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1
2011 ANNUAL REPORT Individual Financial Statements
2
BANCA ANTONVENETA S.p.A., Sole Partner Bank
Subject to the management and co-ordination of Monte dei Paschi di Siena S.p.A.
Fully paid up share capital EUR 1,006,300,00
Registered office: 35131 Padova – Piazzetta Filippo Turati, 2
Register of Companies of Padua
Taxpayer and VAT Code 04300140284
Member of the Interbank Deposit Protection Fund
3
CORPORATE OFFICERS
BOARD OF DIRECTORS
Chairman RABIZZI, Ernesto
Deputy Chairmen CALTAGIRONE Francesco
MARCHI Enrico
Directors
ANCILLI Riccardo
BERLINGUER Aldo
CARRARO Massimo
DESTRO Nereo
MONTINARI Dario
PERICCIOLI Moreno
QUERCI Carlo
ROSATI Mauro
ZANI Ezio
Board of Statutory Auditors
Chairman FABRETTI Pietro
Acting Auditors DALLA LIBERA Alberto
SCHIAVONE Carlo
Alternate Auditors ROSSI CHAUVENET Leopoldo
HEAD OFFICE
Chief Executive Officer MENZI Giuseppe
Deputy Chief Executive Officer CHIAVISTELLI Cesare
4
BALANCE SHEET
(EUR)
Assets 31 12 2011 31 12 2010
10 Cash and cash equivalents 87.150.242 94.270.392
20 Financial assets held for trading 168.810.871 140.302.352
40 Financial assets available for sale 13.977.978 15.190.394
60 Due from banks 2.960.240.747 3.999.637.120
70 Due from customers 13.610.747.151 13.629.573.958
80 Hedging Derivatives 4.533.204
100 Equity investments 116.265 39.022
110 Tangible assets 254.989.825 260.929.490
120 Intangible assets 190.205.115 1.622.875.280
of which: goodwill 91.616.715 1.382.918.576
130 Tax assets 514.728.833 524.353.262
a) current 1.025.735 2.405.949
b) advanced 513.703.098 521.947.313
150 Other assets 211.417.921 384.765.046
Total assets 18.016.918.152 20.671.936.316
5
BALANCE SHEET
(EUR)
Total liabilities and shareholders' equity 31 12 2011 31 12 2010
10 Due to banks 4.721.277.932 5.480.283.975
20 Due to customers 7.237.177.238 7.766.832.346
30 Outstanding securities 1.164.797.932 431.928.229
40 Financial l iabil ities held for trading 124.946.786 100.923.862
50 Financial l iabil ities valued at fa ir value 2.106.177.837 2.487.604.232
100 Other l iabilities 427.301.185 721.685.035
110 Staff severance indemnity pay 27.098.673 29.395.564
120 Provision for risks and charges: 74.017.490 74.071.555
a) pension funds and similar obligations - -
b) other funds 74.017.490 74.071.555
130 Valuation reserves 1.076.259 526.249
160 Reserves 259.862.857 243.087.320
170 Share premium 2.162.596.312 2.166.000.002
180 Capital 1.006.300.000 1.006.300.000
200 Profit (Loss) of the year (+/-) (1.295.712.349) 163.297.947
Total liabilities and shareholders' equity 18.016.918.152 20.671.936.316
6
INCOME STATEMENT
EUR)
Accounts 31 12 2011 31 12 2010
10 Interest and similar income 545.527.438 424.253.408
20 Interest and similar expense (205.271.967) (114.395.208)
30 Interest margin 340.255.471 309.858.200
40 Commissions receivable 205.064.647 216.388.736
50 Commissions payable (21.820.942) (23.184.621)
60 Net commissions 183.243.705 193.204.115
70 Dividends and similar income 57.327 30.694
80 Net result of trading 2.842.950 2.986.888
90 Net hedging results (642.045)
100 Profit (loss) from sale or repurchase of: 1.376.503 5.397
(b) financial assets available for sale 1.348.494
(d) other financial liabilities 28.009 5.397
110 Net result of financial assets and liabilities valued at fair value 81.496 (658.042)
120 Intermediation margin 527.215.407 505.427.252
130 Value adjustments/recoveries for impairment of: (80.017.223) (75.752.421)
a) Loans (81.106.072) (76.005.841)
b) Financial assets available for sale - (922.296)
d) Other financial transactions 1.088.849 1.175.716
140 Net result of financial activities 447.198.184 429.674.831
150 Administrative expenses (307.792.648) (332.863.052)
a) Staff expenses (198.703.316) (203.194.775)
b) Other administrative expenses (109.089.332) (129.668.277)
160 Net provisions to risk and charge funds (8.283.082) 3.350.902
170 Net value adjustments/recoveries on tangible assets (10.104.498) (9.569.981)
