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REPORT on the CORPORATE GOVERNANCE and OWNERSHIP STRUCTURE of UBI BANCA Scpa
REPORT ON THE CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE OF UBI BANCA Scpa Web site: www.ubibanca.it Year: 2008 Date: 24.03.2009 Introduction Governance of UBI Banca Composition of the share capital Role of the Parent Bank and the Unione di Banche Italiane Group Governing bodies of UBI Banca • Shareholders’ meetings • Supervisory Board - APPOINTMENT AND COMPOSITION - REMUNERATION - INDEPENDENT BOARD MEMBERS - FUNCTIONS OF THE SUPERVISORY BOARD - CHAIRMAN - MANAGEMENT OR SUPERVISORY POSITIONS HELD BY MEMBERS OF THE SUPERVISORY BOARD - MEETINGS • Committees - APPOINTMENTS COMMITTEE - REMUNERATION COMMITTEE - INTERNAL CONTROL COMMITTEE - ACCOUNTS COMMITTEE • Management Board - APPOINTMENT AND COMPOSITION - REMUNERATION - EXECUTIVE AND NON -EXECUTIVE BOARD MEMBERS - INDEPENDENT BOARD MEMBERS - FUNCTIONS OF THE MANAGEMENT BOARD - CHAIRMAN - MANAGEMENT OR SUPERVISORY POSITIONS HELD BY MEMBERS OF THE MANAGEMENT BOARD - MEETINGS • Chief Executive Officer • Board Member Appointed to Supervise the System of Internal Control • Board of Arbitration • General Management • Manager charged with preparing financial reports (Financial Reporting Officer) The internal control system Organisation, management and control model pursuant to Legislative Decree No. 231/2001 and the relative Supervisory Body Related party transactions Treatment of confidential information Internal Dealing Relations with Shareholders, Institutional Investors and the Financial Community Auditing of accounts Attachments Summary tables 755 Report on Corporate governance Introduction -
1. an Evolutionary Overview of the Ownership, Governance and Strategy of Mediobanca
1. An evolutionary overview of the ownership, governance and strategy of Mediobanca: from the kingmaker of Italian capitalism to a large financial conglomerate Alessandro Zattoni and Francesca Cuomo INTRODUCTION The chapter presents the evolution of the ownership structure, the cor- porate governance and the strategy of Mediobanca. This story may be of great interest to both corporate governance scholars and practitioners, for several reasons. First, the history of Mediobanca is closely intertwined with the evo- lution of the Italian banking system. At the beginning of the twentieth century, the national banking system was characterized by the pres- ence of universal or mixed banks. In 1936, after the Wall Street crash, the new banking law separated the commercial banks from the invest- ment banks in order to promote the principle of specialization of the financial institutions. More recently, in 1993, the legislator partially reverted to the previous rules by allowing banks to own sharehold- ings in, and to finance long- term investments of, industrial companies, even if within certain limits. In the period of time between its birth and the new banking law, Mediobanca was the dominant investment bank in the national financial market. At the turn of the new millen- nium, the bank transformed itself by divesting €6 billion of shares of Italian listed companies and by developing the commercial bank business. Second, the history of Mediobanca is strictly connected with that of Italian capitalism over time. Since the 1970s and until the end of the last century, Mediobanca played an influential role in the national economy by supporting the development of the Italian family- based capitalism model. -
Intesa Sanpaolo Spa
EMEA Issuer Profile 11 February 2021 Intesa Sanpaolo SpA Senior Outlook Unsecured William Hahn Moody’s Baa1 Negative Credit Research +44 20 7597 8355 S&P BBB Negative [email protected] Fitch BBB- Stable Source: Moody’s, S&P and Fitch Background and ownership Intesa Sanpaolo SpA (‘ISP’) was formed through the merger of Banca Intesa and Intesa – Key Data Sanpaolo IMI in January 2007. In 2018, Intesa announced its intention to merge with its investment-banking subsidiary Banca IMI by incorporation, which was completed in July FY20 2020. In keeping with the bank’s articulated growth strategy, Intesa made a bid for Total Assets (€bn) 1,002 domestic rival and Italy’s fifth largest bank, UBI Banca, in early 2020 and acquired full control in late-July 2020. The merger into the parent company is expected to be finalised Loan Book (€bn) 461.5 by 2Q21. With total assets of €1tr at end-2020, Intesa has become the largest banking group in Italy, ahead of the more internationally active UniCredit group. Loans to Deposits (%) 87.9 Cost to Income (%) 52.2 ISP’s activities are predominantly domestically focused where it is the market leader in retail banking, corporate banking and wealth management, with domestic market shares Net Profit (€m) 3,277 (incl. UBI) of 21% in customer loans, 22% in deposits, 25% in asset management and 24% in pension funds. ISP has also developed a sound retail banking presence in Central LCR (%) >100 and Eastern Europe (CEE) and the Middle East and North Africa (MENA) with total assets FL CET1 (%) 15.4 and lending activities making up 6% and 8.4% of the group’s total respectively. -
