A Nnual R Epo Rt 2 0 0 9 Fortis Bank Sa/Nv
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Fortis Bank sa/nv - Annual Report 2009 Fortis Bank sa/nv Annual Report 2010 Introduction The 2010 Annual Report of Fortis Bank contains both the Consolidated and the Non-consolidated Financial Statements, preceded by the Report of the Board of directors, the Statement of the Board of directors and a section on Corporate Governance including the composition of the Board of directors. The audited Fortis Bank Consolidated Financial Statements 2010, with comparative figures for 2009, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, are followed by the audited Non-consolidated Financial Statements 2010 of Fortis Bank SA/NV, prepared based on the rules laid down in the (Belgian) Royal Decree of 23 September 1992 on the annual accounts of credit institutions. All amounts in the tables of these Financial Statements are denominated in millions of euros, unless stated otherwise. Because figures have been rounded off, small differences with previously reported figures may occur. Certain reclassifications have been made with regard to the prior year’s Financial Statements in order to make them comparable to the presentation for the year under review. We refer to the note 8.k. “Comments on change of presentation” for more information on the representation of the Balance sheet as at 31 December 2009 and the Profit or loss account of the year 2009. Fortis Bank SA/NV is the legal name of the company and the commercial activities in Belgium are performed under the brand name BNP Paribas Fortis. Fortis Bank refers in the Consolidated Financial Statements to Fortis Bank SA/NV consolidated situation except if stated otherwise. Fortis Bank refers in the Non-Consolidated Financial Statements to Fortis Bank SA/NV non-consolidated situation, except if stated otherwise. Following the restructuring of Fortis, “Fortis SA/NV and “Fortis NV” are currently renamed to “Ageas SA/NV” and “Ageas NV”, both referred to as Ageas. All information in the Annual Report 2010 of Fortis Bank is related to the Fortis Bank statutory consolidated- and non- consolidated financial statements and does not cover the contribution of Fortis Bank to the BNP Paribas Group consolidated results, which can be found on the BNP Paribas website : www.bnpparibas.com. The Annual Report 2010 of Fortis Bank is available on the website: www.bnpparibasfortis.com. 3 Contents Introduction 3 Fortis Bank Consolidated Annual Report 2010 9 Report of the Board of Directors 10 A word from the Chairman and the CEO 10 Strong commercial performance of BNP Paribas Fortis 11 Core businesses of Fortis Bank 13 Credit ratings of Fortis Bank SA/NV at 12/02/2011 19 Forward-looking Statements 19 Comments on the evolution of the results 20 Comments on the evolution of the balance sheet 21 Liquidity and solvency 24 Principal risks and uncertainties 24 Statement of the Board of Directors 25 Corporate Governance 26 Compliance with the Code 26 Governing Bodies 27 Internal Control Procedures 35 Conflict of Interests 38 Fortis Bank Consolidated Financial Statements 2010 39 Profit and loss account for the year ended 31 December 2010 41 Statement of net income and changes in fair value of assets and liabilities recognised directly in equity 41 Balance sheet at 31 December 2010 42 Statement of changes in shareholders’ equity between 1 Jan. 2009 and 31 Dec. 2010 43 Minority interests between 1 Jan. 2009 and 31 Dec. 2010 43 Statement of cash flows for the year ended 31 December 2010 44 4 Notes to the consolidated financial statements 45 1 Summary of significant accounting policies applied by Fortis Bank 46 1.a Applicable accounting standards 46 1.b Segment reporting 46 1.c Consolidation 47 1.d Financial assets and financial liabilities 51 1.e Accounting standards specific to insurance business 60 1.f Property, plant and equipment and intangible assets 61 1.g Leases 62 1.h Non-current assets held for sale and discontinued operations 63 1.i Employee benefits 63 1.j Share-based payment 65 1.k Provisions recorded under liabilities 66 1.l Current and deferred taxes 66 1.m Statement of cash flows 67 1.n Use of estimates in the preparation of the financial statements 67 2 Notes to the profit and loss account for the year ended 31 December 2010 68 2.a Net interest income 68 2.b Commission income and expense 69 2.c Net gain/loss on financial instruments at fair value through profit or loss 69 2.d Net gain/loss on available-for-sale financial assets and other financial assets not measured at fair value 70 2.e Net income from other activities 70 2.f Cost of risk 71 2.g Corporate income tax 72 3 Segment information 73 3.a Operating segments 74 3.b Information by operating segment 75 4 Risk management and capital adequacy 76 Introduction 76 4.a Risk management