Close Together
Total Page:16
File Type:pdf, Size:1020Kb
2016 Integrated Consolidated Financial Statements CLOSE TO REALITY. TOGETHER BEYOND NUMBERS. Graphic design by Mercurio GP Srl Unipol Gruppo Finanziario Annual Integrated Report and Consolidated Financial Statements 2016 CLOSE TO REALITY. TOGETHER BEYOND NUMBERS. To provide a description of the financial information and representation of the environmental, social and governance performances in a single, complete way is the aim of this first Integrated Report of the Unipol Group. A report which, in continuity with the decisions about social and environmental responsibility also made in the past, tells of a firm commitment that goes beyond the results for the year. Close to reality, together beyond numbers. This is how we aim to reiterate our commitment. For Unipol, for us, a geographical network, presence and proximity are decisive factors founded on in-depth awareness of the real world. In 2016 the Group launched its new three-year Business Plan and, to use an artistic metaphor, laid out its new vision, “designing” its new objectives and sketching out a path to be followed with four very precise key drivers: simplicity, speed, innovation and proactivity. Being increasingly closer to the situations, increasingly connected to the world around us, means knowing how to deeply understand the essence of reality and its needs. The pages that follow offer a first outline of this design which, combining rationality, pragmatism, creativity and inventiveness, has seen the various Group Companies working together to create value for all their stakeholders and for the community. UU Company bodies HONORARY CHAIRMAN Enea Mazzoli BOARD OF DIRECTORS CHAIRMAN Pierluigi Stefanini Maria Antonietta VICE CHAIRMAN Pasquariello CHIEF EXECUTIVE OFFICER GENERAL MANAGER Carlo Cimbri GROUP CEO DIRECTORS Gianmaria Balducci Pier Luigi Morara Francesco Berardini Antonietta Mundo Silvia Elisabetta Candini Milo Pacchioni Paolo Cattabiani Sandro Alfredo Pierri Ernesto Dalle Rive Annamaria Trovò Patrizia De Luise Adriano Turrini Anna Maria Ferraboli Rossana Zambelli Daniele Ferrè Carlo Zini Giuseppina Gualtieri Mario Zucchelli Claudio Levorato SECRETARY OF THE BOARD Roberto Giay OF DIRECTORS BOARD OF STATUTORY CHAIRMAN Mario Civetta AUDITORS STATUTORY AUDITORS Silvia Bocci Roberto Chiusoli ALTERNATE AUDITORS Massimo Gatto Chiara Ragazzi MANAGER IN CHARGE OF Maurizio Castellina FINANCIAL REPORTING INDEPENDENT AUDITORS PricewaterhouseCoopers SpA Board of Directors and Board of Statutory Auditors appointed by the Shareholders' Meeting on 28 April 2016 Unipol Group | Integrated Report 2016 | 5 Contents Letter from the Chairman 8 Other information 93 Transactions with related parties 93 Solvency II solvency position 93 Letter from the Chief Executive Officer 9 Report on corporate governance and ownership structures pursuant to Art. 123-bis of Legislative Decree 58 of 24 February 1998. 94 Annual Integrated Report preparation criteria and Ethics Report 94 methods 10 Business outlook 95 Glossary 96 1.Annual Integrated Report 15 Group highlights 16 2. Consolidated Financial Statements at 31 December 2016 99 The Unipol Group 18 Significant events during the year 18 Tables of Consolidated Financial Statements 99 Events after the reporting period 19 Statement of Financial Position 100 Unipol Group Vision, Mission and Values 20 Income Statement 102 The creation of value 22 Comprehensive Income Statement 103 22 Statement of Changes in Shareholders’ equity 104 Activities and sectors 34 Statement of Cash Flows (indirect method) 105 Identity profile 36 Risks and opportunities 41 Macroeconomic background and market performance 41 3. Notes to the Financial Statements 107 Group response to macro trends 46 1. Basis of presentation 109 Pillars of the strategy 50 2. Main accounting standards 114 Governance 52 3. Notes to the Statement of Financial Position 141 Corporate Governance 52 4. Notes to the Income Statements 157 Internal Control and Risk Management System 54 5. Other Information 163 Capital requirements 59 5.1 Hedge Accounting 163 Remuneration system and incentives 60 5.2 Information relating to the actual or potential effects of netting agreements 163 Business ModeL 62 5.3 Earnings (loss) per share 165 Unipol Group Performance 65 5.4 Dividends 165 Details of technical insurance items 221 5.5 Non-current assets or assets of a disposal group held for sale 165 Investment income and charges 222 5.6 Transactions with related parties 165 Details of insurance business expenses 224 5.7 Fair value measurements – IFRS 13 169 Details of the consolidated comprehensive income statement 224 5.8 Share-based compensation plans 172 Details of reclassified financial assets and their effects on the income statement and comprehensive income statement 226 