MSF Informe Anual Ingles 2009 DEF:Maquetación 1
Transcription
MSF Informe Anual Ingles 2009 DEF:Maquetación 1
ANNUAL REPORT 2009 ANNUAL REPORT 2009 C ONTENTS Mercantil’s Stock Performance 4 Financial Highligths 5 Board of Directors and Administration 6 Notice of Ordinary General Shareholders’ Meeting 7 Board of Directors’ Report 9 Statutory Auditors’ Report 21 Financial Statements 23 Economic Climate 29 Strategic Positioning 33 Management Discussion and Analysis 35 Business Management Report 45 Quality of Service and Operating Efficiency 59 Human Resources 63 Risk Management 67 Performance of Subsidiaries 75 Credit Ratings 83 Prevention and Control of Money Laundering 85 Internal Auditing 87 Social Commitment 89 Corporate Governance 93 Report of the Board of Directors on Compliance with Corporate Governance 101 Awards and Acknowledgements 102 Management 105 Subsidiaries and Corporate Contacts 111 ADRIÁN, PUJOL ADRIÁN PUJOL Caracas desde El Estanque • 1999 Acrylic on canvas • 128 x 206 cm Born in Palma de Mallorca in 1948 where he studied at the Escuela de Artes Aplicadas y Oficios Artísticos and then at the Escuela Superior de Bellas Artes de San Jorge, Barcelona, Spain. Moved to Venezuela in 1974 and joined the Centro de Enseñanza Gráfica in Caracas. Pujol furthered his research into pictorial techniques to use visual textures that resemble crumbling walls or worn textiles. He also incorporates everyday elements such as bicycles or huge water bottles. During the eighties one of the central themes of his work was automobiles on dislocated planes. Later on, towards the end of this decade, he focused entirely on landscapes. Mercantil is Venezuela’s leading financial services provider with an equity base of Bs 4,880 million (US$ 2,275 million). It operates in 10 countries in the Americas, Europe and Asia. Its shares are listed on the Caracas Stock Exchange (MVZ.A and MVZ.B) and in the over-the-counter market (OTC) in the United States of America through a Level 1 ADR program (MSFZY and MSFJY). The mission of Mercantil Servicios Financieros is to “fulfill the expectations of individuals and the community where it operates, by providing excellent financial products and services in different market segments, adding value for its shareholders through the efficient use of the available resources.” Mercantil Banco Universal, founded 85 years ago (1925), is Mercantil’s main subsidiary in Venezuela. As of December 31, 2009, it has a network of 297 branches, one agency in Coral Gables, Florida, USA, a branch in Curaçao and representative offices, in Bogota, Lima, Mexico, Sao Paulo, New York and Hong Kong. Mercantil Commercebank, N.A. with 15 branches in South Florida, one in New York, one in Houston and a loan production office in Weston, Florida; Mercantil Bank (Schweiz) AG in Switzerland; Mercantil Bank Curaçao N.V. in Curaçao; Mercantil Bank (Panama) in Panama; Mercantil Bank and Trust, Limited (Cayman) in the Cayman Islands; Mercantil Merinvest, C.A.; Mercantil Seguros with 32 customer services offices and Mercantil Inversiones y Valores, a holding for other minority investments. Since its foundation, Mercantil has played an active role in the country’s development by financing trade, agriculture and industry in Venezuela. Moreover, it demonstrates its social commitment by helping different sectors of the community in Venezuela through Fundación Mercantil, and in South Florida, USA through its subsidiary Mercantil Commercebank, N.A. Mercantil Servicios Financieros 3 Mercantil’s Stock Performance "Caracas Stock Exchange: MVZ.A & MVZ.B NYSE Level 1 ADR’s : MSFZY & MSFJY" Year Ended Earnings per share 2009 2009 2008 2007 2006 2005 US$(4) bolivars bolivars bolivars bolivars bolivars 3.71 7.95 9.53 7.96 5.76 7.56 8.63 8.63 18.50 18.50 17.53 17.53 31.00 33.00 42.89 43.26 17.90 18.24 2.3 2.3 1.8 1.8 3.9 4.1 7.5 7.5 2.4 2.4 47.50 39.56 32.77 25.88 21.62 0.4 0.4 0.4 0.4 0.9 1.0 1,7 1.7 0.8 0.8 59,733,553 42,992,256 60,092,098 43,275,460 60,335,793 43,645,654 41,476,057 30,043,282 41,679,888 30,108,375 26,289 32,049 16,095 6,476 43,299 6,792 56,307 35,865 34,683 21,343 1.36 1.02 2 for each 5 0.78 1.90 2 for each 5 1.38 7.4 7.4 5.8 5.8 2.5 2.4 4.4 4.4 7.7 7.6 (1) Closing Price (2) Class A share Class B share Market price/ Earnings per share (1) Class A share Class B share Book value per share (3) Market price / book value 22.15 (3) Class A share Class B share Number of outstanding shares Class A share Class B share Daily Average Traded Volume (Shares) Class A share Class B share Paid Dividends In stock (new shares for each share held) In cash (Bs per share) 0.63 Cash dividends for the year / Market price (%) Class A share Class B share (1) Calculated over weighted average shares (issued shares minus repurchased shares) adjusted by stock dividend. (2) Recalculated considering stock dividend paid in May 2007 to facilitate price comparisons for the periods reported. (3) Calculated over outstanding shares (issued shares minus repurchased shares) adjusted by stock dividend and by the conversion of 10 common shares into 1 new common share. (4) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Market Quote for Mercantil Class A and B Shares vs. Caracas Stock Exchange (CSE) Index 50 Price MVZ/A Adjusted CSE 45 Price MVZ/B 40 35 30 25 20 15 10 5 (1) (1) No significant stock exchange activities at this time A n n u a l Re p o r t 2 0 0 9 4 dec-09 jun-09 dec-08 jun-08 dec-07 jun-07 dec-06 jun-06 dec-05 jun-05 dec-04 jun-04 dec-03 jun-03 dec-02 jun-02 dec-01 jun-01 dec-00 jun-00 dec-99 0 Financial Highlights Earnings Consolidated (In thousands of Bs and millions of US$, except percentages and other indicators) Year Ended 2009 2009 2008 2007 2006 2005 US$(1) bolivars bolivars bolivars bolivars bolivars 24,748 12,654 19,980 2,275 53,074,810 27,137,723 42,847,704 4,879,810 46,829,877 22,219,115 36,211,367 4,089,040 39,049,552 19,338,492 31,287,613 3,407,614 31,716,967 14,572,267 25,246,872 2,589,423 24,274,508 11,294,697 19,479,501 2,168,526 942 644 1,321 371 2,019,894 1,380,584 2,833,762 795,692 2,202,576 1,211,818 2,545,578 958,987 1,786,025 1,021,098 2,019,535 783,333 1,330,407 857,851 1,625,319 555,734 969,911 938,285 1,204,404 721,578 7.3% 37.8% 17.8% 1.6% 7.9% 35.7% 24.9% 2.2% 6.5% 38.5% 27.4% 2.2% 6.3% 40.3% 23.6% 2.1% 5.8% 50.1% 37.1% 3.6% 18.3% 18.3% 9.2% 18.5% 18.5% 8.7% 16.7% 16.7% 8.7% 16.3% 16.4% 8.2% 17.0% 17.2% 8.9% 3.3% 96.5% 3.2% 2.5% 110.6% 2.7% 0.6% 285.7% 1.8% 0.7% 264.3% 2.0% 0.3% 632.8% 2.0% 5.4% 58.4% 5.6% 57.7% 5.4% 61.3% 5.8% 64.2% 5.7% 55.4% 22.1% 54.9% 21.4% 61.6% 19.6% 56.3% 15.1% 62.5% 9.9% 61.3% 65.4% 78.1% 96.7% 63.1% 79.4% 102.6% 62.9% 79.5% 99.2% 58.9% 84.2% 105.8% 59.2% 88.5% 110.3% 8,961 872 9,215 965 9,114 1,018 8,647 900 7,841 771 329 21 6 356 20 6 351 20 6 341 21 6 332 21 5 1,379 41,027 1,435 37,655 1,436 32,278 1,222 25,987 1,025 19,022 Balance Sheet (1) Total Assets Loan Portfolio (Net) Deposits Shareholders’ Equity Income Statement (2) Net Interest Income Commissions and Other Income Operating Expenses Net Income Profitability Indicators (%) Net Interest Income / Average Financial Assets (NIM) Commissions and Other Income / Total Income Net Earnings for the Year / Average Equity (ROE) Net Earnings for the Year / Average Assets (ROA) Capital Adequacy Indicators (%) Equity / Risk-Weighted Assets (regulatory minimum 8%) (3) Equity / Risk-Weighted Assets (BIS) (4) Equity / Assets Loan Portfolio Quality Indicators (%) Past-Due and Non-Performing Loans / Gross Loan Portfolio Allowances for Loan Losses / Past-Due + Non-Performing Loans Allowances for Loan Losses / Gross Loan Portfolio Efficiency Indicators (%) Operating Expenses / Average Total Assets Operating Expenses / Total Income Liquidity Indicators (%) Cash and Due from Banks / Deposits Cash and Due from Banks and Investment Portfolio / Deposits Other Indicators (%) Gross Loans / Deposits Financial Assets / Total Assets Financial Assets / Deposits Number of Employees Employees in Venezuela Employees Abroad Banking Distribution Network Branches in Venezuela (6) Branches Abroad Representative Offices Automatic Teller Machines (ATM) Point of Sale Terminals (POS) (5) (1) And (2) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2009 of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. (3) In accordance with the standards of the Venezuelan National Securities Commission (CNV). (4) Calculated using Consolidated Financial Statements adjusted for inflation up to 1999 in accordance with international Accounting Standard No. 29 (IAS-29) and following the standards of the Basel Committee on Banking Supervision of the Bank for International Settlements. (5) Physical points of sale. (6) Excludes employees head office. Mercantil Servicios Financieros 5 Board of Directors Principal Directors Gustavo A. Marturet President Administration Alejandro González Sosa Executive President Gustavo A. Marturet * President Gustavo J. Vollmer H.2 Alfredo Travieso P.2 Luis A. Romero M.1 Gustavo Vollmer A.3 Jonathan Coles W.1 Víctor J. Sierra A.2 Roberto Vainrub A.3 Miguel A. Capriles L.3 Alternate Directors Luis A. Sanabria U.2 Oscar A. Machado K.1 Eduardo Mier y Terán1 Luis Esteban Palacios W.2 Gustavo Galdo C.3 Gonzalo Mendoza M.2 Germán Sánchez Myles3 Luis A. Marturet M.3 Carlos Hellmund B.3 Gustavo Machado C.1 Francisco Monaldi M.1 Federico Vollmer A.1 Claudio Dolman C.1 Carlos Zuloaga T.1 Nerio Rosales R. Armando Leirós R. Miguel A. Capriles C.1 Luis Pedro España N.3 Phillip Henríquez S. Alberto Sosa S.3 Guillermo Ponce Trujillo Secretary Alternate Secretary Julio Peña Bacalao Alejandro González Sosa * Executive President Nerio Rosales Rengifo * Global Commercial and Personal Banking Manager Philip Henríquez S. * Global Corporate and Investment Banking Manager Rosa M. de Costantino * Global Private Banking and Wealth Management Manager Alfonso Figueredo D. * Global Chief Financial Officer Millar Wilson * Global International Operations Manager Fernando Figueredo M. * Global Chief Risk Officer Armando Leirós R. * Global Operations and Technology Manager Luis Alberto Fernandes * Global Chief Legal Counsel Alberto Benshimol M. * Insurance and New Financial Businesses Manager Luis Calvo Blesa * Global Office of the Presidency Manager Guillermo Ponce Trujillo Secretary of the Board of Directors Principal Statutory Auditor Francisco Torres Pantin Leopoldo Machado Espinoza Julio Peña Bacalao Alternate Secretary Alternate Statutory Auditor Umberto Chirico Manuel Martínez Abreu Toribio Cabeza León Global Audit Manager Legal Counsel Luis Alberto Fernandes Alternate Legal Counsel Salvador Chang Global Strategic Planning Manager * Member of the Executive Committee Pedro Reyes O. Note: The Audit, Compensation and Risk Committees were created pursuant to the provisions of the By-laws and in accordance with a resolution by the Board of Directors. These committees are made up of Independent Directors, which are attended by the President and the Executive President (ex-officio). 1 2 3 Member of the Audit Committee Member of the Compensation Committee Member of the Risk Committee A n n u a l Re p o r t 2 0 0 9 6 Notice of Ordinary General Shareholders’ Meeting MERCANTIL SERVICIOS FINANCIEROS, C.A. Authorized Capital Bs 308,811,720.00 Subscribed and Paid-in Capital Bs 154,405,860.00 Caracas - Venezuela Notice of an Ordinary General Shareholders’ Meeting by agreement of the Board of Directors, to be held at the Company’s Head Office, Avenida Andrés Bello N° 1, Edificio Mercantil at 04:00:00 AM p.m. on March 26, 2010, with the following agenda: 1. Review the Report submitted by the Board of Directors and the Company’s Audited Financial Statements at December 31, 2009, subject to consideration of the Statutory Auditors’ Report. 2. Submit the Board of Directors' Report on the Degree of Compliance with the Principles of Corporate Governance contained in Resolution N° 19-1-2005 of the Venezuelan Securities Commission (CNV) dated February 2, 2005. 3. Appoint the Board Members and their Alternates and establish the fees of all the members of the Board of Directors, in keeping with the Company Bylaws. 4. Appoint the Statutory Auditors and their Alternates and establish their fees. 5. Consider the “Proposal for the Twenty-first Phase of the Company’s Stock Repurchase Program presented by the Board of Directors of Mercantil Servicios Financieros, C.A., to the Ordinary General Shareholders’ Meeting on March 26, 2010.” 6. Consider the “Proposal to declare the dividends for 2010 of Mercantil Servicios Financieros, C.A., presented by the Board of Directors to the Ordinary General Shareholders’ Meeting on March 26, 2010.” N.B. The shareholders are hereby informed that: 1) The Balance Sheet, Income Statement, Statement of Shareholders’ Equity and Statement of Cash Flow for the year ended December 31, 2009, duly examined by External Auditors Espiñeira, Sheldon y Asociados, the Statutory Auditors’ Report and the Board of Directors’ Report; 2) The Report presented by the Board of Directors on the Degree of Compliance with the Principles of Corporate Governance; 3) the “Proposal for the Twenty-first Phase of the Company's Stock Repurchase Program submitted by the Board of Directors of Mercantil Servicios Financieros, C.A., to the Ordinary General Meeting of Shareholders held on March 26, 2010, and 4) The list of candidates for election as Statutory Auditors and their Alternates, will be available for review 15 days prior to the date of the Meeting at the office of the Secretary of the Board of Directors of the Company at the following address: Avenida Andrés Bello N° 1, Edificio Mercantil, piso 35, Caracas. The “Proposal to declare the dividends for 2010 of Mercantil Servicios Financieros, C.A., submitted by the Board of Directors to the Ordinary General Meeting of Shareholders on March 26, 2010” is available at the office of the Secretary of the Board of Directors of the Company at Avenida Andrés Bello N° 1, Edificio Mercantil, piso 35, Caracas. In accordance with the provisions of the Company’s Bylaws, the Shareholders are hereby informed that ownership of each group of Common Class “A” shares representing at least twenty per cent (20%) of the capital subscribed by those shares, affords the right to nominate and appoint one Director and the corresponding Alternates. Caracas, February 25, 2010 On Behalf of Mercantil Servicios Financieros, C.A. Guillermo Ponce Trujillo Secretary of the Board of Directors Mercantil Servicios Financieros 7 OSCAR PELLEGRINO OSCAR PELLEGRINO Untitled • undated Acrylic on paper • 61.6 x 45.5 cm Born in Caracas, Venezuela (1947-1991). A self-taught painter with a degree in Architecture from Universidad Central de Venezuela. Influenced by the works of great European artists of the 70’s, his work leans towards neo-expressionism and calls into question the traditional precepts of painting. His clearly free-flowing style earned him a significant place among his generation of painters during the 80’s. Board of Directors’ Report Caracas, February 25, 2010 Dear Shareholders, We are pleased to submit for your consideration Mercantil Servicios Financieros’ consolidated results and main activities for the second half of 2009 as well as for the whole year. The Financial Statements of Mercantil Servicios Financieros included in this report, consolidate the activities of its subsidiaries and were prepared in accordance with the standards of the Venezuelan Securities Commission (CNV). They are also presented in inflation-adjusted values as supplemental information. They have been examined by the Company’s external auditors Espiñeira, Sheldon y Asociados, whose report is attached hereto. Financial Results Mercantil reported Bs 796 million (US$ 371 million*) in net income, of which Bs 305 million corresponds to the first half of the year and Bs 491 million to the second. The main contributors to these profits were Mercantil, C.A., Banco Universal, with Bs 644 million; Mercantil Seguros, C.A. with Bs 202 million; Mercantil Merinvest, C.A. with Bs 49 million; and Mercantil on its own and other subsidiaries with Bs 21 million. The Mercantil Commercebank Florida Bancorp subsidiary obtained negative income of US$ 31 million after its loan portfolio provisioning of US$ 132 million in accordance with the Bank’s policy to guarantee an adequate level of reserves and cope with the unfavorable circumstances surrounding the US economy, particularly in Florida state. Therefore, following the reconciliation of accounts required to meet the standards of the Venezuelan Securities Commission (CNV), Mercantil Servicios Financieros registered Bs 120 million in negative net income for this subsidiary. The Mercantil Commercebank, N.A. subsidiary posted US$ 25.7 million in negative net income in 2009, and US$ 6.2 million in positive income for the fourth quarter, reflecting a sustained improvement for the Bank. Mercantil Commercebank N.A. is positioned as one of Florida’s five largest banks. * Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$ Exchange control has been in place in Venezuela since February 2003 Mercantil Servicios Financieros 9 Mercantil Servicios Financieros’ Total Assets grew 13.3% to Bs. 53,075 million (US$ 24,748 million*) compared to December 2008 and Shareholders’ Equity increased 19.3% to Bs 4,880 million (US$ 2,275 million*) over the same period. Net loans grew 22.1% to Bs 27,138 million (US$ 12,654 million*), compared with Bs 22,219 million (US$ 10,360 million*) at the close of 2008. Loan portfolio quality remained at satisfactory levels. The ratio of Past Due and Non-performing Loans to Gross Loans was 3.3%, considering the overall loan portfolio of Mercantil Servicios Financieros, which consolidates the portfolios of Mercantil, C.A., Banco Universal, Mercantil Commercebank Florida Bancorp, Mercantil Bank (Schweiz) AG, Mercantil Bank Curaçao N.V. and Mercantil Bank (Panama), S.A. This ratio was 2.5% at the close of 2008. The ratio of Allowances for Loan Losses over Past Due and Non-performing Loans was 96.5%, compared with 110.6% at the close of 2008. The efficiency ratio measured by calculating operating expenses as a percentage of average assets, was 5.4%, compared to 5.6% in 2008; while the efficiency ratio, measured by calculating operating expenses as a percentage of total income was 58.4%, versus 57.7% in 2008. The Equity/Risk-Weighted Assets ratio was 18.3% (regulatory minimum 8%). This ratio was 18.5% in 2008. It is determined according to the guidelines of the Venezuelan Securities Commission (CNV) which are based on the standards of the Basel Committee on Banking Supervision of the Bank for International Settlements. Net income per share in 2009 was Bs. 7.95 (US$ 3.71*), 16.6% less than the Bs. 9.53 (US$ 4.44*) obtained in 2008. During the second semester, the third and fourth portions of the ordinary cash dividend of Bs 28,822,183.60 (Bs 0.14 per share) and an extraordinary cash dividend of Bs 41,221,865.60 (Bs 0.40 per share), were paid out. These amounts, in addition to the amounts paid out in the first half of the year, which corresponded to the first and second portions of the ordinary cash dividend totaling Bs 28,908,792.08 (Bs 0.14 per share) and to the extraordinary cash dividend totaling Bs 41,287,448.80 (Bs 0.40 per share), amounted to Bs 140,240,290.08, which is more than sufficient to meet the regulations of the Capital Market Law on this matter. With the payment of the first and second portions of the ordinary cash dividend and the first portion of the extraordinary cash dividend, the requirements of the Capital Market Law on the payment of cash dividends were more than satisfied in 2009. * Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003 A n n u a l Re p o r t 2 0 0 9 10 During the second half of