Annual Report 2000
Total Page:16
File Type:pdf, Size:1020Kb
ANNUAL REPORT 2000 BANCA CARIGE GROUP 1 DIRECTORS, STATUTORY AUDITORS, MANAGEMENT AND AUDIT FIRM BOARD OF BOARD OF GENERAL MANAGEMENT AUDIT DIRECTORS STATUTORY AUDITORS MANAGEMENT FIRM CHAIRMAN CHAIRMAN GENERAL Net KPMG SpA MANAGER Fausto Cuocolo * Fulvio Rosina Giovanni Berneschi Luciano Casapietra DEPUTY CHAIRMAN AUDITORS DEPUTY GENERAL Commercial planning MANAGER and innovative channel Giorgio Giorgetti * Giacomo Catalfamo Renzo Oldrati Luigi Gardelli Angelo Costigliolo MANAGING DIRECTOR DEPUTY GENERAL Loans Department Giovanni Berneschi* MANAGER Achille Tori DIRECTORS DEPUTY AUDITORS Alfredo Sanguinetto Finance and Funding Mario Venturino Adalberto Alberici * Maurizio Civardi Piergiorgio Alberti Angelo Lucio Viotti Information- Piero Guido Alpa Communication Jean-Jacques Bonnaud Technology Giorgio Buglioni * Giorgio Seronello Giovanni Battista Canevello Ferdinando Menconi Public Relations Giovanni Merella * Emilio Pietro Molinari Dominique Monneron Romeo Panizzi (1) Vincenzo Roppo Resources Giorgio Savinelli ** Carlo Arzani Alessandro Scajola * Oliviero Tarolli Giuliano Valle * Support Giovanni Poggio * Member of Executive Committe ** Senior Director Directors were appointed for the years 1998-2000 by the shareholders’ meeting on 26/4/98. Jean-Jacques Bonnaud was appointed by the shareholders’ meeting on 28/10/99, Giovanni Berneschi was appointed by the shareholders’ meeting on 21/12/99 and their terms of office will end at the shareholders’meeting of adoption of the bilance sheet for 2000. Dominique Monneron was appointed (ex art. 2386 civil code) by the shareholders’meeting on 23/5/2000 and his term of office will end at the shareholders’ meeting of 27/4/2001. The Board of Statutory Auditors was appointed by the shareholders’ meeting on 29/4/99 for the years 1999-2000- 2001. (1) Pietro Isnardi was appointed (ex art. 2386 civil code) by the shareholders’ meeting on 29/1/2001 and his term of office will end at the shareholders’meeting of 27/4/2001. 2 POWERS OF THE ADMINISTRATIVE BODIES AND THEIR DELEGATED AUTHORITY As required by directive no. 97001574 of CONSOB dated 20th February 1997 there are shown below the powers and delegated authority belonging to the Directors and Management. Chairman of the Board of Directors According to article 24 of the By-laws the Chairman of the Board of Directors is the legal representative of the Bank vis-à-vis third parties and in court proceedings. He presides at shareholders' meetings, convenes and presides at meetings of the Board of Directors of which he is an ex officio member. In a case of compelling urgency not admitting of delay, the Chairman may, on a proposal of the Managing Director or General Manager, himself take decisions falling within the competence of the Board of Directors or the Executive Committee where it is impossible for their members to meet. Decisions so made are to be brought to the notice of the relevant body at its next meeting. Executive Committee Article 25 of the By-laws provides for the appointment of the Executive Committee by the members of the Board of Directors which is to fix the number of members, their term of office and their functions. The Executive Committee is made up by the Chairman and vice Chairman and the Managing Director, if appointed, who are ex officio members, and between three and five other members. The five members of the executive committee now in office were re-appointed on 12st June 2000 and will hold office until the Shareholders’ meeting of adoption of the balance sheet for the year 2000. The Board of Directors in conformity with article 21 of the By-laws has delegated to the Executive Committee within defined limits its powers in regard to: a) the grant, renewal, increase, reduction, confirmation, cancellation and suspension of advances and facilities and general credit operations of every description in all branches as well as the treasury and tax-collection payment functions; b) general decision making powers in matters relating to expenditure; c) power to determine a range of matters including the management of human resources, management of the treasury and of the Bank's investment portfolio, the use of derivatives and foreign exchange operations as well as in matters of day-to-day management not involving strategic issues. Managing Director - General Manager In accordance with article 27 of the By-laws, a Managing Director or General Manager is appointed by the Board of Directors. The former, if appointed, will also perform the duties of General Manager. Either will exercise those powers belonging to him within the scope of the By-laws and the powers granted to him by the Board of Directors. The General Manager is the head of the Bank's executive staff. The Managing Director in office was appointed on 21st February 2000, he performs the duties of General Manager and has the following decision-making powers delegated to him: a) with respect to the grant, renewal, increase, reduction, confirmation, cancellation and suspension of advances and