Annual Report 2008
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Annual Financial Report as of 31 December 2008 Board of Directors 12 March 2009 The Annual Financial Report has been translated from the one issued in Italy, from the Italian into the English language solely for the convenience of international readers. Banca Generali S.p.A. Authorised share capital 116,878,836.00 euros, underwritten and paid-up share capital 111,313,176.00 euros Registered offices at Trieste, Via Machiavelli 4 - Italy Trieste Register of Companies, Tax Code and VAT No. 00833240328 Member of the Interbank Deposit Protection Fund Bank Register No. 5358 Parent Company of the Banca Generali banking group registered in the Banking Group Register Company managed and coordinated by Assicurazioni Generali S.p.A. Company Boards CHAIRMAN Perissinotto Giovanni CHIEF EXECUTIVE OFFICER Girelli Giorgio Angelo DIRECTORS Baessato Paolo Borrini Amerigo Buscarini Fabio De Vido Andrea Lentati Attilio Leonardo Minucci Aldo Noto Alfio Riello Ettore BOARD OF STATUTORY Alessio Vernì Giuseppe (Chairman) AUDITORS D’Agnolo Paolo Venchiarutti Angelo Cerchiai Cristiano (Alternate Auditor) Giammattei Corrado (Alternate Auditor) GENERAL MANAGER Motta Piermario Contents Group Economic and Financial Highlights 1. Report on Operations 3 Part 1 Summary of 2008 Operations 1. Macroeconomic Context 2. Major Corporate Events 3. Net Inflows, Assets Under Management, and Market Positioning in Distribution Through Financial Advisor Networks 4. Indirect Inflows 5. Performance of the Main Financial and Equity Aggregates 6. Performance of Main Profit and Loss Aggregates 7. Transactions with Related Parties 8. Comments on the Parent Company’s Operations 9. Performance of Subsidiary Companies 10. Purchase of Treasury Shares and Parent Company Shares 11. Products and Marketing 12. Human Resources 13. Organisation and ICT 14. Auditing 15. Main Risks and Uncertainties 16. Outlook 17. Proposal for the Distribution of Profits Part 2 Annual Report on the Corporate Governance System and Compliance with the Corporate 62 Governance Code of Listed Companies 2. Consolidated Financial Statements as of 31 December 2008 105 Accounting Statements Notes and Comments Annexes 3. Financial Statements of Banca Generali S.p.A. 220 Financial Statements Notes and Comments Annexes 4. Attestation Pursuant to Article 154-bis of Legislative Decree 58/98, 328 Paragraph 5 1 Group Economic and Financial Highlights Consolidated figures 31/12/2008 31/12/2007 Var. % (€ million) Net interest 61.2 43.1 41.9 Net commissions 112.4 148.4 -24.3 Dividends and net profit from trading -7.8 -9.4 -17.3 Net banking income 165.8 182.1 -9.0 Staff expenses -55.0 -53.6 2.7 Other general and administrative expense -77.5 -67.5 14.9 Amortisation and depreciation -5.3 -6.4 -17.0 Other operating income 8.8 7.6 15.4 Net operating expense -129.1 -119.9 7.7 Operating profit 36.6 62.3 -41.1 Provisions -13.4 -20.5 -34.7 Adjustments -9.1 -0.6 1.535.8 Profit before taxation 14.1 41.3 -65.8 Net profit 7.9 15.3 -48.1 Cost / income ratio 74.7% 62.3% 19.9 EBITDA 42.0 68.7 -38.9 ROE 4.25% 7.96% -46.7 EPS - Earnings per Share (euro) 0.072 0.139 -48.2 Net Inflows 31/12/2008* 31/12/2007 Change % (€ million) (Assoreti data) * excluding Simgenia Mutual Funds and SICAVs 281 256 10% Asset management -1,584 -412 285% Insurance / Pension funds 1,347 230 487% Securities / Current accounts 642 1,487 -57% Total 686 1,561 -56% Assets Under Management & Custody (AUM/C) 31/12/2008 31/12/2007 Change % (€ billion) (Assoreti data) Mutual Funds and SICAVs 5.6 8.1 -30.8 Asset management 2.7 4.5 -40.7 Insurance / Pension funds 5.1 4.4 16.2 Securities / Current accounts 6.8 7.5 -9.0 Total 20.2 24.5 -17.5 Net Equity 31/12/2008 31/12/2007 Change % (€ million) Net equity 188.9 208.0 -9.2 Total capital for regulatory purposes 175.0 178.1 -1.8 Excess capital 59.7 64.6 -7.6 Solvency margin 12.14% 12. 55% -3.3 2 Report on Operations as of 31 December 2008 Board of Directors 12 March 2009 Banca Generali S.p.A. Authorised share capital 116,878,836.00 euros, underwritten and paid-up share capital 111,313,176.00 euros Registered offices at Trieste, Via Machiavelli 4 - Italy Trieste Register of Companies, Tax Code and VAT No. 00833240328 Member of the Interbank Deposit Protection Fund Bank Register No. 5358 Parent Company of the Banca Generali banking group registered in the Banking Group Register Company managed and coordinated by Assicurazioni Generali S.p.A. 3 Consolidated Report on Operations 2008 Summary of 2008 Operations The Banca Generali Group closed 2008 with net profit of 7.9 million euros — down 48.1% compared to 2007 — and equity of 188.9 million euros. The decline in net profit reflects the negative performance of the financial markets throughout 2008, with a peak in the last four months of the year, which also witnessed the defaults of several important