Bank of Valletta P.L.C. Valletta of Bank 2013
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Annual Report & Financial Statements ReportAnnual & Financial Bank of Valletta p.l.c. Annual Report & Financial Statements 2013 2013 Bank of Valletta p.l.c. Annual Report Cover 2013.indd 1 17/10/2013 15:31 contents Board of Directors ii Chairman’s Statement iv Chief Executive Officer’s Review vi Chief Officers’ Strategic Priorities xiv Corporate Social Responsibility xvi financial statements Directors’ Report 1 Capital & Risk Management Report 5 Corporate Governance Statement of Compliance 27 Auditors’ Report on Corporate Governance 35 BOARD OF DIRECTORS Remuneration Report 36 Independent Auditors’ Report to the members of John Cassar White (Chairman) Bank of Valletta p.l.c. 39 Joseph Borg Statements of Profit or Loss 41 Roberto Cassata Statements of Comprehensive Income 42 Ann Fenech Statements of Financial Position 43 George Portanier Statements of Changes in Equity 44 Taddeo Scerri Paul Testaferrata Moroni Viani Statements of Cash Flows 46 George Wells Notes to the Financial Statements 47 Franco Xuereb The Group’s Five Year Summary 100 Group Financial Highlights in US Dollars 103 COMPANY SECRETARY Catherine Formosa EXECUTIVE COMMITTEE Charles Borg (Chief Executive Officer) Michael Borg Costanzi Joseph M Camilleri Bank of Valletta p.l.c. Romeo Cutajar Victor Denaro Head Office: BOV Centre Kenneth Farrugia Cannon Road Michael Galea Sta Venera, SVR 9030 Elvia George Malta Mario Mallia Peter Perotti Tel: (+356) 2275 3000 Anthony Scicluna Fax: (+356) 2275 3711 Website: http://www.bov.com Kenneth B Micallef (Secretary) E-mail: [email protected] AUDITORS Bank of Valletta p.l.c. Registered Office: Deloitte Audit Limited 58, Zachary Street Deloitte LLP (United Kingdom) Valletta VLT 1130, Malta Registration Number C 2833 LEGAL COUNSEL Bank of Valletta p.l.c. is a public limited company licensed Michael Borg Costanzi to conduct Investment Services business by the Malta Financial Services Authority. Louis de Gabriele Camilleri Preziosi Advocates Bank of Valletta p.l.c. is authorised to act as a trustee by the Malta Financial Services Authority. NOTICE OF MEETING Bank of Valletta p.l.c. is an enrolled tied insurance The Annual General Meeting of the Bank will intermediary of MSV Life p.l.c. (MSV). MSV is authorised be held at the Grand Master Suite, Hilton and regulated by the Malta Financial Services Authority to Malta, St Julians, on Thursday 19 December carry on long term business investment under the Insurance 2013 at 16.30 hours. Business Act 1998. ii Bank of Valletta p.l.c. Annual Report and Financial Statements 2013 board of directors & secretary JOSEPH BORG C RM NED * Appointed to the Board in December 1998. Mr Borg currently chairs the Board’s Risk Management Committee and is also a member of the Compliance Committee. For a number of years, he chaired the Board’s Audit Committee and was a member of the Remuneration Committee. Mr Borg is the managing director of FXB Group of Companies. He served on the Council and the Gozo Committee of the Malta Federation of Industries and is presently the vice- president of the Gozo Business Chamber. He has also been a director of the Oasi JOHN CASSAR WHITE Foundation since its inception. CHAIRMAN R&N NED * John Cassar White appointed Chairman of Bank of Valletta Group in April 2013. He also chairs the boards of MSV Life p.l.c., Valletta Fund Management Limited and Valletta Fund Services Limited, and is a member on the board of Middlesea Insurance p.l.c. He spent most of his professional career with Bank of Valletta from where he retired in 2008 after having occupied different senior executive positions over a career spanning thirty six years. He also served as director of a number of state-owned companies as well as private investment companies. Up to March 2013, he was a lecturer at the Institute of Business and Commerce of MCAST. ROBERTO CASSATA NED * Appointed to the Board in September 2003. Dr Cassata is an auditor and accountant by profession and also studied Economics at the Palermo State University. Throughout his career Dr Cassata held various senior positions within the UniCredit Group where he is presently Head of Public Sector Sicilia of UniCredit S.p.A. Dr Cassata has also worked with PricewaterhouseCoopers where he was, amongst others, responsible for the Sicilian Operational Department. A Member of the Audit Committee C Member of the Compliance Committee R&N Member of the Remuneration and Nominations Committee RM Member of the Risk Management Committee NED Non-executive Director * Independent iii Bank of Valletta p.l.c. Annual Report and Financial Statements 2013 ANN GEORGE TADDEO FENECH PORTANIER SCERRI NED * C R&N NED * A R&N NED * Appointed to the Board in December Appointed to the Board in May 1992. Appointed to the Board in April 2013. 