Stephan Hutter Additional Experience Partner, Frankfurt Capital Markets
Dr. Stephan Hutter Additional Experience Partner, Frankfurt Capital Markets Transactions handled by Dr. Hutter prior to joining Skadden include advising: - the initial purchasers, led by BNP Paribas, Deutsche Bank, HSBC and J.P. Morgan, in a €2 billion high-yield bond offering ofSchaeffler Finance B.V.; - the underwriters, led by BofA Merrill Lynch, Mediobanca and UniCredit, in a €7.5 billion rights offering and a €4 billion rights offering ofUniCredit S.p.A.; - the underwriters, led by Berenberg Bank and UniCredit, in the IPO of Prime Office REIT AG; - Aareal Holding in a capital increase of Aareal Bank AG; - the initial purchasers, led by Credit Suisse, Deutsche Bank and J.P. Morgan, in a €2 billion high- yield bond offering byKabel Baden-Württemberg (IFLR Europe’s High Yield Deal of the Year 2012); T: 49.69.74.22.0170 F: 49.69.742204.70 - the initial purchasers, led by Citigroup, RBS and Deutsche Bank, in several high-yield bond offer- [email protected] ings in an aggregate issue volume of €3 billion of Conti-Gummi Finance B.V. (IFLR Europe’s Debt and Equity-Linked Deal of the Year 2011); - A-TEC Industries AG in its IPO and several subsequent capital increases (including a convertible bond offering); - the underwriters, led by Morgan Stanley and Commerzbank, in the IPO of Air Berlin Plc; and Deutsche Bank, Morgan Stanley and Commerzbank in a capital increase by Air Berlin Plc and a convertible bond offering byAir Berlin Finance BV; - the underwriters, led by Credit Suisse, Morgan Stanley and HVB, in the IPO of Premiere; J.P. -
(Eu) No. 575/2013 As at December 31, 2017
ACCORDING TO REGULATION (EU) NO. 575/2013 AS AT DECEMBER 31, 2017 Disclosure by Institutions according to Regulation (EU) 575/2013 as at December 31, 2017 Disclosure by institutions – Contents Contents Introduction ................................................................................................................................................................... - 3 - General Disclosure Requirements .............................................................................................................................. - 5 - Scope of application .................................................................................................................................................... - 6 - Own Funds ................................................................................................................................................................... - 7 - Capital requirements .................................................................................................................................................. - 14 - Capital Buffers ............................................................................................................................................................ - 20 - Credit risk adjustments .............................................................................................................................................. - 22 - Remuneration and incentive systems and practices .............................................................................................. -
Strengthening of Mediobanca Group Banking Activities Continues
Strengthening of Mediobanca Group banking activities continues Compass acquires Linea to become third-largest Italian consumer credit specialist * * * In line with its disclosed strategy to continuously strengthen the Group's banking activities, also in order to reallocate its free capital, Mediobanca has acquired Linea through its subsidiary Compass. Linea also operates in the consumer credit segment and is similar to Compass in terms of size. The deal will give rise to the third largest player in the sector, with a market share of 8.5%.1 The combined entity will be able to achieve economies of scale, maximize cross-selling and optimize operating processes and risk management, all of which are key factors for continuing to deliver attractive profits in a sector highly exposed to competitive pressures. The industrial rationale for the deal, which enables the Mediobanca group to further diversify its sources of income (with the retail share rising from 30% to 37%), is based on the strong complementary nature of the two companies, with reference in particular to: — channels : Compass's distribution platform, with 118 branches to be supplemented by a further 23 Linea branches, will be completed by access to the banking channel (Linea: 60 commercial agreements) and additional partnership agreements in place at Linea; — product: Compass's healthy position in the non-auto and personal loans segments, where it ranks fourth and seventh with market shares of 7.9% and 5.8% respectively, will be further strengthened by this acquisition (personal loans combined: 3 rd , market share 10.3%; direct, non-auto combined: 3 rd , market share 13.7%), and completed by Linea's significant footprint in salary-backed loans (6 th , market share 7.6%) and credit cards (9th, market share 4.1%). -
