Annual Report 2017
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Annual Report 2017 EFG International is a global private banking group offering private banking and asset management services and is headquartered in Zurich. Its registered shares (EFGN) are listed on the SIX Swiss Exchange. In 2017, EFG International completed the integration of BSI, a Lugano-based bank with a long-standing tradition of Swiss private banking and a broad international network. EFG International’s largest shareholders are EFG Bank European Financial Group (43.8% stake) and BTG Pactual (27.8%). As a leading Swiss private bank, EFG International has a presence in major financial centres and growth markets. It has strong roots in Switzerland, with Zurich, Geneva and Lugano serving as key hubs for the governance and operation of the bank. EFG International operates in around 40 locations worldwide, with a network spanning Europe, Asia Pacific, the Americas and the Middle East. EFG International is a financial partner that offers security and solidity. An entrepreneurial spirit has shaped the bank since it was established in 1995, enabling it to develop hands-on solutions and to build long-lasting client relationships. EFG International EFG International Performance Evolution Financial Highlights AUM and AUA in CHF millions 31 December 2017 in CHF billions Income 153.6 154.3 IFRS net profit/(loss) attributable to equity holders (59.8) AUA AUA IFRS net profit/(loss) attributable to ordinary AUM AUM shareholders (61.8) 144.5 142.0 Underlying recurring net profit* 165.0 Operating income 1,142.7 93.5 93.7 Cost/income ratio 92.2 84.1 AUA AUA AUA AUM AUM 85.1 AUM 84.1 Balance sheet 76.1 Total assets 41,613 Shareholders’ equity 1,727 Market capitalisation Share price (in CHF) 10.30 2013 2014 2015 2016 2017 Market capitalisation (ordinary shares) 2,984 Regulatory capital Total Regulatory Capital 2,330.3 Client Relationship Officers (CROs) Total Capital Ratio (Swiss GAAP Basel III, fully applied) 21.5% 679 644 Ratings long term outlook 462 435 440 Moody’s A3 Stable Fitch A Negative Personnel 2013 2014 2015 2016 2017 Total number of CROs 644 Total number of employees (FTE’s) 3,366 Total Balance Sheet Listing in CHF millions Listing at the SIX Swiss Exchange, Switzerland; ISIN: CH0022268228 42,186 41,613 Ticker Symbols 26,796 25,344 Reuters EFGN.S 21,699 Bloomberg EFGN SW * Excluding impact of non-recurring items. 2013 2014 2015 2016 2017 Annual Report 2017 | 1 Entrepreneurial thinking. Private banking. Contents Editorial Chair and CEO 4 International Presence 9 Financial Review 12 Beyond Banking 17 Corporate Governance 20 Group structure and shareholders 23 Capital structure 25 Board of Directors 28 Executive Committee 39 Compensation, shareholdings and loans of the members of the Board of Directors and the Executive Committee 46 Shareholders’ rights of participation 47 Changes of control and defence measures 48 Auditors 48 Information policy 49 Compensation Report 50 Philosophy 51 Regulations 51 Methodology 51 Responsibilities 52 Principles 53 Specific mechanisms or instruments for variable compensation 55 Implementation of compensation principles 56 Loans and credits 58 External advice 58 Compensation of the Board of Directors and the Executive Committee 59 Loans and credits to the Board of Directors and the Executive Committee (audited) 62 Auditors’ report 63 Consolidated Financial Statements 64 Consolidated income statement 66 Consolidated statement of comprehensive income 67 Consolidated balance sheet 68 Consolidated statement of changes in equity 69 Consolidated cash flow statement 72 Notes 74 Auditors’ report 226 Parent Company Financial Statements 236 Parent company income statement 238 Parent company balance sheet 239 Notes 240 Auditors’ report 249 Contacts and Addresses 253 Annual Report 2017 | 3 Editorial Chair and CEO John A. Williamson, Giorgio Pradelli Dear shareholders, dear clients, legal integration globally, following the integration of the Luxembourg and Monaco businesses. In addition, on 2017 marked the start of a new era for EFG. Following the 17 July 2017 we reached an agreement with BTG Pactual closing of the BSI acquisition in November 2016, we reached on the final purchase price of CHF 972 million, part of which a number of important milestones during the year and was to be paid in the form of shares, Additional Tier 1 successfully completed the integration of BSI last instruments and cash. December. As a result of this transformational step, which has significantly increased the size and scale of our The integration process itself was a major undertaking, business, EFG is today one of the largest Swiss private banks encompassing a total of six legal integrations and nine IT with approximately CHF 142 billion of Assets under migrations worldwide, as well as the global rollout of our Management. Our priority for the coming years is to realise renewed brand. While focusing intensively on this process, the full potential of our combined business and to seize we continued to maintain our underlying profitability and new opportunities for the benefit of our clients, to make