Registration Document & Annual Financial Report
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registration document & annual financial report 2016 Building the future in a changing world Chairman’s statement Our businesses are changing and CIC is transforming In a rapidly changing environment, the group continued to develop its commercial activity in 2016, offering its 4.9 million customers banking products, insurance products and services that specifically meet their evolving needs. At a time of low interest rates, regulatory pressure and heightened competition, this strategy translates into significant growth in loans and deposits, as well as in insurance, telephone services and remote surveillance. The CIC group ends the year with net income of €1.361 billion, an increase of 21.8%. It continues to rely on the latest technology to make customer relationships, whether physical or digital, the focal point of its strategy. For example, in 2016 the group redesigned its website to offer a more functional customer area and a straightforward line of products and services tailored to all activities. As a bank for self-employed professionals and corporates – one in three companies is a customer – through its development strategy the CIC group continued to support the vitality of the real economy in an effort to boost growth, productivity, profitability and employment simultaneously. For example, thanks to this policy the "corporate" branches offer health insurance policies that do not require their employees to pay their healthcare costs in advance. As a bank for private individuals and associations, the CIC group continued to support the development of projects rooted in its customers’ day-to-day lives and in today's and tomorrow's society by developing a comprehensive range of products and services for every stage of life. For example, the launch of “CIC Auto” in 2016 allows customers to take advantage of negotiated prices at the time of purchase from a network of dealers and provides financing and insurance options. What sets the CIC group apart is its ability to successfully combine technological innovation and respect for the customer, always with the same goal: to build for the long term in a way that benefits the real economy. To achieve this, it draws on the commitment and professionalism of its employees, who support their customers every day by using technology to build a relationship of trust. It also owes its success to the fact that it is part of a solid group - the Crédit Mutuel group – which was ranked as the number one French bank and the fourth best bank in the euro zone following the stress tests (unfavorable scenario) conducted by the European Central Bank in 2016 for its CET1 solvency ratio. Thanks to the commitment and competence of its employees, its capacity for technological innovation that supports the real economy and the vitality of the regions and its ability to maintain strong relations with its customers in a complex world, the CIC group is looking to the future with confidence and determination. This registration document was filed with the Autorité des Marchés Financiers (AMF) on April 19, 2017, pursuant to Article 212-13 of the AMF’s General Regulations. It may be used in support of a financial transaction if it is accompanied by a memorandum approved by the AMF. Nicolas Théry This document was prepared by the issuer and is binding on its signatories . ContenTs 6 CIC profile 7 Key consolidated figures 8 Simplified organization chart 10 presentation of CiC 260 Corporate soCial responsibility 12 Review of operations 262 Chairman's and CEO's statement 1 29 Regional and international directory 4 264 General information 32 History of CIC 291 Indicators 33 Capital 301 Cross-reference table with the information required by Article 225 of 36 Market for the company's shares the Grenelle II Act on employment, environmental and social matters 39 Statutory Auditors’ report on the interest payable 304 Report of the independent third party on the consolidated social, on non-voting loan stock employment and environmental information presented in the management report 40 CORPORATE GoVERNANCe 306 LEGAL INFORMATION 42 Board of directors 308 Shareholders 52 Compensation of corporate officers 2 318 Statutory Auditors’ report on the issue of shares 54 Variable compensation of "risk takers” 5 and various negotiable securities with and/or without 56 Report of the Chairman of the Board of Directors to the shareholders' preferential subscription rights general meeting of May 24, 2017 on the preparation and organization 319 Statutory Auditors’ report on the capital increase reserved for members of the work of the Board and on internal control procedures of an employee savings plan 68 Statutory Auditors’ report pursuant to Article L. 225-235 of the French 320 General information Commercial Code on the report of the Chairman of the Board of Directors of CIC 70 Statutory Auditors’ special report on regulated agreements and third-party