Ralatório E Contas Banco BPI 2006- INGLÊS
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Report Index REPORT Leading business indicators 4 Introduction 6 The identity of BPI 10 Governing bodies 11 Shareholder value creation 12 Shareholders 13 Historical milestones 14 BPI Governance 16 Social responsibility 19 Financial structure and business 23 Distribution channels 24 The BPI Brand 26 Human resources 28 Technology 32 Highlights of the year 35 Background to operations 43 Domestic Commercial Banking 53 Bancassurance 74 Asset Management 75 Investment Banking 81 Private Equity 86 Financial investments 87 International banking activity 88 Financial review 92 Risk management 143 Banco BPI shares 156 Rating 161 Final acknowledgements 163 Proposed appropriation of net profit 164 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES Consolidated financial statements 165 Notes to the consolidated financial statements 173 Legal certification of accounts and audit report 270 Audit Committee’s report and opinion 272 THE BPI GROUP’S CORPORATE GOVERNANCE REPORT The BPI Group’s Corporate Governance report 276 Appendices 368 ANNEXES Definitions, acronyms and abbreviations 376 Glossary 378 Formulary 381 Methodological notes 383 General index 384 Index of figures, tables, charts and “boxes” 388 Thematic index 390 Miscellaneous information 391 Leading business indicators (Consolidated figures in millions of euro, except where indicated otherwise) PCSB IAS / IFRS 2002 2003 2004 2005 2006 Δ% 05/06 Net total assets 25 669.1 26 195.3 24 010.3 30 158.7 35 565.5 17.9% Assets under management1, F 7 520.7 8 583.9 9 671.3 13 434.5 14 072.9 4.8% Business volume2, F 38 976.0 40 599.0 43 459.4 49 328.0 56 384.4 14.3% Loans to Customers (gross) and guarantees 19 738.0 20 690.1 21 958.9 24 409.2 28 263.0 15.8% Total Customer resourcesF 19 238.0 19 908.9 21 500.5 24 918.8 28 121.4 12.9% Business volume2 per Employee3 (thousands of euro) 5 332 5 881 6 242 6 621 6 924 4.6% Operating income from bankingF per Employee3 (thousands of euro) 97 103 113 125 131 5.3% Administrative overheads, depreciation and amortisationF / operating income from banking4, F 66.7% 65.3% 62.6% 57.7% 56.6% Net profit 140.1 163.8 192.7 250.8 308.8 23.1% Cash flow after taxationF, G 258.4 292.2 300.2 390.6 410.3 5.1% Return on average total assets (ROA)F 0.6% 0.6% 0.8% 0.9% 0.9% Return on Shareholders’ equity (ROE)5, F 13.5% 13.9% 15.2% 23.7% 24.3% Loans in arrears for more than 90 days (in the balance sheet) / Customer loansF 1.3% 1.2% 1.1% 1.3% 1.1% Loan impairments (in the balance sheet) / Customer loansF 1.6% 1.4% Cost of risk6, F 0.31% 0.25% 0.33% 0.24% 0.16% Cover of pension obligation recognised in the balance sheetF 100.1% 101.4% 100.3% 100.2% 110.7% Shareholders’ equity 1 168.9 1 227.3 1 231.5 1 181.4 1 450.6 22.8% Ratio of own funds requirements7, G 10.2% 9.9% 9.8% 11.5% 9.4% Tier I7 7.3% 6.7% 6.5% 7.3% 7.4% Data per shareF adjusted (euro)8 Cash flow after taxationF 0.36 0.39 0.40 0.52 0.55 5.3% Net profit 0.19 0.22 0.26 0.34 0.41 23.4% Dividend 0.08 0.09 0.10 0.12 0.16 33.3% Book value 1.54 1.61 1.62 1.58 1.94 22.6% Weighted average no. of sharesF (in millions)8 726.1 753.3 753.3 747.9 746.2 (0.2%) Adjusted Closing price8 (euro) 2.18 2.92 2.98 3.86 5.91 53.1% Total Shareholder returnF 3.0% 38.5% 5.1% 33.7% 56.3% - Stock market capitalisation at year end 1 656.8 2 219.2 2 264.8 2 933.6 4 491.6 53.1% Dividend yieldF, G 3.9% 4.1% 3.4% 4.0% 4.1% - Retail branches9 (number) 590 609 615 622 698 12.2% Corporate and institutionals centres network10 (number) 61 54 52 52 56 7.7% BPI Group staff complement11 (number) 7 506 7 025 7 080 7 493 8 318 11.0% 1) Unit trust (mutual) funds, PPR and PPA, capitalisation insurance, assets under discretionary management and advisory mandates of institutional Clients and assets Table 1 of pension funds under management (including the Group’s staff pension funds). 2) Loans, guarantees and total Customer resources. 3) Number of Employees of the companies which are consolidated in full. 4) The operating income from banking excludes recoveries of loans and interests in arrears written-off. 5) In the calculation of the ROE for 2004, shareholders' equity was added by the goodwill G recorded in the consolidation of SIC, in June 2004, that for accounting purposes was, at that time, fully written off against reserves. 6) Loans provisions (PCSB) and loan impairments (IAS / IFRS) in the year, deducted of recoveries of loans in arrears written-off (in the income statement) / Customer loans. 