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Everyone's Responsibility

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Everyone's Responsibility 2 016 Sustainability Report Everyone’s responsibility TOWARDS THE FUTURE, TOGETHER In 2016, we completed an important project: the creation of the Banco BPM Group from two major, historic cooperative banks. We sought and achieved this together with our Members, our community of employees, the institutions and the Supervisory Authorities. This is an operation that enables us to project our bank into the future, adopting a sustainable approach that instils a sense of certainty and security in our customers, as well as confidence in our business continuity and creates value for our shareholders, for the local community and for the country. The sustainability of the Italian credit system today depends to a great extent on our ability to innovate and evolve; it was this underlying awareness that enabled us to achieve the merger between two banks that share the values, the history of cooperative credit and that aspire to continue to do business as before, in their new legal status of S.p.A. and in such a complex and challenging market scenario. We wanted to be the forerunners, to see a positive change for our country, and to contribute, as far as we are able, to its growth. We are aware of the close ties between the industry we operate in and economic and social wellbeing. Prudence has given us courage and our extensive efforts have not been in vain. Today, the overall success of the merger is everyone’s responsibility. This is just the beginning of a demanding journey filled with challenges, however, this is precisely why it will lead us to great opportunities and to solid results, meeting the expectations of all stakeholders, whose trust is fundamental to our Bank. Sustainability was the starting point for this journey and will continue to guide the choices of the Banco BPM Group in the coming years. Together, we have decided which direction to follow. Together, step-by-step, we will build our future. Chairman of the Board of Directors Banco BPM Chief Executive Officer Banco BPM Carlo Fratta Pasini Giuseppe Castagna 2 016 Sustainability Report GUIDE TO READING THE REPORT CONTENTS The 2016 Sustainability Report of the Bipiemme Group 5 Banco BPM Group (2016 Report) represents an integrated reporting tool, How we create sustainable value over time the purpose of which is to illustrate the management of the The new Group - identity, main companies, enterprise, in all of its facets; relations with stakeholders, governance and organisational model, key figures 6 the use of significant amounts of capital for business The new Group - 2016-2019 Business Plan 10 activities and the generation and distribution of value. The new Group - contributing to the community 12 As illustrated in the “Methodology note”, the merger of 13 BPM Group Banca Popolare di Milano S.c.a r.l. and Banco Popolare Identity and value creation Società Cooperativa became effective on 1 January Operating scenario 14 2017, and led to the establishment of Banco BPM S.p.A.. Profile 16 The first section of the sustainability report “Banco BPM Key figures 17 Group - How we create sustainable value over time” Governance and corporate integrity 18 seeks to present the new Banco BPM Group, the second Risk Management 21 section “BPM Group: Identity and value creation” and the Economic value 2016 22 remaining sections regard the Bipiemme Group and its Stakeholders 23 performance as at 31 December 2016. Analysis of materiality 24 Capital 26 The 2016 Report was drawn up in accordance with the Relationship capital 27 Guidelines of the Global Reporting Initiative (version G4). Companies and people 28 The organisation of its content refers to the standards Community 31 of the International Integrated Reporting Council and Suppliers 35 therefore meets the most common requirements at Media/Social Community 36 international level. The topics illustrated in the 2016 Financial capital 37 Report were selected and agreed by the top management Profitability 38 of Banca Popolare di Milano, also considering the Equity strength and financial stability 39 areas retained to be important by analysts specialised Human capital 41 in Sustainability Investing and the aspects of the banking Personnel 42 industry most covered by the media. The Corporate Social Intellectual capital 49 Responsibility Team handled the preparation of the Report Innovation 50 and managed the activities needed to prepare the same, Natural capital 53 in collaboration with other company departments. Environment 54 For any information or further details, readers should send an email to [email protected]. Acknowledgments 56 Methodology note 58 Reconciliations 59 GRI Content Index 64 Independent Auditors’ letter 68 Glossary 71 Banco BPM Group How we create sustainable value over time Banco BPM Group / BPM Group / Acknowledgments / Methodology note, Reconciliations and GRI Content Index / Independent Auditors’ letter / Glossary How we create sustainable value over time THE NEW GROUP - IDENTITY On 15 October 2016, the Shareholders’ Meetings of Banca Popolare di Milano S.c.a.r.l. and Banco Popolare Società