5.9 Non-recurring significant transactions and events 172 Assets and liabilities at fair value on a recurring and non-recurring 5.10 Atypical and/or unusual positions or transactions 172 basis: breakdown by fair value level 228 5.11 Criteria to determine the recoverable amount of goodwill Details of changes in level 3 financial assets and liabilities at fair with an indefinite useful life (impairment test) 173 value on a recurring basis 229 5.12 Notes on Non-life business 177 5.13 Notes on Life business 180 5.14 Risk Report 2016 of the Unipol Group 181 5. Summary of fees for the year services provided by the Independent Auditors 233 4. Tables appended to the Notes to the Financial Statements 201 6. Disclosure as Parent of the Unipol Banking Group 237 Consolidation scope 202 Consolidation scope 204 Consolidation scope: interests in entities with material non- 7. Statement on the Consolidated Financial Statements in controlling interests 208 accordance with art. 81-Ter of Consob regulation Details of unconsolidated investments 208 11971/1999 257 Statement of financial position by business segment 212 Income statement by business segment 214 8. Independent Auditors’ Report 261 Details of property, plant and equipment and intangible assets 216 Details of financial assets 216 Details of assets and liabilities relating to insurance contracts where the investment risk is borne by policyholders and arising from pension fund management 218 Details of technical provisions – reinsurers’ share 218 Details of technical provisions 219 Details of financial liabilities 220 Letter from the Chairman After 23 years of corporate reporting, the Group’s first Integrated Report represents a new phase for us in our commitment to transparently and comprehensively telling our story. The work done this year by all areas of the company together was oriented towards identifying and making explicit the elements that characterise us, and on which we believe it is important that our stakeholders evaluate us. Our efforts to stay concise and the need to be comprehensible led us to reduce certain elements for the benefit of others, but we have done this while remaining convinced of the importance of modifying language and content in the relationship between the company and the market, to support a new financial culture oriented towards supporting medium/long-term approaches. Indeed, we are increasing our focus on the non-financial impacts of the business, not only due to the growing commitment of institutions within regulatory processes - from the Non-Financial Reporting Directive, to the commitments undertaken by the 175 signatory countries of the COP21 to fight climate change, to the objectives promoted by the Agenda 2030 to generate sustainable development on our planet - but also due to the widespread awareness that companies should be evaluated not only based on the economic value that they generate directly, but also for the numerous externalities they produce and the contribution they make to managing emerging issues. The seventeenth goal of the Sustainable Development Goals is a clear indication of the methods of interaction between the public and the private, which must characterise the sustainable development model towards which we are striving. To follow this path, an evolution of the corporate culture is fundamental in organisations as complex as ours. This is why we have integrated the concept of sustainability within our Business Plan to present an Integrated Plan for the first time, and we have developed a Code of Ethics training module which we have included in courses for everyone responsible for resources, to make leadership styles more uniform so that everyone understands the significance of everyday work. We are working to develop integrated thinking in order to improve our capacity to cultivate our financial, productive, social, human, intellectual and natural capital. Pierluigi Stefanini 8 | Integrated Report 2016 | Unipol Group Letter from the Chief Executive Officer This year, for the very first time, the Unipol Group is presenting an Integrated Report, in which we provide an account of our financial and non-financial performance while highlighting the Group’s capacity to create value for all of its stakeholders, by properly leveraging all types of capital. This decision results from an increased awareness of the need to adopt a transversal approach capable of connecting objectives, activities and capital while understanding the entire spectrum of the external and internal impacts of our decision-making processes. This is why the 2016-18 Plan, presented in the spring, already includes sustainability actions and sets quantitative targets for expected outcomes. This is an initial application of the models of “integrated thought” which help us to maximise