7) Calculated in accordance with Bank of Portugal rules governing minimum own funds requirements (Notice 7 / 96). 8) Adjusted for capital increase, re-denomination and re-nominalisation. 9) Includes traditional branches (521 in 2005 and 561 in 2006), housing shops, in-store G branches, investment centres and automatic shops in Portugal, branches in Angola (43 in 2005 and 71 in 2006, of which 66 were functioning at 31 December 2006), investment centres in Angola (3 in 2006) and branches in Paris (11 in 2005 and 12 in 2006). 10) Distribution network specialising in serving companies (41 corporate centres), 1 Project Finance G centre, Institutionals (6 centres), the branch in Madrid and corporate centres in Angola (3 in 2005 and 7 in 2006). 11) Group staff complement in the domestic activity (7 084 in 2006) and in the international activity (1 234 in 2006). Includes term Employees and temporary workers, and excludes bursaries. 4 Banco BPI | Annual Report 2006 GROWTH, PROFITABILITY, STRENGTH AND VALUE 2002-2006 Net total assets plus th.M.€ th.M.€ Loans and Customer 43.3 disintermediation 28.1 resources 36.8 24.9 31.1 32.5 31.6 24.6 21.5 1 21.0 Net total assets 19.9 Disintermediation2 19.2 18.9 17.6 Total Customer resources1 16.5 1) Corrected for Loans to Customers duplication of balances. 2) Off-balance sheet 1) Corrected for duplication of Customer resources. balances. 0203 04 05 06 02 03 04 05 06 Net profit per share € % Administrative overheads1, depreciation and amortisation 0.41 As % of operating income from banking 0.34 66.7 65.3 62.6 0.26 57.7 0.22 56.6 0.19 1) Excluding early-retirement costs. 02 03 04 05 06 02 0403 05 06 Cost of risk1 % % Own funds 11.5 requirements ratio 0.33 10.2 9.9 According to Bank of 9.8 9.4 0.31 4.3 Portugal rules 2.9 3.2 3.3 2.1 0.25 0.24 1.4 1.4 1.4 1) Loan provisions (PCSB) and loan 1.4 1.4 impairments 0.16 (IAS / IFRS) recognised in the year and after deducting recoveries of 5.9 5.3 5.1 5.9 5.9 loans and interests in arrears Tier II previously written off (profit and Preference shares Tier I loss account) / loan portfolio. Core capital 02 0304 05 06 02 0304 05 06 Stock market capitalisation th.M.€ BPI Ratings 4.5 Long-term rating notations A+ Fitch Ratings Stable 31 Oct. 961 2.9 2.2 2.3 A2 Moody’s Positive 1 Nov. 961, 2 1) Attribution date. 1.7 2) Rating notation attributed to all banks that composed BPI Group A- Standard & Poor’s at that date. Positive 27 Apr. 991, 3 3) Rating notation attributed to BFB. 02 0304 05 06 Figure 1 Report | Leading business indicators 5 Introduction STRENGTH AND MATURITY The takeover bid (the “Bid”) launched by BCP on 13 March 2006 for the whole of BPI’s share capital and which was immediately viewed as hostile in a unanimous stance taken by the Board of Directors, constitutes an unavoidable reference point when in reviewing the past year and leaves an indelible mark on the Bank’s own history. BCP’s takeover bid put to the test BPI the most crucial facets of a business organisation: the shareholder structure, the quality of human resources, flexibility, creativity and capacity to deliver. The response was a manifestation of strength and maturity, revealed in two principal areas: on the one hand, the shareholders’ cohesion and firmness, supporting unswervingly the Board of Directors and its Executive Committee; on the other, the Bank’s operational performance, the results of which are amongst the best in Europe, reflecting the confidence and serenity with which the technical and commercial teams confronted this demanding challenge. The response On 10 April, the Board of Directors published its report on the Bid’s acceptability and conditions, as required in terms of the Securities Code. Entitled “A wholly unacceptable Offer” and with the sub-title “BPI versus BCP – value creation versus value destruction”, the Report constitutes the centrepiece of the response to the takeover bid and includes a Business Plan which envisages a twofold increase in the Bank’s earnings by 2010. Supported precisely on the growth potential demonstrated in the Business Plan, the Board draws four fundamental conclusions: the Bid significantly undervalues the Bank and does not serve the interests of its Shareholders, Customers and Employees; the integration plan presented by the bidder underestimates the potential realisable synergies by appropriate management; the Bid does not share with BPI’s shareholders any amount engendered by the announced cost synergies; BPI is in a position to create much more value for its shareholders.