significant progress in reducing our underlying cost shareholders and employees. base, exceeding the targeted pre-tax cost synergies of CHF 50 million for 2017. Successful completion of integration process Over the last year, we moved ahead swiftly with the BSI As a combined bank operating on a consolidated Group- integration and successfully concluded the overall process wide IT system, we are now also even better positioned to on 11 December, following the final data migration from provide clients with a comprehensive and high-quality the Swiss business to EFG’s core IT platform. We not only product and service offering. integrated the former BSI business globally and introduced our bank’s renewed brand across all regions but, at the Strengthening our global presence same time, continued to execute on our strategic growth In addition to completing the integration process, we targets. continued to strengthen our bank’s global presence in key markets. In October 2017, we announced the closing of the In April 2017 – only around six months after the closing acquisition of UBI Banca International (Luxembourg) S.A. of the BSI acquisition and in parallel to the accelerated from Unione di Banche Italiane S.p.A., with around EUR 2.4 integration process in Asia – we completed the legal billion of revenue-generating Assets under Management integration of the former Swiss BSI business. Two months and approximately EUR 1.5 billion of Assets under Custody. later, at the beginning of July 2017, we concluded the overall In addition to the enlargement of the business due to the Annual Report 2017 | 5 Editorial Chair and CEO BSI integration, this acquisition significantly strengthened as continuing to strengthen our risk and regulatory our bank’s presence in the Luxembourg market and compliance framework. Marcelo Coscarelli has therefore reinforced our efforts to grow our footprint in Europe. With been named Head of the Latin America region, effective its enhanced position as one of EFG’s important business 01 July 2017, and Vittorio Ferrario was appointed as a hubs, EFG Bank (Luxembourg) S.A. offers a range of superior member of the Executive Committee in his new role as Chief private banking, investment and wealth management Compliance Officer, effective 01 August 2017. In addition, services to clients in this important market. Dimitris Politis was appointed CFO, Renato Cohn Deputy CEO and Thomas A. Mueller Chief Risk Officer, effective EFG also faced significant challenges during the year. 01 January 2018. Christian Flemming now holds the role of Banca d’Italia notified us in May 2017 that administrative Chief Operating Officer and Mark Bagnall has assumed the proceedings had been initiated against the former BSI new position of Chief Technology Officer. Reto Kunz and offices in Italy due to alleged regulatory and compliance Peter Fischer have decided to step down as members of the failings that pre-dated the closing of the acquisition by EFG. Executive Committee but will continue to support our bank This matter could have resulted in the closure of the Italian in key strategic projects and initiatives. offices. However, our combined businesses at Group and regional level worked intensively to address this issue. As a Economic and political events that shaped the market result, Banca d’Italia announced on 13 November 2017 that it From a macroeconomic and political perspective, 2017 was had removed its restrictive order and dismissed the marked by a number of important events that affected the administrative proceedings against the former BSI offices in markets. These developments ranged from the inauguration recognition of EFG’s strong compliance processes and of the US President, Brexit negotiations and elections in structures. This has ensured we can maintain our onshore Germany and France to key monetary policy decisions by presence in Milan and relaunch our business serving clients major central banks. in the strategically important Italian market. Interest rates remained at low levels in 2017. However, the An effective risk and regulatory framework is and will US Federal Reserve began tightening the monetary reins continue to be an important prerequisite for profitable and with three consecutive interest rate hikes during the year. sustainable growth. We believe that our strong focus on Likewise, in November 2017, the Bank of England increased risk management and compliance will not only further UK interest rates from 0.25% to 0.5% in its first rate rise strengthen confidence in our bank and improve our market since 2007. Despite this slight upward trend in interest rates position but also be an important factor driving our long- and the gradual tightening of monetary policy by some term growth. central banks, the European Central Bank (ECB) continued its quantitative easing programme amid ongoing concerns Leadership changes over the political and financial stability of the European In October 2017, Joachim (Joe) Straehle announced his Union (EU) – particularly against the backdrop of the decision to retire as Chief Executive Officer (CEO) of EFG at ongoing Brexit negotiations.