Registration Document And
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2012 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 1 GROUP PRESENTATION 3 6 INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTS 333 1.1 Group presentation 4 1.2 Key fi gures 4 6.1 BNP Paribas SA fi nancial statements 334 1.3 History 5 Notes to the parent company financial statements 336 1.4 Presentation of activities and business lines 6 6.2 Appropriation of income for the year 1.5 BNP Paribas and its shareholders 15 ended 31 December 2012 367 6.3 BNP Paribas SA fi ve-year fi nancial summary 368 6.4 Subsidiaries and associated companies 2 CORPORATE GOVERNANCE 29 of BNP Paribas SA at 31 December 2012 369 2.1 Board of Directors 30 6.5 Details of equity interests acquired by BNP Paribas SA in 2012 whose value exceeds 5% 2.2 Report of the Chairman of the Board of Directors of the share capital of a French company 372 on the manner of preparation and organisation of the work of the Board and on the internal 6.6 Statutory Auditors’ report on the fi nancial statements 373 control procedures implemented by the company 45 2.3 Statutory Auditors’ report, prepared in A RESPONSIBLE BANK: INFORMATION accordance with article L.225-235 of the French Commercial Code on the report prepared by the 7 ON BNP PARIBAS’ ECONOMIC, Chairman of the Board of Directors of BNP Paribas 73 SOCIAL, CIVIC AND ENVIRONMENTAL 2.4 Executive Committee 74 RESPONSIBILITY 375 7.1 BNP Paribas’ approach as a responsible bank 376 3 2012 REVIEW OF OPERATIONS 75 7.2 Economic responsibility: fi nancing the economy in an ethical manner 380 3.1 BNP Paribas consolidated results 76 7.3 Social responsibility: pursuing a committed 3.2 Core business results 78 and fair human resources policy 389 3.3 Balance sheet 89 7.4 “Civic” responsibility: helping to combat social 3.4 Profi t and loss account 93 exclusion and promoting education and culture 404 3.5 Recent events 97 7.5 Environmental responsibility: 3.6 Outlook 98 combating climate change 414 3.7 Liquidity and fi nancing 100 7.6 Table for cross-referencing the list of social, environmental and community information 3.8 Solvency 100 required under article 225 of the Grenelle II Act 421 7.7 Statement of completeness and limited CONSOLIDATED FINANCIAL assurance report by one of the Statutory A uditors 4 on procedures for the preparation of labour, STATEMENTS PREPARED IN environmental and social information 423 ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION 101 8 GENERAL INFORMATION 425 4.1 Profi t and loss account for the year ended 8.1 Documents on display 426 31 December 2012 104 8.2 Material contracts 426 4.2 Statement of net income and changes 8.3 Dependence on external parties 426 in assets and liabilities recognised directly 8.4 Signifi cant changes 427 in equity 105 8.5 Investments 427 4.3 Balance sheet at 31 December 2012 106 8.6 Founding documents and Articles of association 428 4.4 Cash fl ow statement for the year ended 31 December 2012 107 8.7 Statutory Auditors’ special report on related party agreements and commitments 433 4.5 Statement of changes in shareholders’ equity between 1 Jan. 2011 and 31 Dec. 2012 108 4.6 Notes to the fi nancial statements prepared in 9 STATUTORY AUDITORS 437 accordance with International Financial Reporting Standards as adopted by the European Union 110 9.1 Statutory Auditors 438 4.7 Statutory Auditors’ report on the consolidated fi nancial statements 214 10 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 439 5 RISKS AND CAPITAL ADEQUACY 217 10.1 Person responsible for the Registration document 5.1 Annual risk survey 219 and the annual fi nancial report 440 5.2 Capital management and capital adequacy 227 10.2 Statement by the person responsible for the Registration document 440 5.3 Risk management 237 5.4 Credit risk 245 5.5 Securitisation in the banking book 269 11 TABLE OF CONCORDANCE 441 5.6 Counterparty risk 282 5.7 Market risk 286 5.8 Sovereign risks 300 5.9 Liquidity and refi nancing risk 303 5.10 Operational risk 309 5.11 Compliance and reputation risk 316 5.12 Insurance risks 316 Appendices : 322 Appendix 1: e xposures based on Financial Stability Board recommendations 322 Appendix 2: c apital requirements of significant subsidiaries 326 2012 Registration document and annual fi nancial report Only the French version of the Registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original document was fi led with the AMF (French Securities Regulator) on 8 March 2013, in accordance with article 212-13 of the AMF’s General Regulations. It may be used in support of a fi nancial transaction only if supplemented by a Transaction Note that has received approval from the AMF. This document includes all elements of the annual fi nancial report specifi ed by section I of article L.451-1-2 of the Code Monétaire et Financier and article 222-3 of the AMF’ s General Regulations. A table allowing cross-referencing between the documents specifi ed in article 222-3 of the AMF’ s General Regulations and the corresponding sections of this document is provided on page 441. The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. 