Cooperativa approved the planned merger between the two banking companies, which envisages, from 1 January 2017, the establishment of a new banking company called Banco BPM S.p.A., with registered office in Milan and administrative offices in Verona*. BANCONASCE BPM BANCO IS BORN BPM Horizon Anyone that looks towards the horizon, looks far, looks towards the future. It is a symbol of union, of sharing: two worlds that unite for a common future, joined by a line that represents a “bridge” between different cultures, between the past and the future, a symbol that BasedDalla storia on the di duehistory of WeVogliamo want innovare to innovate nel in WeVogliamo want essereto rise all’altezza to the conveys collaboration, the will to work twograndi major istituti cooperative popolari linesegno with della tradition, tradizione, occasion,delle vostre meeting aspettative. all towards the growth and development of the people and the companies of our local banksnasce lathe terza third largest toa sostegnosustain the dei young giovani ofSempre your expectations.al vostro servizio, communities. italianBanca italiana.bank is born. ande del the futuro. future for all. Alwayscon responsabilità. at your service. Together,Insieme vogliamo we want creare to WeVogliamo want tutelareto protect le nostre our WithPerché a ognunosense of di voi It is a simple and modern symbol. It createvalore per value i clienti, for our families,famiglie, leour nostre communities comunità responsibility.per noi è importante. Because represents the will to undertake new customers,gli azionisti, ishareholders territori ande continuare continue a to sostenere support each and every one of you challenges and to restore trust between ande il nostro local Paese.economies businesses.le imprese. is important to us. generations, between the schools and the world of industry, between traditional and for our country. professions and new technologies, between all of us and our communities. HeadingVerso il futuro, for the insieme. future, together. * The information in this section mainly refers to the Articles of Association of Banco BPM, to the 2016-2019 Business Plan of Banco BPM, to the website www.bancobpm.it and to the press release published on 15/02/2017 on the Group’s website regarding the results of the Banco BPM Group as at 31/12/2016. 2 016 Sustainability Report 6 Banco BPM Group / BPM Group / Acknowledgments / Methodology note, Reconciliations and GRI Content Index / Independent Auditors’ letter / Glossary How we create sustainable value over time THE NEW GROUP - MAIN COMPANIES BANCO BPM S.P.A. BANCA POPOLARE ALETTI & C. BANCA SOCIETÀ GESTIONE PROFAMILY S.P.A. RELEASE S.P.A. DI MILANO S.P.A. D’INVESTIMENTO MOBILIARE S.P.A. SERVIZI BP S.C.P.A. BP PROPERTY ALETTI FIDUCIARIA S.P.A. MANAGEMENT S.C.R.L. BIPIELLE REAL ESTATE BANCA ALETTI & C (SUISSE) SA S.P.A. BANCA AKROS S.P.A. COMMERCIAL BANKING INVESTMENT BANKING AND WEALTH MANAGEMENT CONSUMER CREDIT ALETTI GESTIELLE SGR S.P.A. LEASING CREDIT COLLECTION SERVICE COMPANY * The diagram only shows the banking group companies that are related to business development 2 016 Sustainability Report 7 Banco BPM Group / BPM Group / Acknowledgments / Methodology note, Reconciliations and GRI Content Index / Independent Auditors’ letter / Glossary How we create sustainable value over time THE NEW GROUP - GOVERNANCE AND ORGANISATIONAL MODEL Banco BPM S.p.A. adopts a traditional governance model, BOARD OF STATUTORY comprised of: SHAREHOLDERS’ MEETING AUDITORS Banco BPM’s share - Shareholders’ Meeting: appoints the Board of Directors and capital is divided into the Board of Statutory Auditors, establishing their relative 1,515,182,126 shares. remuneration, meets at least once a year, and resolves on Based on figures received the approval of the annual financial statements and on the from Monte Titoli after the BOARD OF DIRECTORS stock swap determined by allocation and distribution of profits. SUPERVISORY BODY Chairman - C. Fratta Pasini the merger, as at 2 January - Board of Directors: responsible for strategic supervision 2017, 38% of shares are held by natural persons and and management, is currently comprised of 19 Directors, of the remaining 62% which at least 9 must meet the independence requirements SECRETARIAT AUDIT by legal entities. pursuant to the Articles of Association. CORPORATE AFFAIRS - Board of Statutory Auditors: exercises the function of control relating to compliance with the law, and assesses, inter alia, the adequacy of the organisational and administrative- CHIEF EXECUTIVE OFFICER accounting structure of the Company. G. Castagna Voting in the new Group to whom several functions report directly, namely - The principle of per capita voting, according to which each Loans, Compliance, Risks, NPL, Legal, Member has one vote regardless of the number of shares in Communication and Investor Relations its possession, no longer applies. - Each share corresponds to one voting right; from 26/03/2017, no limits to the quantity of voting rights are envisaged (up until said date, no shareholder could directly or indirectly exercise a voting right for a quantity of shares exceeding 5% of share capital).
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