the year Mercantil issued series 2009-I of the bond program and series 2008-II and 2009-I of the commercial paper program. The Company’s issued Bs 370,000,000 of debt, distributed as follows: Bs 60,000,000 in unsecured bonds and Bs 310,000,000 in commercial paper. At year end, Bs 326,008,800 of debt was outstanding (Bs 196,008,800 in unsecured bonds and Bs 130,000,000 in commercial paper). This was Bs 2,113,800 more in unsecured bonds and Bs 10,206,500 more in commercial paper than in the first half of 2009. Mercantil is also in the process of authorizing the 2009-II commercial paper and 2009-II unsecured bond programs in the amounts of Bs 100,000,000 and Bs 90,000,000, respectively. The Stock Repurchase Program initiated in May 2000 is currently in its Twentieth Phase and was approved at the Shareholders’ Meeting held on September 25, 2009. Between July 1 and December 31, 2009, a total of 333,427 shares constituting treasury stock were acquired through the Program, of which 164,088 are common Class “A” shares and 169,339 common Class “B” shares. At the close of 2009, Mercantil’s treasury stock position was 1,257,918 shares (603,207 of common “A" shares and 654,711 common “B” shares). The Board of Directors Meeting at its September 24, 2009 meeting, acting in accordance with the authorization given at the General Meetings of Shareholders to execute the Repurchase Program, and in keeping with the provisions of the Capital Market Law, agreed to redeem 1,046,487 shares (489,538 common “A” shares and 556,949 common “B” shares), reducing the capital stock by Bs 1,569,730.50. The reduction was verified on January 22, 2010 once the term established in Article 22 of the Code of Commerce had elapsed. Mercantil Servicios Financieros 11 In its October 2009 review, the global risk rating agency Fitch Ratings ratified the national risk rating of commercial paper issues at level “A1" and of unsecured bonds at level “A2”. Additionally Fitch Ratings ratified Mercantil Servicios Financieros’ short term rating of F-1+(ven). Fitch’s most recent national rating for Mercantil Banco Universal improved from AA (Ven) to AA+ (Ven) for long-term investments and from F1 (Ven) to F1+ (Ven) for short-term investments, and it ratified its international B+ long-term and B short-term rating, as well as its individual D rating. It also considers the Institution’s outlook to be stable. Global risk rating agency Moody Investors Service lowered its rating for Mercantil Banco Universal from D- to E+. Moody’s rating for deposits in legal tender, was B1. Moody’s review took into account the uncertainty prevailing in the business environment for the Venezuelan banking system after the government’s intervention of a number of banks at the end of 2009. In November 2009, Fitch Ratings downgraded its long and short-term rating for Mercantil Commercebank Florida Bancorp and Mercantil Commercebank N.A. from BBB-/F3 to BB/B and also lowered the Bank’s individual rating from C to C/D. The downgrade was due to a deterioration of the results achieved by the bank. A n n u a l Re p o r t 2 0 0 9 12 Economic Climate Global The global economy regained momentum in the second half of the year, driven especially by China and India which grew 8.2% and 5.2%, respectively. The improvement in the OECD countries, which was slower and less marked, were due to the counter-cyclical effects of the monetary and fiscal policies implemented, a slight rebound in trade and consumer spending. The world economy could register a 1% decline during the year, though in the developed countries it might be 3.4%, contrasting with 2% growth in the emerging and developing countries. Estados Unidos United States After four quarters of negative earnings, in the third quarter of 2009 the US economy picked up, with 2.2% GDP growth. It is estimated that the contraction for 2009 will be -2.5%, exceeding the recessions of 1982 (-2%) and 1991 (-0.3%). The key explanations for this economic upturn are the expansive monetary and fiscal policies implemented in the United States. Throughout the year the Federal Reserve left short-term interest rates unchanged, averaging just 0.13%, and it developed a fiscal incentive program of around US$ 65 billion through tax credits and unemployment benefits. The acute depreciation of the dollar explains the export growth of 17.8% and 4.7% registered in the last two quarters. Despite this, a degree of pessimism looms over the job market with unemployment at 10%, across the commercial real estate sector and the credit market, due to the continued deleveraging of households. Latin America Regional GDP underwent a 1.8% contraction (-2.8% per capita), unemployment rebounded to 8.3% and inflation slipped to just 4.5%, so with few exceptions real salaries continued their rising trend. Exports fell in terms of volume (-9.6%), and value (-23.4%) and some countries registered a reduction in immigrants’ remittances, revenue from tourism and credit. The balance of payments closed with a deficit equivalent to 0.5% of GDP. With the exception of government spending, the other components of aggregate demand fell, causing a 4% decline in domestic spending. The counter-cyclical fiscal effort resulted in a primary deficit of 1% of the GDP. Mercantil Servicios Financieros 13 Venezuela The Venezuelan economy ended a five-year cycle of expansion with a 2.9% drop in GDP, a slight rise in unemployment to 6.6% and a -8.1% fall in domestic aggregate demand, due to a 2.6% decline in consumer spending and a 7.6% reduction in fixed capital formation (-3.3% in 2008) and a 2.1% expansion of government spending. Inflation registered a 25.1% downturn (30.9% in 2008), because of reduced pressure on the demand and liquidity, above all liquidity obtained from fiscal sources. With Venezuelan oil basket prices closing at US $6.7/bbl and imports down by around US$10,000 million, the balance of trade surplus reached US$ 22,583 million. The deficits in the Service Account (US$10,006 million) and the Capital and Financial Account (US$ 15,331 million, plus US$ 4,545 million for Errors and Omissions), brought the global Balance of Payments deficit to US$ 7,297 million. Although fiscal management intensified still further, the fall in ordinary revenue, above all oil revenue, led to a Central Government financial deficit of -5%. Money supply grew by just 21.6%, influenced by the fiscal adjustment, despite the expansive monetary policy and a reduction in the cost of financial aid. Lending rates for savings and term instruments averaged 13.5% and 16.2%, and deposit rates were 20.7%. Products and Services New products and services were developed and made available in 2009 to meet customers’ growing needs. The strategy of the Mercantil, C.A., Banco Universal subsidiary to offer banking services and products to the Majorities through its Mercantil’s Ally network, has advanced significantly. Currently 116 service points are operating through Mercantil's Ally correspondent trading desks and trading points located in different sectors of the Greater Caracas area and Vargas and Miranda states. A n n u a l Re p o r t 2 0 0 9 14 A series of products designed to meet the needs of the Majorities Banking segment is now available through Mercantil’s Ally. These include the Tarjeta Efectivo cash card, CrediSan Mercantil and a fuller range of microcredit options. Mercantil Banco remains the leader in terms of expansion and positioning in the market. In October the bank began to migrate its card platform to chip technology to give its customers more security when carrying out transactions using the Llave Mercantil smart debit card at ATMs in the Mercantil network. The Llave Mercantil smart card, the first debit card with an inbuilt chip, incorporates state-ofthe-art technology consisting of a latest generation microprocessor or chip, to provide customers with additional security when undertaking transactions at ATMs with chip technology enabled. Mercantil is the first bank in Venezuela certified to issue Maestro debit cards with an inbuilt chip and its ATMs are globally certified, which positions Mercantil as the first bank in the country to use these high-security devices. The combination of the Smart Debit Card and the Smart ATM means that transactions carried out on the Bank’s ATM network are now far more secure. The results of the annual follow-up audit conducted by the Venezuelan Standardization and Quality Certification Institute (Fondonorma), in accordance with the ISO 9001:2008, demonstrated the commitment of the Company, the staff and Management to the system, and highlighted the enhancements introduced during the year. Eleven lines of service were audited in line with this year’s ISO requirements: CAM, Online Banking, Home delivery of checkbooks, Préstame instant loans, corporate client securities, Teller Line, Promissory Notes for businesses, ATM network, credit cards and Employee Trust. Mercantil Servicios Financieros 15 The office network comprises 298 banking centers; in addition there are 1,355 ATMs and 41,027 points of sale located in 30,227 establishments. There are now 6,955 points of sale available for the Cestaticket Accor Services Electronic Meal Voucher Card located in 6,120 establishments. Mercantil Seguros is Venezuela’s third largest insurance company in terms of net collected premiums with 9.1% of the insurance market. During 2009 it continued to expand and improve its network of offices and customer service points. A new office was opened in Puerto Cabello, Carabobo state and the Maturin and Porlamar offices were moved and new express service modules set up in Caracas to handle vehicle claims. The expansion of services to customers and intermediaries includes a new invoicing and payments platform available on Mercantil Banco’s website to make transactions easier for policyholders. Changes were also made to the automatic vehicle and health insurance renewal processes. Mercantil offers customers affiliated to Mercantil Merinvest’s Investment Brokerage Account the possibility of placing their purchase orders for the Combined Sovereign Bond offer 2019 and 2024 through its electronic Mercantil Online Banking channel. During 2009, Mercantil Servicios de Inversión increased its third party investment portfolios 14% compared with 2008, to Bs 5,382 million. The Mercantil Sociedad Administradora de Entidades de Inversión Colectiva subsidiary remains Venezuela’s mutual fund industry leader. The Mercantil Mutual Fund Fixed Income Portfolio has Bs 378.2 million in equity, 33% more than in 2008. The reason for this is the 28% growth of the equity of the Mercantil Investment Portfolio to Bs 208.4 million and the 40% growth of the Plan Crecer product to Bs 16.7 million. Last October the Mercantil Bank (Panama) subsidiary in Panama made its www.mercantilbankpanama.com website and its Personal Mercantil Online Banking services (Mercantil Banca en Línea para Personas) and its Autobanco service available to its customers. Prevention and Control of Money Laundering Money laundering prevention and control is a priority for Mercantil and is part of our organizational culture. The Company has maintained the internal control and monitoring standards necessary to ensure early detection of money laundering operations in each of the activities of its subsidiaries and has stepped up staff training in this area. To ensure compliance with anti-money laundering legislation, Mercantil has a “Comprehensive Money Laundering Prevention and Control System” in place in Venezuela and its foreign subsidiaries, as well as Operational and Follow-Up, and Monitoring and Oversight plans. It systematically applies its “Know your Customer” policy which is the pivotal point of its anti-money laundering program. A n n u a l Re p o r t 2 0 0 9 16 Corporate Social Responsibility Since Mercantil was created more than 80 years ago, it has been fostering, promoting and supporting social development programs and one of its corporate values is “to be an integral institution and an important factor in the development of the communities and areas it serves.” In 2009 Mercantil Servicios Financieros channeled its social investments through Fundación Mercantil and its subsidiaries in Venezuela and the United States. These totaled Bs 10.6 million, of which 45% went to finance projects and programs implemented by a series of educational institutions and 55% to social development, cultural, health and religious institutions. During the year Mercantil continued to support basic education in Venezuela through its “Give your School a Helping Hand” program which fosters the repair and maintenance of school buildings nationwide, and the conservation of the environment within which they function. Mercantil is also involved in supporting Higher Education through ongoing programs implemented in conjunction with various public and private national universities, providing backing both for activities to foster the academic development of students and infrastructure and research projects at those education institutes. It also directly supported the work undertaken through programs and activities designed to handle priority issues in the field of food and nutrition, prevention, training, health and culture, by private and public social development organizations such as: Fundación Amigos del Niño con Cáncer, Fundación Cardioamigos, Comedores Madre Teresa de Calcuta, Hospital de Niños “J. M. de los Ríos”, Dividendo Voluntario para la Comunidad, Fundaprocura, Fundación Camerata de Caracas, Fundación Contra la Parálisis Infantil, Cáritas de Venezuela and the Venezuelan Red Cross. In line with its social commitment, Mercantil supported a number of programs in the United States, mainly in South Florida, including those of the following organizations: Habitat for Humanity, the Anti-Cancer League, Florida International University and the Julliard School in New York. Within the framework of the Reinvestment Act (CRA) community program, it also provides backing for a number of institutions that directly promote the social development of low-income communities. Special mention is due to volunteers among Mercantil’s staff who gave generously of their time to take part in a variety of community activities. Acknowledgements In April 2009, Mercantil Servicios Financieros was included in the ranking of the world’s top 2000 financial institutions according to a survey by Forbes magazine. The Company was ranked at 1,333, climbing 134 positions since 2008 and was the only Venezuelan financial institution listed. Mercantil Servicios Financieros 17 In its February 2009 edition, Global Finance magazine awarded Mercantil Banco Universal its ”World’s Best Trade Finance Providers 2009” prize for Venezuela. This prize is for financial institutions with the highest volume of transactions, range of global coverage, customer services, competitiveness in prices and technological innovation in the world. Also in its July 2009 edition, Mercantil Banco Universal was rated the Best Consumer Internet Bank in Venezuela for the second time running. Dinero magazine published its July edition the results of a survey on “The brands executives prefer” conducted among 289 executives from different professions in Venezuela’s main cities, in which the Mercantil Banco subsidiary ranked at the bank preferred by executives to handle their main accounts, while Mercantil Seguros was their second insurance company of choice. In March, 2009 Mercantil Commercebank won the Greater Miami Chamber of Commerce’s Top 100 Minority Business Award. Of the 100 companies that classified as finalists, ten of them received prizes in various different categories. Mercantil Commercebank was the winner in the "Employee Workplace Initiatives” category. In its December 2009 edition, The Banker chose Mercantil Banco Universal as the: Best Bank in Venezuela in 2009 thanks to its outstanding financial results. The magazine emphasized the high profit yield maintained by Mercantil Banco Universal, characterized by its sound organizational structure, optimum risk management and adequate level of capitalization. The Banker highlighted the creation of the new "Mercantil's Ally" network of service points which provide banking services and innovative products to segments of the population that had previously lacked any banking presence. Development and Working Environment The new Collective Bargaining Agreement was signed in December and will remain in force for two years, from 2010-2012. It will benefit more than 7000 workers and contains improvements to their most important benefits. The main aspects include increases in cover for Hospitalization, Surgery and Maternity for workers and their relatives and for Visual and Auditive Health; School Materials and Family Allowances, number and value of scholarships for workers and aid for children and students. The Board of Directors acknowledges once again the cordial nature of relations between the National Federation of Workers of Mercantil, C.A., Banco Universal and its affiliated unions, which made it possible for Mercantil’s workers to have a Collective Bargaining Agreement that gives them some very competitive economic and social benefits. Furthermore, relations between bank officials and employees have continued to evolve within the traditional spirit of harmony and cooperation and the Board of Directors wishes to acknowledge them for their efficiency and dedication. Special mention should be made by the Company and its subsidiaries efforts to design and implement ongoing training and development programs to allow all the staff to improve their professional level and keep their knowledge up to date. A n n u a l Re p o r t 2 0 0 9 18 In March, for the fourth time running the Great Place to Work® Institute, recognized the Mercantil, C.A., Banco Universal subsidiary as the only financial institution on the list of the companies in Venezuela with the best working environment, based on the results of surveys conducted by the Institute on the Company’s organizational climate and its HR management practices. For the second time Mercantil Seguros was acknowledged in the fourth Organizational Climate Survey conducted by the Great Place to Work® Institute, coming in at sixteenth and being the only company in the insurance sector to be included in the ranking. Pursuant to a Resolution passed by the Venezuelan Securities Commission (CNV), according to form CNV-FG-010, Bs 3,257,075.97 in remunerations were paid to Company’s Directors and Executives during the second semester. During 2009, a number of Alternate Directors attended Board meetings, either standing in for Directors in their absence, or as invitees. On the occasion of the President’s and the Executive President’s temporary absences, some of the Executive President’s functions were delegated to members of the Executive Committee. Yours sincerely, Gustavo A. Marturet Alejandro González Sosa Gustavo J. Vollmer H. Alfredo Travieso P. Luis A. Romero M. Gustavo J. Vollmer A. Jonathan Coles W. Víctor J. Sierra A. Roberto Vainrub A. Miguel Ángel Capriles López Mercantil Servicios Financieros 19 MARGOT, RÖMER MARGOT RÖMER Emblema vacío #5 • 1995 Oil and lithographic ink on canvas • 110 x 200 cm Born in Caracas, Venezuela (1938-2005). Attended the Escuela Cristóbal Rojas,the Centro de Enseñanza Gráfica de Caracas and the Taller de Grabado Luisa Palacios. Her searches led her to propose plastic experimentations inspired by the novel samplings of popular culture and the critical content of American pop art in response to the commercial exploitation of abstract expressionism. Statutory Auditors’ Report Caracas, February 26, 2010 To the Shareholders of Mercantil Servicios Financieros, C.A. Dear Shareholders, In