180 Net value adjustments/recoveries on intangible assets (141.368.304) (28.824.083)
190 Other operating income/charges 22.803.349 23.847.232
200 Operating costs (444.745.183) (344.058.982)
210 Profit (loss) of equity investments - (361.150)
230 Net value adjustments on goodwill (1.291.301.861) -
240 Profit (Loss) from investment sale 32.620 35.106
250 Profit (loss) of the current trading assets before tax (1.288.816.240) 85.289.805
260 Income tax for the period of the current trading assets (6.896.109) 78.008.142
270 Profit (loss) of the current trading assets after tax (1.295.712.349) 163.297.947
290 Profit (loss) for the period (1.295.712.349) 163.297.947
7
STATEMENT OF CONSOLIDATED PROFITABILITY
(in euro)
Items 31 12 2011 31 12 2010
10
Profit (loss) for the year (1.295.712.349) 163.297.947
Other income components after tax
20 Financial assets available for sale 550.010 192.461
110 Total other income components after tax 550.010 192.461
120
Overall profitability (Item 10 + 110)
(1.295.162.339)
163.490.408
8
(EUR)
Issue of new
shares
Purchase of
own shares
Extraordinary
distribution of
dividends
Capital
instrument
change
Derivatives on
own shares
Stock
option
Capital:
a) ordinary shares 1.006.300.000 - 1.006.300.000 - - - - - - - - - - 1.006.300.000
b) other shares - - - - - - - - - - - - - -
Share premium 2.166.000.002 - 2.166.000.002 - - (3.403.690) - - - - - - - 2.162.596.312
Reserves:
a) of profits 5.115.494 - 5.115.494 13.371.847 - 3.403.690 - - - - - - - 21.891.031
b) other 237.971.826 - 237.971.826 - - - - - - - - - - 237.971.826
Valuation reserves 526.249 - 526.249 - - - - - - - - - 550.010 1.076.259
Capital instruments - - - - - - - - - - - - - -
Own shares - - - - - - - - - - - - - -
Profit (Loss) for the year 163.297.947 - 163.297.947 (13.371.847) (149.926.100) - - - - - - - (1.295.712.349) (1.295.712.349)
Net Equity 3.579.211.518 - 3.579.211.518 - (149.926.100) - - - - - - - (1.295.162.339) 2.134.123.079
TABLE OF THE CHANGES IN NET EQUITY
Allocation result for previous year
Net equity transactions Outstanding as at
31 12 10
Opening
balance
change
Net equity as at
31 12 11
Outstanding as at
01 01 11Reserves
Dividends and
other allocations
Changes in
reserves
Changes for the year
Profit (Loss) for
31 12 11
(EUR)
Issue of new
shares
Purchase of
own shares
Extraordinary
distribution of
dividends
Capital
instrument
change
Derivatives on
own shares
Stock
option
Capital:
a) ordinary shares 1.006.300.000 - 1.006.300.000 - - - - - - - - - - 1.006.300.000
b) other shares - - - - - - - - - - - - - -
Share premium 2.200.000.000 - 2.200.000.000 - - (33.999.998) - - - - - - - 2.166.000.002
Reserves:
a) of profits (131.555) - (131.555) 5.247.049 - - - - - - - - - 5.115.494
b) other - - - - - 237.971.826 - - - - - - - 237.971.826
Valuation reserves 333.788 - 333.788 - - - - - - - - - 192.461 860.037
Capital instruments - - - - - - - - - - - - - -
Own shares - - - - - - - - - - - - - -
Profit (Loss) for the year 101.459.249 - 101.459.249 (5.247.049) (96.212.200) - - - - - - - 163.297.947 163.297.947
Net Equity 3.307.961.482 - 3.307.961.482 - (96.212.200) 203.971.828 - - - - - - 163.490.408 3.579.211.518
TABLE OF THE CHANGES IN NET EQUITY
Allocation result for previous year
Net equity transactions Outstanding as at
31 12 09
Opening
balance
change
Net equity as at
31 12 10
Outstanding as at
01 01 10Reserves
Dividends and
other
allocations
Changes in
reserves
Changes for the year
Profit (Loss) for
31 12 10
9
CASH FLOW STATEMENT
(EUR)
A. OPERATING ASSETS 31 12 2011 31 12 2010
1. Cash flow from operations 283.383.583 64.876.898
net income (+/-) (1.295.712.349) 163.297.947
capital gains/losses on financial assets held for trading and on assets/liabilities v alued at fair v alue (-/+) 7.937.780 658.042
capital gains/losses on hedging assets (-/+) 642.045 -
net v alue adjustments/recov eries for impairment (+/-) 1.382.752.375 88.344.374
net v alue adjustments/recov eries on tangible and intangible assets (+/-) 151.472.802 38.394.064
net prov isions to risk and charge funds and other costs/rev enues (+/-) 8.283.082 (3.350.902)
