Registration Document and Annual Financial Report
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2012 Registration document and annual financial report This registration document was filed with the Autorité des Marchés Financiers (AMF) on April 19, 2013, pursuant to Article 212-13 of the AMF’s General Regulations. It may be used in support of a financial transaction if it is accompanied by a memorandum approved by the AMF. This document was prepared by the issuer and is binding on its signatories. Chairman’s statement | 3 Chairman’s statement In 2012 CIC continued to pursue its commercial dynamic, with the specific aim of financing the real economy in line with businesses’ needs and supporting its customers’ projects. 2012 saw a further increase in customer numbers, to nearly 4.6 million, and growth in loans, deposits, insurance, remote banking, telephony and video surveillance. CIC demonstrated its vitality in serving economic activity: retail banking loan outstandings to finance plant and equipment increased by 5%. Thanks to the motivation of its 21,000 employees, CIC was able to provide solid support for its customers’ projects, whether private individuals, associations, self-employed professionals, or corporates. CIC’s parent company, Crédit Mutuel, further strengthened its fundamental business and its financial situation in particular, with equity attributable to owners of the company reaching €37.4 billion (an increase of 12%) and a Core Tier 1 solvency ratio of 14.5% (up by 130 basis points), which is unmatched in France and makes it one of the leading European banks. Its development model received recognition. The magazine Global Finance named it France’s best – and safest – bank. It was ranked in top position among French banks by the Posternak-Ifop image tracking index, and the Argus de l’Assurance-OpinionWay brand image survey also placed it in the first tier of its general ranking. Supported by a powerful, European-scale group, with proven capacity for innovation, effective tools and the determination to keep ahead technologically in all areas – particularly electronic payment systems, telephony and security – CIC has the resources with which to meet the challenges of the coming years while combining growth, efficiency and control of risks. For this it can count on the motivation, training, professionalism and responsiveness of its employees, who stay close to their customers and are constantly attentive to their needs. Maintaining its strategy, CIC will continue to expand and diversify its commercial offering to meet people’s needs. As banker to one in three businesses in France, it will strive more than ever to serve their job-creating growth and regional development. Michel Lucas Chairman and chief executive officer Contents 5 PRESENTATION OF CIC 6 CIC profile 7 Key consolidated figures 8 Simplified organization chart 10 Review of operations 27 Regional and international directory 30 History of CIC 31 Capital 34 Market for the company’s stock 37 Statutory Auditors’ report on interest payable on non-voting loan stock 38 CORPORATE GOVERNANCE 39 Board of directors 49 Compensation of corporate officers 50 Variable compensation of professionals forming part of the “regulated population” 51 Report of the chairman of the board of directors to the annual general meeting of stockholders of May 23, 2013 on the preparation and organization of the board’s work and on internal control procedures 62 Statutory Auditors’ report pursuant to Article L.225-235 of the French Commercial Code on the report of the chairman of the board of directors of CIC 62 Statutory Auditors’ report on regulated agreements and third party commitments 66 FINANCIAL INFORMATION 67 Consolidated financial statements 154 Statutory Auditors’ report on the consolidated financial statements 155 Company financial statements 194 Statutory Auditors’ report on the company financial statements 195 SOCIAL AND ENVIRONMENTAL RESPONSIBILITY 196 General information 200 Indicators 213 Cross-reference table for information required by Article 225 of the Grenelle II Act on employment, environmental and social matters 215 Independent verifier’s presentation certification and limited assurance report on employment, environmental and social information 217 LEGAL INFORMATION 218 Stockholders 227 Statutory Auditors’ report on the share and securities issues and on the capital increase reserved for employees (pursuant to resolutions 11, 13, 14, 15 and 17) 228 General information 230 ADDITIONAL INFORMATION 231 Documents on display 231 Financial communication 232 Person responsible for the registration document 232 Statutory auditors 233 Cross-reference table PRESENTATION OF CIC 6 CIC PROFILE 7 KEY CONSOLIDATED FIGURES 8 SIMPLIFIED ORGANIZATION CHART 10 REVIEW OF OPERATIONS 10 retail banking 17 Financing activities 20 Capital markets activities 23 private banking 26 private equity 27 REGIONAL AND INTERNATIONAL DIRECTORY 30 HISTORY OF CIC 31 CAPITAL 34 MARKET FOR THE COMPANY’S STOCK 34 stock 35 stock performance 35 dividends and dividend policy 37 STATUTORY AUDITORS’ REPORT ON INTEREST PAYABLE ON NON-VOTING LOAN STOCK 6 | PRESENTATION OF CIC CIC Profile CIC, the holding company and network bank serving the Greater Paris region, comprises five regional banks and specialist entities covering all areas of finance and insurance both in France and abroad. 