commitments 322 additional inForMation 324 Documents available to the public 6 324 Financial communication 72 FINANCIAL INFORMATION 325 Person responsible for the registration document 325 Statutory auditors 74 Consolidated financial statements 326 Cross-reference table 218 Statutory Auditors’ report on the consolidated financial statements 3 329 Glossary 219 Company financial statements 258 Statutory Auditors’ report on the annual financial statements 4 contents 5 CIC PRofilE KEy Consolidated figures Capital in € millions 2016 2015 2014 net banking income 4,985 4,782 4,410 operating income after provisions 1,729 1,570 1,293 net income attributable to owners 1,352 1,111 1,116 of the company Cost/income ratio(1) 61.6% 62.8% 66.0% 4,953,615 customers*, including: overheads as a percentage of net banking income. individuals 10.6% 269,316 14,117 4,029,786 12.5% 10.3% 253,976 11.7% 13,133 11.5% 245,679 9.3% 12,266 A leading bank both in France and around the world, the CIC associations group promotes a universal 101,493 banking model that combines businesses covering all areas 692,160 self-employed of finance and insurance, 2014 2015 2016 2014 2015 2016 2014 2015 2016 2014 2015 2016 financial solidity and professionals TOTAL ASSETS SHAREHOLDERS’ EQUITY RETURN ON EQUITY(1) SOLVENCY RATIO (incl. non-controlling interests) COMMON EQUITY a long-term growth strategy. TIER 1 - BASEL 3 Through its commitment 130,176 corporates to the economy, society and 166,063 259,757 138,772 37,876 the environment and with a 258,666 36,575 157,166 245,505 129,958 34,737 strong corporate governance 146,739 employees** 121,889 system, CIC acts as a 19,991 responsible bank. branches in France Its operations are organized 1,982 into five businesses: - retail banking 2014 2015 2016 2014 2015 2016 2014 2015 2016 2014 2015 2016 foreign branches LENDING CUSTOMER SAVINGS MANAGED AND LIFE INSURANCE(3) - financing activities, 4 (2) TO CUSTOMERS DEPOSITS HELD IN CUSTODY - capital markets activities, - private banking, (1) Net income attributable to the company as a percentage of opening equity less dividends paid. - private equity. 34 foreign representation offices (2) Managed savings (life insurance, employee savings plans and UCITS) and customers’ securities in custody. (3) Month-end outstandings. 18 foreign private banking offices source: consolidated financial statements. Figures as of December 31, 2016. * Banking network. ** Full-time equivalent. 6 PRoFILe AnD KeY FIGURes 7 SIMPLIFIED ORGANIZATION CHART Simplified organIzation Chart The percentages indicate the portion of the entity controlled by CIC as defined under Article L.233-3 of the French Commercial Code (Code de Commerce). Crédit Mutuel also holds shares in companies not controlled by CIC (i.e. in which ownership is less than 50%). They are therefore controlled by the Crédit Mutuel group in accordance with the terms of the same article of the French Commercial Code. CiC comprises: • CIC (Crédit Industriel et Commercial), the holding company and head of the bank network, which also acts as the regional CIC bank for the Greater Paris region and through which investment, financing and capital markets activities are carried out; • five regional banks, each of which serves a clearly defined region; BANKING • specialist entities and service companies serving the whole group. NETWORK 100% 100% 100% 100% 100% CIC CIC CIC CIC CIC Lyonnaise Nord Ouest Ouest Sud Ouest Est de Banque Crédit Mutuel associated companies by business: Private 100% 100% 100% SPECIALIZED BUSINESSES Insurance shared service companies banking CM-CIC Asset Management: 76.5% Groupe des Assurances Euro Information: 87.5% CM-CIC Bail: 0.8% du Crédit Mutuel: 79.5% CM-CIC lease: 45.9% Banque Banque CIC Banque CM-CIC Factor: 4.5% Transatlantique Suisse de Luxembourg PRIvATE EQUITY 100% CM-CIC Investissement SPECIALIZED BUSINESSES 23.5% 99.9% 99.2% CM-CIC Asset CM-CIC épargne CM-CIC Management Salariale Bail 54.1% 95.5% 100% CM-CIC CM-CIC CM-CIC Lease Factor Aidexport INSURANCE 20.5% Groupe des Assurances du Crédit Mutuel SHARED 12.5% no capital no capital SERvICE COMPANIES Euro GIE CM-CIC GIE CM-CIC Information Titres Services 8 sImPLIFIeD oRGAnIzAtIon chARt 9 Presentation of CIC 12 reView of operations 12 Retail banking 19 Financing activities 22 Capital markets 25 Private banking 28 Private equity 29 reGional and international direCtory 1 32 History of CiC 33 Capital 36 Market for tHe coMpany's sHares 36 Shares 37 Share performance 37 Dividends and dividend policy 39 Statutory Auditors’ report on tHe interest payable on non-Voting loan stoCk 10 11 PRESENTATION BusInEss lInEs Retail banking(1) Retail banking markets Retail banking continued to grow in 2016. With net banking income Personal banking customers 2016 of €3.5 billion, operating expenses of €2.272 billion and net provision allocations/reversals for loan losses of €164 million, retail banking New customers The personal banking customers segment currently has posted pre-tax income of €1.204 billion.