March
2018. the information also provides the performance status of these settlements and arrangements.
Outstanding Write Off Negotiated

No. Customer Account Number Balance (Gh¢) Amount (Gh¢) Amount (Gh¢) Approval Date Status
1 Farozzi Enterprise 0071307072641 39,866.92 12,866.92 27,000.00 03-may-18 Paid off
2 First Class Car Rental 0131000271361 10,000.24 5,000.24 5,000.00 03-may-18 Paid off
3 Int Cent Gospel Ch-possibility 0021300703191 223,968.90 19,459.45 204,509.45 10-may-18 Paid off
Ass
4 Sakasam Trd Ent 0041304005211 193,842.06 53,842.06 140,000.00 24-apr-18 Paid off
5 Viggis Ventures 0071307019891 340,404.94 60,404.94 280,000.00 09-apr-18 The facility has been paid down by
GH¢200,000.00 and the customer
is yet to pay the remaining
GH¢80,000.00
6 Skj Ghana Limited 0211301670741 4,564,277.39 619,277.39 3,945,000.00 18-may-18 Client to pay GH¢1.5Million within
3 weeks to end in Second week of
June. GH¢2Million to be refinanced
by Stanbic. The difference in
interest to be agreed by both
parties
7 Smagow Resources (Gh) Ltd 0021300179782 90,838,813.00 N/A N/A 05-april-18 The customer has agreed to pay
$50,000.00 per week. The
customer has been consistent.
Amount to be reviewed to
$80,000.00 by July 2018
Glossary of terms
Term Meaning Term Meaning
Report on the Financial Condition and EXCO Executive Committee
90-Day Report Future Prospects of uniBank (Ghana)
FATCA Foreign Account Tax Compliance Act
Limited issued on 20 June 2018
AD Active Directory FI Financial Institution
ALCO Assets and Liability Committee FLUR Forex Loss Under Recovery
ALM Assets and Liabilities Management FSV Forced Sale Value
AMC Asset Management Company GRA Ghana Revenue Authority
AML Anti-Money Laundering IA Internal Audit
AQR Asset Quality Review IFI International Financial Institutions
BAC Board Audit Committee IFRS International Financial Reporting Standards
BoG Bank of Ghana IPC Interim Payment Certificates
BSD Banking Supervision Department IPO Initial Public Offering

International Professional Practice
CAML Compliance and Anti-Money Laundering IPPF
Framework
CAR Capital Adequacy Ratio KYC Know your customer
CDD Customer Due Diligence LTV Loan to Value
CFT Combating the Financing of Terrorism M&A Mergers and Acquisitions
COT Commission on Turn-Over MANCOM Management Committee
CRB Consolidated Reporting Base MoF Ministry of Finance
CSR Corporate Social Responsibility MTM Mark To Market
CWIP Capital Work In Progress MTO Money Transfer Organisations
DC Data Capture NBFI Non-Bank Financial Institution
DR Disaster Recovery NDA Non Disclosure Agreement
ED Executive Director NED Non-Executive Director
EDD Enhanced Due Diligence NPL Nonperforming Loan
ELA Emergency Liquidity Assistance OA Official Administrator
ERM Enterprise Risk Management OMV Open Market Value
ESD Electrostatic Discharge P&A Purchase and Assumption
Glossary of terms
Term Meaning
PBT Profit Before Tax
PEPs Politically Exposed Persons
PPA Public Procurement Authority
RWA Risk-Weighted Assets
SEC Securities and Exchange Commission
SLA Service Level Agreement
SOE State-Owned Enterprises
SPV Special Purpose Vehicle
TPL Third party loans and advances
•Important notes
• This Report is made by KPMG, a Ghanaian partnership, member firm of the KPMG network of independent
firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity, and is in all
respects subject to the negotiation, agreement, and signing of a specific engagement letter or contract. KPMG
The contacts at KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG
in connection with this International or any other member firm vis-à-vis third parties, nor does KPMG International have any such
report are: authority to obligate or bind any member firm.
Nii Amanor Dodoo • This Report contains confidential material proprietary to KPMG and has been prepared solely and exclusively for
Senior Partner the benefit, information and use of Bank of Ghana (“BoG”). This report cannot be used by BoG for any
T: + 233 (0)20 878 5568 purposes other than as expressly stated herein; neither can this report be disclosed to, referred to, or used by,
E: adodoo@kpmg.com any third party.
• This information and the ideas herein may not be disclosed to anyone outside BoG or be used for any other
Andrew Osei Akoto purpose, except with the prior consent of KPMG.
Partner, Risk Consulting • Should you wish to disclose or refer to this report in any way, including but not limited to any publication on any
T: + 233 (0)20 817 4629 electronic media, to any third party, you are required to notify such third party of the fact that the report has
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Financial Condition

Liquid assets represent 2% of total liabilities

1 Shareholder proposal to repay amounts owed by related entities

2 Recovery of loans including Interim Payment Certificates by Government

The nature of the shareholders’ proposal in Cash

Solvency Scenarios under shareholder proposals

Net liabilities 6,781 5,781 4,781 3,551 2,936 2,321

Shareholder Proposal with IPCs and

Net liabilities 6,781 5,341 4,341 3,111 2,496 1,881

Governance, Risk and Compliance 75

Background, objective and scope

Approach, timelines to planning and executing We are here

Operational Planning and Pre-Intervention

W1-2 (9-20 March 2018) From W27

W3-26 (April –Sept 2018)

Develop Execute Review Manage,

This report has been presented in three main segments: Restriction

Official Administrator - key decisions and actions

75 1,027 Peer benchmarking

Balance sheet summary

Current tax asset - 7.9 7.9 7.9 7.9 Advances to Shareholders*

Balance sheet – Loans and advances, and other assets

GH¢’m Gross loans GH¢’m Other assets

Balance sheet – overview of third-party loans and advances (TPLs)

Balance sheet – overview of third-party loans and advances (TPLs) (cont.)

All numbers as at 31 May 2018

Suspicious transactions review (work ongoing)

Suspicious transactions review (work ongoing)

Balance sheet – key liabilities at 31 May 2018

Summary of deposits Ageing of amounts due to banks and FIs

Ageing of deposits Amounts due to banks & FIs

Income statement - overview

Income statement – cost base

Implications for Bank solvency and liquidity

Bank solvency – adjusted net asset position as at 31 March 2018

Net liabilities post

Implications for Bank solvency and liquidity (cont.)

Key management and governance findings

Credit/Loan Process Regulatory Compliance

Systemic considerations and assumed BoG priorities

International exposure uniBank Employment and social impact

uniBank uniBank staff and 1,748 related party

Options assessment - context

Resolution options - overview

REHABILITATE BACK TO VIABILITY ORDERLY RESOLUTION

Option A - — Shareholder delivers on outline — Purchase & Assumption ‘good

— Third party investor led solution,

— Transfer to state delivered through

Resolution options - overview

A - Shareholder • Moral hazard – market signalling considerations

B - Third-party • Deliverability – limited investor interest given non-credible equity story

C- • IFI confidence – perceived as last resort option

Option A – Shareholder repayment of advances & recapitalisation

¢ ¢ IFI confidence Dependent on resolution speed

Financial inclusion Branch coverage and access retained

KEY ISSUES: COMPLEXITY

Option B – Third-party recapitalisation

OVERVIEW - combination of: SYSTEMIC IMPACT