our capacity as the Company’s Statutory Auditors, and in conformity with the provisions of Articles 287 and 311 of the Commercial Code, the Article 128 of the Capital Market Law and the Professional Standards relating to Statutory Auditors, we are pleased to inform you that we have examined the consolidated balance sheet of Mercantil Servicios Financieros, C.A. and its subsidiaries at December 31, 2009 and the related consolidated income statements and statement of shareholders’ equity and cash flows for the period then ended. The preparation of these financial statements and their notes is the responsibility of the Management. Our responsibility is to express an opinion on these financial statements based on our audits. We were appointed by The Ordinary General Meeting of Shareholders, which we attended, on September 25, 2009. Our examination was conducted in accordance with generally accepted auditing standards and as such included selective tests of the accounting records and other audit procedures we deemed necessary under the circumstances. We have also taken into account the Report of external auditors Espiñeira, Sheldon y Asociados for the same period, which should be treated as an integral part of this report, with whose content we agree, and which we attach hereto. Based on our analysis, we can confirm that the Company maintains adequate controls over its loan and investment portfolios which are subject to ongoing analysis and monitoring so that the appropriate provisions can be created. The Company also maintains the provisions prescribed in its Bylaws and declares and pays the dividends to which it is obligated under its Bylaws and the Law. Further, the Company’s internal accounting controls and policies justify our view that there is no current or potential risk of conditions that are likely to weaken its financial position. In our opinion, the aforementioned consolidated financial statements present fairly the financial position of Mercantil Servicios Financieros, C.A. and its subsidiaries at December 31, 2009 and the results of their operations and cash flows for the period then ended, in conformity with the Venezuelan Securities Commission (CNV). The Company presents the consolidated financial statements in inflation-adjusted values as supplemental information. Yours sincerely, Leopoldo Machado Espinoza Umberto Chirico Statutory Auditor Alternate Statutory Auditor Encl. Report of “Espiñeira, Sheldon y Asociados”. Mercantil Servicios Financieros 21 RAFAEL BARRIOS RAFAEL BARRIOS Trifásica levitante • 1987 Lacquered iron • 177 x 142 x 50 cm Born to Venezuelan parents in Louisiana, USA in 1947. Graduated in Art, Communication and Design from the Ontario College of Art in Toronto, Canada. Winner of some important national and international awards. His sculptural work is a testimony to his own ideas about man’s space and place as a prime reference. Financial Statements (Pursuant to the standards of the Venezuelan National Securities Commission - CNV) Balance Sheet Unconsolidated (in thousands of Bs.) 2009 2008 2007 Year Ended bolivars bolivars bolivars 7,682 5,229,544 36,751 5,273,977 15,908 4,333,012 66,258 4,415,178 6,543 3,881,759 100,520 3,988,822 Total Liabilities 326,009 68,158 394,167 191,374 134,764 326,138 394,968 186,240 581,208 Shareholders’ Equity 4,879,810 4,089,040 3,407,614 Total Liabilities and Shareholders’ Equity 5,273,977 4,415,178 3,988,822 Assets Cash and Due from Banks Investment Portfolio Other Assets Total Assets Liabilities and Shareholders’ Equity Unsecured Bonds and Commercial Papers Other Liabilities Income Statement Unconsolidated (in thousands of Bs.) 2009 2008 2007 Year Ended bolivars bolivars bolivars 4,018 15,440 23,470 967,357 971,375 1,170,764 1,186,204 916,787 940,257 (132,360) (43,323) (175,683) (159,628) (67,589) (227,217) (89,988) (66,936) (156,924) 795,692 958,987 783,333 Income Financial Income Equity Investments in subsidiaries Total Income Expenses Operating Financial Income Tax Total Expenses Net Income Alejandro González Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo A. Marturet Executive President Global Chief Financial Officer Corporate Comptroller President Mercantil Servicios Financieros 23 Consolidated Balance Sheet (In thousands of Bs and millons of US$) Year Ended 2009 2009 2008 2007 2006 2005 US$ (1) bolivars bolivars bolivars bolivars bolivars 374 3,578 17 260 191 0 801,598 7,673,511 36,820 557,517 410,612 0 692,405 6,112,488 31,819 559,096 343,301 (8) 422,006 5,213,551 4,238 110,590 378,624 (315) 346,024 2,911,146 2,867 60,277 499,530 (230) 279,218 1,245,753 2,654 99,434 303,895 (186) 4,420 9,480,058 7,739,101 6,128,694 3,819,614 1,930,768 33 4,727 213 9 946 620 71,772 10,136,710 456,373 19,971 2,029,133 1,330,133 56,581 5,587,336 641,453 45,088 8,113,010 128,188 260,393 5,910,348 1,096,678 33,520 3,995,194 176,074 398,438 6,272,875 657,125 16,294 4,305,053 309,436 122,553 5,769,223 812,221 76,512 3,096,957 123,179 6,549 14,044,092 14,571,656 11,472,207 11,959,221 10,000,645 137 293,880 312,012 324,579 92,808 0 Current Restructured Past-Due In Litigation 12,598 41 398 33 27,017,149 87,870 854,373 71,056 22,229,944 49,413 541,868 24,219 19,545,543 24,644 116,978 7,779 14,726,303 28,414 103,767 7,283 11,457,264 30,583 31,723 4,531 (Allowance for losses on Loan Portfolio) 13,070 ( 416) 12,654 28,030,448 ( 892,725) 27,137,723 22,845,444 ( 626,329) 22,219,115 19,694,944 ( 356,452) 19,338,492 14,865,767 ( 293,500) 14,572,267 11,524,101 ( 229,404) 11,294,697 141 71 24 228 523 301,846 153,336 51,453 490.039 1,122,383 322,388 92,556 25,243 514,814 1,032,992 245,939 57,318 22,462 426,255 1,033,606 186,174 36,784 5,068 319,368 725,663 157,619 26,107 6,633 267,556 590,483 24,748 53,074,810 46,829,877 39,049,552 31,716,967 24,274,508 Assets Cash and Due from Banks Cash and Due from Banks Central Bank of Venezuela Venezuelan Banks and other Financial Institutions Foreing Banks and Other Financial Institutions Pending Cash Items (Allowance for Cash and Due from banks) Invesments Portfolio Invesments in Trading Securities Invesments in Securities Available-for-Sale Invesments in Securities Held-to-Maturity Share Trading Portfolio Invesments in Time Deposits and Placements Restricted Investments and Repos Financial Direct Assets Loan Portfolio Interest and Commissions Receivable Long-Term Investments Assets Available for Sale Property and Equipment Other Assets Total Assets (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Alejandro González Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo A. Marturet Executive President Global Chief Financial Officer Corporate Comptroller President A n n u a l Re p o r t 2 0 0 9 24 Consolidated Balance Sheet (In thousands of Bs and millons of US$) Year Ended Liabilities and Shareholders’ Equity 2009 2009 2008 2007 2006 2005 US$ (1) bolivars bolivars bolivars bolivars bolivars 4,849 5,704 6,482 2,944 10,398,275 12,232,187 13,902,051 6,315,191 7,789,967 9,642,957 11,427,879 7,350,564 6,644,492 8,188,269 8,777,472 7,677,380 5,128,745 6,221,425 7,160,491 6,736,211 3,326,303 4,670,412 5,316,585 6,166,201 19,980 42,847,704 36,211,367 31,287,613 25,246,872 19,479,501 146 312,394 173,922 356,144 259,087 170,583 146 312,394 173,922 356,144 259,087 170,583 56 0 0 202 170 337 11 1 120,319 0 456 432,673 364,146 722,730 22,999 2,137 112,502 0 2,649 325,443 1,870,860 776,345 61,256 2,904 161,279 72,000 64,597 80,081 588,320 681,983 115,049 3,488 267,726 100,000 163,367 83,711 395,286 581,313 140,046 5,168 176,537 45,000 83,653 189,173 0 261,955 78,422 138,858 777 1,665,460 3,151,959 1,766,797 1,736,617 973,598 13 1,443 114 27,138 3,094,804 244,656 37,751 2,918,561 244,656 47,771 1,936,796 244,656 37,130 1,576,382 268,247 40,080 1,246,326 193,186 22.472 48,192,156 42,738,216 35,639,777 29,124,335 22,103,274 1 2,844 2,621 2,161 3,209 2,708 73 89 95 78 155,976 191,709 203,894 166,715 155,976 191,709 201,279 166,715 156,479 191,709 201,668 166,715 107,717 191,709 52,304 166,715 113,352 191,709 53,890 166,715 131 1.829 ( 14) 280,144 3,922,188 ( 29,319) 279,497 3,273,354 ( 16,515) 273,672 2,447,230 ( 12,900) 267,820 1,823,396 ( 13,950) 275,270 1,492,805 ( 139,197) ( 18) ( 37,820) ( 32,472) ( 29,127) ( 25,170) ( 25,292) 12 26,323 (130,503) 12,168 18,882 39,274 2,275 4,879,810 4,089,040 3,407,614 2,589,423 2,168,526 24,748 53,074,810 46,829,877 39,049,552 31,716,967 24,274,508 Liabilities Deposits Non-Interest Bearing Checking Accounts Interest Bearing Cheking Accounts Saving Deposits Time Deposits Debt Authorized by the National Securities Commission Publicly Offered Debt Securities Financial Liabilities Obligations with Banks and Savings and Loan Institutions In Venezuela up to one year In Venezuela for more than one year Abroad up to one year Abroad for more than one year Financial liabilities indexed to Securities Liabilities Under Repurchase Agreements Other Liabilities up to one year Other Liabilities for more than one year Interest and Commissions Payable Other Liabilities Subordinated Debt Total Liabilities Minority Interest in Consolidated Subsidiaries Shareholders’ Equity Capital Paid-Up Capital Maintenance of Paid-In Capital Premium for Issuing Stock Capital Reserves Adjustment for Conversion of Net Assets by Subsidiaries Abroad Retained Earnings Shares Repurchased and Held by Subsidiaries Repurchased shares restricted for employees´ stock option plan Unrealized Gain from Adjustment at Market Value of Investments Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Alejandro González Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo A. Marturet Executive President Global Chief Financial Officer Corporate Comptroller President Mercantil Servicios Financieros 25 Consolidated Income Statement (In thousands of Bs and millons of US$) Year Ended 2009 2009 2008 2007 2006 2005 US$ (1) bolivars bolivars bolivars bolivars bolivars Income from Cash and Due from Banks Income from Investment Portfolio Income from Loan Portfolio Income from Financial Assets 5 512 1,627 20 11,179 1,099,090 3,488,723 42,019 33,787 957,586 3,450,762 31,951 11,525 796,618 2,218,304 29,838 16,505 678,562 1,585,296 1,132 9,176 618,697 1,043,729 0 Total Interest Income 2,164 4,641,011 4,474,086 3,056,285 2,281,495 1,.671,602 Interest on Demand and Savings Deposits Interest on Time Deposits Interest on Securities issued by the institution Interest on Financial Liabilities (609) (105) (58) (79) (1,305,262) (226,191) (124,809) (170,204) (1,059,657) (428,639) (153,584) (156,442) (532,103) (392,150) (88,407) (30,703) (361,659) (374,582) (29,180) (77,289) (227,307) (324,709) (17,240) (66,220) Total Interest Expenses (852) (1,826,466) (1,798,322) (1,143,363) (842,710) (635,476) Net Interest Income 1,313 2,814,545 2,675,764 1,912,922 1,438,785 1,036,126 Provision for Losses on Loan Portfolio Expense for Devaluation of Investments in Available-for-Sale Securities (354) (759.658) (473.188) (126,897) (108,378) (66,215) (16) (34.993) 0 0 0 0 942 2,019,894 2,202,576 1,786,025 1,330,407 969,911 Trust Fund Operations Foreing Currency Transactions Commissions on Customer account Transactions Commissions on Letters of Credit and Guarantees Granted Equity in Long-Term Investment Exchange Gains Income on Sale of Investments Securities Other income 23 1 108 9 30 1 93 380 48,265 2,106 230,693 19,138 64,774 2,350 198,947 814,311 42,673 3,067 183,740 31,113 66,478 (8,890) 258,919 634,718 40,682 3,765 181,808 32,576 41,333 (1,537) 184,632 537,839 38,816 2,020 153,105 24,622 32,909 9,494 149,389 447,496 33,680 1,250 99,250 21,080 22,644 126,427 324,231 309,723 Total Commissions and Other Income 644 1,380,584 1,211,818 1,021,098 857,851 938,285 1,062 (910) 2,278,612 (1,952,257) 1,666,930 (1,391,018) 1,061,618 (885,954) 675,611 (562,175) 443,353 (341,618) 152 326,355 275,912 175,664 113,436 101,735 1,738 3,726,833 3,690,306 2,982,787 2,301,694 2,009,929 (639) (1,370,994) (1,155,761) (904,364) (734,526) (514,299) (167) (90) (426) (357,952) (192,011) (912,805) (293,118) (144,533) (952,166) (225,053) (113,320) (776,798) (169,523) (77,280) (643,990) (148,955) (53,868) (487,282) (1,321) (2,833,762) (2,545,578) (2,019,535) (1,625,319) (1,204,404) 417 893,071 1,144,728 963,252 676,375 805,527 (45) 0 ( 96,890) 0 ( 192,181) 7,068 ( 188,552) 9,183 ( 124,699) 5,938 ( 80,138) (2,721) ( 45) ( 96,890) ( 185,113) ( 179,369) ( 118,761) ( 82,859) Minority Interest (0) ( 489) ( 628) ( 550) ( 1,880) ( 1,090) Net Income for the Year 371 795,692 958,987 783,333 555,734 721,578 Interest Income Interest Expenses Net Financial Margin Commissions and Other Income Insurance Premiums. Net of Claims Premiums Claims Total Insurance Premiums. Net of Claims Operating Income Operating Expenses Salaries and Employee Benefits Depreciation, Property and Equipment Expenses, Amortization of Intangibles and Other Fees Paid to Regulatory Agencies Other Operating Expenses Total Operating Expenses Net before Income taxes, Extraordinary items and Minority Interest Taxes Current Deferred Total Taxes (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003 Alejandro González Alfonso Figueredo Davis Isabel Pérez Sanchis Gustavo A. Marturet Executive President Global Chief Financial Officer Corporate Comptroller President A n n u a l Re p o r t 2 0 0 9 26 ADRIÁN, PUJOL ADRIÁN PUJOL El Ávila desde Altamira II • 1994 Acrylic on canvas • 130 x 176 cm ERNESTO LEÓN ERNESTO LEÓN Turpial Vegetal • 1985 Acrylic and oil on wood (veneer) • 110 x 122 x 0.4 cm Born in Caracas, Venezuela in 1956. Studied art in Madrid, Mexico, Caracas and New York. Has won many awards during his career. The approach he takes to depict detaches itself from academic truth. He proposes a new iconography. The setting responds to the social, geographic, historic and cultural contrasts of the place that from which it stems. Economic Climate Global The global economy regained momentum in the second half of the year, driven by the successful performance of a large proportion of the emerging economies, especially the Asian giants like China and India which grew 8.2% and 5.2%, respectively during the year. The OECD countries’ recovery which was much slower and less marked, was underpinned by the counter-cyclical effects of the monetary and fiscal policies implemented, by a slight rebound in trade and by consumer spending. Initially the global economy’s GDP could fall around 1% during the year, but performance is likely to be very asymmetric. The GDP of the developed economies as a whole, which were directly affected by the financial markets, fell 3.4 percentage points, contrasting with around 2% growth in the emerging countries and the developing economies. Signs of an improvement towards year end justified a gradual shift in economic diagnoses and consolidate the hypothesis that the worst of the crisis is over. However, considerable asymmetries between the performance of one economy and another, still latent signs of risk in credit markets (commercial real estate) and the need to make additional adjustments to the balance sheets of over-indebted households, indicate that the world economy is not exempt from risk. United States After four consecutive quarters of falling growth rates, the US economy entered a phase of recovery, beginning in the third quarter of 2009 when the GDP registered a 2.2% deseasonalized variation. Although no data is yet available on fourth quarter GDP growth, preliminary estimates suggest around 3.7% growth. This would point to a GDP variation of -2.5% during the year, quite a lot steeper than the downturns seen in the 1991 recession (-0.3%) and the 1982 recession (-2%). Certainly, the monetary and fiscal policy actions, which have been broadly expansive in the United States, are key to explaining why the economy picked up in the second half of the year. It is important to note that during the year the Federal Reserve kept short-term interest rates on the track at an annual average of 0.13%. A fiscal stimulus program of around US$ 65 billion was executed during the fiscal year (October 2008 to October 2009) concentrating on tax credits and unemployment benefit. An acute depreciation of the dollar also helped to boost export growth in the last two quarters (17.% and 4.7% respectively). Despite the still prevalent negative perception of the labor market (with unemployment up 10%), the concentration of new risks in the commercial real estate sector and the likelihood of households undergoing a continued period of deleveraging, have been affecting credit market volumes. Mercantil Servicios Financieros 29 Latin America The international financial crisis interrupted post-2003 regional growth, when total GDP declined 1.8% and per capita GDP by 2.8% (versus 4.1% and 3% respectively in 2008), although towards the second half of the year signs the real sector looked set to recover. As domestic demand weakened, inflation dropped to 4.5% (8.3% in 2008). Unemployment rebounded to 8.3% (7.4% in 2008), still low compared to the average for the decade, and with few exceptions real salaries continued their upwards trend. This negative growth of regional GDP was mainly due to a fall in export volume (-9.6%) and export value (-23.4%), compounded in some countries by a decrease in immigrants’ remittances, tourism revenue and credit. Poorly performing BOP current account flows resulted in a deficit of 0.5% of GDP, similar to the 0.6% registered in 2008. With the exception of government spending, which responded to counter-cyclical measures, the other components of aggregate demand fell, leading to a total decline of 4% in domestic spending. This fiscal effort, reinforced by the fall in tax revenue due both to the recession and the fall in the export values, pushed the primary fiscal balance from a surplus equivalent to 1.4% of GDP in 2008 to a primary deficit of 1% of GDP in the year just ended. Taken in perspective, everything points to the likelihood of an economic recovery in the region of 4.3% in 2010, although there is still reasonable doubt as to the ability to sustain this expansion for longer. Venezuela The Venezuelan economy, as is the case in the rest of Latin America, closed its five-year cycle of sustained expansion with a 2.9% decline in economic activity in 2009 (+4.8% in 2008). As has been the norm while the fixed exchange rate has been in place, the worst performance registered was in non-oil tradable activities, which decreased 5.1%, while non-tradable activities were down by just 0.8%. Unemployment closed the year at 6.6% (6.1% during the same period in 2008). On the expense side, domestic aggregate demand declined 8.1% (compared with 5.5% growth the previous year) as a combined result of a decreases of 2.6% in consumer spending (+7.1% in 2008) and 7.6% in fixed capital formation (-3.3% in 2008), and a 2.1% (6.7%) expansion of government spending which was unable to reverse the effect of the contraction of the other components of aggregate demand. Accumulated inflation to December 2009, measured through the Consumer Price Index, was 25.1% (30.9% the previous year), with a slowdown in the rate at which prices vary that is consistent with the reduced pressure from aggregate demand and a less expansive (particularly fiscally sourced) liquidity. A n n u a l Re p o r t 2 0 0 9 30 Venezuelan oil basket prices declined from US$ 99.6/bbl in 2008 to US$ 61.7/bbl in 2009. Despite imports falling by about US$ 10 billion, the drop in the value of exports reduced the balance of trade surplus from US$ 45,656 in 2008 to US$ 22,583 million at the close of 2009. This balance was not sufficient to offset deficits of US$ 10,006 million in the Service Account and US$ 15,331 million in the Capital and Financial Account which, added to the negative balance resulting from Errors and Omissions, brought the