Annual Report 2012
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Stock Code: 5880 TAIWAN COOPERATIVE FINANCIAL HOLDING CO.,LTD. TAIWAN COOPERATIVE FINANCIAL HOLDING CO.,LTD. ANNUAL REPORT 2012 Proactive.Agile.Innovative ANNUAL REPORT 2012 Proactive.Agile.Innovative TAIWAN COOPERATIVE FINANCIAL HOLDING CO.,LTD. 77, Guan Qian Road, Taipei, Taiwan R.O.C. Tel: +886-2-2311-8811 Fax: +886-2-2311-3699 This annual report is available at our website: http://www.tcfhc.com.tw Printed on April 23, 2013 Spokesperson Chung-Dea Hsieh, Executive Vice President BNP Paribas Assurance TCB Life Insurance Co., Ltd. : Tel +886-2-2311-8811 Address:10F., No.325, Sec. 4, Zhongxiao E. Rd., : Email [email protected] Da'an Dist., Taipei City 106, Taiwan, R.O.C. Tel:+886-2-2772-6772 Deputy Spokesperson Website:http://www.tcb-life.com.tw/ Hong-Chen Lin, Executive Vice President Tel:+886-2-2311-8811 BNP Paribas TCB Asset Management Co., Ltd. Address:13F., No.85, Sec. 2, Nanjing E. Rd., Email:[email protected] Zhongshan Dist., Taipei City 104, Taiwan, R.O.C. : Headquarters Tel +886-2-2181-5999 Website:http://www.tcb-am.com.tw/ Taiwan Cooperative Financial Holding Co., Ltd. Stock Transfer Agent Address:No.77, Guan Qian Road, Zhongzheng Dist., Grand Cathay Securities Corporation Taipei City 100,Taiwan,R.O.C. Address:5F., No.2, Sec. 1, Chongqing S. Rd., Tel:+886-2-2311-8811 Zhongzheng Dist., Taipei City 100, Taiwan ,R.O.C. Website:http://www.tcfhc.com.tw/ Tel:+886-2-2389-2999 Website:www.gcsc.com.tw Subsidiaries Auditors Taiwan Cooperative Bank, Ltd. Deloitte & Touche Address:No.77, Guan Qian Road, Zhongzheng Dist., Address:12F., No.156, Sec. 3, Minsheng E. Rd., Taipei City 100,Taiwan,R.O.C. Songshan Dist., Taipei City 105, Taiwan ,R.O.C. Tel:+886-2-2311-8811 Tel:+886-2-2545-9988 Website:http://www.tcb-bank.com.tw/ Website:www.deloitte.com.tw Taiwan Cooperative Bills Finance Corporation Ltd. Credit Rating Agency : Address 14F., No.85,87, Sec. 2, Nanjing E. Rd., Taiwan Ratings Corp. Zhongshan Dist., Taipei City 104, Taiwan ,R.O.C. Address:49th Floor Taipei 101 Tower No. 7, Xinyi : Tel +886-2-2522-1656 Road, Section 5, Taipei 110,Taiwan, R.O.C. Website:http://www.tcb-bills.com.tw/ Tel:+886-2-8722-5800 Taiwan Cooperative Securities Co., Ltd. Standard & Poor's Ratings Services Address:2, 6F., No.325, Sec. 4, Zhongxiao E. Rd., Address:Unit 1, Level 69, International Commerce Da'an Dist., Taipei City 106, Taiwan, R.O.C. Centre, 1 Austin Road West, Kowloon, Hong Kong Tel:+886-2-2731-9987 Tel:+852-2533-3500 Website:http://www.tcfhc-sec.com.tw/ Notice to readers Co-operative Asset Management Co., Ltd. This English version annual report is a summary translation of the Address:7F., No.325, Sec. 4, Zhongxiao E. Rd., Da'an Chinese version and is not an official document of the shareholders’ Dist., Taipei City 106, Taiwan, R.O.C. meeting. If there is any discrepancy between the English version and : Tel +886-2-8772-0868 Chinese version, the Chinese version shall prevail. Website:http://www.coamc.com.tw/ CONTENTS 02 1. Letter to Shareholders 08 2. Company Profile 10 3. Report of Corporate Governance 18 4. Capital Overview 22 5. Operational Highlights 29 6. Financial Information 154 7. Financial Status and Risk Management 02 Letter to Shareholders 1. Letter to Shareholders 03 1.1 Review of Business Operations in 2012 06 1.2 Business Plan for 2012 07 1.3 Credit Ratings 2012 ANNUAL REPORT 1. 1. Letter to Shareholders 1.1 Review of Business Operations in 2012 1.1.1 Global and Domestic Financial Environment The momentum for economic recovery in Taiwan weakened in 2012 under the impact of the lingering European debt crisis, the economic slowdown in the United States, Japan, and mainland China, and other adverse factors. According to data from Global Insight, worldwide economic growth slipped to 2.6% in 2012, down from 3.0% the year before. The Directorate General of Budget, Accounting and Statistics fixes Taiwan’s growth rate for the year at 1.26%. Taiwan Cooperative Financial Holding Co., Ltd. was established on Dec. 1, 2011 with a capitalization of NT$65.968 billion. To conform to Basel III rules and reinforce the capital structure of its subsidiaries, the Company completed a cash capital increase by issuing 1.2 billion ordinary shares in 2012, raising NT$17.72 billion; all of the proceeds were injected into our banking subsidiary, bringing its capital adequacy ratio and Tier 1 capital ratio at the end of the year to 12.63% and 7.60%, respectively. With strenuous business promotion efforts by the staff of all subsidiaries, the Company’s after-tax net profit in 2012 reached NT$7.561 billion, yielding earnings per share (EPS) of NT$1.07. Our banking, bills finance, and asset management subsidiaries all maintained stable profitability; the other three subsidiaries, life insurance, trust investment and securities