tax and duties to be settled (+/-) 22.040.204 (196.231.882)
net v alue adjustments/recov eries of groups of assets being sold after tax (+/-) - -
other adjustments 5.967.644 (26.234.745)
2. Liquidity generated/absorbed by financial assets 1.126.636.311 (3.833.100.811)
financial assets held for trading (28.680.598) (50.607.054)
financial assets held at fair v alue - -
financial assets av ailable for sale 1.762.426 (12.384)
due from banks: at sight 775.175.447 (104.340.708)
due from banks: other loans 264.220.926 (2.886.656.755)
customer loans (73.712.556) (741.344.943)
other assets 187.870.666 (50.138.967)
3. Liquidity generated/absorbed by financial liabilities (1.263.036.520) 3.874.333.177
due to banks: at sight 824.810.591 706.463.011
due to banks: other loans (1.583.816.634) 1.572.654.413
due to customers (529.655.108) 319.559.488
outstanding securities 727.694.454 140.394.440
financial liabilities held for trading 24.022.924 26.398.783
financial liabilities held at fair v alue (389.364.175) 1.136.536.009
other liabilities (336.728.572) (27.672.967)
Net liquidity generated/absorbed by operating assets 146.983.374 106.109.264
B. INVESTMENTS
1. Liquidity generated by: - 87.692
sale of shareholdings - 87.692
div idends collected on shareholdings - -
sale/repay ment of financial assets held to maturity - -
sale of tangible assets - -
sale of intangible assets - -
sale of subsidiaries and company branches - -
2. Liquidity absorbed by (4.242.076) (940.717)
purchase of shareholdings (77.243) -
purchase of financial assets held to maturity - -
purchase of tangible assets (4.164.833) (5.973.915)
purchase of intangible assets - 5.033.198
purchase of subsidiaries and company branches - -
Net liquidity generated/ absorbed by investments (4.242.076) (853.025)
C. FUNDING
issue/purchase of ow n shares - -
issue/purchase of capital instruments - -
distribution of div idends and other purposes (149.926.100) (96.212.200)
Net liquidity generated/absorbed by funding (149.926.100) (96.212.200)
NET LIQUIDITY GENERATED/ABSORBED DURING THE YEAR (7.184.802) 9.044.039
Reconciliation
Accounts 31 12 2011 31 12 2010
Cash and cash equiv alens at y ear opening 94.270.392 85.061.134
Total net liquidity generated/absorbed during the y ear (7.184.802) 9.044.039
Cash and cash equiv alents resulting from forex floating 64.652 165.219
Cash and cash equiv alents at y ear closing 87.150.242 94.270.392
10
KPMG INDEPENDENT AUDITORS’ REPORT
pursuant to articles 14 and 16 of Italian Civil Code of 27 Jan 2010, no. 39,
and 165 of Italian Civil Code of 24 February 1998, no. 58
(Translation from the original Italian text)
To the Shareholder of Banca Antonveneta S.p.A
1. We have audited the consolidated financial statements of Banca Antonveneta S.p.A. as of
December 31, 2011 comprising the balance sheet, the income statement, the statement of
changes in shareholders’ equity, the cash flow statement and the related explanatory notes.
The responsibility of preparing these consolidated financial statements in conformity with
International Financial Reporting Standards adopted by the European Union and the
standards issued in accordance with article 9 of Legislative Decree no. 38/05 are those of the
director’s of Banca Antonveneta S.p.A. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards and procedures
recommended by Consob. In accordance with such standards and procedures, we planned
and performed our audit to obtain the information necessary to determine whether the
consolidated financial statements are materially misstated and if such consolidated financial
statements, taken as a whole, may be relied upon. An audit includes examining, on a sample
basis, evidence supporting the amounts and disclosures in the financial statements, as well as
assessing the appropriateness of the accounting principles and the reasonableness of the
estimates made by the directors. We believe that our audit provides a reasonable basis for
our opinion.
