Registration Document and Annual Financial Report
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2013 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 1 BNP PARIBAS GROUP PRESENTATION 3 6 INFORMATION ON THE PARENT 1.1 Group presentation 4 COMPANY FINANCIAL STATEMENTS 349 1.2 Key fi gures 4 6.1 BNP Paribas SA fi nancial statements 350 1.3 History 5 Notes to the parent company financial statements 352 1.4 Presentation of activities and business lines 6 6.2 Appropriation of income for the year ended 1.5 BNP Paribas and its shareholders 16 31 December 2013 and dividend distribution 381 6.3 BNP Paribas SA fi ve-year fi nancial summary 382 6.4 Subsidiaries and associated companies 2 CORPORATE GOVERNANCE 29 of BNP Paribas SA 383 2.1 Board of Directors 30 6.5 Disclosures of investments in BNP Paribas SA in 2013 affecting at least 5% of share capital 2.2 Report of the Chairman of the Board of Directors of French companies 386 on the manner of preparation and organisation of the work of the Board and 6.6 Statutory Auditors’ report on the internal control procedures implemented on the fi nancial statements 387 by the Company 65 2.3 Statutory Auditors’ report, prepared in accordance with article L.225-235 of the French Commercial 7 A RESPONSIBLE BANK: Code on the report prepared by the Chairman INFORMATION ON BNP PARIBAS’ of the Board of Directors of BNP Paribas 92 ECONOMIC, SOCIAL, CIVIC AND 2.4 The Executive Committee 94 ENVIRONMENTAL RESPONSIBILITY 389 7.1 BNP Paribas’ approach as a responsible bank 390 3 2013 REVIEW OF OPERATIONS 95 7.2 Economic responsibility: fi nancing the economy in an ethical manner 396 3.1 BNP Paribas consolidated results 96 7.3 Social responsibility: pursuing a committed 3.2 Core business results 98 and fair human resources policy 404 3.3 Balance sheet 109 7.4 Civic responsibility combating exclusion 3.4 Profi t and loss account 113 and promoting education and culture 419 3.5 Recent events 117 7.5 Environmental responsibility: combating climate change 427 3.6 Outlook 118 7.6 Table of concordance with the list of social, 3.7 Financial structure 120 environmental and community information required under article 225 of the Grenelle II Act 433 7.7 Report by one of the Statutory Auditors, 4 CONSOLIDATED FINANCIAL STATEMENTS appointed as an independent third party, on the PREPARED IN ACCORDANCE WITH environmental, labour and social information INTERNATIONAL FINANCIAL presented in the management report of BNP Paribas 435 REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION 121 8 GENERAL INFORMATION 439 4.1 Profi t and loss account for the year ended 31 December 2013 124 8.1 Documents on display 440 4.2 Statement of net income and changes in assets 8.2 Material contracts 440 and liabilities recognised directly in equity 125 8.3 Dependence on external parties 440 4.3 Balance sheet at 31 December 2013 126 8.4 Signifi cant changes 441 4.4 Cash fl ow statement for the year 8.5 Investments 441 ended 31 December 2013 127 8.6 Information on country by country activity 442 4.5 Statement of changes in shareholders’ equity 8.7 Founding documents and Articles of Association 443 between 1 Jan. 2012 and 31 Dec. 2013 128 8.8 Statutory Auditors’ special report on related party 4.6 Notes to the fi nancial statements prepared in agreements and commitments 448 accordance with International Financial Reporting Standards as adopted by the European Union 130 4.7 Statutory Auditors’ report on the consolidated STATUTORY AUDITORS 451 fi nancial statements 222 9 9.1 Statutory Auditors 452 5 RISKS AND CAPITAL ADEQUACY 225 10 PERSON RESPONSIBLE 5.1 Annual risk survey 227 FOR THE REGISTRATION DOCUMENT 453 5.2 Capital management and capital adequacy 236 5.3 Risk management 250 10.1 Person responsible for the Registration document and the annual fi nancial report 454 5.4 Credit risk 257 10.2 Statement by the person responsible 5.5 Securitisation in the banking book 287 for the Registration document 454 5.6 Counterparty risk 298 5.7 Market risk 302 TABLE OF CONCORDANCE 455 5.8 Sovereign risks 316 11 5.9 Liquidity and funding risk 319 5.10 Operational risk 325 5.11 Compliance and reputation risk 331 5.12 Insurance risks 331 Appendices: 337 Appendix 1: Exposures based on Financial Stability Board recommendations 337 Appendix 2: Capital requirements of significant subsidiaries 340 Appendix 3: Glossary 347 2013 Registration document and annual fi nancial report Only the French version of the Registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original document was filed with the AMF (French Securities Regulator) on 7 March 2014, in accordance with article 212-13 of the AMF’s General Regulations. It may be used in support of a financial transaction only if supplemented by a Transaction Note that has received approval from the AMF. This document includes all elements of the annual financial report specified by section I of article L.451-1-2 of the Code monétaire et financier and article 222-3 of the AMF’ s General Regulations. A table allowing cross-referencing between the documents specified in article 222-3 of the AMF’ s General Regulations and the corresponding sections of this document is provided on page 455. The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. 