Citibank Japan Ltd. Annual Report for the Fiscal Year Ended March 31

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Citibank Japan Ltd. Annual Report for the Fiscal Year Ended March 31 Citibank Japan Ltd. Annual Report For the fiscal year ended March 31, 2009 www.citibank.co.jp Table of Contents Message from the President 1 Company Overview 2 Management Strategy 4 Corporate Governance System 5 Risk Management Framework 8 Compliance System 9 Business Outline 10 Citibank Japan in the Community 14 Citibank Japan Ltd. Financial Year (FY) 2008 Financial Information 15 1. Matters Related to Major Business 17 2. Financial Statements 34 3. Market Value Information 45 4. Major Shareholders 49 5. Disclosure Items Based on Pillar III of Basel II 50 Message from the President Citibank enjoys a long and distinguished history in Japan, dating back to 1902 when we opened our first branch in Yokohama. We have since grown to become one of the leading financial institutions in Japan, providing innovative and high quality services to our customers from our retail and corporate banking divisions. Whether it be helping our individual customers manage their financial needs, or helping our corporate clients expand into new and exciting markets, Citibank Japan continues to be there for our customers through challenging market conditions. I am pleased to report that Citibank Japan is stronger than ever. Citibank Japan is well capitalized with 295.1 billion yen in shareholders' equity as of March 31, 2009 and capital adequacy ratio of 23.6%, which is among the highest in the banking industry in Japan and far in excess of the minimum requirement as prescribed by the Financial Services Agency. Our business results continue to show positive momentum. In the twelve months ended March 31, 2009, Citibank Japan reported net income of 26.35 billion yen with assets of nearly 6,200 billion yen. On June 26th, Citibank Japan received an administrative action from the Financial Services Agency (FSA) of Japan. Citibank Japan takes this administrative action very seriously and apologizes for any inconvenience caused to our customers and all parties concerned. We are committed to fixing these issues comprehensively and in growing Citibank in Japan in a compliant and well controlled manner going forward. I would like to express my sincere gratitude to our customers and employees for their wonderful support and we look forward to continuing to build a franchise that consistently exceeds client expectations while embracing the communities in which we are privileged to do business. Darren Buckley Representative Director, President & CEO Citibank Japan Ltd. 1 Company Overview As one of Citigroup's core businesses in Japan, Citibank Japan Ltd. (“CJL”) is engaged in banking services through the Retail Banking Division, which provides banking services to a wide range of retail customers, and through the Corporate Banking Division, which is dedicated to institutional clients. Company Name Citibank Japan Ltd. Head Office Address Citigroup Center 3-14 Higashi-Shinagawa 2-chome, Shinagawa-ku, Tokyo 140-8639 Bank Code 0401 Head Office Branch Code 730 Telephone Number 0120-039-104 or 03-5462-5000 Commencement of Operations July 1, 2007 (International Banking Corporation (a predecessor to Citibank) opened Yokohama branch October 1902) Number of Employees 1,548 (As of March 31, 2009) Number of Branches 1 head office, 26 branches, 8 sub-branches and 2 internet-only branches (includes 25 branches, 6 sub-branches and 1 internet-only branch of Retail Banking Division) Directors and Statutory Auditors Representative Director Darren Buckley Representative Director Fabio Fontainha Representative Director Marc Merlino Director Tetsuo Matsugaki Director (non-executive) Jun Kadoda Director (non-executive) Yukio Yoshimura Director (non-executive) Mark Hart Director (non-executive) Mark Hunsaker Director (non-executive) William Brent Tanner Statutory Auditor (full-time) Takashi Kinoshita Statutory Auditor (outside) Junji Matsuoka Statutory Auditor (outside) Toshiaki Kawashima Executive Officers President and CEO Darren Buckley Deputy President and Head of Retail Banking Division Fabio Fontainha Deputy President and Head of Corporate Banking Division Marc Merlino Deputy President and Chief Administrative Officer Tetsuo Matsugaki Chief Financial Officer V. Prakash Chief Risk Officer Kazuhiro Tanimoto Chief Compliance Officer and Head of Management Hiroaki Nigo Coordination Department Head of Legal Division Yoshito Hirata Head of Control Division Hiroaki Kanazawa Co-Head of Operations & Technology Division Ayumi Tomoda Co-Head of Operations & Technology Division Thomas Phillips Head of Human Resources Division Masao Karasawa Head of Corporate Treasury Department Stantley Tan (As of July 1, 2009 except for Number of Employees) 2 Financial Summary (As of March 31, 2009) (Billions of Yen) Total Assets 6,189 Deposits 5,311 Total Net Assets 299.3 Capital Stock 123.1 Capital Adequacy Ratio 23.6% Credit Ratings (As of July 1, 2009) Moody’s S&P Fitch Citibank Japan Ltd Long term A2 A+ A+ Short term P-1 A-1 F1+ (Reference) Moody’s S&P Fitch Citigroup Inc. Long term A3 A A+ Short term P-1 A-1 F1+ Citibank, N.A. Long term A1 A+ A+ Short term P-1 A-1 F1+ <Note> CJL, with its head office located in Japan, is a member of the Deposit Insurance Corporation (DIC) and, pursuant to the Deposit Insurance System, non-interest-bearing Yen deposits for payment and settlement purposes accepted by CJL are protected in full per depositor; and interest-bearing Yen deposits accepted by CJL are protected up to a maximum of 10 million yen in principal plus related interest thereon per depositor. 