For our opinion relating to the financial statements of the previous year, for which the data is
presented for comparative purposes, please refer to our audit report dated 1 April 2011.
3. In our opinion the consolidated financial statements of Banca Antonveneta S.p.A. for the
year ended December 31, 2011 comply with International Financial Reporting Standards as
adopted by the European Union and the standards issued in accordance with article 9 of
Legislative Decree n° 38/05; accordingly, they present clearly and give a true and fair view of
the consolidated financial position, result of operations, changes in shareholders’ equity and
cash flows of Banca Antonveneta S.p.A. for the year then ended.
4. The Bank, as required by law, has included in its notes to the consolidated accounts, essential
data pertaining to the last balance sheet of the company that on its behalf, exercised
management and coordination activities. The opinion given on the balance sheets of Banca
Antonveneta S.p.A does not take into consideration this data.
5. The responsibility of preparing the report on management in conformity and as prescribed by
law pertain to the directors of Banca Antonveneta S.p.A. It is our competence to express our
opinion on the reporting of the balance sheet, as required by law. To such end, we have
performed the procedures as indicated under audit principle no. 001 emanated by the
National Board of Commerce and Accounting Experts as recommended by Consob. In our
opinion, the balance sheet is coherent with the annual report of Banca Antonveneta S.pA.
for the year ended 31 December 2011.
Padova, 4 April 2012
KPMG SpA
Vito Antonini, Partner
11
“REPORT OF THE BOARD OF STATUTORY AUDITORS FOR THE SHAREHOLDERS MEETING CALLED TO
APPROVE THE ANNUAL REPORT OF BANCA ANTONVENETA S.P.A. AS AT 31 DECEMBER 2011,
PURSUANT TO ARTICLE 2429, COMMA 2 OF THE ITALIAN CIVIL CODE”
Dear Shareholder,
During the period that ended on 31 December 2011, the Board of Statutory Auditors performed
supervisory activities as required by law based on behavioral principles recommended by the Consiglio
Nazionale dei Dottori Commercialisti (National Board of Accountants) and accounting professionals,
taking into account supervisory instructions received from the Bank of Italy and deliberations from
Consob.
As a first point of reference, this Board of Statutory Auditors was nominated in the Shareholder’s Meeting
of 29 July 2011.
The Board of Statutory Auditors, as foreseen by art. 2403 of the Italian Civil Code and Legislative Decree
n. 39/2010, organized their supervisory activities based upon the observance of laws and the Statute, in
respect of principles for correct administration, and in particular, the adequacy of the organization’s
structure, internal controls , and the accounting administration system, adopted by the Bank and on the
independence of the external auditor.
From the stated activity and their results, the Board of Statutory Auditors responds with the present
report.
The Board of Statutory Auditors emphasizes to have adhered to the request made by the President of
the Board of Directors on 20 March 2012, to waive the terms as per art 2429 of the Italian Civil Code,
that foresee making the annual report available by the Board of Directors.
The Board of Statutory Auditors has verified and determined that the annual report as of 31 December
2011, as restated in conformity with IAS-IFRAS (International Accounting Standards and International
Financial Reporting Standard) is in observance of dispositions from the Bank of Italy currently in effect,
correctly represents the income, shareholder’s equity, and financial situation of the Bank and its
management performance.
Net income for the current period, excluding the effects of PPA (Purchase Price Allocation),
amortization of intangibles with relative tax effect, impairment on intangibles, and value adjustments on
impairment, amount to Euro 160.7 million.
With respect to IAS 36, testing was performed on the impairment value and on the defined useful life of
the intangible assets, effected by the competent divisions of the Bank in collaboration and together
with the Group Head of Banca Monte dei Paschi di Siena S.p.A., and the annual report results
evidence a loss of Euro 1.295.712.349,73.
The Board of Statutory Auditors retains that the transactions effected by the Bank have been
conducted with respect to principles of correct administration, were deliberated and initiated in
conformity with the laws and social statute. They do not appear to have imprudent, risky manifestations,
with potential conflicts of interest or are in contrast with the deliberations assumed by the Assembly or
such so that compromise the integrity of the shareholder’s equity.
The Board of Statutory Auditors participated in 2 Assemblies, 3 Supervisory Board Meetings ex Leg.
Decree 231/01, and 13 Board of Director’s meetings, that have taken place during the year, and have
obtained by the Directors during the course of the aforementioned gatherings, periodic information on
the general performance of management and its predictable evolution, as well as on the delegated
faculties, and on operations of greater economic importance, finance, and equity effected by the
Bank.