First Half Financial Report As at June 30, 2014
First half Financial Report as at June 30, 2014 FinecoBank S.p.A. Half-year Interim Financial Report as at June 30, 2014 Contents Board of Directors and Board of Statutory Auditors 2 Interim Report on Operations 4 Introduction to the half-year interim financial report 5 Summary data 6 Key figures 10 Business performance and main initiatives in the period 12 Commercial activities and development of new products and services 16 Fineco’s Competitive Positioning 17 Results achieved in the main areas of activity 19 The network of financial advisors 25 Related-Party Transactions 28 Operating structure 30 Human Resources 30 Technology infrastructure 32 Internal control system 33 Main risks and uncertainties 34 Organizational structure 35 Main balance sheet aggregates 38 Capital resources and prudential requirements 50 Income Statement Figures 51 Transactions with Group companies 60 Subsequent Events and Outlook 61 Reconciliation of condensed accounts to mandatory reporting schedule 63 Bank Financial Statements 65 Balance Sheet 66 Income Statement 67 Statement of Comprehensive Income 68 Statement of Changes in Shareholders’ Equity 69 Cash Flow Statement 71 Notes to the Accounts 72 Part A - Accounting Policies 73 Part B - Balance Sheet 80 Part C - Income Statement 97 Part E - information on risks and hedging policies 107 Part F - Shareholders’ Equity 133 Part H - Related-Party Transactions 140 Part I – Share-Based Payments 148 Part L - Segment Reporting 155 Condensed half-year financial statements certification pursuant to art. 81-ter of Consob Regulation 156 no. 11971 of May 14, 1999, as amended Share capital €200,070,430.89 fully paid-up, divided into 606,274,033 shares with a par value of €0.33. -
Lista Accreditati Portale Garanzia Italia
Emergenza Covid19 Lista Accreditati Portale Garanzia Italia Istituti di credito e soggetti abilitati all’esercizio del credito Lista aggiornata al 26 luglio 2021 – ordine alfabetico 1 Alba Leasing SPA Anthilia Capital Partner SGR SpA AOSTA FACTOR S.P.A. Arlington Capital Ltd Art SGR S.p.A. Auriga Asset Management Backer Generoso Andria S.p.A. Banca Adria Colli Euganei - Credito Cooperativo Banca Agricola Popolare di Ragusa SCPA Banca Cambiano 1884 SpA Banca Carige SpA Banca Centro Lazio Credito Cooperativo Banca di Caraglio, del Cunese e della Riviera dei fiori – C.C.S.P. Banca di Credito Cooperativo Valdostana Banca del Fucino SpA Banca del Gran Sasso d’Italia, B.C.C. SCPA Banca del Monte di Lucca SpA Banca del Piemonte SpA Banca del Territorio Lombardo Cred. Coop. S.C. BANCA DEL VENETO CENTRALE CREDITO COOPERATIVO SOC. COOP. Banca di Bologna Credito Cooperativo S.C. Banca di Cividale S.p.A. Banca di Credito Cooperativo dei Castelli Romani e del Tuscolo S.C. Banca di Credito Cooperativo del Velino S.C. 2 Banca di Credito Cooperativo di Alberobello e Sammichele di Bari S.C. Banca di Credito Cooperativo di Barlassina S.C. Banca di Credito Cooperativo di Casalgrasso e Sant’Albano Stura S.C. Banca di Credito Cooperativo di Cherasco S.C. Banca di Credito Cooperativo di Flumeri S.C. BANCA DI CREDITO COOPERATIVO DI OSTRA E MORRO D’ALBA Banca di Credito Cooperativo di Sarsina S.C. Banca di Credito Popolare S.c.p.A. Banca di Imola S.p.A Banca Finint SpA Banca Galileo S.p.A Banca IFIS S.p.A Banca Lazio Nord ScpA BANCA MALATESTIANA Credito Cooperativo Banca Mediolanum SpA Banca Monte dei Paschi di Siena SpA Banca Monte Pruno - Credito Cooperativo di Fisciano, Roscigno e Laurino – S.C. -
Notice of Final Results of the Offer
MEDIOBANCA LIMITED LIABILITY COMPANY CAPITAL EURO 443,640,006.50 REGISTERED OFFICE IN MILAN - PIAZZETTA ENRICO CUCCIA, 1 REGISTERED IN THE PUBLIC REGISTER OF COMPANIES IN MILAN VAT NUMBER 10536040966 REGISTERED IN REGISTER OF BANKS AND BANKING GROUPS WITH NO. 10631 PARENT COMPANY OF MEDIOBANCA BANKING GROUP NOTICE OF RESULTS OF THE OFFER relating to the public offer of Issue of up to 20,000 Certificates “Knock-in Reverse Convertible Securities linked to Crédit Agricole S.A. Share due 24 April 2023” commercially named “BG Phoenix Memory Premi Fissi Step-Down – Crédit Agricole” (the “Certificates”) issued under the Issuance Programme SERIES NO: 439 TRANCHE NO: 1 ISIN CODE: XS2325553787 Issuer and Lead Manager MEDIOBANCA - Banca di Credito Finanziario S.p.A. Distributor Banca Generali S.p.A. In accordance with Paragraph 12 (Terms and Conditions of the Offer) - Part B of the Issuer’s Final Terms dated 1 April 2021, it is hereby stated as follows: (i) the Offer Period for the captioned Certificates ended on 16 April 2021; (ii) the total amount of subscriptions results equal to no. 2,841 Certificates, which correspond to 266 applications imputable to no. 266 applicants; (iii) all the Certificates requested will be allotted on the Issue Date; (iv) the Aggregate Notional Amount of the Certificates effectively placed is equal to Euro 2,841,000, represented by no. 2,841 Certificates having each a Notional Amount per Security of Euro 1,000. The Aggregate Notional Amount issued is equal to Euro 3,200,000. Mediobanca Banca di Credito Finanziario S.p.A. Piazzetta Enrico Cuccia, 1 Mediobanca S.p.A., iscritta all’Albo delle Banche e Capogruppo del Gruppo 20121 Milano, Italia Bancario Mediobanca, iscritto all’Albo dei Gruppi Bancari al n. -