2013 Registration document and annual fi nancial report - BNP PARIBAS 1 2 2013 Registration document and annual fi nancial report - BNP PARIBAS 1 BNP PARIBAS GROUP PRESENTATION 1.1 Group presentation 4 1.2 Key fi gures 4 Results 4 Market capitalisation 4 Long-term and short-term credit ratings 5 1.3 History 5 1.4 Presentation of activities and business lines 6 Retail Banking 6 Investment Solutions 10 Corporate and Investment Banking 12 Corporate Centre 15 Key factors affecting the business 15 1.5 BNP Paribas and its shareholders 16 Share capital 16 Changes in share ownership 16 Listing information 17 Key shareholder data 21 Creating value for shareholders 21 Communication with shareholders 23 Shareholder Liaison Committee 24 Dividend 25 Dividend evolution (euro per share) 25 BNP Paribas registered shares 26 Annual General Meeting of Shareholders 26 Disclosure thresholds 28 2013 Registration document and annual fi nancial report - BNP PARIBAS 3 BNP PARIBAS GROUP PRESENTATION 1 Group presentation 1.1 Group presentation 1 BNP Paribas, Europe’s leading provider of banking and fi nancial services, ■ Belgian Retail Banking (BRB), has four domestic markets in r etail b anking in Europe: Belgium, France, ■ Other Domestic Markets activities, including Luxembourg Retail Italy and Luxembourg. Banking (LRB); It is present in 75 countries and has almost 185,000 employees, including ■ International Retail Banking, comprising: over 141,000 in Europe. BNP Paribas holds key positions in its three ■ Europe-Mediterranean, activities: ■ BancWest; ■ Retail Banking, which includes: ■ Personal Finance; ■ a set of Domestic Markets comprising: ■ Investment Solutions; ■ French Retail Banking (FRB), ■ Corporate and Investment Banking (CIB). ■ BNL banca commerciale (BNL bc), Italian retail b anking, BNP Paribas SA is the parent company of the BNP Paribas Group. 1.2 Key fi gures RESULTS 2009 2010 2011 2012 2013 Revenues (in millions of euros) 40,191 43,880 42,384 39,072 38,822 Gross operating income (in millions of euros) 16,851 17,363 16,268 12,529 12,684 Net income Group share (in millions of euros) 5,832 7,843 6,050 6,564 4,832 Earnings per share (in euros)(*) 5.20 6.33 4.82 5.17 3.69 Return on equity(**) 10.8% 12.3% 8.8% 8.9% 6.1% (*) Restated to account for the capital increase with preferential subscription rights carried out in 2009. (**) Return on equity is calculated by dividing net income Group share (adjusted for interest on undated super-subordinated notes deemed equivalent to preferred shares issued by BNP Paribas SA and treated as a dividend for accounting purposes) by average equity attributable to equity holders at 1 January and 31 December of the period concerned (after distribution and excluding undated super-subordinated notes deemed equivalent to preferred shares issued by BNP Paribas SA). MARKET CAPITALISATION 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 Market capitalisation (in billions of euros) 27.6 66.2 57.1 36.7 53.4 70.5 Source: Bloomberg. 4 2013 Registration document and annual fi nancial report - BNP PARIBAS BNP PARIBAS GROUP PRESENTATION History 1 LONG-TERM AND SHORT-TERM CREDIT RATINGS 1 Long-term/short-term credit Long-term/short-term credit ratings at 8 March 2013 ratings at 7 March 2014 Outlook Date of last review Standard & Poor’s A+/A-1 A+/A-1 Negative 20 June 2013 Fitch A+/F1+ A+/F1 Stable 17 July 2013 Moody’s A2/Prime-1 A2/Prime-1 Stable 21 June 2013 BNP’s long-term ratings have not changed since 8 March 2013, date of the publication of the 2012 Registration document. On 17 July 2013, Fitch downgraded the short-term rating of BNP Paribas from “F1+” to “F1”, following the downgrade of the French Government’s long-term rating from “AAA/ Negative” to “AA+/Stable” on 12 July 2013. 1.3 History 1966: Creation of BNP 1998: Creation of Paribas The merger of BNCI and CNEP to form BNP represented the largest On 12 May 1998, the merger between Compagnie Financière de Paribas, restructuring operation in the French banking sector since the end of Banque Paribas and Compagnie Bancaire was approved.