Annual Report 2012 BinckBank N.V. Barbara Strozzilaan 310 1083 HN Amsterdam The Netherlands P.O. Box 75047 1001 NA Amsterdam The Netherlands t +31 20 606 26 66 f +31 20 320 41 76 e [email protected] i www.binck.nl This document is a translation of the Dutch original and is provided as a courtesy only. In the event of any disparity, the Dutch version shall prevail. No rights may be derived from the translated document. Contents BinckBank overview 5 Report of the supervisory board 108 Profile BinckBank 6 Message by the chairman of Key figures 7 the supervisory board 110 Key events in 2012 8 Duties of the supervisory board 111 Chairman’s message 10 Composition of the supervisory board 111 Vision, mission, strategy and objectives 13 Meeting of the supervisory board and Medium-term targets 18 subcommittees in 2012 111 Earnings model and SWOT analysis 20 Summary of the remuneration report 115 BinckBank in a European context 22 Loans granted to members Information for shareholders 23 of the executive board 117 Financial calendar 2013 28 Remuneration of members of the supervisory board and subcommittees in 2012 118 Report of the executive board 30 Consultation with the works council 119 General information 32 Financial statements and dividend 119 Business unit Retail 36 Supervisory board members 120 Professional Services business unit 43 Developments in tax, legislation and regulation 47 Financial statements 123 Subsidiaries, joint ventures and assosiates 51 Human Resources 53 Corporate social responsibility 55 Outlook 2013 60 3 Executive board members 63 Annual Report Risk & capital management 64 Key developments in 2012 66 Overview of risk management at BinckBank 69 Capital structure 75 2012 Capital management 78 Relevant risks and control measures 79 Capital adequacy and results of stress tests for BinckBank 88 Risk management accountability 90 Liquidity management 92 Liquidity profile of BinckBank 94 Liquidity risk management 95 Contingency Funding Plan (CFP) 96 Capital requirement for liquidity risk 96 Statement by the executive board 97 In-control statement 97 Corporate governance 99 Introduction 100 Developments in 2012 100 The Code 102 The Banking Code 106 Article 10 of the Takeover Directive 107 Conclusion 107 AMBITIOUS, ENTERPRISING AND CUSTOMER- ORIENTED. THIS IS WHAT BINCK STANDS FOR. BinckBank Overview Profile BinckBank BinckBank N.V. (hereinafter, ‘BinckBank’), incorporated in 2000, is an online bank for investors. BinckBank’s core business is providing a comprehensive, user-friendly website that allows private investors to invest easily and quickly anywhere in the world at competitive rates. BinckBank is ranked in the top five online brokers in Europe, and has repeatedly received awards as the best online broker in the Netherlands, Belgium and France. BinckBank is listed on NYSE Euronext Amsterdam, and has formed part of the Amsterdam Midkap Index (AMX) since 1 March 2006. At year-end 2012, BinckBank’s market capitalisation stood at € 463 million and the average daily turnover in BinckBank shares in 2012 was 229,041. BinckBank’s ambition is to be the largest online bank for investors in Europe. It is already the market leader in the Netherlands and Belgium, and has a strong position in France. BinckBank Italy officially launched its services in April 2012. The Retail business unit serves private investors under the brands Alex and Binck. Under the Alex brand, we focus on Dutch private investors looking to achieve more with their capital. In addition to an extensive investment website, Alex offers savings, asset management and educational courses for investors. Under the Binck brand, BinckBank focuses on active private independent investors in the Netherlands, Belgium, France and Italy with order execution at competitive rates in combination with extensive facilities, including a professional investment website with real-time streaming prices, news, depth of order book, research, recommendations and tools for technical and other analysis. In addition to serving private investors, BinckBank serves approximately 100 professional parties. The Professional Services business unit serves independent investment managers, banks, insurance companies and pension administrators in the field of Business Process Outsourcing (‘‘BPO’’) and software development in both the Netherlands 6 and Belgium. As a partner, it provides solutions in relation to market investing, fund investing and savings. Professional Services has been the market leader in the Netherlands as a custody bank for investment managers since 2012. It is also the market leader in the Netherlands in BPO and the supply of licenced software to banks. Binck Professional Services 2012 and 100%-owned Syntel joined forces on 23 January 2013 and from now