2011 ANNUAL REPORT Individual Financial Statements

Transcription

1 2011 ANNUAL REPORT Individual Financial Statements 1

2 BANCA ANTONVENETA S.p.A., Sole Partner Bank Subject to the management and co-ordination of Monte dei Paschi di Siena S.p.A. Fully paid up share capital EUR 1,006,300,00 Registered office: Padova Piazzetta Filippo Turati, 2 Register of Companies of Padua Taxpayer and VAT Code Member of the Interbank Deposit Protection Fund 2

3 CORPORATE OFFICERS BOARD OF DIRECTORS Chairman Deputy Chairmen RABIZZI, Ernesto CALTAGIRONE Francesco MARCHI Enrico Directors ANCILLI Riccardo BERLINGUER Aldo CARRARO Massimo DESTRO Nereo MONTINARI Dario PERICCIOLI Moreno QUERCI Carlo ROSATI Mauro ZANI Ezio Board of Statutory Auditors Chairman Acting Auditors Alternate Auditors FABRETTI Pietro DALLA LIBERA Alberto SCHIAVONE Carlo ROSSI CHAUVENET Leopoldo HEAD OFFICE Chief Executive Officer Deputy Chief Executive Officer MENZI Giuseppe CHIAVISTELLI Cesare 3

4 BALANCE SHEET Assets (EUR) 10 Cash and cash equivalents Financial assets held for trading Financial assets available for sale Due from banks Due from customers Hedging Derivatives Equity investments Tangible assets Intangible assets of which: goodwill Tax assets a) current b) advanced Other assets Total assets

5 BALANCE SHEET Total liabilities and shareholders' equity (EUR) 10 Due to banks Due to customers Outstanding securities Financial liabilities held for trading Financial liabilities valued at fair value Other liabilities Staff severance indemnity pay Provision for risks and charges: a) pension funds and similar obligations - - b) other funds Valuation reserves Reserves Share premium Capital Profit (Loss) of the year (+/-) ( ) Total liabilities and shareholders' equity

6 INCOME STATEMENT EUR) Accounts Interest and similar income Interest and similar expense ( ) ( ) 30 Interest margin Commissions receivable Commissions payable ( ) ( ) 60 Net commissions Dividends and similar income Net result of trading Net hedging results ( ) 100 Profit (loss) from sale or repurchase of: (b) financial assets available for sale (d) other financial liabilities Net result of financial assets and liabilities valued at fair value ( ) 120 Intermediation margin Value adjustments/recoveries for impairment of: ( ) ( ) a) Loans ( ) ( ) b) Financial assets available for sale - ( ) d) Other financial transactions Net result of financial activities Administrative expenses ( ) ( ) a) Staff expenses ( ) ( ) b) Other administrative expenses ( ) ( ) 160 Net provisions to risk and charge funds ( ) Net value adjustments/recoveries on tangible assets ( ) ( ) 180 Net value adjustments/recoveries on intangible assets ( ) ( ) 190 Other operating income/charges Operating costs ( ) ( ) 210 Profit (loss) of equity investments - ( ) 230 Net value adjustments on goodwill ( ) Profit (Loss) from investment sale Profit (loss) of the current trading assets before tax ( ) Income tax for the period of the current trading assets ( ) Profit (loss) of the current trading assets after tax ( ) Profit (loss) for the period ( )

7 STATEMENT OF CONSOLIDATED PROFITABILITY Items (in euro) 10 Profit (loss) for the year ( ) Other income components after tax 20 Financial assets available for sale Total other income components after tax Overall profitability (Item ) ( )

8 TABLE OF THE CHANGES IN NET EQUITY (EUR) Outstanding as at Opening balance change Outstanding as at Allocation result for previous year Reserves Dividends and other allocations Changes in reserves Issue of new shares Purchase of own shares Changes for the year Net equity transactions Extraordinary distribution of dividends Capital instrument change Derivatives on own shares Capital: a) ordinary shares b) other shares Share premium ( ) Reserves: a) of profits b) other Valuation reserves Capital instruments Own shares Profit (Loss) for the year ( ) ( ) ( ) ( ) Net Equity ( ) ( ) Stock option Profit (Loss) for Net equity as at TABLE OF THE CHANGES IN NET EQUITY (EUR) Outstanding as at Opening balance change Outstanding as at Allocation result for previous year Reserves Dividends and other allocations Changes in reserves Issue of new shares Purchase of own shares Changes for the year Net equity transactions Extraordinary distribution of dividends Capital instrument change Derivatives on own shares Capital: a) ordinary shares b) other shares Share premium ( ) Reserves: a) of profits ( ) - ( ) b) other Valuation reserves Capital instruments Own shares Profit (Loss) for the year ( ) ( ) Net Equity ( ) Stock option Profit (Loss) for Net equity as at

