2018 Report and Financial Statements
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2018 REPORT AND FINANCIAL STATEMENTS 2018 Report and Financial Statements CONTENTS LETTER FROM THE CHIEF EXECUTIVE OFFICER 02 CORPORATE OFFICES AT 13 FEBRUARY 2019 06 NOTICE OF CALL 07 2018 REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS Board of Directors’ Report on Group Operations 11 Consolidated financial statements as at 31 December 2018 37 Notes to the Consolidated Financial Statements 43 Auditing Company Report 105 2018 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT Methodological Note 113 Nexi identity and key activities 119 Group relations system and identification of issues relevant to the Nexi business 127 The Corporate Governance model 133 Internal Control System, compliance and risk management 137 Responsible business management in Nexi 145 Human Capital 151 Customers 165 Supply chain 181 Environment 185 Annex 189 - Reconciliation statement between material topics and aspects of the GRI standards 190 - GRI Content Indexx 191 Auditing Company Report 195 2018 PARENT COMPANY REPORT AND FINANCIAL STATEMENTS Board of Directors’ Report on Operations 203 Financial Statements as at 31 December 2018 209 Notes to the Financial Statements 215 Board of Statutory Auditors Report 237 Auditing Company Report 247 Resolutions of the Shareholders Meeting of 12 March 2019 253 Corporate offices at 12 March 2019 257 Shareholders’ list at 12 March 2019 261 01 Letter from the Chief Executive Officer LETTER FROM THE CHIEF EXECUTIVE OFFICER Dear Shareholders, ads of online payment technology and its usage in the physical world. 2018 was a year of extensive transformation for Nexi, characterised by significant confirmations and mile- In the Cards & Digital Payments area we are suppor- stones. We strengthened and reaffirmed our posi- ting our Partner Banks by our launch of new interna- tioning as the PayTech provider for Banks, through tional consumer and business debit products that are a systematic and ongoing approach based on three able to contribute to the evolution of the basic bank major pillars: an innovative offer with which to drive offer, in addition to innovations developed to support market growth, together with the Banks; investments ATMs. Moreover, thanks to our agreements with glo- in technology enabling us to bring more cutting edge bal OTT players, we were the first to place a complete products to the market and modernise the payment mobile payment offer on the Italian market, simpli- infrastructure; strengthening and enhancing the spe- fying the process for final customers who are now cialist skills of our human capital. able to make mobile payments on any device. Italy has one of the highest mobile penetration rates in the We launched numerous new products on the market, world and this is why we are certain that over the long covering all the main business segments, from new term, mobile transactions will be the determining acceptance systems, data analytics solutions, mobile factor in the accelerated cultural conversion toward payments, a new range of cards up to the new open digital payments. To this end, we also expanded the banking platform. In addition to innovation, we have digital functionalities available through credit cards, also invested together with our Partner Banks to sti- increasing the value thereof for customers through mulate the usage of digital payments in the market, apps and web services that allow final customers to by final customers, merchants and the entire Public personalise card features based on their own profile Administration. and use. The new digital functionalities mark a mo- mentous change from static plastic cards to dynamic In the Merchant Services & Solutions area, 2018 was digital cards. We have developed a very structured a year of renewal of the range of solutions available engagement programme, based on the specific re- to merchants with an important goal: to support quirements of our Partner Banks, to support custo- Italian commercial activities to modernise and di- mers in getting to know and adopt the functionalities gitalise their everyday business. Nexi was the first and encourage use of the cards. company to introduce SmartPOS® to the market; these are used alongside the traditional range of In the area of Digital Banking Solutions, 2018 marked a POSs but represent a digital technological leap, as major break in terms of the renewal of the major por- they transform the POS into a service centre for the tion of the range offered to Partner Banks. In particu- merchants. This is further amplified with an App Sto- lar, we developed solutions on the Instant Payments re able to host a wide range of digital solutions that platform for the management of instant transfers: simplify point of sale operations. Moreover, the Nexi this is a significant change for fund transfers betwe- Business app, which is available to all merchants, is en private individuals and companies, which adds an important reminder of our ability to support mer- speed to