4,569,510 customers, including: 3,778,772 individuals 72,200 associations 602,323 self-employed professionals 116,215 corporates 20,446 employees* 2,074 branches in France 3 foreign branches, 34 foreign representation offices and 29 foreign private banking offices Figures as of December 31, 2012. * Full-time equivalent. 6 | PRESENTATION OF CIC Key Consolidated FigUres | 7 Key consolidated fi gures 2012 2011 2010 Net banking income 4,260 4,166 4,637 Operating income after provisions 960 807 1,370 Net income attributable to the company 698 555 1,115 Cost/income ratio(1) 69% 67% 61% (1) Overheads as a percentage of net banking income. 242,036 10,468 13.2% 12.1% 235,732 233,283 9,879 9,507 10.8% 10.8% 7.8% 6% 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 TOTAL ASSETS EQUITY RETURN ON EQUITY(1) TIER 1 SOLVENCY RATIO (incl. minority interests) (see p. 84-86) 132,303 132,890 108,162 230,426 30,814 29,937 127,462 220,162 29,982 100,207 208,322 91,326 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 LOANS AND ADVANCES CUSTOMER SAVINGS MANAGED LIFE INSURANCE(3) TO CUSTOMERS DEPOSITS AND HELD IN CUSTODY(2) (1) Net income attributable to the company as a percentage of opening equity less dividends paid. (2) Managed savings (life insurance, employee savings plans and UCITS) and customers’ securities in custody. (3) Month-end outstandings. Source: consolidated fi nancial statements. 8 | PRESENTATION OF CIC Simplified organization chart The percentages indicate the portion of the entity controlled by CIC as defined under Article L.233-3 of the French Commercial Code (Code de Commerce). The companies not controlled by CIC, i.e. where ownership is less than 50%, are jointly owned by Crédit Mutuel, as detailed opposite. They are therefore controlled by the Crédit Mutuel-CIC group in accordance with the terms of the same article of the French Commercial Code. CIC RETAIL BANKING 100% 100% 100% 100% 100% NETWORK CIC CIC CIC CIC CIC Lyonnaise Nord Ouest Ouest Sud Ouest Est de Banque PRIVATE 100% 62.7% 100% 100% 100% BANKING(1) CIC CIC Banque Dubly Banque CIC Banque Private Banking- Transatlantique Douilhet Suisse de Luxembourg Banque Pasche PRIVATE 100% EQUITY CM-CIC Capital Finance SPECIALIZED 23.5% 100% 99.9% 100% 99.2% BUSINESSES CM-CIC Asset CM-CIC CM-CIC Epargne CM-CIC CM-CIC Management Gestion Salariale Securities Bail 54.1% 95.5% 100% CM-CIC CM-CIC CM-CIC Lease Factor Aidexport INSURANCE 20.5% Groupe des Assurances du Crédit Mutuel SHARED 12.5% No capital No capital SERVICES COMPANIES Euro GIE CM-CIC GIE CM-CIC Information Titres Services (1) Private banking activities are also conducted by CIC’s Singapore branch (in situ and via CIC Investor Services Limited in Hong Kong). 8 | PRESENTATION OF CIC simpliFied organization Chart | 9 CIC comprises: • CIC (Crédit Industriel et Commercial), the holding company and head of the bank network, which also acts as the regional bank for the Greater Paris region and through which investment, financing and capital markets activities are carried out; • five regional banks, each of which serves a clearly defined region; • specialist entities and service companies serving the whole group. Crédit Mutuel stockholdings by business: speCialized BUsinesses CM-CIC Asset Management: 76.5% CM-CIC Bail: 0.8% CM-CIC Lease: 45.9% CM-CIC Factor: 4.5% insUranCe Groupe des Assurances du Crédit Mutuel: 79.5% shared serViCe Companies Euro Information: 87.5% 10 | PRESENTATION OF CIC Review of operations Retail banking* With net banking income of €3,083 million, operating expenses of €2,245 million, and a cost of risk of €201 million, retail banking posted operating income of €637 million. Retail banking: key fi gures 2012 2011 Change (€ millions) Net banking income 3,083 3,240 -4.8% General operating expenses (2,245) (2,166) +3.6% Operating income before provisions 838 1,074 -22% Cost of risk (201) (157) +28% Income before tax 743 1,001 -25.8% Net income attributable to the company 518 685 -24.4% Source: consolidated fi nancial statements. Retail banking, the group’s core business, continued to grow in 2012. The number of customers of the banking network increased by 109,437 or 2.5%. The network’s total commitments increased by 1.5%, with investment loans to corporates and self-employed professionals up by 10% and 8.9% respectively (including fi nance leases). Customers’ savings ended the year up by 5.5%, with savings accounts up by 16.3%. Life insurance outstandings increased by 0.4%; multi-mode life insurance outstandings increased by 4.1%.