9 CASH FLOW STATEMENT (EUR) A. OPERATING ASSETS Cash flow from operations net income (+/-) ( ) capital gains/losses on financial assets held for trading and on assets/liabilities valued at fair value (-/+) capital gains/losses on hedging assets (-/+) net v alue adjustments/recov eries for impairment (+/-) net v alue adjustments/recov eries on tangible and intangible assets (+/-) net prov isions to risk and charge funds and other costs/rev enues (+/-) ( ) tax and duties to be settled (+/-) ( ) net v alue adjustments/recov eries of groups of assets being sold after tax (+/-) - - other adjustments ( ) 2. Liquidity generated/absorbed by financial assets ( ) financial assets held for trading ( ) ( ) financial assets held at fair value - - financial assets available for sale (12.384) due from banks: at sight ( ) due from banks: other loans ( ) customer loans ( ) ( ) other assets ( ) 3. Liquidity generated/absorbed by financial liabilities ( ) due to banks: at sight due to banks: other loans ( ) due to customers ( ) outstanding securities financial liabilities held for trading financial liabilities held at fair v alue ( ) other liabilities ( ) ( ) Net liquidity generated/absorbed by operating assets B. INVESTMENTS 1. Liquidity generated by: sale of shareholdings dividends collected on shareholdings - - sale/repay ment of financial assets held to maturity - - sale of tangible assets - - sale of intangible assets - - sale of subsidiaries and company branches Liquidity absorbed by ( ) ( ) purchase of shareholdings (77.243) - purchase of financial assets held to maturity - - purchase of tangible assets ( ) ( ) purchase of intangible assets purchase of subsidiaries and company branches - - Net liquidity generated/ absorbed by investments ( ) ( ) C. FUNDING issue/purchase of ow n shares - - issue/purchase of capital instruments - - distribution of div idends and other purposes ( ) ( ) Net liquidity generated/absorbed by funding ( ) ( ) NET LIQUIDITY GENERATED/ABSORBED DURING THE YEAR ( ) Reconciliation Accounts Cash and cash equiv alens at y ear opening Total net liquidity generated/absorbed during the y ear ( ) Cash and cash equiv alents resulting from forex floating Cash and cash equiv alents at y ear closing

10 KPMG INDEPENDENT AUDITORS REPORT pursuant to articles 14 and 16 of Italian Civil Code of 27 Jan 2010, no. 39, and 165 of Italian Civil Code of 24 February 1998, no. 58 To the Shareholder of Banca Antonveneta S.p.A (Translation from the original Italian text) 1. We have audited the consolidated financial statements of Banca Antonveneta S.p.A. as of December 31, 2011 comprising the balance sheet, the income statement, the statement of changes in shareholders equity, the cash flow statement and the related explanatory notes. The responsibility of preparing these consolidated financial statements in conformity with International Financial Reporting Standards adopted by the European Union and the standards issued in accordance with article 9 of Legislative Decree no. 38/05 are those of the director s of Banca Antonveneta S.p.A. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards and procedures recommended by Consob. In accordance with such standards and procedures, we planned and performed our audit to obtain the information necessary to determine whether the consolidated financial statements are materially misstated and if such consolidated financial statements, taken as a whole, may be relied upon. An audit includes examining, on a sample basis, evidence supporting the amounts and disclosures in the financial statements, as well as assessing the appropriateness of the accounting principles and the reasonableness of the estimates made by the directors. We believe that our audit provides a reasonable basis for our opinion. For our opinion relating to the financial statements of the previous year, for which the data is presented for comparative purposes, please refer to our audit report dated 1 April In our opinion the consolidated financial statements of Banca Antonveneta S.p.A. for the year ended December 31, 2011 comply with International Financial Reporting Standards as adopted by the European Union and the standards issued in accordance with article 9 of Legislative Decree n 38/05; accordingly, they present clearly and give a true and fair view of the consolidated financial position, result of operations, changes in shareholders equity and cash flows of Banca Antonveneta S.p.A. for the year then ended. 4. The Bank, as required by law, has included in its notes to the consolidated accounts, essential data pertaining to the last balance sheet of the company that on its behalf, exercised management and coordination activities. The opinion given on the balance sheets of Banca Antonveneta S.p.A does not take into consideration this data. 5. The responsibility of preparing the report on management in conformity and as prescribed by law pertain to the directors of Banca Antonveneta S.p.A. It is our competence to express our opinion on the reporting of the balance sheet, as required by law. To such end, we have performed the procedures as indicated under audit principle no. 001 emanated by the National Board of Commerce and Accounting Experts as recommended by Consob. In our opinion, the balance sheet is coherent with the annual report of Banca Antonveneta S.pA. for the year ended 31 December Padova, 4 April 2012 KPMG SpA Vito Antonini, Partner 10