international lenders and financial institutions, in many cases accompanied by bail-outs of these companies by their home governments. As a consequence, net banking income decreased by 16.4 million euros compared to 31 December 2007 (- 9%), falling from 182.1 million euros in 2007 to 165.8 million euros in 2008, primarily due to the decline in net commissions (-36.1 million euros or -24.3%), only partially offset by the increase in net interest income (+18.1 million euros, or +41.9%). During the fourth quarter, due to the amendment of accounting standard IAS 39, certain securities held in the HFT and AFS portfolios and measured at fair value, amounting to 921.6 million euros, were reclassified to portfolios measured at amortised cost (HTM and Loans). This reclassification had an impact of 34.3 million euros on the profit and loss account and 4.5 million euros on net equity due to the ensuing decrease in write- downs at 31 December 2008. General and administrative expense totalled 132.5 million euros at 31 December 2008, up 9.5% compared to 2007. Staff expenses went from 53.6 million euros in 2007 to 55 million euros in 2008. Net provisions amounted to 13.4 million euros, a 34.7% decrease compared to financial year 2007, mainly attributable to lower provisions in connection with the development of the distribution network. The total value of the assets managed by the Group for its customers amounted to 20.2 billion euros at 31 December 2008, which is the figure used for communications to Assoreti. In addition, at 31 December 2008, assets under administration and custody of the Assicurazioni Generali Group companies totalled approximately 8.0 billion euros, assets under management from captive clients amounted to 1.9 billion euros and 0.7 billion euros were held in mutual funds and discretionary accounts (GPF, GPM) distributed directly by management companies or parties outside the banking group, for an overall total of 30.8 billion euros. According to Assoreti data, the Banca Generali Group is one of the market leaders in the distribution of financial products through its network of financial advisors, in terms of both assets under management (20.2 billion euros) and net inflows (approximately 0.7 billion euros in 2008). Financial year 2008 was also characterised by the acquisition of Banca del Gottardo Italia S.p.A. by the subsidiary Banca BSI Italia S.p.A. and the resolution authorising the sale of 85% of the investment in Simgenia SIM, passed in December 2008, the authorisation procedure for which is underway. As regards the first item, the acquisition of Banca del Gottardo Italia by the subsidiary Banca BSI Italia, effective 1 October 2008, represented a further step towards the expansion of the banking group’s private banking operations, which had witnessed the acquisition of Banca BSI Italia in 2006. This deal will allow the banking group to continue its successful pursuit of its mission of establishing itself as a leading bank for high-standing clients by offering a full, customised line of investment solutions and wealth management services, as well as that of ranking among industry leaders in terms of assets under management, expertise and brand awareness. The acquisition of the equity investment in Banca del Gottardo Italia further expanded private banking operations through the addition of 20 professionals (salaried private bankers) and four bank branches located in the regions of Northern Italy, as well as infusing 1.6 billion euros in assets under management (as of the date of efficacy of the deal). As regards the second item, the resolution authorising the disposal of 85% of the share capital of Simgenia SIM S.p.A. to several insurance companies belonging to the Assicurazioni Generali Group in Italy satisfies the need to create greater commercial synergies with the sales network, which, in Simgenia’s case, consists of the financial advisors who serve primarily as agents and/or employees of the Generali Group’s Insurance Companies. 4 The year also witnessed the continuation of activities arising from the enactment of Community Directive 2004/39/EC (Markets in Financial Instruments Directive – MiFID), which has led to significant changes to capital markets and investor protection. In this new legislative context, the banking group, aware of the legislation’s impact in organisational and commercial terms, as well as with the aim of increasing the protection of its clients, promptly implemented a series of measures aimed at a constantly increasing level of tranS.p.A.rency in client relations, involving massive training of the sales network and the bringing online of new computer programmes geared towards profiling clients and conducting evaluations of the appropriateness/suitability of the products distributed, as well as a revamping of the product line and the associated forms in accordance with the cited regulation.