The information received did not evidence the existence of atypical and or unusual operations, and
during the course of the year, transactions were initiated with related parties traceable to ordinary
12
intergroup banking activities, for which, in accordance with regulatory provisions in force, information
has been provided in the report on management.
With regards to operations carried out with the entities that perform the functions of administration,
management, and control, they were deliberated with respect to art. 136 of the Cumulative Text
relating to banking and finance, and by supervisory instructions received from the Bank of Italy,
notwithstanding the obligations foreseen by art. 2391of the Italian Civil Code, in matters dealing with
the directors.
The Board of Statutory Auditors, in the course of 2011, was called upon to express their opinion on the
following matters:
- conformity of the operation for the issuing of bank bonds guaranteed by Banca Monte dei
Paschi di Siena S.p.A., as foreseen by law, supervisory regulations and dispositions, as well as the
impact of the activity on the bank’s economic-equity equilibrium;
- remuneration of the directors vested with special duties pursuant to art. 2389 of the Italian Civil
Code.
The Board of Statutory Auditors has acquired knowledge and supervises the adequacy and the
function of the organizational systems adopted by the Bank, that attribute clear tasks and responsibility,
and define the Bank’s decision making process, taking into account both the dimension of the Bank
and the activities outsourced to the Group Head and other specialized divisions of the Group on the
basis of special service contracts.
In addition, the Board of Statutory Auditors has:
- supervised the adequacy and the functioning of internal control systems and the administrative-
accounting system by obtaining information and data from the respective Bank division heads
and the external auditors. Retaining that the structure realized is adequate for the necessary
efficient monitoring of risk factors and that the operations carried out respect prescribed internal
and external regulations;
- examined the semi-annual summary reports on the internal review activity and the inspection
results performed during the course of the year by the Internal Audit of the Bank and Group
Head on the various departments, of which no particular anomalies emerged, and in fact the
presence of improvement in certain areas;
- verified, through periodic reports issued by the Compliance Office, the realization of the
foreseen project activity for guarantying the overseeing of non-conformity risk in the banking
activity;
- oversaw, the activity of correct accounting processes, auditing of the accounts and the
independence of the auditor, on the basis of information and documentation exchanged
during the course of periodic encounters with KPMG S.p.A, entrusted with the revision of
accounts during the ordinary Shareholder’s Meeting held 26 June 2009. No additional duties,
other than those determined by law, have been conferred to KPMG S.p.A. or their related
associates.
With regards to supervising the adequacy of the administrative-accounting system , the participation in
the meetings of the Board of Director’s and the information collected has permitted The Board of
Statutory Auditors to ascertain that the Bank is operating with respect to laws and the Statute, no
omissions or reprehensible issues or irregularities have emerged nor any significant issues that are in
contrast with the principles of the correct administration.
Within the course of 2011, no charges pursuant to ex art 2408 of the Italian Civil Code were made, given
that the social capital is entirely held by the stakeholder Banca Monte dei Paschi di Siena S.p.A.
13
The Board of Statutory Auditors has read the report issued by KPMG S.p.A dated the 4 April 2012 on the
annual reports of Banca Antonveneta S.p.A as of 31 December 2011 pursuant to art. 14 and 16 of L.D.
39/2010, and art. 165 of L.D. 58/98, and take note that:
- they were drafted in conformity with the principles of art. 11 under the aforementioned decree;
- have provided an opinion on the annual report in conformity with the norms that discipline the
drafting;
- have expressed an opinion without any findings on the coherence between the Director’s
Report and the annual report;
- did not indicate the presence of any inconsistent information.
Taking into account, even the results of the activities performed by the company entrusted with the
revision of accounts, and taking note of the attesting letter issued by the Local Representative to the
Managing Provost for the drafting of financial statements of the Bank Group, the Board of Statutory
Auditors does not indicate any critical grounds on the approval of the Balance Sheets of Banca
Antonveneta S.p.A, closed on 31 December 2011, formulated by the Board of Directors that provide for
the covering of the loss for the period of Euro 1.295.712.349,73 in terms of the following:
Loss for the period € - 1.295.712.349,73
Reserves utilized:
-Residual profits brought to new € 755.909,66
-split surplus € 173.689.659,93
-Share premium € 1.121.266.780,14
Padova, 4 April 2012
THE BOARD OF STATUTORY AUDITORS
Pietro Fabretti, President
Alberto Dalla Libera, Auditor
Carlo Schiavone, Auditor
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