UBS Global Financial Services Conference
UBS Global Financial Services Conference New York, May 2010 Mediobanca well positioned in the “new world” ¡ Mediobanca business model has proved sound and efficient during the crisis ¡ No deleveraging, public or private funds, ECB financing needed ¡ High liquidity and solidity consistently assured, high resilience of income ¡ Market positioning and distribution strengthened in all businesses ¡ Competitive landscape expected to change profoundly ¡ Macro economic and financial scenario still fragile ¡ Regulators expected to reshape the market ¡ Mediobanca extremely well positioned in the “new world” ¡ High reputation and capital base ¡ Business model already compliant with new rules ¡ Room for growth in top line and profitability at all businesses MB Group 2 Business model MB Group Mediobanca Group Corporate & Principal Retail & Investment Banking Investing Private Banking Stable equity Lending Consumer credit investments Capital Markets Retail banking Advisory Private banking Large/mid corporates Retail MB Group 3 Diversified business MB Group KPIs Group KPIs by division ¡ Banking activities represent 85% of total CIBRPB PI TOT income and 60% of net profit To t a l i n c o m e (5Y avg.) 50%35% 15% ¡ Banking activities well diversified byy of which corporate and retail, respectively NII 35% 68% - 40% 50%:35% of total income or 65%:35% of Fees 35% 28% - 25% loan book Securities 35% 4% - 20% NtNet profit from PI* - - 100% 15% ¡ Income well diversified by sources: net interest income (40%), fee income (25%) RWA (€m) 75% 20% 5% and securities -
1Q20 Results
1Q20 Results Alessandro Foti, CEO and General Manager Milan, June 2020 Disclaimer This Presentation may contain written and oral “forward-looking statements”, which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forward-looking statements rely on a number of assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of FinecoBank S.p.A. (the “Company”). There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of future performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. The information and opinions contained in this Presentation are provided as at the date hereof and are subject to change without notice. Neither this Presentation nor any part of it nor the fact of its distribution may form the basis of, or be relied on or in connection with, any contract or investment decision. The information, statements and opinions contained in this Presentation are for information purposes only and do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to purchase or subscribe for securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. -
Fy20 Results As at 30 June 2020
MEDIOBANCA FY20 RESULTS AS AT 30 JUNE 2020 Milan, 30 July 2020 Agenda Section 1. Executive summary Section 2. 4Q Group results Section 3. FY20 Group performance Section 4. Divisional results Section 5. Closing remarks Annexes 1. Asset quality by division 2. Glossary MEDIOBANCA STEADY, CONSISTENT PROGRESS MADE IN IMPLEMENTING BP19-23 Executive summary Section 1 Covid-19 impact managed successfully, confirming validity of business model: MB strongly positioned in resilient segments: households & large-mid caps and fee-driven capital light businesses MB moved from emergency situation to providing continuous support to staff, clients and community IT investments in digitalization and automation accelerated 4Q results above expectations Positive market and customer trends supporting faster than expected recovery in business 4Q ordinary earnings sufficient to cover FY20 one-off charges (€285m), 80% Covid related, 80% in 4Q20 Growth confirmed: €606m revenues (up 4% QoQ), €217m net profit adjusted Solid FY20 results Revenues resilient at €2.5bn, with NII and fees up 3% CoR at 82bps (+30bps YoY), Gross NPLs/Ls ~ 4% Net profit at €600m - adjusted €887m ROTE adjusted 10% CET1 at 16.1%1 (+200bps YoY) with DPS20 = 0 (as ECB guidelines) BP19-23 strategy, targets and shareholders’ remuneration policy confirmed now also factoring in Covid Targeting industry-leading performance in term of growth and shareholders remuneration CSR/ESG strategy: delivery ongoing 1) CET1 phase-in. CET1 FL @14.5% (without Danish Compromise ~145bps and with IFRS9 fully phased