were still making losses because of the short establishment period and high start-up costs amortization. However, the size of their losses was already shrinking. With the domestic economy expected to strengthen in 2013, the Company will continue promoting cooperation and joint marketing among its subsidiaries through the strategic financial holding platform and will speed up the pace of deployment in mainland China and abroad while deepening relations with strategic partners. Under the financial holding company framework, we will work to realize the group spirit of mutual assistance and cooperation, create new opportunities, and enhance operating synergies in our ongoing march toward becoming a top financial group in the Asia-Pacific region. 03 04 Letter to Shareholders 1.1.2 Organization Integration Taiwan Cooperative Financial Holding Co., Ltd. (TCFHC) was established on Dec. 1, 2011 through share swap with Taiwan Cooperative Bank, Ltd., Taiwan Cooperative Bills Finance Corporation Ltd., and Co- operative Assets Management Co., Ltd. after the approval from the Financial Supervisory Commission on Sep. 22, 2011. The Company's subsidiaries include Taiwan Cooperative Bank, Ltd., Taiwan Cooperative Bills Finance Corporation Ltd., Taiwan Cooperative Securities Co., Ltd., Co-operative Assets Management Co., Ltd., BNP Paribas Assurance TCB Life Insurance Co., Ltd. and BNP Paribas TCB Asset Management Co., Ltd. 1.1.3 Business Operations in 2012 Our areas of business encompass banking, bills finance, securities, asset management, life insurance, and securities trust investment. The operation results of the subsidiaries were as follows: the volume of banking deposits and loans experienced stable growth and maintained a leading position in the banking industry; the bills finance business vigorously pursued expansion and recorded substantial growth in guarantees and bills purchasing; the securities business was constrained by the weak stock market and did not perform as well as expected; the volume of the asset management business declined compared with the previous year, but profit on the disposal of debt still met our budget target; the life insurance business generated growth in some products while decline in others, but total premium income nevertheless increased nearly 30%; and the trust investment business experienced substantial growth in both fund scale and management fee income, but the business has not yet attained economic scale and continued efforts are still needed. In 2012 the Company’s profit amounted to NT$7.878 billion; expenses and losses were NT$324 million, leaving a before-tax net income of NT$7.554 billion and after-tax net income of NT$7.561 billion. This was 106.12% of the budget target of NT$7.125 billion. The budgets and results of the different subsidiaries were as follows: l Taiwan Cooperative Bank, Ltd. (TCB) Net income NT$32.997 billion, amounting to 96.99% of the budget target of NT$34.02 billion; after- tax net profit NT$7.533 billion, amounting to 105.17% of the budget target of NT$7.163 billion. l Taiwan Cooperative Bills Finance Corporation Ltd. (TCBF) Net income NT$234 million, amounting to 71.56% of the budget target of NT$327 million; after-tax net profit NT$182 million, amounting to 102.82% of the budget target of NT$177 million. l Taiwan Cooperative Securities Co., Ltd. (TCS) Income NT$325 million, amounting to 62.86% of the budget target of NT$517 million; after-tax loss of NT$67 million, or -73.33% of the after-tax profit budget target of NT$90 million. 2012 ANNUAL REPORT l Co-operative Assets Management Co., Ltd. (CAM) Revenue and income NT$604 million, achieving 175.58% of the budget target of NT$344 million; after-tax net profit NT$160 million, amounting to 378.57% of the budget target of NT$42 million. l BNP Paribas Assurance TCB Life Insurance Co., Ltd. Operating revenue NT$35.502 billion, amounting to 247.90% of the budget target of NT$14.321 billion; after-tax loss NT$149 million, or 118.13% of budget target loss of NT$182 million. l BNP Paribas TCB Asset Management Co. Ltd. Operating revenue NT$92 million, amounting to 48.42% of the budget target of NT$190 million; after- tax loss NT$88 million, achieving 116.19% of the budget target of NT$105 million. 1.1.4 Budget Implementation and Financial Results l The Company Units:NT$million, except EPS in NT$ Item 2012-Actual 2012-Budget Achievement (%) Revenues 7,878 7,382 106.72 Expenses and losses (324) (257) 73.93 Net Income before tax from continuing operations 7,554 7,125 106.02 Income tax gain 7 0 -- Net Income 7,561 7,125 106.02 Basic earnings per share 1.07 1.07 100.00 Diluted earnings per share 1.07 1.07 100.00 l The Company’s Subsidiaries Units: NT$million Subsidiaries Net income before tax-actual Net income before tax-budget Achievement (%) Taiwan Cooperative Bank, Ltd.