2012. Dr Fenech is a Managing Partner Mr Portanier currently chairs the Board’s Mr Scerri currently chairs the Board’s at Fenech & Fenech Advocates. Before Compliance Committee and is also Audit Committee and is a member of the joining the law firm, Dr Fenech worked a member of the Remuneration and Board’s Remuneration and Nominations with law firms in London and in New Nominations Committee. He was a Committee and a member of the Bank’s Orleans. She deals exclusively with member of the Executive Committee and Asset and Liability Committee (ALCO). ship related issues, having experience of the Risk Management and Compliance He is a qualified accountant and is in disputes ranging from shipbuilding Committee, for a number of years. Mr the managing partner of RSM Malta. contracts to collisions, salvage operations Portanier was formerly a director of He is the financial expert on the local and towage. Dr Fenech lectures Portanier Brothers Limited and served as UEFA Clubs Licensing Board and is extensively on the subject in Malta and a member of the Local Manufacturers’ also a member of the Malta Football abroad. She is the President of the Malta Committee of the Federation of Industries Association’s Finance Committee. Maritime Law Association and a member and of the Council of the Federation of of the Yachting Section at the Malta Industries. Chamber of Commerce and numerous other maritime associations. In June 2012 she was awarded Best in Shipping Law at the European Women in Business Law Awards held in London. PAUL TESTAFERRATA GEORGE FRANCO MORONI VIANI WELLS XUEREB A C RM NED * A RM NED * C RM NED Appointed to the Board in December Appointed to the Board in December 2005. Appointed to the Board in December 2012. 2007. Mr Testaferrata Moroni Viani is a Mr Wells is a Chartered Management Mr Xuereb is currently a member of the member of the Bank’s Audit Committee, Accountant and currently a member of Board’s Risk Management Committee and Risk Management Committee and the Board’s Audit Committee and the a member of the Compliance Committee. Compliance Committee. He was a Risk Management Committee. He was Mr Xuereb is chairman of the BOV member of the Remuneration Committee also a member of the Bank’s Asset and Employees’ Foundation and has worked for a number of years. He is a director of Liability Committee (ALCO) for a number at BOV since 1983. He graduated with companies forming part of the Mercury of years. Mr Wells served as deputy honours in Business Management from p.l.c. Group and also sits on the boards chairman and a council member of the the University of Malta in 1988 and has of various other companies, including Malta Stock Exchange. He was formerly held various posts within the BOV Group GO p.l.c., Middlesea Insurance p.l.c. and also a director on various companies including general manager and director of Vltava Fund SICAV p.l.c. in the UK and executive director of BOV Stockbrokers Limited. He is currently Stainless Steel Products Limited, executive head of the Bank’s Investment subsidiary company of Jacuzzi Brands Operations Department. Mr Xuereb served Inc. Group of Companies of the USA. as a BOV Board member in 2005 and 2008. Between 2005 and 2010 he also sat on the board of directors of Growth Investments Limited. He has participated in various courses both locally and abroad and has, on numerous occasions, been invited as guest speaker at various seminars and conferences. CATHERINE FORMOSA GROUP COMPANY SECRETARY Appointed BOV Group Company Secretary in October 2009. Dr Formosa is also the company secretary of MSV Life p.l.c. (MSV) and secretary to BOV’s, MSV’s and VFM’s Board Committees. Dr Formosa read law at the University of Malta and joined the Bank in June 2000 where she headed the Legal Advice Section at the Bank’s Legal Office. Before joining the Bank, Dr Formosa worked at the Tax and Legal Department of PricewaterhouseCoopers. She is also a visiting lecturer at the Faculty of Laws at the University of Malta. iv Bank of Valletta p.l.c. Annual Report and Financial Statements 2013 BACKGROUND The financial year of Bank of Valletta (BOV) Group which ended on 30 September 2013 was, as expected, characterised by sluggish economic activity and increasing regulatory pressures on the global scene as well as a period of uncertainty in anticipation of the local general elections held earlier this year. Chairman’s Statement In the aftermath of the eurozone sovereign debt crisis the European Union (EU) economy was forecast to slowly JOHN CASSAR WHITE return to stability. Banks and other institutions continued with deleveraging their balance sheets and governments persisted with their efforts to consolidate public finances. Growth in credit remained muted despite the accommodative stance of the European Central Bank’s (ECB) monetary policy and the persisting low interest rate scenario.