global Balance of Payments deficit to US$ 7,297 million. Fiscal management contracted still further than 2008. Primary real per capita spending, which had fallen -5.3% in 2008, was down again in 2009, this time by 15.4%, in response to the negative external shock. Despite this, the unfavorable behavior of ordinary revenue, especially non-oil income, brought the Central Government’s financial deficit of -1.2% in 2008 to -5% in 2009. Monetary liquidity grew 21.6% in 2009 (26.8% in 2008), so that after taking inflation into account, payment methods in real terms fell 4.2% (exceeding the real decline of 3.9% in 2008). This behavior, which was significantly influenced by the fiscal adjustment, was in spite of the Venezuelan Central Bank’s expansive monetary policy , and was reflected in a decrease in the availability of regulated securities (CDs and Repos) from Bs 22.7 billion at the close of 2008 to Bs 10.2 billion in 2009, along with a reduction in the cost of financial aid (repurchases, advances and rediscounts) from 33.5% to 29.5% and of absorption operations by 6%, and 7% for 28-day and 56-day securities. Deposit rates averaged 13.5% and 16.2% for savings and term investments respectively, versus averages of 13.8% and 16.1% Summary of Economic Performance 2008 2009 during 2008. Lending rates averaged 20.7%, 254 basis points less than 2008 average. In real terms, both lending and deposit rates Percentage variation of Gross Domestic Product% Total Oil Sector Non Oil Sector 4.8 2.5 5.1 -2.9 -6.1 -1.9 Exchange Rate. Bs./US$ Year End Average 2.15 2.15 2.15 2.15 - - Inflation Cumulative Variation Annualized Variation 31.9 36.8 26.9 17.2 Interest Rates. Year Ended Average Lending rates (6 main Banks) 90 day Time Deposits (6 main Banks) 21.7 17.6 18.9 15.0 registered negative values of -4.9% and -8.5%, respectively (versus Exchange Rate Variation % Year End Average -6.3% and -12% respectively in 2008). Source: Central Bank of Venezuela and own calculations Mercantil Servicios Financieros 31 ANTONIO LAZO ANTONIO LAZO Desnudo y paisaje • 1989 Acrylic and charcoal on canvas • 240 x 300 cm Blas Antonio Graterol Lazo was born in Caracas in 1943. A multifaceted artist with solid training and teaching experience. From his travels around North and South America and Europe he has taken an iconographic alphabet whose roots lie in universal cultures, and incorporated them into his paintings and drawings which, influenced by the Italian Trans-Avantgarde, break down the sense of art itself both formally and conceptually . Strategic Positioning Mercantil has been implementing a global business strategy based on the development of value proposals differentiated by client segment that aim to satisfy their banking, insurance and investment needs. This strategy is aligned with and based on the Company's corporate vision, long-term strategic vision and principles and values. Principles and Values Mission To fulfill the needs of the individuals and communities where Mercantil has presence by providing excellent financial products and services in various market segments, enhancing shareholder’s value • To be the best provider of financial products and services, measured by the degree of satisfaction of our customers’ needs. • To be a modern and innovative institution, capable of anticipating the needs of our customers and the actions of our competitors. • To be the financial institution of reference in terms of service quality. • To develop a high quality risk and asset and liability management. by efficiently using our available • To stay focused on operational efficiency, using technology to support the management processes. resources. • To have the best and most capable staff. Vision To be the independent financial institution of reference in the areas of banking, asset management and insurance, in the markets where we serve. • To be a solidary institution and an important factor in the development of the communities where we operate. • To be recognized as an institution with proven and solid ethical principles. • To have a broad stockholding base and be governed by the best principles of transparency and access to information required by our shareholders and the securities market. All year round Mercantil continued to make headway in its efforts to improve quality of service for its customers through a timely and efficient response to their financial needs and by providing them with the best products and services available through our network of offices and electronic channels, incorporating new electronic banking functionalities and improving internal process and customer services at banking centers. In turn, expanding the cross-selling of insurance, trust fund, investment and brokerage products to traditional banking clients, creates a tighter bond with our customers and increases our knowledge and awareness of their needs. On an international scale, we are continuing to strengthen our local activity and presence in the United States and Panama, developing new strategies to enable us to grow and diversify our banking and investment services businesses and leveraging our operations in Europe, Latin American and Asia. It is precisely there that our activity has been crucial for developing the foreign trade, international private banking and investment services businesses. So, by making major enhancements to our customer service model and our network of banking centers in the United States, we aim to raise quality of service and operational efficiency levels to provide greater satisfaction for our customers. We intend to do all of the above while complying strictly with the regulations in force in the countries in which we operate, maintaining a strong level of capitalization and heeding the principles of transparency and sound management which, for Mercantil, are key to its strategic positioning, to the nature of the institution and to its daily activity. Mercantil Servicios Financieros 33 JORGE PIZZANI JORGE PIZZANI Overscape • 1988 Oil on jute • 186 x 240 cm Born in 1949 in Acarigua, Portuguesa state. Studied at the Neumann Foundation’s Instituto de Diseño and then at the Centro de Enseñanza Gráfica in Caracas. His paintings and drawings bring out his immense expressive vitality. He began by creating anthropomorphic figures, later breaking up his figures to emphasize the supremacy of gesture. During the 80's he focused on landscapes, a theme which, along with faces, will prevail throughout his artistic career. Winner of numerous recognitions, among them the Salón Avellán award of the Museo de Arte Contemporáneo de Caracas. Management Discussion and Analysis Balance Sheet A summarized balance sheet for 2009 is shown below and the main variations by comparison with 2008 are commented on: Summary of Consolidated Balance Sheet Year end (In thousands of Bs and millions of US$ except percentages) 2009 Vs. 2007 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars 24,748 53,074,810 46,829,877 39,049,552 6,244,933 13.3 14,025,258 35.9 6,549 14,044,092 14,571,656 11,472,207 (527,564) (3.6) 2,571,885 22.4 Loan Portfolio, Net 12,654 27,137,723 22,219,115 19,338,492 4,918,608 22.1 7,799,231 40.3 Deposits 19,980 42,847,704 36,211,367 31,287,613 6,636,337 18.3 11,560,091 36.9 Shareholders’ Equity 2,275 4,879,810 4,089,040 3,407,614 790,770 19.3 1,472,196 43.2 Trust Fund Assets 4,523 9,699,922 8,605,247 8,006,657 1,094,675 12.7 1,693,265 21.1 Total Assets Investment Portfolio (1) 2009 Vs. 2008 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. The audited financial estatements and their notes can be found annexes to this report. The accounting standars used are summarized at the end of this chapter. Total Assets Total assets are Bs 53,075 million (US$ 24,748 million)1, representing annual growth of 13.3%. At December 31, 2009 the total consolidated assets of the Mercantil Banco Universal Assets by Currency (including overseas agencies) registered Bs 5,939 million (18.9%) year-on-year growth from to Bs 53,075 million (US$ 24,748 million)1 Year 2009 Bs 37,333 million (US$ 17,408 million)1 to Bs 31,394 million (US$ 14,639 million)1. At year end Mercantil Banco Universal ranks second in the Venezuelan financial system in terms of total assets with a 10.5% market share, while the leading institution has 12.3% and the country’s four largest banks account for 39.3%. The Mercantil Commercebank Florida Bancorp subsidiary (a holding of Mercantil Commercebank, N.A.) posted US$ 5,948 million1 (Bs 12,756 million) in total assets, down 0.8% from the US$ 5,998 million1 (Bs 12,863 million) registered in December 2008. Mercantil Seguros registered Bs 2,184 million (US$ 1,019 million)1 in total assets, reflecting Bs 626 million (23%) year-on-year growth compared with Bs 1,558 million (US% 726 million) at the close of 2008. (1) Bolivars 71% US Dollars 29% Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Mercantil Servicios Financieros 35 The Swiss subsidiary, Mercantil Bank (Schweiz) A.G., registered US$ 330 million1 (Bs 708 Investments in Securities by Issuer million), in total assets at the close of December 2009, similar to the levels at the end of 2008, Bs 14,044 million (US$ 6,549 million) 1 Year 2009 year-on-year growth compared with US$ 775 million1 (Bs 1,662 million) at the end of 2008. while its assets under management totaled US$ 815 million1 (Bs 1.748 million) reflecting 5.2% Investment Portfolio At the close of 2009, investments totaled Bs 14,044 million (US$ 6,549 million)1, down Bs 528 million (3.6%) from Bs 14,572 million (US$ 6,794 million)1 in 2008. This variation includes: a) 3.9% reduction in the domestic operation, and b) 0.3% growth of the overseas operation in dollar terms. Total investments in Securities Issued or Guaranteed by the Venezuelan nation (excluding the BCV) represent 0.8 times Mercantil’s equity and 7.8% of its assets. These securities are 0.8 times Mercantil Banco Universal’s equity and represent 7.6% of its assets. According to Venezuelan Central Bank 22% U.S. Government 23% U.S. Government Sponsored Agencies 17% International Private Sector information obtained from the Ministry of Economics and Finance at June 30, 2009, Mercantil holds 3.8% of the public debt securities issued by the Venezuelan State . Investments by maturity and yield at December 31, 2009 are broken down as follows: 4% Venezuelan Government 29% Venezuelan Private Sector 5% Investments by Maturity and Yield (in millions of Bs. except percentages) Trading Maturity (years) 2 Market Value Amortized cost The yield of securities is based on amortized cost at year-end. Yield is calculated by dividing income from securities (including premium amortization or discounts) by amortized cost or market value. 5 Bs 1.831 are Central Bank placements with less than 60 days maturity. Bs. 2 Bs. Less than 1 From 1 to 5 Over 5 Available for Sale Bs. 2 Held to Maturity %4 Bs. 3 1,473 2,078 312 9.0% 12.1% 8.5% 101 772 5,401 10,137 5.0% 4.6% 5.1% %4 158 9.6% 159 6.7% 22 106 11 456 1.4% 2.6% 8.4% Shares Bs. 2 Time Deposits and Placements Restricted Investments Bs. 2 TOTAL Bs. 2 % 1,903 5 6.1% 1,288 5.9% 4,822 2,078 491 117 0.5% 9 2,029 0.4% 8 2 32 1,330 0.2% 4.9% 6.2% 320 880 5,453 14,044 %4 20 3 4 US$ Less than 1 From 1 to 5 Over 5 72 72 20 Investments at December 2009 by company, by issuer and by currency are distributed as follow: Breakdown of Investments by Issuer and Currency at December 31, 2009 (In millions of Bolivars and US$, except percentages) U.S. U.S. Agencies Int’l Venezuelan Venezuelan Central Government Private Government Private Bank Venezuelan Bolivars Mercantil Banco Universal Mercantil Seguros and others Total Bs. 1 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. 6 Bs 492 million include US$ indexation clause. US Dólares Mercantil Banco Universal Mercantil Commercebank Florida Bancorp Mercantil Seguros and others Total US$ Breakdown % A n n u a l Re p o r t 2 0 0 9 36 Totales Bs. 0 0 24 2,518 6 1,160 3,678 60 64 18 151 0 6,038 1,352 7,390 Totales en US$ 1 293 0 1,347 106 1,513 939 81 1,084 44 220 282 0 55 206 0 18 18 2.330 480 3,103 21.8% 23.1% 16.5% 4.5% 29.3% 4.8% 100.0% 3,057 3,057 24 439 192 631 Loan Portfolio Loan Portfolio by Business Segment At year end net loans totaled Bs 27,138 million (US$ 12,654 million)1, up 22.1% compared with a consolidated level of Bs 22,219 million (US$ 10,361 million)1 in 2008. This variation includes: Bs. 27,138 million (US$ 12,654 million)1 Year 2009 a) 22.8% growth of the domestic operation, and b) 0.7% reduction of the overseas operation in dollar terms. The ratio of Past-due and Nonperforming Loans to Gross Loans was 3.3%. At Mercantil Banco Universal this indicator is 0.9%, compared with 2.4% for the Venezuelan financial system and 10.2% at Mercantil Commercebank (12.5% nonperforming loans). At December 31, 2009, 96.4% of Mercantil’s loan portfolio was outstanding. The allowance for losses on loan portfolio covers 96.5% of Past-due and Nonperforming Loans; this indicator is 378.9% at Mercantil Banco Universal and 22.5% at Mercantil Commercebank. Mercantil Banco Universal is Venezuela's leading bank in terms of tourism, and manufacturing loans, and mortgages under the Mortgage Debtor Law (Ley Especial del Deudor Hipotecario), Large Corporations 22% with market shares of 16.3%, 20.3% and 16.9%, respectively. It also ranks second in terms of SME’s 46% Gross Loans and Agricultural Loans with market shares of 13.1% and 13.0% respectively. Individuals 32% Mercantil Banco Universal’s loan portfolio at the close of 2009 was broken down as follows: Bs 20,040 million (US$ 9,345 million)1, reflecting 31.9% year-on-year growth compared to Bs 15,190 million (US$ 7,083 million)1 in 2008. Percentage of Mercantil Banco Universal’s required loan portfolio for each Sector of the economy and applicable interest rates Dec-09 Sector Agriculture Mortgage Percentage of Compliance Calculated on the average gross loans at 12/31/2008 and 12/31/2007. Monthly Compliance. Maximum per customer 5% of the current portfolio. Requires the monthly increase of new customers. Loan Portfolio must be distributed among priority and non-priority items according to the Ministry of Agriculture and Land. 2 % reached % required Set weekly by the Central Bank (BCV). At 12/31/2009 this is 13%. 24.0%4 21.0% 10.0% Set semi-annually by the Housing and Habitat Ministry, based on the weighted average lending rate of leading banks in Venezuela. The social interest rate is currently set in relation to borrowers’ total family income and is between 4.66% and 14.39%. 3.0% Within minimum and maximum rates established by the Central Bank. At 12/31/2009 the rate can not be higher than 24%. 3.0% Each month the Central Bank of Venezuela sets a preferential rate for the sector. At 12/31/09 it is 16%, but in some cases the Law on Credit for the Tourism Sector provides that it can be as low as 13%. Calculated on the gross loan portfolio at 12/31/2008, distributed as follows: 6% in long-term loans and 4% in shortterm loans. Annual Compliance. 14.3% 3% Calculated on the gross loan port- Microcredits folio at 06/30/2009. Monthly Compliance. 3.4% Tourism 1 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003”. 2 At 12/31/2009 primary agricultural loans were 84.4% (81.2% for priority items and 3.1% for non-priority items). 3 The Banks must earmark at least 10% of their gross loan portfolio for manufacturing activities at December 31, 2009. 4 Includes Agricultural Bonds issued by the State under the agricultural portfolio quota. Industrial Calculated on the gross loan portfolio at 12/31/2008. In September 2009 the Ministry of Tourism stipulated that banks must earmark 3% of their loan portfolio for the tourism sector. Calculated on the gross loan portfolio at 03/31/2009. Monthly Compliance. Mercantil Servicios Financieros 37 Interest rates applicable at December 2009 3.2% Set by the Central Bank at 19%. 16.2% 3 10.0% At the close of 2009, Mercantil Commercebank Florida Bancorp’s net loans totaled US$ 3,255 million1 (Bs 6,981 million). This was US$ 212 million1 (Bs 36 million) 7.0% more than the US$ 3,043 million1 (Bs 6,526 million) recorded at the end of 2008. This portfolio is made up primarily of commercial loans, mortgages and corporate credits. Loan Portfolio Classified by Status Year end (In thousands of Bs, except percentages) Current Restructured Past Due In Litigation Total Gross Loans 2009 % 2008 % 2007 % bolivars bolivars bolivars 27,017,149 87,870 854,373 71,056 28,030,448 96.4 0.3 3.1 0.2 100.0 22,229,944 49,413 541,868 24,219 22,845,444 97.3 0.2 2.4 0.1 100.0 19,545,543 24,644 116,978 7,779 19,694,944 99.2 0.1 0.6 0.1 100.0 Deposits Deposits by Business Segment Deposits reached Bs 42,848 million (US$ 19,980 million)1 at the close of 2009, exceeding the Bs 42,848 million (US$ 19,980 million)1 Year 2009 consolidated level of Bs 36,211 million (US$ 16,884 million)1 registered at the close of 2008 by 18.3%. This variation includes: a) 18.8% growth of the domestic operation, and b) 0.5% reduction of the overseas operation in dollar terms. Mercantil Banco Universal in Venezuela is the leading institution in the national banking system with a 19.6% share of the savings deposit market; it also ranks second in terms of total deposits including investments sold under repurchase agreement, with 11.3% of the market At the close of 2009, Mercantil Banco Universal’s deposits registered 26.8% growth, from Bs 25,389 million (US$ 11,839 million)1 in 2008 to Bs 32,197 million (US$ 15,013 million)1 . Mercantil Commercebank’s deposits at December 31, 2009 totaled US$ 4,729 million1 (US$ 10,142 million), reflecting a 2.3% reduction of US$ 110 million1 (Bs 929 million) compared with Large Corporations 25% SME’s 22% Individuals 53% US$ 4,8391 million (Bs 10,379 million) at the end of 2008. Shareholders’ Equity At December 31, 2009 shareholders’ equity registered 19.3% year-on-year growth from Bs 4,089 million (US$ 1,906 million)1 to Bs 4,880 million (US$ 2,275 million)1. The variation is mainly due to: Bs 796 million in 2009 earnings; Bs 157 million increase from adjusting available-forsale investments to their market value and Bs 147 million reduction for cash dividends paid out and for allowances for the minimum cash dividend payable in 2010, in keeping with the provisions of the Capital Market Law; Bs 13 million from share buybacks in accordance with the repurchase program approved, and Bs 3 million for shares repurchased and restricted under the employee stock option plan. 1 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2,1446/1US$. Exchange control has been in place in Venezuela since February 2003. A n n u a l Re p o r t 2 0 0 9 38 Mercantil’s Equity/Assets ratio at December 31, 2009 is 9.2% and its Equity/Risk-Weighted Assets ratio 18.3% (minimum requirement 8%), based on the standards of the Venezuelan Securities Commission (CNV) (8.7% and 18.5% at December 31, 2008). For Mercantil Banco Universal, the Equity/Assets ratio is 10.2%2 and the Equity/Risk-Weighted Assets ratio 17.0% at December 31, 2009 (9.1% and 15.2% at December 31, 2008), based on the standards of the Superintendency of Banks in Venezuela. For Mercantil Commercebank, N.A., these indicators are 10.9% and 20.8% respectively, based on the standards of the Office of the Comptroller of the Currency (8.9$ and 16.7% at December 31, 2008). The equity ratios of Mercantil and its subsidiaries exceed the regulatory minimums. Profit and Loss The main variations between the figures for December 31, 2009 and December 31, 2008 are summarized below: 2009 Vs. 2008 Financial Margin Year Ended (In thousands of Bs. and millions of US$ except percentages) (1) 2009 2009 2008 US$(1) bolivars bolivars 2009 Vs. 2007 Increase/ Increase/ 2007 (Decrease) (Decrease) bolivars bolivars % bolivars % Interest Income 2,164 4,641,011 4,474,086 3,056,285 166,925 3.7 1,584,727 51.9 Interest Expense (852) (1,826,466) (1,798,322) (1,143,363) 28,144 1.6 683,103 59.7 Net Interest Income 1,313 2,814,545 2,675,764 1,912,922 138,781 5.2 901,623 47.1 Provision for losses on loan Portfolio (354) (759,658) (473,188) (126,897) 286,470 60.5 632,761 498.6 Expenses for Devaluation of Available-for-Sale Securities (16) (34,993) 0 0 34,993 100.0 34,993 100.0 Net Financial Margin 942 2,019,894 2,202,576 1,786,025 (182,682) (8.3) 233,869 13.1 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Net Interest Income Net Interest Income during 2009 was Bs 2,815 million (US$ 1,313 million)1, 5,2% more than in 2008 when it reached Bs 2,676 million (US$ 1,248 million)1. This variation includes: a) 7.5% growth of the domestic operation, and b) 2.3% reduction of the overseas operation in dollar terms. The increase in net interest income in Venezuela is mainly the result of the increase in financial intermediation from 63.1% at December 31, 2008 to 65.4% at December 31, 2009. The net interest income/average financial assets ratio for 2009 was 7.4%, compared to 7.9% in 2008. 