Monte Paschi Group
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MONTE PASCHI GROUP Annual Report as at 31 December 2008 Banca Monte dei Paschi di Siena SpA Paid in Capital € 4.486.786.372,26 Tax Code, VAT & Register of Companies of Siena No. 00884060526 Member of the Italian Interbank Deposit Protection Fund. Register of Bank No. 5274 Monte dei Paschi di Siena Banking Group, Register of Banking Groups 1 TABLE OF CONTENTS CORPORATE OFFICERS, SENIOR MANAGEMENT AND AUDITORS ANNUAL REPORT AS AT 31 DECEMBER 2008 REPORT ON OPERATIONS CHAPTER 1 - THE GUIDELINES OF THE 2008-2011 BUSINESS PLAN AND THE START OF THE IMPLEMENTATION STAGE CHAPTER 2 - A SUMMARY OF THE TRENDS FOR 2008 CHAPTER 3 – THE MPS GROUP PRINCIPLES OF RECLASSIFICATION FOR OPERATING PURPOSES RECLASSIFIED INCOME STATEMENT AND RECLASSIFIED BALANCE-SHEET 3.1 The Montepaschi Group principles of reclassification as at 31 December 2008 3.2 Reclassified income statement and balance-sheet CHAPTER 4 - OVERVIEW OF GROUP OPERATIONS 4.1 – The operating scenario 4.2 - Domestic sales and marketing activity, customer portfolio 4.3 - Capital aggregates 4.4 - Income aggregates - Comparative statement of consolidated net assets and profit for the period with the Parent Company’s net assets and profit for the period 4.5 - Segment Reporting, Sales and Marketing Policy and Research and Development 4.6 - Integrated risk and capital management 4.7 - Capital for regulatory purposes and capital requirements 4.8 - The Operating Structure and other information 4.9 – Corporate Governance and other information 4.10 - The MPS Group’s commitment to social responsibility 3 4.11 - EventsMajor EventsSubsequent Subsequent to 31 Decemberto 31 December 2008 2008 4.12 - Future Outlook REPORT ON THE OPERATIONS OF THE PARENT BANK CHAPTER 5: OVERVIEW OF THE PARENT BANK’S OPERATIONS 5.1 - The principles of reclassification as at 31 December 2008 – Parent Bank - Banca MPS 5.2 - Reclassified income statement and balance-sheet 5.3 – The Parent Bank’s trends of operations PROPOSED DISTRIBUTION OF PROFITS FOR 2008 ANNEXES: Comparative statements of reclassified financial statements and accounting documents – MPS Group Comparative statement of reclassified consolidated income statement as at 31 December 2008 and accounting statements – MONTEPASCHI Group Comparative statement of reclassified consolidated balance-sheet and accounting statements as at 31 December 2008 and 31 December 2007 ANNEXES: Comparative statements of reclassified financial statements and accounting documents – BMPS Parent Bank Comparative statement of reclassified income statement as at 31 December 2008 and accounting statements – BMPS Parent Bank Comparative statement of reclassified balance-sheet as at 31 December 2008 and 31 December 2007 – BMPS Parent Bank Comparative statement of Primary Segment Reporting as included in the Report on Operations and the Segment Reporting included in Part D of the Notes to the Financial Statement 4 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AND NOTES Consolidated financial statements Balance sheet Income statement Consolidated cash flow – indirect method Statement of changes in net equity NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PART A – ACCOUNTING POLICIES A1- Generalities A2-Major accounts of the balance sheet PART B – INFORMATION ON THE CONSOLIDATED BALANCE SHEET APPENDIX TO PART B – Estimated fair value of the financial instruments PART C – INFORMATION ON THE CONSOLIDATED INCOME STATEMENT APPENDIX TO PART C – Income and charges posted to the consolidated financial statements PART D – SEGMENT REPORTING PART E – INFORMATION ON RISKS AND RELATED HEDGING POLICIES PART F – INFORMATION ON CONSOLIDATED NET EQUITY PART G – BUSINESS COMBINATIONS PART H – TRANSACTIONS WITH RELATED PARTIES AUDITORS’ REPORT 5 CORPORATE OFFICERS, SENIOR MANAGEMENT, AND AUDITORS Board of Directors Giuseppe Mussari, Chairman Francesco Gaetano Caltagirone, Deputy Chairman Ernesto Rabizzi, Deputy Chairman Fabio Borghi, Director Turiddo Campaini, Director Lucia Coccheri, Director Lorenzo Gorgoni, Director Andrea Pisaneschi, Director Carlo Querci, Director Pierluigi Stefanini, Director Board of Statutory Auditors Tommaso Di Tanno, Chairman Pietro Fabretti, Acting Auditor Leonardo Pizzichi, Acting Auditor Carlo Schiavone, Substitute Auditor Marco Turillazzi, Substitute Auditor Senior Management: Chief Executive Officer Antonio Vigni Senior Deputy Chief Executive Officer Fabrizio Rossi Deputy Chief Executive Officer Giuseppe Menzi Deputy Chief Executive Officer Marco Morelli Deputy Chief Executive Officer Nicolino Romito Deputy Chief Executive Officer Antonio Marino Independent Auditors KPMG S.p.A. 7 REPORT ON OPERATIONS CHAPTER 1: THE GUIDELINES OF THE 2008-2011 BUSINESS PLAN AND THE START OF THE STAGE OF IMPLEMENTATION 1.1 THE