3 Management Strategy CJL is uniquely positioned as the only local foreign bank in the market (as of the end of March 2009). CJL’s goal is to precisely respond to the needs of our retail and corporate clients with innovative products and services and through Citigroup’s global network – thereby playing a leading role in the financial industry. With the cross business coordination and strategies, CJL aims to increase the client base as well as revenue base and improve the local asset-liability balance. With a long-term vision, we endeavor to develop our continuous business and gain increased presence in the market. CJL has a long and distinguished history in Japan, and a proud legacy of focusing our energy fully on our customers, of delivering new innovations and market firsts, of bringing the best of the world to our local customers, of providing an excellent working environment and of investing in our future growth. Whether it be helping our individual clients manage their financial needs, or helping our corporate clients expand into new and exciting markets, CJL remains committed to be there for our customers through challenging market conditions and long into the future. CJL is focused on a balanced growth strategy through its Retail Banking Division and Corporate Banking Division. The Retail Banking Division continually invests in new product, distribution and service innovations to grow its mass affluent customer base and expand its premier Citigold proposition. The Corporate Banking Division has a core group of relationships to which it leverages Citigroup's global strengths to provide high quality financial products, services and advice to help our customers succeed. Both continually look to improve the customer experience and operational efficiency through extensive ongoing reengineering programs. Below summarizes the key strategies: (1) Responding to Diversified Customer Needs as “One Citi” With the increasingly diversified customer needs today, we are challenged to accurately respond to these needs with collaboration among different business segments. We believe that it is important to deploy fully consistent strategies based on the comprehensive management goal with both of Retail Banking Division and Corporate Banking Division in scope. We intend to expand our business by exploring potential opportunities that may be enhanced not only through continuous effort individually made at each retail and corporate area but also through synergy effect of the cross business coordination. By the same token, we will strengthen strategic partnership with the Citigroup affiliates. (2) Enhancing and Expanding Our Customer Base Our core revenue base derives from the affluent retail clients and large multinational corporate clients. We continue to value these client segments and to deepen the relationship in order to increase business volume and the number of products and services that the customer uses through us. We also pursue such opportunities selectively and strategically in order to up-tier the customers to our core revenue base in the future. The same approach applies to expanding the client base on a disciplined basis with careful consideration of potentiality of the relationship growth in the future. (3) Leveraging Unique Position as a Local Foreign Bank Our strength exists primarily in “innovation” and “global network”. We believe that such strength best performs on the ground that CJL is capable of providing sufficiently competitive services in domestic banking transactions as well. We also understand that Japan-based, long-term goals with consistent objectives are the key to deploy and implement the strategies in Japan. We will make continuous effort to be recognized for our capabilities of providing basic, full-fledged domestic banking services to both retail and corporate banking businesses. Further, we continue to be responsive to Japan-specific economic and social issues – in this area, we explore financial solutions proactively for business with highly public objectives as part of continuing effort to gain trust from the Japanese society on a long-term basis. CJL is subject to the very high regulatory standards expected of all Japanese banks, as well as the international standards expected from our regulators in the United States. While we have rigorously pursued a solid governance and internal control structure since the localization of our banking operations in July 2007, we will continue our utmost efforts to improve these further to meet both Japanese and global best practices. We are also committed to confront in a resolute manner the undue demands and anti-social forces that threaten the social order and safety.
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