2012 Registration document and annual fi nancial report - BNP PARIBAS 1 2 2012 Registration document and annual fi nancial report - BNP PARIBAS 1 GROUP PRESENTATION 1.1 Group presentation 4 1.2 Key fi gures 4 Results 4 Market capitalisation 4 Long term credit ratings 5 1.3 History 5 1.4 Presentation of activities and business lines 6 Retail Banking 6 Investment Solutions 10 Corporate and Investment Banking 12 Corporate Centre 14 1.5 BNP Paribas and its shareholders 15 Share capital 15 Changes in share ownership 15 Listing information 16 Key shareholder data 20 Creating value for shareholders 20 Communication with shareholders 22 Shareholder Liaison Committee 23 Dividend 24 Dividend evolution (euro per share) 24 BNP Paribas registered shares 25 Annual General Meeting 25 Disclosure thresholds 27 2012 Registration document and annual fi nancial report - BNP PARIBAS 3 GROUP PRESENTATION 1 Group presentation 1.1 Group presentation 1 BNP Paribas, Europe’s leading provider of banking and fi nancial services, ■ Other Domestic Markets activities, including Luxembourg Retail has four domestic retail banking markets in Europe, namely in Belgium, Banking (LRB); France, Italy and Luxembourg. ■ International Retail Banking, comprising: It is present in 78 countries and has almost 190,000 employees, including ■ Europe-Mediterranean, over 145,000 in Europe. BNP Paribas holds key positions in its three ■ BancWest; activities: ■ Personal Finance; ■ Retail Banking, which includes: ■ Investment Solutions; ■ a set of Domestic Markets, comprising: ■ Corporate and Investment Banking (CIB). ■ French Retail Banking (FRB), BNP Paribas SA is the parent company of the BNP Paribas Group. ■ BNL banca commerciale (BNL bc), Italian retail banking, ■ Belgian Retail Banking (BRB), 1.2 Key fi gures RESULTS 2008 2009 2010 2011 2012 Revenues (in millions of euros ) 27,376 40,191 43,880 42,384 39,072 Gross operating income (in millions of euros ) 8,976 16,851 17,363 16,268 12,522 Net income Group share (in millions of euros ) 3,021 5,832 7,843 6,050 6,553 Earnings per share (in euros)(*) 2.99 5.20 6.33 4.82 5.16 Return on equity(**) 6.6% 10.8% 12.3% 8.8% 8.9% (*) Restated to account for the capital increase with maintained preferential subscription rights carried out in 2009. (**) Return on equity is calculated by dividing net income Group share (adjusted for interest on undated super-subordinated notes deemed equivalent to preferred shares issued by BNP Paribas SA and treated as a dividend for accounting purposes) by average equity attributable to equity holders at 1 January and 31 December of the period concerned (after distribution and excluding undated super-subordinated notes deemed equivalent to preferred shares issued by BNP Paribas SA). MARKET CAPITALISATION 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 Market capitalisation (in billions of euros ) 67.2 27.6 66.2 57.1 36.7 53.4 Source: Bloomberg. 4 2012 Registration document and annual fi nancial report - BNP PARIBAS GROUP PRESENTATION History 1 LONG TERM CREDIT RATINGS 1 Standard & Poor’s: A+, negative outlook – rating revised on 25 October 2012 Moody’s: A2, stable outlook – rating revised on 21 June 2012 Fitch: A+, stable outlook – rating confi rmed on 10 October 2012 1.3 History 1966: Creation of BNP 1998: Creation of Paribas The merger of BNCI and CNEP to form BNP represented the largest On 12 May 1998, the merger between Compagnie Financière de Paribas, restructuring operation in the French banking sector since the end of Banque Paribas and Compagnie Bancaire was approved. the Second World War. 1999: A momentous year for the Group 1968: Creation of Compagnie Financière de Paris et Following an unprecedented double tender offer and a stock market battle des Pays-Bas waged over six months, BNP was in position to carry out a merger of 1982: Nationalisation of BNP and Compagnie equals with Paribas.