1 2 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2,1446/1US$. Exchange control has been in place in Venezuela since February 2003. Obtained by dividing shareholders’ equity by total assets less investments in National Public Debt securities (DPN) Mercantil Servicios Financieros 39 Allowance for Losses on Loan Portfolio Expenses for Loan Portfolio provisions were recorded at Bs 760 million (US$ 354 million)1. This brings the accumulated provision to Bs 893 million (US$ 416 million)1 as of December 31, 2009 and represents a 3.2% increase in total loans and 96.5% coverage of Past-due and Nonperforming loans. Write-offs for the year under review were Bs 207 million in Venezuela and US$ 128 million abroad. The Mercantil Banco Universal subsidiary recorded Bs 477 million (US$ 222 million)1 in loan portfolio allowances during 2009. This was due to loan portfolio growth and is intended to increase the level of provisions for the agricultural, industrial and construction sectors. The Mercantil Commercebank subsidiary recorded US$ 132 million1 (Bs 283 million) in loan portfolio provisions during 2009, mainly for commercial activities and mortgages for construction and housing. Expenses due to Devaluation of Investments in Available-for-Sale Securities In the year ended December 31, 2009, Mercantil recorded Bs 35 million in the permanent Devaluation of Investments in Available-for-Sale Securities account , mainly due to the difference between the cost of securities represented by the value in the national market at the date of purchase, and the fair value of securities purchased in October 2009 in the international foreign currency-denominated securities market . Distribution of Total Income Bs 4,521 million (US$ 2,108 million)1 Year 2009 2009 2008 Financial Margin 62% 64% Commissions and Insurance Premiums, Net 22% 19% Earnings on sale of Investments in Securities 4% 6% 12% 11% Other Income (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. A n n u a l Re p o r t 2 0 0 9 40 Commissions, Other Income and Insurance Premius Year Ended (In thousands of Bs and millions of US$ except percentages) 2009 Vs. 2007 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars Net Financial Margin 942 2,019,894 2,202,576 1,786,025 (182,682) (8.3) 233,869 13.1 Commissions and Other Income 644 1,380,584 1,211,818 1,021,098 168,766 13.9 359,487 35.2 152 326,355 275,912 175,664 50,443 18.3 150,691 85.8 1,738 3,726,833 3,690,306 2,982,787 36,527 1.0 744,047 24.9 Insurance Premiums, Net of Claims Operating Income (1) 2009 Vs. 2008 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Commissions and Other Income increased 13.9% (Bs 169 million) in 2009 compared to 2008. This was mainly due to: • Bs 59 million (145%) increase in income from the recovery of written-off credits. • Bs 48 million (250.7%) increase due to the valuation of derivatives operations . • Bs 47 million (7.9%) increase in income from commissions, mainly due to the higher volume of transactions. • Bs 22 million (49.6%) income growth from financing insurance policies. • Bs 11 million (126.4%) growth of income due to exchange differences. • Bs 10 million (113.5%) growth of income due to yields from other accounts receivable. • Bs 60 million (23.2%) decline in investment trading activity, because Bs 78 million in provisions were recorded in 2009 as a result of valuing securities in foreign currency at the official exchange rate in force in Venezuela. Insurance premiums, net of commissions, reinsurance and claims totaled Bs 326 million (US$ 152 million)1 in 2009, 18.3% higher than the Bs 276 million (US$ 129 million)1 recorded for 2008. This growth in earnings from the insurance business is mainly due to a 36.7% premium growth to Bs 2,279 million in 2009, and 40.3% earned premium growth to Bs 1,952 million over the same period. The technical result was Bs 86 million (US$ 40 million)1, 50% (Bs 28 million) more than the Bs 58 million (US$ 27 million)1 recorded in 2008. Operating Expenses Year ended (In thousands of Bs. and millions of US$ except percentages) 2009 2008 2007 US$(1) bolivars bolivars bolivars 2009 Vs. 2007 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 24.9 Earnings from Financial Operation 1,738 3,726,833 3,690,306 2,982,787 36,527 1.0 744,047 Operating Expenses (682) (1,462,768) (1,389,817) (1,115,172) 72,951 5.2 347,596 31.2 Personal Expenses (639) (1,370,994) (1,155,761) (904,364) 215,233 18.6 466,630 51.6 (45) (96,890) (185,113) (179,369) (88,223) (47.7) (82,479) (46.0) Minority Interests (0) (489) (628) (550) (139) (22.1) (61) (11.0) Net Income for the Year 371 795,692 958,987 783,333 (163,295) (17.0) 12,359 1.6 Taxes (Current and Deferred) (1) 2009 2009 Vs. 2008 Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Mercantil Servicios Financieros 41 Operating Expenses Operating and personnel expenses registered 11.3% (Bs. 288 million) year-on-year growth, due mainly to: • Bs 215 million (18.6%) rise in Personnel Expenses. Higher expenses include the application of salary increase policies. In Venezuela, Mercantil Banco Universal’s assets/employee ratio rose from Bs 3.9 million in 2008 to Bs 4.9 million in 2009. At Mercantil Seguros, net collected premiums by employee rose from Bs 1.4 million in 2008 to Bs 1.9 million in 2009. The overseas business per employee indicator went from US$ 6.8 million to US$ 7.5 million over the same period. • Bs 65 million (22.1%) rise in Depreciation, Property and Equipment Expenses, Amortization of Intangibles and Others. • Bs 47 million (32.4%) increase in fees paid to regulatory bodies, mainly due to the larger volume of operations. • Bs 39 million (49.5%) reduction in advertising and marketing expenses. The efficiency ratio measured by calculating Operating Expenses as a percentage of Average Assets, was 5.4% in December 2009, versus 5.6% in December 2008. The ratio of Operating Income to Total Income rose 58.4% in December 2009 from 57.7% in December 2008. Over the last 12 months Venezuela registered 26.9% inflation. This variable has a significant effect on Mercantil’s operating expenses. Taxes and Contributions Mercantil and its subsidiaries reported significant expenses for various types of taxes and contributions corresponding to the year ended December 31, 2009. In the case of operations carried out in Venezuela, these included: Bs 88.9 million in estimated Corporate Income Tax payable; Bs 108.4 million in Value Added Tax, Bs 127.2 million in municipal taxes; Bs 126.8 million in contributions Deposit Guarantee and Banking Protection Fund (FOGADE); Bs 36.7 million in contributions to the Superintendency of Banks and Other Financial Institutions, and Bs 6.1 million in contributions to the Superintendency of Insurance. In the case of transactions outside Venezuela, Bs 7.0 million in expenses were recorded for Corporate Income Tax; Bs 3.2 million for municipal taxes and other contributions, and Bs 22.9 million for contributions to the agencies responsible for regulating banking activities. Mercantil Servicios Financieros and its subsidiaries also complied with other contributions provided for in the pertinent legislation. A n n u a l Re p o r t 2 0 0 9 42 Summary of the Accounting Principles Used to Prepare the Financial Statements Venezuelan National Securities Commission (CNV) Mercantil’s financial statements are presented based on the accounting standards of the CNV. A summary of some of the main accounting principles applied is given below: Securities Held for Trading: Unrealized gains or losses • Mercantil Bank (Schweiz) AG, bank in Switzerland and its resulting from differences in fair value due to market subsidiary Mercantil Bank and Trust Limited (Cayman) in the fluctuations are included in the results for the period. Cayman Islands. Available-for-Sale Securities: Recorded at their fair value. Unrealized gains or losses resulting from differences in fair value and exchange rate fluctuations are included in shareholders’ equity. Held-to-Maturity Securities: Recorded at their acquisition cost, adjusted for amortization of premiums or discounts. For all portfolio investments, permanent losses resulting from decreases in fair value, are recorded in the results for the period in which they occur. • Mercantil Bank Curaçao, N.V., bank in Curaçao and its subsidiary Mercantil Bank (Panama), S.A. in Panama. • Mercantil Merinvest, Casa de Bolsa, C.A., a securities brokerage company in Venezuela, Mercantil Servicios de Inversión, C.A. and Mercantil Sociedad Administradora de Entidades de Inversión Colectiva, C.A. Inflation Adjustment Loan Portfolio Loans are classified as past due when they are 30 days overdue. • Mercantil Seguros, C.A., insurance company in Venezuela. Allowances for losses on loan portfolio are determined through a collectibility assessment that quantifies the amount to be set aside for each loan. These assessments take into account such aspects as economic conditions, credit risk by customer, credit history and the collateral received. When evaluating loans for small amounts of the same nature, these are grouped together to determine provisions. According to CNV standards, Mercantil’s financial statements must be presented in historic figures as of December 31, 1999. Therefore, as of that date, Mercantil ceased to adjust for inflation in its primary financial statements. As a result, fixed assets, among others, are shown at their inflation-adjusted value up to December 31, 1999. The market value determined by independent assessments is greater than the cost adjusted for inflation indicated above. New additions are being recorded at their acquisition value. The audited financial statements of Mercantil and subsidiary Mercantil, C.A. Banco Recognition of income and expenditure Universal at the close of 2008, prepared according to US Income, costs and expenses are recorded as and when they GAAP, are available on our website. are earned or incurred. Interest earned on loan portfolios is recorded as income when collected. The fluctuation in the market value of derivatives is included in the income statement for the period. Insurance premiums are recorded as income when earned. Accounting differences between CNV standards applicable in Venezuela and US GAAP standards The main accounting differences for Mercantil Commercebank Florida Bancorp for the reconciliation of items under CNV and US GAAP are: Consolidation • Deferred corporation tax (ISLR): US GAAP allows deferred The consolidated financial statements include the accounts of tax to be recognized for the total amount of loan portfolio Mercantil and its subsidiaries and other institutions in which loss allowances, while the CNV standards only allow Mercantil has a controlling share. Its main subsidiaries are: recognition of allowances for loans classified as high risk and • Mercantil, C.A. Banco Universal, full-service bank in unrecoverable. Venezuela and its overseas agencies and branches. • Provision for assets received in lieu of payment: The CNV • Mercantil Commercebank, N.A., bank in the United States standards stipulate a 100% allowance for real property of America and its subsidiaries Mercantil Commercebank received in lieu of payment after one year from the date of Investment Services, Inc. and Mercantil Commercebank incorporation; under US GAAP no amortization deadlines Trust Company, N.A. are established. 43 JULIO PACHECO RIVAS JULIO PACHECO RIVAS Ouroboros • 1987 Painted and assembled wood • 275 x 530 x 169 cm Born in Caracas, Venezuela in 1953. Has lived in Paris since the 70’s and won many national and international prizes. Considered self taught, his personal language reached maturity during the 80’s when he sketched a world of expression on large formats, without textures or chromatic dissonances, accentuating volumes and tenuous color contrasts. Business Management Report Commercial and Personal Banking Mercantil is a financial services institution that offers a portfolio of high quality products and services on the domestic market through Mercantil C.A. Banco Universal, as well as on the international market, in the United States in particular through its local subsidiary Mercantil Commercebank. Commercial and Personal Banking plays a leading role in this area through a competitive model of service geared strongly towards personalized customer service. Commercial and Personal Banking Deposits Commercial and Personal Banking Loans Year 2009 Year 2009 Individuals 71% Individuals 37% Companies 29% Companies 63% The proportion of Mercantil Servicios Financieros’ loan portfolio handled by Global Commercial and Personal Banking was Bs 21,559 million at the close of 2009, which accounts for 79% of the entire portfolio. Venezuela’s contribution to this amount reflects 38% growth over 2008. Global Commercial and Personal Banking has a 59% share of Mercantil Commercebank’s total loans. This unit handles Bs 32,177 million in deposits. Venezuelan activities account for a 73% share of this amount which grew 25% over the previous year. Deposits in the United States grew slightly, reaching US$ 3,994 million (Bs 8,573 million) and account for 85% of Mercantil Commercebank’s total deposits. Mercantil Servicios Financieros 45 At the close of 2009, Personal Banking achieved Bs 22,688 million (US$ 10,569 million) in total deposits, 19% more than at the close of 2008. Deposits in Venezuela grew 25% and in the United States 8%. Personal Banking’s loan portfolio grew 15% to Bs 8,050 during the year. In Venezuela Personal Banking grew 29%, accounting for mainly by Credit Cards, Mortgages and Promissory Notes. In the United States, Personal Banking’s approach was redefined to continue providing financial services to meet the needs of customers living abroad. Personal Banking International’s customers were segmented into Upper Mass, Premium and Premium Plus categories, according to their balances and the complexity of their financial needs. In order to expand the Bank’s role in the US domestic market even further, Personal Banking opened two new branches: The first in Palm Beach county and the second in Parkland, a community in Broward county; bringing the total number of branches in the United States to seventeen. In 2009 Mercantil incorporated chip technology in its debit cards and ATMs in Venezuela to provide advanced security for customers. It was the first bank in the country to launch this technology. Another important achievement for Personal Banking customers in Venezuela was the ability to participate in the Capital Market through a Bs 620 million in investments in the Primary and Secondary Markets. In Venezuela, the network of Mercantil’s Ally contact points was further expanded in 2009 to serve the Majorities Banking segment with 150 commercial alliances made up of Correspondent Trading Desks and Correspondent Trading Points. Mercantil’s Ally offers the unbanked sectors traditional banking services geared both to personal customers and groups of entrepreneurs and giving them access to financial services in areas where, until now, banking services had not been available. Personal Banking Deposits Personal Banking Loans Year 2009 Year 2009 Mercantil Banco Universal 70% Mercantil Banco Universal 93% Mercantil Commercebank 30% Mercantil Commercebank A n n u a l Re p o r t 2 0 0 9 46 7% Commercial Banking’s consolidated loan portfolio grew 24% to Bs 13,509 million at the close of 2009, driven by 47% growth in Venezuela. Deposits totaled Bs 1,376 million at the close of 2009, 82% of which came from Venezuela. Commercial Banking in Venezuela have access to the Pronto Crédito Empresarial Mercantil instant credit product for that segment’s short and long-term needs and to maximize the profitability of their cash surpluses. At the close of 2009 more than 11,000 clients were affiliated to the product. Through this product, customers in this segment have been given corporate credit cards with limits in excess of Bs 89 million. Commercial Banking in the United States in 2009 reviewed and consolidated the customer services models, improving loan officers’ capacity to manage larger portfolios. This consolidation contributed to a 34% increase in the size of the average portfolio managed per executive. The Bank achieved an important competitive edge by making it possible for international business clients to open new accounts on line at www.mercantilcb.com. On this site foreign companies have access to all the forms and requisites, including a detailed guide that shortens the time it takes to open a new account. The enhanced process increased by 50% the average monthly number of new accounts compared to the previous semester. During 2009, the Real Estate segment focused on loan portfolio management, reducing loan concentration in commercial property to a minimum. To mitigate the risk associated with new loans, stricter standards and limits were implemented for several types of loans with property as collateral. Commercial Banking Deposits Commercial Banking Loans Year 2009 Year 2009 Mercantil Banco Universal 82% Mercantil Banco Universal 74% Mercantil Commercebank 18% Mercantil Commercebank 26% Mercantil Servicios Financieros 47 Corporate and Investment Banking During 2009, Global Corporate and Investment Banking focused its strategy on the continuous improvement of quality of service for its clients around the world through the Corporate, Oil and Gas, and Financial Institutions segments at Mercantil Banco Universal, Mercantil Commercebank and other Mercantil subsidiaries. Through the development of innovative solutions and benchmark products, global business was promoted with emphasis on the Venezuelan, US and Latin American markets. To maximize the organizational changes made, actions have focused on the improvement of client management, account plans and performance management, standardized everywhere. In Venezuela, the USA and the different countries where Mercantil operates, the Global Corporate and Investment Banking contributed towards the 2009 closing balance. Total loans reached Bs 6,296 million (US$ 2,928 million). In terms of total deposits, Corporate and Investment Banking culminated the year with a total volume of Bs 10,126 million (US$ 4,710 million). At the close of 2009, the commercial relation of Corporate and Investment Banking Unit involved 1, 208 economic groups at Mercantil Banco Universal and over 453 economic groups in the USA and Latin America, which it dealt with through Mercantil Commercebank, N.A. The Corporate and Investment Banking Unit continued to intensify its penetration of the global market and