on will serve the market under the brand Able. BinckBank has offices in the Netherlands, Belgium, France and Italy and also has a sales office in Spain. Since 31 December 2012 BinckBank’s associates include Able B.V. (software supplier, 100%-owned), ThinkCapital (issuer of ETFs, 60% holding), BeFrank (collective pension accumulation, 50% holding) and TOM (multilateral trading platform & smart Annual Report order router, 34.2% holding). Key figures x € 1.000 FY12 FY11 FY10 FY09 FY08 Customer figures Customer accounts 647,046 531,465 433,538 373,574 272,826 Brokerage accounts 443,342 418,426 333,702 288,698 212,005 Beleggersgiro accounts 87,640 2,759 1,340 472 - Asset management accounts 22,473 19,007 14,543 10,891 7,548 Savings accounts 93,591 91,273 83,953 73,513 53,273 Number of transactions 8,488,569 9,709,795 8,854,215 9,617,181 7,151,244 Brokerage accounts 7,926,557 9,630,122 8,800,013 9,608,830 7,151,244 Beleggersgiro accounts 562,012 79,673 54,202 8,351 - Assets under administration 22,654,201 13,724,175 14,124,667 10,942,742 6,065,852 Brokerage accounts 14,708,571 12,399,748 12,694,824 9,693,466 5,077,497 Beleggersgiro accounts 6,508,612 115,509 101,612 38,991 - Asset management accounts 1,012,617 689,987 610,034 336,103 127,115 Savings accounts 424,401 518,931 718,197 874,182 861,240 Income statement Net interest income 32,024 38,907 43,587 43,825 40,640 Net fee and commission income 113,663 128,447 126,970 129,240 101,181 Other income 11,980 13,322 13,599 9,661 6,162 Result from financial instruments 47 3,167 620 4,353 1,230 Impairment of financial assets (2) (268) 70 (857) (205) 7 Total income from operating activities 157,712 183,575 184,846 186,222 149,008 Annual Report Employee expenses 50,057 50,861 45,480 43,185 38,443 Depreciation and amortisation 35,231 35,463 34,798 35,939 31,789 Other operating expenses 37,139 43,800 44,223 43,388 37,316 Total operating expenses 122,427 130,124 124,501 122,512 107,548 Result from operating activities 35,285 53,451 60,345 63,710 41,460 2012 Tax (8,325) (13,513) (14,837) (15,083) (8,941) Share in results of associates and joint ventures (3,580) (5,848) (1,363) (1,466) 520 Result after tax (discontinued operations) - - - 106 Net result 23,380 34,090 44,145 47,161 33,145 Result attributable to non-controlling interests 720 120 95 - Net result attributable to shareholders BinckBank 24,100 34,210 44,240 47,161 33,145 IFRS amortisation 28,196 28,196 28,196 28,196 28,196 Fiscal goodwill amortisation 2,737 2,737 2,792 2,792 2,792 Adjusted net earnings 55,033 65,143 75,228 78,149 64,133 Average number of shares outstanding during the year 72,801,291 74,142,108 74,080,265 74,897,706 76,870,870 Adjusted earnings per share (€) 0,76 0,88 1,02 1,04 0,83 Cost / income ratio excluding IFRS amortisation 60% 56% 52% 51% 53% Balance sheet & capital adequacy Balance sheet total 2,997,774 3,351,455 3,216,768 2,930,010 2,578,394 Equity 455,221 469,523 468,913 48 0,359 477,641 Total available capital (Tier I) 160,342 160,695 131,257 95,569 77,295 BIS ratio 31.1% 31.1% 23.9% 18.4% 17.2% Solvency ratio 25.2% 23.1% 15.7% 13.0% 13.6% Cost / income ratio Cost / income ratio 78% 71% 67% 66% 72% Cost / income ratio excluding IFRS amortisation 60% 56% 52% 51% 53% KEY EVENTS 2011 2012 FEBRUARY US options added MARCH • Second phase migration of SNS bank • Revision of investment policy APRIL • New fee structure for Alex • Opening of office in Milan • Binck wins NCCA Award for Best Customer Service MAY • Beta release of Binck360 incl. Portfolio Based Margin • BeFrank receives the PBM Award for 'Best communication by a commercial provider 2012' • First accounts opened for Italian investors AUGUST • Introduction of financial transaction tax in France • Increase of stock-exchange tax in Belgium from 2012 0.22% to 0.25% SEPTEMBER In France Binck receives ‘best value for money’ label for small orders from Le Revenu OCTOBER • New fee structure for Binck • Binck France wins two awards • TOM live with all shares option series in AEX and AMX NOVEMBER • Binck and Alex ranked 1 and 2 respectively as ‘Best Online Broker in the Netherlands’ by IEX Netprofiler • ThinkCapital wins the VEB Investment Fund Award for the Think AEX Tracker • Binck Professional Services and eXimius are concluding an agreement to offer a collective portfolio management service. DECEMBER • NASDAQ OMX is concluding an agreement with TOM to take a shareholding of 25%. • AuM at Alex Asset Management exceeds € 1 billion • Executive board member Nick Bortot leaves BinckBank 2013 2012 FEBRUARY US options added MARCH • Second phase migration of SNS bank • Revision of investment policy APRIL • New fee structure for Alex • Opening of office in Milan • Binck wins NCCA Award for Best Customer Service MAY • Beta release of Binck360 incl.