2005 Annual Report
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2005 Annual Report Profile NATEXIS BANQUES POPULAIRES IS A MAJOR PLAYER Natexis Banques Populaires, the Banque Populaire Group’s listed entity, is a financing, investment banking and services bank and is currently developing a unique offering in receivables management. ith more than 12,900 employees and a network of 155 offices, including 117 abroad, Natexis W Banques Populaires builds long-term domestic and international partnerships with its clientele of large and medium-sized companies, financial institutions and the Banque Populaire network. Drawing on its expertise in a wide range of complemen- tary areas, Natexis Banques Populaires provides not only traditional banking services but also high value-added technology-based services. In order to meet its clients’ needs and ensure the highest quality standards, the bank offers specialist services in each of its businesses. A prominent player in financing activities, Natexis Banques Populaires maintains relationships with virtually all major French companies.Through its subsidiary Coface, it is one of the world’s leading providers of credit insurance and credit management services. At the same time, Natexis Banques Populaires is ranked among the leaders in private equity and financial engineering, and is one of the foremost brokerage firms. It also ranks among the top providers of high-tech ser- vices. Finally, it is a well-known and highly respected player in the bancassurance and asset management segments and the leading employee savings plan manager in France. NATEXIS BANQUES POPULAIRES 01 Table of contents P.01 > Profile P.04 > Chairman’s message P.05 > Chief Executive Officer’s message P.06 > Key figures 2005 01 P.08 > Natexis Banques Populaires and its shareholders P. 08 > NATEXIS BANQUES POPULAIRES SHARE PERFORMANCE P. 10 > KEY SHARE DATA P. 11 > VALUE CREATED FOR SHAREHOLDERS P. 12 > SHAREHOLDER RELATIONS P. 13 > PARTICIPATING IN THE ANNUAL GENERAL MEETING 02 P.14 > Corporate Governance P.14 > EXECUTIVE MANAGEMENT COMMITTEE P.14 > BOARD OF DIRECTORS P.15 > CORPORATE GOVERNANCE RULES 03 P.30 > Cross-functional theme P.30 > STRONGER STRATEGIC MANAGEMENT TOOLS P.34 > INTERNATIONAL NETWORK P.36 > SIMPLIFIED FINANCIAL ORGANIZATION CHART 04 P.38 > Businesses P.38 > CORPORATE AND INSTITUTIONAL BANKING AND MARKETS P.42 > PRIVATE EQUITY AND WEALTH MANAGEMENT P.45 > SERVICES P.49 > RECEIVABLES MANAGEMENT 05 P.52 > Human resources P.52 > ACCOMPANYING THE BANK’S STRATEGIC DEVELOPMENT 06 P.56 > Sustainable development P.56 > NATEXIS BANQUES POPULAIRES DEEPENS ITS COMMITMENT P.63 > NRE APPENDICES 07 P.69 > 2005 financial information P.69 > MANAGEMENT REPORT P.69 > Changes in scope of consolidation P.69 > Review of operations and results P.70 > Income statement analysis P.81 > Risk Management P.92 > Financial structure and regulatory ratios P.93 > Refinancing P.94 > Subsequent events P.95 > Information on Natexis Banques Populaires parent company and proposed distribution of net income P.96 > RECENT DEVELOPMENTS P.98 > FINANCIAL INFORMATION P.102 > Consolidated financial statements to December 31, 2005 P.202 > Auditors’ report on the consolidated financial statements P.204 > Parent company financial statements to December 31, 2005 P.243 > Auditors’ report on the parent company financial statements P.245 > Auditors’ report on related-party agreements 08 P.246 > Chairman’s report on internal control P.246 > Corporate governance P.246 > Internal control P.256 > Statutory auditor’s report on the Chairman’s report 09 P.257 > Legal information P.257 > General meetings of shareholders P.257 > Report of the Board of Directors on the resolutions to be put to the vote at the annual general meeting P.258 > Resolutions to be put to the vote at the Annual General Meeting of May 18, 2006 10 P.262 > Additional information P.262 > General information about Natexis Banques Populaires P.264 > General information about the capital stock P.268 > Ownership of capital stock and voting rights P.269 > Market in Natexis Banques Populaires shares P.270 > Dividends P.271 > Other information about Natexis Banques Populaires P.272 > Persons responsible for the annual report and information P.272 > Documents available to the public P.274 > Cross-reference table P.276 > Contacts NATEXIS BANQUES POPULAIRES 03 Editorial PHILIPPE DUPONT, CHAIRMAN OF THE BANQUE POPULAIRE GROUP atexis Banques Populaires performed very well in 2005, posting net income attributable to equity holders of the parent up 43% over the Nprevious year. These record profits were right in line with management’s projections and market expectations, against a backdrop of fierce competition in banking and the financial markets. In this context, Natexis Banques Populaires was an active par- ticipant