implement its segmented value proposal for clients, strengthening the products area to cover their emerging needs through the Corporate Products, Corporate Finance and Capital Market Units. Global Corporate and Investment Banking / Loan Portfolio Global Corporate and Investment Banking Deposits (including investments sold under repurchased agreement) Year 2009 Year 2009 Corporate/Oil and Gas 64% Corporate/Oil and Gas Financial Institutions 36% Financial Institutions 7% Public Sector 6% A n n u a l Re p o r t 2 0 0 9 48 87% Corporate Banking During 2009, the total deposits of Mercantil’s corporate clients in the different parts of the world, where Corporate and Investment Banking provide their services, grew 22%, and by the end of the year they reached Bs 7,845 million (US$ 3,649 million) with 99% corresponding to the Venezuelan Corporate segment. This allowed business in the Venezuelan Corporate segment to attain a higher growth level (24%) consistent with the fast-growing market liquidity and rational rate of remuneration for those deposits. The Corporate and Investment Banking Unit’s loan portfolio fell 4% during 2008, closing at Bs 3,490 million (US$ 1,623 million) at the close of 2009. This moderate behavior was in line with the risk policies established by the institution given the conditions prevailing in the market and particularly in the US and Latin America at the end of 2009. Oil and Gas This segment’s activity was affected by the fall of the oil GDP in Venezuela and declining oil prices. The oil sector’s loan portfolio was Bs 559 million (US$ 260 million) at year end, down 14% compared to the previous year. This segment’s deposits in Mercantil registered a 5% upturn to Bs 896 million (US$ 417 million). Financial Institutions and International Relations In the global financial environment, the Financial Institutions and International Relations Unit maintained a level of activity in keeping with Mercantil Servicios Financieros risk policy. In Venezuela, the Unit maintained its loan and deposits volume of Bs 236 million and Bs 710 million respectively, emphasizing cross-selling of products and services to insurance companies, securities brokerages, banks and diplomatic organizations. Activity in Latin America was significant and focused on strategically increasing deposit levels, always aligned with these markets’ perception of risk. This effort resulted in 83% year-onyear loan portfolio growth to US$ 935 million, and an impeccable loan quality ratio. Important credit facilities were maintained in the case of Mercantil Servicios Financieros legal vehicles around the world, enabling it to continue to meet all its clients’ requirements with respect to foreign trade operations. International Relations organized various talks, seminars and conferences for Mercantil’s clients, associates and officers to pinpoint opportunities and threats to their business and activities. Mercantil Servicios Financieros 49 Public Sector The Public Sector area focused its effort in 2009 on optimizing its client portfolios. This led to a reorganization and the inclusion of new clients in the portfolio traditionally managed by this segment. During 2009 emphasis continued to be placed on automating the processes of State companies and institutions which resulted in a significant increase in the use of electronic channels for the benefit of the parties, a consequent reduction of operating risks associated with the volumes handled and substantially lower transaction costs associated with these clients, all of which led to higher profitability per client. At the close of 2009, Mercantil Banco Universal’s Public Sector deposits amounted to Bs 643 million, which represents 2.5% of the Institution’s total deposits and 1.7% of the Venezuelan financial system’s share of the government deposit market. With that level of penetration, Mercantil Banco Universal serves more than 150 different government bodies and State institutions, offering a wide range of products, in particular payroll and supplier payments; domestic tax collection, investment trusts, management and social benefits. Corporate Finance and Capital Markets In 2009, through the Mercantil Merinvest subsidiary, Mercantil maintained its position of leadership in the Corporate Finance and Capital Market sector in terms of bolivardenominated fixed-income investments in the primary market and placed Bs 135 million in long-term and Bs 428 million in short-term fixed income securities issued by Venezuelan corporations. Mercantil Merinvest structured Bs 535 million (95% ) of all the securities placed. These securities were distributed among a broad base of small-scale investors and institutional investors. The financing needs of corporate clients were met through the bond market with Bs 111.9 million in short and medium-term securities. Mercantil Servicios Financieros continued to receive support for its issues of short and longterm fixed-income securities. The Institution's requirements for financial advice, including management of the Stock Repurchase Scheme, were also met. During 2009 Mercantil Merinvest went ahead with the asset securitization structuring process that will enable SMEs to use the Venezuelan capital market as a source of financing. It is expected that the first issue will be placed during the first half of 2010. A n n u a l Re p o r t 2 0 0 9 50 Corporate Products During 2009, the Corporate Products Unit focused its efforts on defining and implementing a strategy to provide an efficient service, bring down costs and reduce operating risks. A goal was set to encourage commercial clients to use the Mercantil Online Companies platform through a joint campaign with the business segments to attract as many people as possible to e-banking and promote the use of this channel. The structure was reviewed in 2009 and changes made in the second half of the year, which produced a stronger team and increased efficiency, reduced costs and made business relationships more profitable. The Corporate Products Unit continued with its strategy to link up products and services within the portfolios. The Institution retained its place as leader in foreign trade, especially in operations through ALADI. In September, the last months for which foreign trade statistics were published by the Central Bank (BCV), Mercantil handled a market quota in the order of 22% of the transactions processed under the official foreign exchange system. Once again Mercantil was the foreign exchange operator that handled the largest volume of currency transactions for its clients through Cadivi, boasting a 19% share and two whole percentage points more than its closest competitor. The Corporate Products area continued to coordinate events and sponsor companies in the segment, supporting social and business initiatives and emphasizing how important it is for the companies in our community to exercise social responsibility. Through this unit, Mercantil ratified its commitment to the entrepreneurial culture of our country, participating once again in the organization and development of the “Ideas” competition and coordinating Mercantil’s role in “Innovex, Capital en Tecnología,” a company that provides advice on ideas for new business and finances new ideas for business ventures. Mercantil Servicios Financieros 51 Private Banking and Wealth Management The understanding of customers’ needs and product cross-selling was the primary line of work of Global Private Banking and Wealth Management in 2009. This work made it possible to intensify consolidation of the Wealth Management business and attention to the affluent customer segment in the different regions where Mercantil operates. Private Banking and Wealth Management is made up of the Private Banking segment and the Trust Fund and Capital market businesses in Venezuela, the United States and Switzerland, and offers customers a broad spectrum of investment options. In Venezuela, Mercantil Servicios de Inversión offers portfolio management services to third parties. These were up 14% in 2009 compared with the previous year. The Mercantil Sociedad Administradora de Entidades de Inversión Colectiva subsidiary which manages the FixedIncome Investment Portfolio Mutual Fund, maintains its position as industry leader. The customer base grew 14% and the equity base 33%. Another product is Plan Crecer Mercantil which is based on the programmed acquisition of mutual fund units, which expanded 40% at year end. A new Mercantil Online functionality was created under the Brokerage Services and Capital Market activity in Venezuela, to place orders for government bond issues. This means customers can buy bonds from the comfort of their homes or offices, which guarantees a larger market share for Mercantil Merinvest Casa de Bolsa. The drive to strengthen the Investment Brokerage Account and provide access to the capital market continued and led to a 27% increase in new customers in 2009. In the United States, the brokerage service is offered through Mercantil Commercebank Investment Services, Inc. (MCIS), a subsidiary of Mercantil Commercebank, N.A., which has operated since 2002. The company offers investment advisory services and securities brokerage services to customers of Mercantil Servicios Financieros to meet their financial needs. Securities and investment products can be bought, sold and held in custody in multiple markets and currencies through MCIS brokerage services. The company benefits from the more positive tendency of the financial markets with a 21% increase in assets under management and a 22% expansion of its customer base. During 2009, the investment portfolio management service was redesigned, which enabled better yields to be obtained compared to the benchmark yields. The customer service survey conducted in July and August revealed satisfaction levels of more than 80%. The trust fund business is available to customers in Venezuela through Mercantil Banco Universal and in the United States through Mercantil Commercebank Trust Company, N.A. (MCTC), a trust bank regulated and supervised by the Comptroller of the Currency (OCC). A n n u a l Re p o r t 2 0 0 9 52 At the close of 2009, Fideicomiso de Mercantil Banco Universal registered 17% year-on-year asset growth, represented mainly by the business sector. The achievements during the year include the standardization of processes to maintain the quality of service offered, all of which was part of a drive to improve this area and attain third-party certification. In 2009, Mercantil Banco Universal’s Trust Fund obtained a high ranking in the customer satisfaction surveys. One of the enhancements during the year was the post-sales mobile messaging service using the electronic tools capability. In the United States, Mercantil Commercebank Trust Company, N.A. provides financial management services to safeguard and grow its customers’ equity through fiduciary products, investment strategies and tailor-made solutions. A range of possible solutions is available across multiple jurisdictions and through multilingual staff. In 2009 it continued to grow in terms of volume of assets and number of accounts. At year end, assets under management rose 34% compared to December 2008 and its customer base increased 24%. It also carried out improvements to increase the level of service, making changes to its internal procedures and strengthening its model for evaluating asset management. Mercantil Servicios Financieros 53 Insurance At the close of 2009, the net collected premiums of Mercantil Seguros, a subsidiary of Mercantil Servicios Financieros in Venezuela registered a year-on-year increase of 38% to Bs 2,801.9 million. Mercantil Seguros ranks third in the Venezuelan insurance market in terms of net collected premiums with a 9.3% market share. The leading company has a 12.4% share. The company equity and level of solvency are in conformity with the regulations in force. The company’s equity totaled Bs 691 million. The company’s total assets were Bs 2,264 million at year end. The Board of Directors declared and paid out Bs 40 million in dividends in the first half of 2009 and Bs 25 million in the second. Compulsory and voluntary reserves, including reserves for pending claims, are contained in the figures presented. Technical reserves totaled Bs 1,329 million and investments representing technical reserves reached Bs 1.674 million. The company has always maintained a satisfactory liquidity ratio to cover commitments to insured, insurance advisors, suppliers and reinsurers. At the close of 2009, the automobile business accounted for 45% of insurance activity, personal insurance for 44% and property & casualty insurance for 11%. Profits rose 56.3% to Bs 200.7 million in 2009, due to technical and financial management. During 2009, Mercantil Seguros continued to expand and improve its network of offices and customer service points. A new office was opened in Puerto Cabello, Carabobo state. The Maturin and Porlamar offices were moved and new express service modules were set up in Caracas to handle vehicle claims. The range of services available to customers and intermediaries via telephone, SMS and the Internet was extended and the first phase of the design and programming program for Mercantil Seguros On-line Service was completed. The latter will provide customers with detailed information on their policies and premium financing and incorporates an online mechanism to facilitate online payment. A platform was set up to allow policyholders to pay their premiums quickly and easily on line. Changes were also made to the automatic vehicle and health insurance renewal processes. The result of improvements to cross-selling campaigns and efforts to attract new intermediaries led to 61% client portfolio growth over the previous year. The fact that Mercantil Seguros has the backing of world-class reinsurers helps mitigate the risks that can typically arise in the insurance business. A n n u a l Re p o r t 2 0 0 9 54 Finance Mercantil’s Treasury focused principally on the management of market risk factors during 2009, especially interest rate and liquidity risks, taking into account market conditions and the vulnerability of banking on a global scale. An improvement was observed in the economic and financial environment climate compared to the previous year, thanks to various programs set in motion by the central banks to increase investor confidence. In Venezuela, as of the second half of the year, the surplus of liquid assets in the financial system was increased basically as a result of faster execution of public spending and the BCV’s monetary policy. Lending and deposit rates remained stable during the year, and the last quarter saw a higher yield on securities. The Mercantil Banco Universal subsidiary continued to play an active role in the Venezuelan money market through interbank operations and absorption instruments offered by the Central Bank of Venezuela. Interest Rates of the Venezuelan Market 30.00% Interest rates 25.00% 20.00% 15.00% 10.00% 5.00% TAM_6 Principales *TAM: YTM DPN 1Y (TIF): YTM DPN 1Y (Vebono): YTM LT: YTM_DPN 1Y (Vebono) YTM_LT Average lending rate for the 6 largest banks Yield to maturity of 1 year government debt (Fixed Rate) Yield to maturity of 1 year government debt (Variable Rate) Yield to maturity auctioned Treasury Bills (Auctioned Treasury Bills) Mercantil Servicios Financieros 55 12/18/09 11/20/09 12/04/09 11/06/09 10/23/09 10/09/09 09/11/09 09/25/09 08/14/09 08/28/09 07/17/09 07/31/09 06/19/09 YTM_DPN 1 Y (TIF) 07/03/09 05/22/09 06/05/09 05/08/09 04/10/09 04/24/09 03/13/09 03/27/09 02/13/09 02/27/09 01/16/09 01/30/09 01/02/09 0.00% In April 2009, the Ministry of Economics and Finance began holding public auctions of 90-day Treasury Bills. The National Office of Public Credit announced the domestic public debt (DPN) assignment program for the sale of bonds at auction which included different versions of DPN bonds (Vebonos, TIF, TIIC and the Agricultural Bond). Mercantil participated actively in the weekly auctions and as a market maker in the secondary market, through the Mercantil Banco Universal and Mercantil Merinvest Casa de Bolsa subsidiaries. By year end, these securities were yielding higher returns, in line with the market trend. So, 90-day Treasury Bills, whose initial weighted average yield was 10.65% per annum, attained an annual average of 9.79% at the end of the year and TIFs maturing at one year yielded 11.23%, achieved 13.22% per annum at December 2009. The company also participated actively in the international emerging markets securities market, through its Mercantil Bank (Panama) subsidiary, mainly Venezuelan sovereign bonds. During the year the Ministry held five auctions of bonds payable in bolivars and Mercantil participated in these processes mainly as an intermediary for its customers through the Venezuelan subsidiaries mentioned above. During the first quarter of 2009 liquidity conditions improved significantly compared to 2008. Access to the professional fund market through different tools introduced by the Federal Reserve meant that the credit market was not under any additional pressure. Financial assets appreciated in 2009, the stock market improved significantly, the Dow Jones index was up 19% and S&P 500 almost 24%. Shares benefited considerably from investor trust and surplus liquidity. Federal Reserve Interest Rates and US Treasury Bonds 4.5% 4.0% 3.5% 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% Treasury 2 years Treasury 10 years Fed Funds Dec-09 Oct-09 Nov-09 Jul-09 Aug-09 Sep-09 Jun-09 Apr-09 May-09 Feb-09 Mar-09 Dec-08 Jan-09 Oct-08 Nov-08 Jul-08 Aug-08 Sep-08 Jun-08 Apr-08 May-08 Mar-08 Jan-08 Feb-08 0.0% *Treasury 2 years and 10 years: US Treasury bonds, 2 and 10 years maturity Fed Funds: Federal Reserve interest rates A n n u a l Re p o r t 2 0 0 9 56 Credit spreads in the fixed income market narrowed considerably. The average swap spread for the year was around 45 basis points, a dramatic change compared to the extreme levels of over 100 basis points at the time of the Lehman Brothers crash in September 2008. This effect drove up the prices of all the corporate issues of most credit qualities and strengthened the unrealized gains of many financial institutions. The mortgage market also had much lower yields, largely due to the mortgage-backed securities (MBS) purchase program implemented by the Federal Reserve, which guaranteed the existence of an active purchasing agent for the 2009 availability. The Federal Reserve made no changes at all to its marker rate, demonstrating the pressing need for an economic reactivation. The Fed Funds rate for 2009 remained unchanged at 0.25%. The FDIC extended its deposit insurance program through 2013 to provide coverage of up to US$ 250,000 per depositor Treasury continued to handle an almost zero risk investment portfolio during 2009. US government-backed securities still account for the bulk of the portfolio. Due to tight spreads resulting from low interest rates, the cost of keeping funds liquid increased considerably. Treasury took steps to maintain a fair balance between return and liquidity. Active management of the investment portfolio was largely responsible for the appreciation of the values obtained during 2009. Low rates also made it possible to take advantage of long-term financing. Available for Sale and Held to maturity Investments Commercebank, NA 1,400,000 Thousand de US$ 1,200,000 1,000,000 800,000 600,000 400,000 200,000 Mercantil Servicios Financieros 57 Held to Maturity Private Mortgages Other Investments Short Term Investments December 2008 Government Sponsored Enterprises December 2009 US Agencies Guaranteed 0 CARLOS SOSA CARLOS