11 REPORT OF THE BOARD OF STATUTORY AUDITORS FOR THE SHAREHOLDERS MEETING CALLED TO APPROVE THE ANNUAL REPORT OF BANCA ANTONVENETA S.P.A. AS AT 31 DECEMBER 2011, PURSUANT TO ARTICLE 2429, COMMA 2 OF THE ITALIAN CIVIL CODE Dear Shareholder, During the period that ended on 31 December 2011, the Board of Statutory Auditors performed supervisory activities as required by law based on behavioral principles recommended by the Consiglio Nazionale dei Dottori Commercialisti (National Board of Accountants) and accounting professionals, taking into account supervisory instructions received from the Bank of Italy and deliberations from Consob. As a first point of reference, this Board of Statutory Auditors was nominated in the Shareholder s Meeting of 29 July The Board of Statutory Auditors, as foreseen by art of the Italian Civil Code and Legislative Decree n. 39/2010, organized their supervisory activities based upon the observance of laws and the Statute, in respect of principles for correct administration, and in particular, the adequacy of the organization s structure, internal controls, and the accounting administration system, adopted by the Bank and on the independence of the external auditor. From the stated activity and their results, the Board of Statutory Auditors responds with the present report. The Board of Statutory Auditors emphasizes to have adhered to the request made by the President of the Board of Directors on 20 March 2012, to waive the terms as per art 2429 of the Italian Civil Code, that foresee making the annual report available by the Board of Directors. The Board of Statutory Auditors has verified and determined that the annual report as of 31 December 2011, as restated in conformity with IAS-IFRAS (International Accounting Standards and International Financial Reporting Standard) is in observance of dispositions from the Bank of Italy currently in effect, correctly represents the income, shareholder s equity, and financial situation of the Bank and its management performance. Net income for the current period, excluding the effects of PPA (Purchase Price Allocation), amortization of intangibles with relative tax effect, impairment on intangibles, and value adjustments on impairment, amount to Euro million. With respect to IAS 36, testing was performed on the impairment value and on the defined useful life of the intangible assets, effected by the competent divisions of the Bank in collaboration and together with the Group Head of Banca Monte dei Paschi di Siena S.p.A., and the annual report results evidence a loss of Euro ,73. The Board of Statutory Auditors retains that the transactions effected by the Bank have been conducted with respect to principles of correct administration, were deliberated and initiated in conformity with the laws and social statute. They do not appear to have imprudent, risky manifestations, with potential conflicts of interest or are in contrast with the deliberations assumed by the Assembly or such so that compromise the integrity of the shareholder s equity. The Board of Statutory Auditors participated in 2 Assemblies, 3 Supervisory Board Meetings ex Leg. Decree 231/01, and 13 Board of Director s meetings, that have taken place during the year, and have obtained by the Directors during the course of the aforementioned gatherings, periodic information on the general performance of management and its predictable evolution, as well as on the delegated faculties, and on operations of greater economic importance, finance, and equity effected by the Bank. The information received did not evidence the existence of atypical and or unusual operations, and during the course of the year, transactions were initiated with related parties traceable to ordinary 11