in the Banque Populaire Group’s success, and its net banking income represented 37% of that of the Group. This performance validates the bank’s strategic choices and rewards the efforts of employees of the Group's financing, investment banking and services bank, expressed through their strategic plan. With sound fundamentals, Natexis Banques Populaires is gaining momentum and positioning itself as a unique and “Natexis Banques Populaires is innovative market participant. gaining momentum and positioning Natexis Banques Populaires is a vital force in the banking itself as a unique and innovative industry. It both designs solutions in the vanguard of the operator in its market.” industry for its various client groups – large and medium- sized companies, financial institutions and the Banque Populaire network – and creates industry models. The bank’s ambitious growth strategy is grounded in its pro- fit-generating strengths. Now more than ever these strengths are being called upon to provide long-term secu- rity and ensure the bank’s ability to expand in an evolving banking sector. By adhering to its fundamental values, the bank is able to achieve ambitious and regular growth for its clients, employees and shareholders. Philippe Dupont Chairman Interview FRANÇOIS LADAM, CHIEF EXECUTIVE OFFICER OF NATEXIS BANQUES POPULAIRES What is your reaction to the earnings the bank posted in 2005? Natexis Banques Populaires and its subsidiaries reported a 14% increase in net banking income. At the same time, the “A high-quality customer base, cost of risk declined and expenses were kept under control, a strong business culture, lifting net income attributable to equity holders of the a transparent structure and clear parent to B695 million. corporate governance.” All of the bank’s employees contributed to these results, as did significant investments undertaken with a long-term perspective in mind. In 2005, all four core businesses – Corporate and Institutional Banking and Markets, Private Equity and Wealth Management, Services and Receivables I am convinced that our membership in the Banque Management contributed to this healthy performance. Each Populaire Group, the strengthening of our strategic manage- core business benefited from the right conditions for har- ment tools and the skills and commitment of our 13,000 monious growth, profitability and security. employees will lead us to success. What is Natexis Banques Populaires’ expansion based on? Natexis Banques Populaires has a high-quality clientele, a strong business culture, a transparent structure and clear cor- porate governance. To take full advantage of its strengths and achieve the ambi- tious targets of its strategic plan, our bank intends to: François Ladam Chief Executive Officer - build stronger relationships with corporate and institutio- nal clients, thanks to better coordination of the various busi- ness teams and an enhanced range of products and services; - foster growth in insurance, asset management, leasing and factoring activities by federating the sales and marketing efforts of the Banque Populaire regional banks with those of the respective business line teams; - strengthen investment in high-potential activities, with par- ticularly impressive performance in structured finance and private equity; - accelerate international growth by strengthening European subsidiaries, developing Coface's international operations and expanding Natexis Algérie’s network; - further improve the effectiveness of the core businesses and reinforce the main support functions, efforts that are already tangible through the revised IT governance system and the Compliance department that has been created within the General Secretariat. All of these initiatives are aimed at ensuring robust, profita- ble and secure growth. NATEXIS BANQUES POPULAIRES 05 Key figures 2005 “Solid growth in all business lines. Sharp increase in net income” AS OF DECEMBER 31, 2005 155 offices, including 117 outside France 12,973 employees AA- Aa3 Standard & Moody’s Poor’s LONG-TERM RATINGS as of January 31, 2006 3,0911,034 695 2,707 843 488 5 4 5 4 5 4 0 0 0 0 0 0 0 0 0 0 0 0 2 2 2 2 2 2 NET BANKING INCOME GROSS OPERATING NET INCOME in millions of euros INCOME ATTRIBUTABLE TO in millions of euros EQUITY HOLDERS OF THE PARENT in millions of euros NET BANKING INCOME BY CORE BUSINESS in millions of euros 2004 2005 Corporate and Institutional Banking and Markets 1,159 1,259 Private Equity and Wealth Management 188 264 Services 611 724 Receivables Management 683 781 Net banking income of core businesses 2,641 3,029 Other net banking income 67 62 TOTAL 2,707 3,091 in billions of euros 01/01/05 12/31/05 Total assets 140 168.3 Regulatory capital* 6.7 8.6 International capital adequacy ratio 12.3% 11.9% Tier one ratio 8.3% 8.3% * On an extended