organisation 76 4.b Risk measurement and categories 78 4.c Capital adequacy 80 4.d Credit and counterparty risk 81 4.e Market risk 94 4.f Operational risk 104 4.g Compliance and reputation risks 105 4.h Liquidity and refinancing risk 106 5 5 Notes to the balance sheet at 31 December 2010 108 5.a Financial assets, financial liabilities and derivatives at fair value through profit or loss 108 5.b Derivatives used for hedging purposes 113 5.c Available-for-sale financial assets 114 5.d Measurement of the fair value of financial instruments 115 5.e Financial instruments reclassified as loans and receivables 119 5.f Interbank and money-market items 120 5.g Customer items 121 5.h Debt securities and subordinated debt 123 5.i Held-to-maturity financial assets 124 5.j Current and deferred taxes 124 5.k Accrued income/expense and other assets/liabilities 125 5.l Investments in associates and joint ventures 126 5.m Investment property, property, plant and equipment and intangible assets 127 5.n Goodwill 128 5.o Provisions for contingencies and charges 129 6 Financing commitments and guarantee commitments 130 6.a Financing commitments 130 6.b Guarantee commitments 130 7 Salaries and employee benefits 131 7.a Salary and employee benefit expenses 131 7.b Employee benefit obligations 131 8 Additional information 137 8.a Scope of consolidation 137 8.b Business combinations 146 8.c Non-current assets classified as Held for Sale and Discontinued operations 151 8.d Remuneration and benefits awarded to the Group’s corporate officers 165 8.e Related parties 172 8.f Balance sheet by maturity 174 8.g Structured Credit Instruments 174 8.h Fair value of financial instruments carried at amortised cost 176 8.i Contingent assets and liabilities 177 8.j Fees paid to the Statutory Auditors 179 8.k Comments on change of presentation 180 8.l Events after the reporting period 192 8.m Additional information on the Bass and Esmée securitisation transactions 193 6 Report of the accredited statutory auditors 197 Fortis Bank Annual Report 2010 (non-consolidated) 201 Report of the Board of Directors 202 A word from the Chairman and the CEO 202 Strong commercial performance of BNP Paribas Fortis 203 Core businesses of Fortis Bank 205 Principal risks and uncertainties 210 Comments on the evolution of the Balance Sheet 211 Comments on the evolution of the Income statement 213 Statement of the Board of Directors 215 Corporate Governance 216 Compliance with the Code 216 Governing Bodies 217 Internal Control Procedures 225 Conflict of Interests 228 Proposed appropriation of the result for the accounting period 229 Information related to Article 523 of the Belgian Companies code 231 Information related to Article 524 of the Belgian Companies code 233 Introduction 233 Global integration project 234 Integration transactions 236 7 Fortis Bank Financial Statements 2010 (non-consolidated) 249 Balance sheet after appropriation 250 Income statement 253 Notes on the accounts 258 Summary of the accounting policies for the non-consolidated financial statements 313 General principles 313 Assets 313 Liabilities 314 Income Statement 315 Report of the accredited statutory auditors 317 Other information 321 Monthly high and low for Fortis Bank shares on the weekly auctions in 2010 323 External posts held by directors and effective leaders that are subject to a legal disclosure requirement 323 Glossary 328 Abbreviations 332 8 Fortis Bank Consolidated Annual Report 2010 9 Report of the Board of Directors A word from the Chairman and the CEO For BNP Paribas Fortis, 2010 was a successful year, characterized by a strong commercial performance, resulting in a regained customer franchise and an increase of its market share. Although we take pride in our market share gains, we realize that there are still major changes in store for the banking industry, which will also have implications for BNP Paribas Fortis. In addition, towards the end of last year we experienced a toughening of competition in our domestic markets. BNP Paribas Fortis is doing well and is in a stronger position also thanks to the integration with BNP Paribas, which is progressing ahead of schedule. Important transactions in 2010 include the completion of the sale of Fortis Investments to BNP Paribas and the integration of the European network of business centers in Corporate and Transaction Banking Europe. In Luxembourg, there was the merger of BGL BNP Paribas S.A. and BNP Paribas Luxembourg S.A. in a single entity, BGL BNP Paribas. In Turkey, Fortis Bank Turkey and Turk Ekonomi Bankasi (TEB) were merged in early 2011. We rebranded over 1,000 retail branches in Belgium and launched the Brussels based BNP Paribas competence centers and shared service centers. The financial crisis has resulted in an intensified regulation of the banking industry.