traditional wire transfers while providing chants in developing their business: indeed, through immediate confirmation. Again in the basic banking this solution even smaller size merchants are able to services area, we continued the development of ad- access business analytics information, run compari- vanced ATMs and self-banking, to allow Partner Banks sons within their own product category and obtain to add new 24/24 functionalities for their customers: much more information which until now was solely from cash and cheque deposits, to bill payments and available to large retailers. In addition to acceptance recharges. Finally, we launched the new Digital Cor- in physical stores, our e-commerce activities conti- porate Banking services to allow corporations to ac- nued with extensive distribution of the Xpay solu- cess new systems that are advanced in terms of fun- tion. A new business frontier opened in this area as ctionality as well as user experience. It is precisely in well, consisting of invisible payments at the crossro- this latter area that Nexi brought a very deep-seated 02 Letter from the Chief Executive Officer innovation to the market, rolling out its own digital skil- Moreover, in 2018 we continued to pursue our com- ls to the maximum possible extent and applying a user mitment to invest in technology, innovation, new skills friendly logic to even highly complex services, such as development and to provide support within our partner- corporate banking services. ships with the Banks, with over Euro 150 million invested (or 16% of the Group’s Net Operating Revenues). In addition, as Nexi we were chosen by the banking sy- We furthermore improved the quality of our infra- stem via the CBI Consortium to develop the CBI Globe structures, bringing system stability to levels of excellen- platform system. This system will allow Italian Banks to ce and also accelerated our offer of innovative products comply with Psd2 obligations and offer competitive, co- and services, which enabled us to create a cutting edge operative Open Banking services to Banks and Third Par- range of solutions and services. ties. A new chapter of innovation and potential growth begins for the Italian market through this project, with We continued to invest in a highly competent and pro- Nexi participating not only as a tech partner, but also as a fessional team. In fact, Nexi’s human resource capital was business partner developing value added services. enriched further with the addition of new IT, Digital, Big Data & Advanced Analytics skills and an intensive drive to In our PayTech provider role, we committed deeply to update already existing skills was initiated. promote digital payments in 2018. We undertook nu- merous promotion initiatives, aimed at significantly 2018 was also a milestone year in terms of Nexi’s corpo- transforming consumer and retail merchant behaviours rate focus on digital payments in its role as a PayTech and habits, such as a loyalty programme that rewards cu- provider to Banks. As a matter of fact, various opera- stomers for using their card more and a promotion for tions were carried out to further expand the business no charge acceptance of payments under Euro 10 by all scale, including the acquisition of a business unit that merchants. managers services for Banca Carige merchants, as a continuation of the operations pursued with Mon- We also worked on promoting digital payments through te dei Paschi and Deutsche Bank, and the acquisition the Public Administration: in particular, Nexi concluded of the start-up Sparkling 18 to strengthen digital skills an AgID Agreement which enables us to become Pay- applicable to merchant services. The merger by in- ment Service Providers, Technological Intermediaries corporation of Bassilichi SpA and Consorzio Triveneto and Technological Partners to the Public Administration. SpA into Nexi Payments was also initiated. The banking Moreover, as Nexi, we worked on increasing the distri- operations were split off in July. Nexi is now the holding bution of POSs in public sector offices to make it simpler company of a Group comprising exclusively electronic to accept card payments from citizens paying for servi- money institutions and payment institutions focusing ces, while also acting as a stimulus for cultural change. on digital payments. 2018 was a good year also in terms of economic results, with Net Operating Revenues of Euro 931 million and Normalised EBITDA of Euro 424 million, both reflecting Nexi’s current scope of operations. With these results, Chief Executive Officer we posted major organic growth over the last three ye- Paolo Bertoluzzo ars, during which Net Operating Revenues and Norma- lised EBITDA increased at a compound annual growth rate (CAGR) of 7.8% and 15.5%, respectively. The new Business Plan for 2019-2023 was drafted and ap- proved in the final months of the year. It is based on your vision that each payment will become a digital payment and that technology and innovation will be the drivers and key elements of this transformation.