facilities and general credit operations of every description in all branches as well as treasury and tax-collection, and payment functions; b) generally with respect to matters relating to expenditure; c) in regard to a range of matters including treasury and collection, and payment functions, the management of the Bank's financial policy, the management of human resources, as well as matters of day-to-day management not involving strategic issues; d) with the Chairman's consent, he has the right to represent the Bank at general meetings of subsidiary and associated companies and to cast the Bank's votes as he may think fit. 3 BANCA CARIGE SPA BALANCE SHEET AT 31st December 2000 CONTENTS BANCA CARIGE Banca Carige ownership structure at 31/12/2000 8 OWNERSHIP STRUCTURE AT 31/12/2000 FINANCIAL HIGHLIGHTS Financial highlights 10 NOTICE OF MEETING Notice of meeting 11 BOARD OF DIRECTORS’ An overview of the year 13 REPORT Strategy 15 Borrowing and lending activities 18 Services, marketing and customer protection 36 Public relations and the promotion of cultural, scientific and social activities 38 Resource management 39 The year 2000 and the euro 41 Investments 41 Share ownership structure and the relation with the Cassa di Risparmio di Genova e Imperia Foundation 43 Carige shares 43 Income statement, net income, capital & reserves 45 Risk profiles 50 Credit risk assessment 51 Significant events after 31st December 2000 52 FINANCIAL STATEMENTS Balance sheet 55 Assets 55 Liabilities and Stockholders’ Equity 56 Income statement 57 Financial statements comparison with 1999 58 Financial statements in euro 62 Explanatory notes 66 Introduction 66 Part A – Accounting principles 71 Part B – Balance sheet 77 Part C – Income statement 131 Part D –Other information PROPOSED RESOLUTION Adoption of annual report and allocation of net profit 149 REPORT OF THE BOARD Report of Statutory Auditors 150 OF STATUTORY AUDITORS REPORT OF THE Report of the Independent Auditors 154 INDEPENDENT AUDITORS 4 BANCA CARIGE SPA BALANCE SHEET AT 31st December 2000 ATTACHMENTS Statement of changes in stockholders’ equity 158 Statement of cash flow 160 Statement in accordance with art.7, c.2 of Law 218/90 (abstract) 161 Form of total tax credits attributable to shareholders, related to dividend pay out (art.105 c.1/A and c.1/B Decree 17/86) 162 Properties (excluding leased fixed assets) 163 Leased fixed assets revalued in accordance with Law 413/91 169 Convertible bonds 170 List of non significant investments 172 Information on subsidiaries and other significant company interests 174 Information on open pension fund “Fondo Pensione Aperto Carige” 176 Proforma balance sheet 177 Proforma income statement 179 List of exchange rates used in converting currency into Lire 180 5 BANCA CARIGE SPA BALANCE SHEET AT 31st December 2000 CONTENTS CONSOLIDATED Consolidated financial highlights 182 FINANCIAL HIGHLIGHTS BASIS OF Basis of consolidation 183 CONSOLIDATION CONSOLIDATED Introduction 185 BOARD OF DIRECTORS’ Intermediation activities 186 REPORT Personnel and operating structure 196 Income statement 198 Changes in net equity 201 Subsidiaries and other equity investments 202 The year 2000 and the euro 205 Significant events after 31st December 2000 205 CONSOLIDATED Consolidated Balance sheet 207 FINANCIAL STATEMENTS Assets 207 Liabilities and Stockholders’Equity 208 Consolidated Income statement 209 Consolidated financial statements in euro 210 Consolidated Explanatory notes 213 Introduction 213 Part A – Accounting principles 217 Part B – Consolidated Balance sheet 220 Part C – Consolidated Income statement 264 Part D – Other information 273 REPORT OF THE BOARD Report of the Board of Statutory Auditors 274 OF STATUTORY AUDITORS REPORT OF THE Report of the Independent Auditors 277 INDEPENDENT AUDITORS 6 BALANCE SHEET 2000 BANCA CARIGE Cassa di Risparmio di Genova e Imperia BANCA CARIGE SpA - Cassa di Risparmio di Genova e Imperia Head Office in Genoa, Via Cassa di Risparmio, 15 7 BANCA CARIGE OWNERSHIP STRUCTURE AT 31/12/2000 Fondazione Cassa di Caisse Nationale des La Basilese Other Westdeutsche Caisse des Dépots et Risparmio di Genova Caisse d’Epargne et Insurance Shareholders e Imperia de Prévoyance Group LandesBank AG Consignations (CDC) (CNCEP) (WestLB) 58.71% 5.70% 5.09% 4.96% 3.80% 21.74% Banca Carige SpA Banking Insurance Trustee Instrumental Financial activities activities activities activities activities 47.50% 95.90% 51.00% 92.81% 87.01% 66.28% 100.00% 99.98% 90.00% 20.24% Cassa di Banca del Carige Vita Levante Centro Galeazzo Columbus Immobiliare Eptaconsors Frankfurter Risparmio Monte di Nuova SpA Norditalia Fiduciario Srl (2) Carige Ettore SpA Bankgesellschaft di Savona Lucca SpA Assic. e Riass. SpA Immobilare Vernazza AG (1) SpA SpA SpA SpA (3) 20.00% 100.00% 100.00% BANCA CARIGE GROUP Ligure Immobiliare Carisa Srl Leasing SpA (1) Bankenunion AG adopted a new name according to the Extraordinary Shareholders’ meeting resolution of 29/6/2000 taking effect on 28/7/2000. (2) Galeazzo Srl has a holding of 0.02% in Columbus Carige Immobiliare SpA.