12 intergroup banking activities, for which, in accordance with regulatory provisions in force, information has been provided in the report on management. With regards to operations carried out with the entities that perform the functions of administration, management, and control, they were deliberated with respect to art. 136 of the Cumulative Text relating to banking and finance, and by supervisory instructions received from the Bank of Italy, notwithstanding the obligations foreseen by art. 2391of the Italian Civil Code, in matters dealing with the directors. The Board of Statutory Auditors, in the course of 2011, was called upon to express their opinion on the following matters: - conformity of the operation for the issuing of bank bonds guaranteed by Banca Monte dei Paschi di Siena S.p.A., as foreseen by law, supervisory regulations and dispositions, as well as the impact of the activity on the bank s economic-equity equilibrium; - remuneration of the directors vested with special duties pursuant to art of the Italian Civil Code. The Board of Statutory Auditors has acquired knowledge and supervises the adequacy and the function of the organizational systems adopted by the Bank, that attribute clear tasks and responsibility, and define the Bank s decision making process, taking into account both the dimension of the Bank and the activities outsourced to the Group Head and other specialized divisions of the Group on the basis of special service contracts. In addition, the Board of Statutory Auditors has: - supervised the adequacy and the functioning of internal control systems and the administrativeaccounting system by obtaining information and data from the respective Bank division heads and the external auditors. Retaining that the structure realized is adequate for the necessary efficient monitoring of risk factors and that the operations carried out respect prescribed internal and external regulations; - examined the semi-annual summary reports on the internal review activity and the inspection results performed during the course of the year by the Internal Audit of the Bank and Group Head on the various departments, of which no particular anomalies emerged, and in fact the presence of improvement in certain areas; - verified, through periodic reports issued by the Compliance Office, the realization of the foreseen project activity for guarantying the overseeing of non-conformity risk in the banking activity; - oversaw, the activity of correct accounting processes, auditing of the accounts and the independence of the auditor, on the basis of information and documentation exchanged during the course of periodic encounters with KPMG S.p.A, entrusted with the revision of accounts during the ordinary Shareholder s Meeting held 26 June No additional duties, other than those determined by law, have been conferred to KPMG S.p.A. or their related associates. With regards to supervising the adequacy of the administrative-accounting system, the participation in the meetings of the Board of Director s and the information collected has permitted The Board of Statutory Auditors to ascertain that the Bank is operating with respect to laws and the Statute, no omissions or reprehensible issues or irregularities have emerged nor any significant issues that are in contrast with the principles of the correct administration. Within the course of 2011, no charges pursuant to ex art 2408 of the Italian Civil Code were made, given that the social capital is entirely held by the stakeholder Banca Monte dei Paschi di Siena S.p.A. 12

13 The Board of Statutory Auditors has read the report issued by KPMG S.p.A dated the 4 April 2012 on the annual reports of Banca Antonveneta S.p.A as of 31 December 2011 pursuant to art. 14 and 16 of L.D. 39/2010, and art. 165 of L.D. 58/98, and take note that: - they were drafted in conformity with the principles of art. 11 under the aforementioned decree; - have provided an opinion on the annual report in conformity with the norms that discipline the drafting; - have expressed an opinion without any findings on the coherence between the Director s Report and the annual report; - did not indicate the presence of any inconsistent information. Taking into account, even the results of the activities performed by the company entrusted with the revision of accounts, and taking note of the attesting letter issued by the Local Representative to the Managing Provost for the drafting of financial statements of the Bank Group, the Board of Statutory Auditors does not indicate any critical grounds on the approval of the Balance Sheets of Banca Antonveneta S.p.A, closed on 31 December 2011, formulated by the Board of Directors that provide for the covering of the loss for the period of Euro ,73 in terms of the following: Loss for the period ,73 Reserves utilized: -Residual profits brought to new ,66 -split surplus ,93 -Share premium ,14 Padova, 4 April 2012 THE BOARD OF STATUTORY AUDITORS Pietro Fabretti, President Alberto Dalla Libera, Auditor Carlo Schiavone, Auditor 13