GUIDELINES OF THE NEW 2008-2011 BUSINESS PLAN On 10 March 2008 the Board of Directors of Banca Monte dei Paschi di Siena SpA approved a new Group Business Plan for the period from 2008 to 2011. The new Business Plan aims at enhancing the value of the acquisition of Banca Antonveneta as much as possible, and carrying out an in-depth reorganization within the whole MONTEPASCHI Group. In compliance with the Plan, the Group - although exploiting the results of the business actions contemplated in the 2006-2009 business plan and executed so far - intends to carry out strategic and organization actions breaking with the past, for the purpose of meeting the new market challenges with innovative proposals from the viewpoint of commercial effectiveness and operational efficiency. This is possible as a result of the reorganization introduced by the integration of Antonveneta. Within this framework, there follows a description of the instruments for achieving the objectives set out by the Plan: OPTIMIZATION OF DISTRIBUTION In order to increase commercial effectiveness in the areas with a high natural “franchise”, the Group distribution network is re-designed in accordance with the principle of territorial exclusivity, through the integration of Banca Toscana, Banca Agricola Mantovana and Banca Antonveneta into Banca MPS and the re-design of the organization and distribution structure. Upon completion of this process, which is almost finalized, the Group commercial banks shall be organized as follows: BMPS, with approximately 2,500 branches resulting from the integration of Banca Agricola Mantovana and Banca Toscana, and the contribution of the branches of Banca Antonveneta not located in north-eastern Italy (Veneto, Friuli Venezia Giulia and Trentino) will be a market leader (market share over 10%) in central Italy and most of southern Italy. Banca Antonveneta, established in Veneto, Friuli Venezia Giulia and Trentino, with abt. 400 branches. Biverbanca, a local bank with 105 branches, the market leader in the provinces of Biella and Vercelli. THE ENHANCEMENT OF THE VALUE OF THE NEW PRODUCTION STRUCTURE 9 MPS increasingly focuses on the governance of the commercial network. The new production structure pursues the policies started in accordance with the previous Business Plan and in particular: A clear strategic focus on the Group product companies (i.e. MPS Capital Services, Consum.it, MPS Leasing & Factoring) and the joint ventures (i.e. AXA-MPS Assicurazioni Vita), in a logic of centres of excellence and specialist assistance for the purpose of better meeting the customers’ requirements. The identification of the best products at an international level in an open architecture, through (i) the optimized selection and management of third party suppliers, in particular in the area of Wealth Management, and (ii) the maintenance of the Product Companies, in sole ownership or in partnership with market leaders only. FURTHER SPECIALIZATION IN THE SUPPLY OF PRODUCTS/SERVICES TO THE CUSTOMERS Additional specialization of customers’ service shall be achieved through: The consolidation of product specialists who are complementary to the general network sales force, providing their specialist’s skills and improving the quality and degree of customization of the services rendered to the customers; Specialized assistance to “high ranking” customers (corporates and individuals) having specific service requirements. STRUCTURAL IMPROVEMENT OF OPERATIONAL EFFICIENCY Operating costs (actions in relation to human resources and administrative expenses) shall be reduced through: The corporate and organization integration of Banca Agricola Mantovana, Banca Toscana and Banca Antonveneta into Banca Monte dei Paschi, except for the branches of Banca Antonveneta located in north-eastern Italy (Veneto, Friuli Venezia Giulia and Trentino) and Biverbanca; The reorganization of the whole MONTEPASCHI Group resulting from said integrations, for the purpose of further streamlining the distribution structure and focusing it on commercial operations and sales; The organization centralization of back office, ICT and loan administration activities. CAPITAL OPTIMIZATION The Plan is based on the pursuit of a rigorous policy of optimization of the ratio of expected return to the risk taken. This objective shall be pursued through the adoption of a programme to be shared by all 10 corporate units, with the objective of consolidating virtuous commercial policies which can reduce capital absorption at a parity of return. This streamlining policy will result into a less-than-proportional growth of weighted risk assets with respect to the overall growth of the assets and, consequently, into the optimization of allocated capital, thereby encouraging the process of value creation. BUSINESS REORGANIZATION