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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY HALF YEARLY REPORT 2004 This document has been translated from that issued in Italy from the Italian into the English language solely for the convenience of international readers. BANCA CARIGE GROUP 1 DIRECTORS, STATUTORY AUDITORS, MANAGEMENT AND AUDIT FIRM BOARD OF BOARD OF GENERAL MANAGEMENT STAFF DIRECTORS STATUTORY MANAGEMENT STRUCTURES AUDITORS Commercial CHAIRMAN CHAIRMAN GENERAL Luigi Gardelli Public MANAGER Relations Giovanni Berneschi * Antonio Semeria District of Liguria E. P. Molinari Alfredo Sanguinetto Armando Remuzzi DEPUTY CHAIRMAN AUDITORS Internal Auditing and risk management DEPUTY GENERAL Other Districts Armando Botto Alessandro Scajola* Massimo Scotton MANAGER Mario Cavanna Andrea Traverso (Resources) Planning & DIRECTORS Finance Research and DEPUTY AUDITORS Carlo Arzani Giacomo Burro Management Adalberto Alberici * Control Piergiorgio Alberti ** Adriano Lunardi DEPUTY GENERAL Loans Department Ennio La Monica Andrea Baldini* MANAGER Riccio Da Passano Giorgio Binda (Administration) Jean-Jacques Bonnaud Credit collection AUDIT Luca Bonsignore Giovanni Poggio and litigation FIRM Mario Capelli * Giuseppe Punta Remo Angelo Checconi DEPUTY GENERAL Deloitte & Maurizio Fazzari MANAGER Information- Touche SpA Pietro Isnardi (Commercial) Communication Ferdinando Menconi Technology Paolo Cesare Odone * Achille Tori Giorgio Seronello Vincenzo Roppo Enrico Maria Scerni* Organisation Francesco Taranto Benedetto Frixione Oliviero Tarolli Human Resources Sergio Donegà Accounting & Services Mario Venturino Accounting * Member of Executive Committe Mario De Negri ** Senior Director General & Legal Support Giacomo Ottonello Technical and Bursary Lorenzo La Terra The Board of Directors was appointed by the Ordinary Shareholders Meeting of 31st March 2003 for the business years 2003, 2004 and 2005. The Executive Committee was appointed by the Board of Directors on 14th April 2003 and will hold office until 31st October 2004. The present organisational structure of the Bank was approved by the Board of Directors on 14th January 2000 and subsequently modified by the General Manager in accordance with his delegated powers as from 9th December 2003. The Board of Statutory Auditors was appointed by the Ordinary Shareholders’ General Meeting of 29th April 2004 for the years 2002, 2003 and 2004. The Board members appointed were Mr Fulvio Rosina (Chairman), Mr Antonio Semeria and Mr Andrea Traverso. Following the resignation of Mr Rosina on 21st June 2004 as Chairman and Member of the Board and pursuant to relevant legislation and the By-Laws of the Bank, the position of Chairman is assigned to Mr Semeria, whilst Mr Massimo Scotton joins the Board as a full member. The external auditors were appointed by the Ordinary Shareholders Meeting of 31st March 2003 for the business years 2003, 2004 and 2005. 2 POWERS OF THE ADMINISTRATIVE BODIES AND THEIR DELEGATED AUTHORITY As required by directive no. 97001574 of CONSOB dated 20th February 1997 shown below are 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 himself may, on a proposal of the Managing Director or General Manager, 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. The Chairman has no specific delegated powers but has the authority to: a) represent Banca Carige at the shareholders’ meetings of the Group or associated companies and indicate where necessary the guidelines to be followed by the Bank’s representatives on the boards of the same companies; b) attribute the right of proposal regarding relations between the companies of the Group, of which the Bank is parent company; c) confer management or proposal powers on matters concerning human resources and the optimisation thereof. 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 of the Chairman and vice Chairman, who are ex officio members, and between three and five other members. The five members of the executive committee now in office were appointed on 14th April 2003 and will hold office until 31st October 2004. 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, the management of equity investments including decisions relating to the exercise (or not) of pre-emption or option rights on shares or shareholdings in subsidiaries as well as in matters of day-to-day management not involving strategic issues, decisions relating to the entering into litigation affecting the Bank, without limits as to the costs estimated or undetermined, decisions regarding the opening, closing, transfer or reorganisation of the Bank’s branches consistent with the Bank’s branch policy document deliberated by the Board of Directors. 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 staff and is responsible for the management and coordination of human resources. The Managing Director in office was appointed on 14th April 2003 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 andgeneral credit operations of every description in all branches as well as treasury and tax-collection, and payment functions; he can also give guidelines on the above to the banking subsidiaries of the Banca Carige Group as foreseen by current legislation; b) generally with respect to matters relating to expenditure; c) in regard to a range of matters relating to the finances of the Bank, and payment functions; d) with the Chairman’s consent, he has the right to represent the Bank at general meetings of subsidiary and associated companies and to decide the Bank’s policy as he may think fit; e) matters of day-to-day management not involving strategic issues; f) represent the Bank in litigation in full respect of the powers assigned to the Chairman of the Board of Directors or, in his absence, the Deputy Chairman; g) confer proxy and powers of signature to documents relating to all aspects of the Bank’s ordinary activities. 3 h) BANCA CARIGE SPA BALANCE SHEET AT 30st JUNE 2004 CONTENTS BANCA CARIGE Banca Carige ownership structure at 30/6/2004 7 OWNERSHIP STRUCTURE AT 30/6/2004 FINANCIAL HIGHLIGHTS Financial highlights 9 BOARD OF DIRECTORS’ The first six months of the year in Italy and abroad 11 REPORT Strategy 12 Financial intermediation activities 14 Services, marketing and customer protection 33 Public relations and the promotion of cultural, scientific and social 36 activities Distribution channels and resource management 37 The adoption of International Financial Reporting Standards (IFRS) 40 Investments 42 Share ownership structure and relations with the 44 Cassa di Risparmio di Genova e Imperia Foundation Carige shares 45 Income statement and net income 46 Shareholders’ equity 51 Risk management 55 Corporate governance 59 Significant events after 30th June and prospect for the third and fourth 59 quarters FINANCIAL STATEMENTS Balance sheet 62 AT 30/6/2004 Assets 62 Liabilities and Stockholders’ Equity 63 Income statement 64 Explanatory notes 65 Introduction 65 Part A – Accounting principles 67 Part B – Balance sheet 72 Part C – Income statement 140 REPORT OF THE Report of the Independent Auditors 152 INDEPENDENT AUDITORS 4 BANCA CARIGE GROUP BALANCE SHEET AT 30th JUNE 2004 CONTENTS CONSOLIDATED Consolidated financial highlights 156 FINANCIAL HIGHLIGHTS BASIS OF Basis of consolidation 157 CONSOLIDATION CONSOLIDATED The first six months in Italy and abroad 159 BOARD OF DIRECTORS’ Headline events for the Banca Carige Group in the first half of the 160 REPORT year Intermediation activities 162 Group personnel and operating structure 175 Income statement 177 Shareholders’ equity 179 The Group companies and equity investments 182 Significant events after 30th June 2003 190 CONSOLIDATED FINANCIAL