SOSA Agenda Series (Polyptic) • 1989 Resins and acrylic on canvas • 141 x 70.6 cm each one Born in Caracas in 1950. The artist is constantly developing his drawing, painting, design and installation art skills. His work follows the lines of Venezuelan Informalism of the sixties, heavily characterized by gestures, the handling of matter, and experimentation with industrial paints, asphalt and resins, which give his works an earth-like nature that the artist transforms in his inner silence. Quality of Service and Operating Efficiency During 2009, following the strategy to develop greater capacities and improve quality of service, operating efficiency and efficacy, the Operations and Technology area completed the projects to guarantee secure customer transactions, protect the way customers’ information is handled, incorporate services to enable cellphone access to electronic banking, and other important projects. Mercantil Servicios Financieros 59 Mercantil's Distribution Channels At the end of 2009 Mercantil Servicios Financieros’ distribution channels were made up of 329 Banking Centers, 1,355 ATMs, 41,027 Points of Sale, 250 Call Center Operators, 528 IVR ports and the Personal Online Banking and Business Online Banking services. To complement these channels and stimulate the Majorities segment, in 2009 Mercantil Banco expanded the Mercantil’s Ally network to 110 service points consisting of correspondent trading desks and correspondent trading points. A total of 4,522 products (mainly Cash Cards and Credisan) have been placed through Mercantil’s Ally. Customer interaction was also fostered during 2009 through the mobile messaging platform. This substantially increased the volume of sms notifications sent out to customers in the event of suspicious transaction alerts raised within the preventive monitoring system, changes in data and affiliations, as well as transactions associated with the Credisan Ahorro and Credisan Débito products, approvals of direct debits to accounts and Trust Funds and credit card collection. At the close of December 2009, the 33% of all messages sent were transaction notifications. Major Projects Mercantil’s major project developments in 2009 were: Mercantil Banco • First debit card in Venezuela with EMV (Europay International, Mastercard and Visa International) based chip technology, and adaptation of ATM and Point of Sale electronic channels to protect customer transactions. At the close of December 2009, a total of 424,564 debit card with chips had been delivered. • Incorporation of the Personal Online Banking segment’s digital statement service to enhance security in the handling of personal information and to facilitate instant access by customers to credit card and savings account statements. • Incorporation of the service for placing orders for primary market government bonds. • Incorporation of the Invoice Collection service for the corporate and commercial segment through Online Banking. • Payment of domestic taxes (Income Tax and Value Added Tax) for companies affiliated to Online Banking. • Some of the most innovative offers in 2009 included the new version of Mercantil Móvil Internet which gives easy access to Mercantil Online Banking by cellphone in order to make payments and transfers and submit queries and applications for Préstame Mercantil. A n n u a l Re p o r t 2 0 0 9 60 • During 2009, Mercantil Banco Universal incorporated the Social Benefits Trust Fund and Savings Funds (Fideicomiso Prestaciones Sociales y Fondos de Ahorro) line of service into the ISO 9001:2008 based quality management system. The scope of the certification for the application, processing, engraving and delivery of credit cards was extended and a further eight lines certified in previous periods were ratified through maintenance audits conducted by the certification entity Fondonorma, bringing the number of certified lines to 10. Mercantil Commercebank The following are some of the most important projects executed in 2009 : • Incorporation of the new Telephone Banking system gives customers 24/7 access to banking services . The service includes enhancements to security aspects, such as improvements and new functionalities connected mainly with third-party transfers using a pre-established table of beneficiaries. • Launch of the second phase of Global Account Opening to enable international customers to open accounts, and incorporation of Secure Access Card (SAC) distribution through online banking, to give customers instant access to their Secure Access Account from their personal computers. • Incorporation of the S1 Enterprise Platform for Online Banking which provides further customer authentication security and competitive functionalities such as financial and personal management reports, secure sms communications between businesses and the bank, and approval flows. TODO1 TODO1 is an alliance between Mercantil Servicios Financieros in Venezuela and Bancolombia in Colombia, whose main objective is to develop and implement the Internet-based financial services and new technologies for its associated entities. The following important projects were implemented in 2009: • Intensification of the business strategy based on the communication and sale of products via the electronic channel. Mercantil Personal Online Banking was incorporated into the Messaging Center so that customers can access segmented campaign information. • Incorporation of the “Invoice Collection” functionality at Mercantil Personal Online Banking and Mercantil Business Online Banking. This is a high financial value electronic collection service for collection agencies that reduces the time currently taken by the collection process. • Todo1 Services was evaluated for the fifth time under the SAS Type II standard (Statement on Auditing Standards No 70) developed by the American Institute of Certified Public Accountant ants, AICPA, obtaining best results ever. Mercantil Servicios Financieros 61 CARLOS ZERPA CARLOS ZERPA El Dorado • 1987 Acrylic on canvas • 192 x 133 cm Born in Valencia, Venezuela, in 1959. Studied in Milan and New York and has received important recognitions throughout his career. Recovers and mixes popular iconography which he cultivates regardless of its differences until they are dissolved. He inverts the terms of cultural subordination in a kitsch style, characterized by crowding and a dazzling polychromy, propitiating formal ruptures and proposing new attitudes. Human Resources The Institution’s Human Capital related activities were aimed mainly at developing workers' opportunities; improving and strengthening the organizational climate; implementing new schemes of competencies; modernizing the administrative and self-service platforms; adapting that area’s labor legislation and maintaining harmonious relations with the unions at the subsidiaries in Venezuela. At December 31, 2009, Mercantil Servicios Financieros has 9,833 employees (10,212 at the close of 2008), 91% of whom work for Mercantil Banco Universal, Mercantil Seguros, Mercantil Merinvest and other Mercantil subsidiaries in Venezuela and 9% abroad, mainly at Mercantil Commercebank in the United States. In 2009, the Mercantil Banco Universal and Mercantil Seguros subsidiaries signed collective bargaining agreements with their respective trade union organizations. These agreements will remain in force for three years. The collective bargaining agreements afford workers a series of important economic benefits that allow them to retain their competitive position in the market and now extend the social benefits related to workers’ health, education and families. In particular, they include aspects related to the new health insurance coverage scheme for workers and their direct relatives, as well as Scholarship and Family Aid Programs. The company reiterates the importance of its relationship with union representatives over the years, during which time the parties have worked together to enhance workers’ benefits. All of this has evolved within a framework of mutual respect and autonomy, taking into account the circumstances and capacity of the company and the expectations of its workers. During the year, more than 27,000 workers received over 281,000 man/hours of training in Mercantil’s different training program categories in Venezuela and abroad. The compliance programs and programs to update the operations, risk and business areas are particularly important. More than 10,000 workers took part in training events in 2009. Mercantil Servicios Financieros 63 Once again, Mercantil Banco Universal, Mercantil Seguros and Mercantil Merinvest strove hard to ensure the compliance and implementation of the company’s internal processes and adapt and modify them to comply with the current labor legislation provisions. The dissemination and implementation of aspects related to the People with Disabilities Act and the Family Protection Act in particular, reflect this effort. The process already under way to elect security and labor health compliance delegates and to set up labor health and safety committees in the different offices in the capital and the provinces, continued. Within the framework of the project to improve management processes, during the year the companies in Venezuela consolidated the new SAP Human Resource Technological Platform. This new platform entailed reviewing all the HR processes and bringing them in line with best practices. The “Somos Mercantil Intranet” portal was launched. Employees can access it to self-manage their main administrative issues and any other issues related to services, plans and benefits. For the fifth year running the internationally renowned Great Place to Work Institute® conducted an organizational climate survey on Mercantil in which 70% of the staff participated. The results of the survey reveal that 88% of workers at subsidiaries in Venezuela and abroad felt that Mercantil is “a great place to work.” It should be noted that 87% of the workers evaluated the honesty, values and ethics dimensions at Mercantil as highly positive. Both Mercantil Banco Universal and Mercantil Seguros were once again selected in 2009 as two of the best companies to work for in Venezuela. A n n u a l Re p o r t 2 0 0 9 64 ERNESTO, LEÓN ERNESTO LEÓN Porrón con plantas • 1986 Acrylic paint on wood • 122 x 110 cm JULIO PACHECO RIVAS JULIO PACHECO RIVAS Área de protocolos inconfesables • 1989 Graphite and crayon on paper • 74 x 212 cm Risk Management Good risk management is key to Mercantil’s competitive strategy and its ability to generate value. In 2009, anticipating the impact of the crisis in global financial markets, Mercantil’s Risk Management Unit took a number of steps to mitigate its effect on the portfolios of its subsidiaries. During 2009, Mercantil continued to boost risk culture across the organization. It aligned actions and behaviors with the strategic objectives set through the consolidation of corporate values, a clear understanding of risk, staff training, development of advanced internal models and tools, process automation and IT implementation. Mercantil Servicios Financieros 67 Credit Risk Credit risk management is conceived globally at Mercantil to respond to the common principles and organizational criteria of its subsidiaries. A set of credit policies, procedures and management tools is available for developing good global risk management; these are constantly evolving to guarantee a better and more sophisticated process. The progress achieved in credit risk management at Mercantil was instrumental in keeping loan portfolio growth at an acceptable risk level in 2009. The Institution’s credit risk exposure increased 23.7% to Bs 34.4 billion by contrast with Bs 27.8 billion in 2008. The following figure illustrates the global risk exposure (which includes direct, contingent and issuer risk), by country and type of client, showing the breakdown of credit risk exposure as of December 2009. Breakdown of Credit Risk by Country and Type of Customer 25% 20% 15% 10% 5% Real Estate Loans Government Sponsored Agencies Other Assets Financial Large Corporations Government Individuals BCV Other Companies 0% Venezuelan USA Other Countries Mercantil Servicios Financieros’ main global presence is in Venezuela with 74.5% credit risk exposure, followed by the USA with 19.9% and other countries with 6.0%. The greatest variations compared to 2008 were in the Venezuelan risk, which was 5.3% higher, mainly due to a 44% increase in Venezuelan government risk and a 14% increase in other business and personal risk. The United States risk in 2009 was down 18.9%, due to the slow recovery of the US economy. A n n u a l Re p o r t 2 0 0 9 68 The distribution of Mercantil’s loan portafolio by clients’ economic activity is shown below: Distribution of Mercantil’s loan portfolio by economic activity ELECTRICITY, GAS AND WATER 0.1% MINING EXPLOTATION AND HIDROCARBONS 0.2% TRANSPORTATION, WAREHOUSING AND TELECOMUNICATIONS Activity SOCIAL AND PERSONAL COMMUNITY SERVICIES NO SPECIFIED ACTIVITIES 1.7% 3.0% 0.9% MANUFACTURING INDUSTRIES 6.8% CONSTRUCTION 9.3% AGRICULTURE, FISHING AND FORESTRY 15.6% TRADE, RESTAURANTS AND HOTELS 25.6% FINANCIAL INSTITUTIONS AND INSURANCE 0.0% 36.8% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% An analysis of Mercantil’s loans by economic activity shows that 87.3% of the portfolio is broken down as follows: financial institutions, insurance companies and others 36.8%; wholesale and retail trade, restaurants and hotels 25.6%; agriculture, fisheries and forestry 15.6%, and construction 9.3%. At the close of 2009, the 20 largest debtors account for 4% of Mercantil’s loan portfolio. Mercantil Servicios Financieros 69 Market Risk An institution is subject to market risk when the market conditions deteriorate and affect the liquidity and value of the financial instruments in that institutions hold investment portfolios or contingent positions, resulting in a loss for the institution. There are two basic types of market risk: price risk and liquidity risk. Each market factor and its effect on the organization’s risk profile is measured daily. To accomplish this, Mercantil has a technological infrastructure and early warning systems. Treasury employs this technology to monitor and track market risk. It then produces a series of reports for Treasury’s risk-taking units and the corresponding management levels. Mercantil’s trading activities were carried out in the Venezuelan fixed-income securities market denominated in bolivars and in fixed-income securities in emerging markets, the latter made up of Venezuelan government debt securities. Price Risk Positions of Interest Rate Mismatch The price risk involved in the mismatches between interest rates is caused by the assets and liabilities duration gap. When adverse changes occur in the interest rate market, this gap can impact the institution’s financial margin. To manage this risk, Mercantil quantifies the assets and liabilities duration gap to reflect the sensitivity of the financial margin to changes in interest rates over a 12 month period, and then measures and compares them against the interest rate risk limits designed. The sensitivity of the financial margin to changes in interest rates caused by their historic volatility is also quantified. Liquidity Risk Liquidity risk depends on the likelihood that a company will be unable to deliver funds or financial assets, as agreed with a client or financial market counterpart, at any time or in any place or currency. This risk is one of the major ones a financial institution could face in its intermediation activity because it can trigger a host of different risks, one of the worst being reputational (or franchise) risk. For Mercantil Servicios Financieros and its subsidiaries, managing and measuring liquidity risk is considered a priority within the global risk and business management of the organization. A n n u a l Re p o r t 2 0 0 9 70 Treasury is responsible for liquidity risk, which follows the liquidity policy parameters for organizations outlined by the Board of Directors, through the Board of Directors Risk Committee, the Global Risk Committee and the Assets and Liabilities Committee. An organization’s global liquidity risk environment is monitored periodically and is the outcome of the liquidity management process exercised by the Treasury in each of the financial vehicles in which it participates. The Assets and Liabilities Committee meets monthly and must make decisions on the liquidity and structure of the financial balance sheet by presenting the evolution and trends of the main factors that affect liquidity, measured by a series of tools and reports for optimizing the management of assets and liabilities (analysis of liquid assets; short, medium and long-term liquidity gap; liquidity indicators); balance sheet structure (evolution of balance sheet items), among others. These analyses and methodologies are complemented with reports known as Contingency Funding Plans. These reports are used to evaluate an institution’s ability to meet extreme deposit withdrawals which are modeled using liquidity studies of the institution and the market, to establish primary and secondary reserve requirements and other sources of liquidity needed to meet potential withdrawals. Mercantil Servicios Financieros 71 Operational Risk In the course of time, operational risk management has become more demanding at Mercantil Servicios Financieros, given the complex economic climate and the dynamic financial activity challenging the institution’s ability to satisfy the expectations of stakeholders while complying with the regulators. The qualitative and quantitative approach of operational risk management was maintained during the year. Risks in critical processes for the organization were assessed and identified and the information necessary for decision making was offered, with emphasis on the importance of following up action plans for operational risk events to minimize their occurrence. The comparative study of how operational risk events behave over time is part of the continuous risk management effort. Using information collected from past events in different countries, risks are quantified and scenarios analyzed. The results are then used to estimate economic capital, set goals and control expected losses. A combination of training and awareness activities proved fundamental in reinforcing the organization’s risk culture through a practical approach intended to motivate staff and help prevent and mitigate operational risk. Risk Management in Non-banking Activities Priority was given in 2009 to the evaluation of insurance business processes with the greatest inherent risk of fraud, interruption of operations, litigation and failures liable to affect business continuity. Risks associated with information handled by platforms on which ecommerce and electronic operations for clients and suppliers run were also assessed. A n n u a l Re p o r t 2 0 0 9 72 JORGE PIZZANI JORGE PIZZANI De Goya (from the Acción GAN series) • 2005 Acrylic on canvas • 170 x 136 cm ADRIÁN, PUJOL ADRIÁN PUJOL El Lajao • undated Acrylic on canvas • 147 x 202 cm Performance of Subsidiaries Mercantil’s global business includes the company’s operations in Venezuela and abroad. Its management results are presented in the Consolidated Financial Statements Review chapter. A summary of Mercantil’s operations carried out through each subsidiary at December 31, 2009, and prepared in accordance with the accounting standards of the Venezuelan Securities Commission (CNV), is presented below. Mercantil Servicios Financieros (1) (In thousands of Bs and millons of US$, except percentages) as of December 31, 2009 Shareholders’ Equity 4,879,810 Shareholders’ Equity US$(2) 2,275 Equity Mercantil, C.A. Banco Universal Bs 3,351,453 1,563 US$(2) Venezuelan Main Activity Universal Bank Main Subsidiaries Mercantil Commercebank Florida Bancorp. Bs 1,091,571 US$(2) 509 Holding Mercantil Internacional Bs 231,150 108 US$(2) Mercantil Seguros, C.A. Bs 524,640 245 US$(2) Insurance in Venezuela Mercantil Merinvest, C.A. Bs 118,652 55 US$(2) Commercial Bank, Brokerage and Trust Services in USA International Bank Mercantil Commercebank N.A. Mercantil Bank (Schweiz), AG. (Switzerland) Mercantil Merinvest Casa de Bolsa, C.A. Mercantil Commercebank Investment Services (MCIS) Mercantil Bank and Trust Limited (Cayman) (Cayman Islands) Mercantil Servicios de Inversión, C.A. Mercantil Commercebank Trust Company (MCTC) Mercantil Bank Curaçao NV (Curaçao) Mercantil Sociedad Administradora de Entidades de Inversión Colectiva, C.A. Mercantil Bank (Panama) S.A. Investment Banking, Mutual Funds, Trading & Brokerage in Venezuela Others Bs 59,544 28 US$(2) Other Non Financial Businesses Total (In thousand of Bs) (1) 36,935,307 6,666,092 20,039,669 32,071,634 12,710,360 4,997,601 6,980,184 9,931,355 1,049,537 880,307 117,870 844,715 2,052,175 1,364,892 0 0 111,207 63,487 0 0 216,224 71,713 0 0 53,074,810 14,044,092 27,137,723 42,847,704 643,737 (120,173) 23,582 202,373 49,395 (3,222) 795,692 Total Assets Investments Loan Portfolio, Net Deposits Net Income for the Year 17,223 3,108 9,344 14,955 5,927 2,330 3,254 4,632 489 410 56 393 957 636 0 0 52 30 0 0 100 35 0 0 24,748 6,549 12,654 19,980 300 (56) 11 94 23 (1) 371 Number of Employees 7,430 790 49 1,439 51 74 9,833 Total Assets Investments Loan Portfolio, Net Deposits Net Income for the Year (In millions of US$) (2) (1) Financial Information presented in accordance with the standards of the Venezuelan National Securities Commission (CNV). Figures net of elimination of intercompany transactions. (2) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Mercantil Servicios Financieros 75 Comments and a summary of the financial statements of Mercantil's main subsidiaries are presented below, based on the accounting standards applicable to each of them, which explains why they differ from the consolidated information presented according to the accounting standards of the Venezuelan National Securities Commission (CNV). Mercantil C.A., Banco Universal, in accordance with the standards of the Superintendency of Banks in Venezuela; Mercantil Commercebank Florida Bancorp, according to US GAAP; Mercantil Seguros C.A., according to the standards of the Superintendency of Insurance in Venezuela, and Mercantil Merinvest C.A., in accordance with the standards of the Venezuelan National Securities Commission (CNV). Mercantil Banco Universal Mercantil Banco Universal’s total assets grew Bs 6,428 million (21.3%) compared to December 2008. During the year the loan portfolio grew Bs 4,949 million (32.3%) and deposits increased Bs 7,209 million (29.1%). Loan portfolio quality remains very favorable, with a ratio of Pastdue and Nonperforming Loans to Gross Loans of 0.9%, compared to 2.4% for the Venezuelan financial system as a whole. At December 31, 2009, the Mercantil Banco Universal subsidiary ranks second in the Venezuelan financial system in terms of Total Assets with a 10.5% market share. The leading institution has a 12.3% share and Venezuela’s four main banks account for 39.3% of the country’s financial system. Mercantil Banco Universal is Venezuela's leading bank in terms of tourism, and manufacturing loans, and mortgages under the Mortgage Debtor Law (Ley Especial del Deudor Hipotecario), with market shares of 16.3%, 20.3% and 16.9%, respectively. It also ranks second in the Venezuelan financial system in terms of Gross Loans and Agricultural Loans with market shares of 13.1% and 13.0% respectively. Mercantil Banco Universal is the leading institution in the domestic banking system with 19.6% of savings deposits; it also ranks second in terms of total deposits including investments sold under repurchase agreement, with 11.3% of the market. As of December 31, 2009 investments in securities were made up as follows: Certificates of Deposit and other securities issued by the BCV with maturity under 30 days, 45.8%; securities issued or guaranteed by the Venezuelan government, 48.9%; U.S. government-backed securities, 3.9%, and securities issued by the Venezuelan and international private sector and U.S. government-backed agencies, 1.4%. A n n u a l Re p o r t 2 0 0 9 76 Shareholders’ Equity grew Bs 591 million (21.8%) compared with December 2008, reaching Bs 3,300 million at the close of December 2009. This increase includes mainly Bs 722 million in accumulated net income for 2009 and a Bs 67 million increase due to the effect of adjusting available-for-sale investments at their fair value. It also includes a decline of Bs 198 million corresponding to dividends paid in cash. The equity/assets ratio at December 31, 2009 is 10.2%2 (minimum requirement 8%) and the equity/risk-weighted assets according to the standards of the Superintendency of Banks in Venezuela is 17.0% (minimum requirement 12%). Net earnings for the year were Bs 722 million, down Bs 99 million (12.0%) compared to 2008. This variation was mainly due to: • Bs 235 million (10.5%) increase in net interest income to Bs 2,239 million. This increase resulted mainly from the increase in the Financial Intermediation Ratio from 63.7% at December 31, 2008 to 65.6% at December 31, 2009. • Bs 164 million (52.5%) year-on-year increase in expenses for written-off loans and other accounts receivable, compared with Bs 313 million in 2008, resulting from loan portfolio growth and higher provisions for the commercial and construction sectors. • Operating Expenses rose Bs 254 million (16.0%) compared with 2008, mainly due to the following increases: Bs. 179 million (22.3%) in Personnel Expenses in line with the wage increase policy; Bs 23 million (16.6%) increase in Maintenance Expenses, Depreciation of Property and Equipment and Amortization of Intangibles, Bs 23 million (21.2%) in expenses for outsourced services such as secure transportation and other services; and Bs 33 million (24.9%) in fees paid to regulatory agencies. Over the last 12 months Venezuela registered 26.9% inflation. This variable has a significant impact on Mercantil Banco Universal’s operating expenses. (2) Obtained from dividing shareholders equity minus goodwill’s amortizations by total assets minus Public Debt Securities. Mercantil Banco Universal, Consolidated Year Ended (In thousands of Bs and millons of US$) 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars Total Assets 17,071 36,609,791 30,181,479 22,997,523 Investments in Securities 2,778 5,956,675 6,220,556 3,608,182 Loan Portfolio, Net 9,460 20,287,426 15,338,403 12,432,519 Deposits 14,927 32,013,443 24,804,865 19,757,310 1,539 3,299,517 2,708,877 2,091,272 337 722,035 820,956 534,952 Equity Net Earnings for the Year Historic figures presented in accordance with the standars of the Venezuelan Superintendency of Banks and Other Financial Institutions. (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Mercantil Servicios Financieros 77 Mercantil Commercebank Florida Bancorp At December 31, 2009 Mercantil Commercebank Florida Bancorp registered a US$ 6,000 million (0.4%) year-on-year reduction in total assets. The investment portfolio shrank 11.2% to US$ 2,327 million over the same period and was composed of instruments issued by the U.S. government (57.9%), U.S. government-backed agencies (40.3%) and private companies (1.8%). Net loans registered 7.0% year-on-year growth to US$ 3,248 million and total deposits reached US$ 4,400 million, up 0.9% compared to December 31, 2008. During 2009 Mercantil Commercebank, N.A. registered US$ 115 million equity growth to US$ 654 million. Mercantil Commercebank Florida Bancorp posted a negative US$ 31 million in 2009 earnings compared US$ 4 million in 2008. This decline is due to a US$ 55 increase in provisions for residential mortgages and construction as a result of the fall in the value of commercial and residential property experienced by this market in the United States in general and in South Florida in particular during 2009. The net interest income also declined US$ 26 million, due mainly to lower U.S. interest rates. Earnings from operations involving the trading of securities issued by the U.S. government and government-backed agencies increased US$ 35 million. Personnel expenses were US$ 17 million lower than in 2008. The Bank registered positive earnings of US$ 85 million before loan portfolio and tax allowances, 22.4% up on the US$ 70 million recorded for 2008. The main capital adequacy indicators for Commercebank N.A. are 10.9% Equity/Assets and 20.8% Equity/Risk-Weighted Assets, in line with the standards of the Office of the Comptroller of the Currency (OCC). In regulatory terms, a bank is considered well capitalized if these ratios are 5% and 10%, respectively. Mercantil Commercebank Florida Bancorp Consolidated 2009 2009 2008 US$(1) bolivars bolivars bolivars 6,000 12,868,132 12,925,219 11,939,286 Invesments in Securities 2,327 4,990,797 5,617,216 4,641,054 Loan Portfolio, Net 3,248 6,965,365 6,508,484 6,431,181 Deposits 4,400 9,435,191 9,351,927 9,640,843 Equity 560 1,201,270 980,788 793,339 Net Earnings for the Year (31) (66,249) (8,205) 75,475 Year Ended (In thousands of Bs and millons of US$) Total Assets Figures according to the accounting principles generally accepted in the United States (US GAAP). (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. A n n u a l Re p o r t 2 0 0 9 78 2007 Mercantil Seguros Premium income in 2009 registered 38% year-on-year growth to Bs 2,802 million and reflects a major achievement by the Company’s sales force. At the close of 2009, Mercantil Seguros was Venezuela’s third insurance company in terms of net collected premiums, with a market share of 9.3%. The assets account at the close of 2009 totaled Bs 2,264 million, 33.4% higher than at December 31, 2008. The Company’s equity over the period increased 36.0% to Bs 691 million, which provides a solvency margin that complies with the regulations in force. The figures presented include all the mandatory and voluntary reserves required to guarantee the Company’s operations, including outstanding claims reserves and end-of-period payments. Guarantees and reserves total Bs 1,360 million (37.0% up on the previous year). As of December 31, 2009, the Company’s investment portfolio was Bs 1,926 million, 35.8% more than at the close of December 2008. Total Investments representing Technical Reserves were Bs 1,674 million, 41.1% more than at the close of 2008, and sufficient liquidity levels were maintained to meet commitments to policyholders, insurance advisors and reinsurers. Net earned premiums from Individual Lines of Business rose 38.0% from Bs 956 million in 2008 to Bs 1,319 million in 2009, represented mainly by the health and automobile businesses. The technical result2 for 2009 closed at Bs 86 million, with a combined ratio (COR)3 of 96.3%. Net income in 2009 grew 56.3% to Bs 201 million compared to 2008, leveraged by positive investment income. Mercantil Seguros, C.A. Year Ended (In thousands of Bs and millons of US$) 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars 1,056 2,263,742 1,697,083 1,154,223 Investments in Securities 898 1,925,918 1,418,576 980,228 Equity 322 690,547 507,921 358,436 Total Assets Net Earnings for the Year Net Premiums 94 200,664 128,368 69,056 1,307 2,801,933 2,029,800 1,413,800 Historic figures in accordance with the standars of the Venezuelan Superintendency of Insurance. (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. (2) Tecnical Result = earned premiums - incurred claims - operating expenses. (3) Combined Ratio = (incurred claims + commissions + operating expenses) / earned premiums. Mercantil Servicios Financieros 79 Holding Mercantil Internacional The four main financial institutions consolidated under Holding Mercantil Internacional are: Mercantil Bank Curaçao, N.V., in Curaçao; Mercantil Bank (Panamá) S.A. in Panama; Mercantil Bank (Schweiz) AG, in Zurich, Switzerland and Mercantil Bank and Trust Limited (Cayman) in the Cayman Islands. The activity of Mercantil Bank (Schweiz) AG, which includes its Mercantil Bank and Trust Limited (Cayman) subsidiary, remained at similar levels to 2008, reaching US$ 330 million in total assets at December 31, 2009. At December 31, 2009, Mercantil Bank (Panamá) S.A. has US$ 86 million in total assets, reflecting 95.9% growth compared to the close of 2008. With US$ 509 million in total assets at December 31, 2009, Holding Mercantil Internacional’s exceeded the previous year’s figure by 1.4%. Over the same period the investment portfolio expanded 77,7%, from US$ 240 million to US$ 426 million. It posted US$ 11 million in net annual income, mainly due to securities trading operations. Holding Mercantil Internacional C.A. Consolidated 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars Total Assets 509 1,091,268 1,075,835 1,023,245 Investments in Securities 426 914,241 514,380 440,936 55 117,870 503,287 539,548 Deposits 395 846,769 858,618 828,684 Equity 108 231,150 201,665 176,072 11 23,582 2,548 74 Year Ended (In thousands of Bs and millons of US$) Loan Portfolio, Net Net Earnings for the Year Figures in accordance with the standars of the Venezuelan National Securities Commission. (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Mercantil Merinvest Mercantil Merinvest’s subsidiaries include a securities brokerage company, and a mutual fund and investment portfolio management company. At December 31, 2009 Mercantil Merinvest registered Bs 134 million in total consolidated assets, down 49.5% compared to 2008. This variation is reflected by the Bs 118 million yearon-year decline in securities-indexed financial asset operations carried out through Mercantil Merinvest Casa de Bolsa, C.A. in 2009. In January 2010 the Venezuelan Securities Commission (CNV) amended the Intermediation Rules governing Brokerage Houses and Exchange Bureaus and suspended such agencies from carrying out securities lending transactions, giving them a maximum of 90 days to settle outstanding operations. At the close of February 2010 Merinvest registered no outstanding securities lending operations. A n n u a l Re p o r t 2 0 0 9 80 Net income increased 29.2% from Bs 38 million to Bs 49 million at December 31, 2009, mainly due to net yields from financial asset and liability transactions (increase in average volumes) and lower operating expenses. Mercantil Merinvest, Casa de Bolsa, C.A., continued to offer the Cuenta de Corretaje Merinvest (CCM) product, which at the close of December 2009 had attracted 50,459 new clients compared with 38,296 at the end of 2008. Mercantil Merinvest, C.A. Consolidated 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars Total Assets 63 134,097 265,455 328,877 Investments in Securities 30 64,647 83,530 91,723 Indexed Financial Assets 21 45,110 162,888 228,156 Equity 55 118,653 118,815 92,760 Net Earnings for the Year 23 49,395 38,231 8,458 Year Ended (In thousands of Bs and millons of US$) Figures in accordance with the standars of the Venezuelan National Securities Commission. (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Other Non-Financial Businesses Mercantil Inversiones y Valores Mercantil Inversiones y Valores comprises Mercantil Servicios Financieros’ non-financial companies, such as Servibien, Almacenadora Mercantil and other investments in securities. Servibien’s main function is to sell off real estate and property owned by Mercantil Servicios Financieros. In 2009 Servibien sold Bs 10.6 million worth of real estate. Mercantil Seguros held 10 private auctions of recovered automotive vehicles, bringing in Bs 40.4 million. At the close of 2009, Mercantil Inversiones y Valores, C.A. registered Bs 71 million in assets and Bs 67 million in liabilities. Mercantil Inversiones y Valores Consolidated Year Ended (In thousands of Bs and millons of US$) 2009 2009 2008 2007 US$(1) bolivars bolivars bolivars Total Assets 33 70,949 146,891 85,721 Invesments in Securities 22 47,578 35,988 65,111 Equity 31 67,055 116,274 80,001 Net Earnings for the Year 15 32,790 61,063 (5,735) Figures in accordance with the Accounting Principles Generally Accepted in Venezuela. (1) Dollar figures are given for reference purposes only and are converted at the exchange rate of Bs 2.1446/1US$. Exchange control has been in place in Venezuela since February 2003. Mercantil Servicios Financieros 81 OSCAR PELLEGRINO OSCAR PELLEGRINO Zona Inca • 1989 Paint and mixed media on canvas • 160 x 140 x 2.5 cm Credit Ratings Mercantil Servicios Financieros Each year risk, Moody's Investors Service, Fitch Ratings and Clave Sociedad Calificadora de Riesgo, carry out credit ratings on Mercantil Servicios Financieros (Mercantil) and its subsidiaries, Mercantil Banco Universal C.A., Mercantil Commercebank Florida Bancorp and Mercantil Commercebank N.A. The attached table shows the current credit ratings which reflect the solidity of Mercantil and its subsidiaries in the countries where they do business. Mercantil’s ratings reflect satisfactory financial indicators. Mercantil is among the highest rated venezuelan issuers. According to Fitch's rating scale Mercantil has a very high credit quality and its ratings reflect very low default risk. They also indicate very strong capacity for payment of financial commitments. The ratings assigned to the Commercial Papers and Unsecured bonds issued by Mercantil are the highest given to an issuer in Venezuela. The national risk ratings for Mercantil Banco Universal are sustained by its deposit franchise, sound deposit base, adequate performance and risk management culture, earning it the best ratings given to a private financial institution in Venezuela. The international ratings are largely predicated on Venezuela’s country risk. The ratings for Mercantil Commercebank Florida Bancorp and Mercantil Commercebank N.A. have been affected by the adverse state of the US economy, particularly in the state of Florida, although they reflect financial flexibility in terms of their ability to meet their commitments. Fitch Ratings indicates in its report the bank’s high level of liquidity with a high-quality shortterm investment portfolio. Mercantil Servicios Financieros Fitch Ratings Clave National Ratings Long Term Short Term Unsecured Bonds (Long Term) Commercial Papers (Short Term) AA (Ven) F1+ (Ven) A2 A1 A2 A1 Fitch Ratings Moody’s AA+ (Ven) F1+ (Ven) - B+ B B+ B D B3 B1 E+ Mercantil Banco Universal National Ratings Long Term Short Term International Ratings Long Term (foreign currency) Short Term (foreign currency) Long term (Local Currency) Short term (Local Currency) Individual Mercantil Commercebank Florida Bancorp and Mercantil Commercebank N.A. Fitch Ratings National Ratings Long Term (Deposits) (only Mercantil Commercebank N.A.) Long Term Short Term Individual BB+ BB B C/D Mercantil Servicios Financieros 83 MARGOT RÖMER MARGOT RÖMER Proyecto para cubrir con una bandera de seda la Silla de Caracas y Naiguatá • 1984 Oil on canvas • 80 x 244 cm Prevention and Control of Money Laundering The mission of Mercantil’s Prevention and Control of Money Laundering Unit is to ensure compliance with the Money Laundering legislation in force in Venezuela and the other countries where Mercantil Servicios Financieros operates, supporting the Organization through a systematic professional approach, to detect, follow up and manage reputational risk due to money laundering and to provide data, analysis and recommendations to the Banks’ customers and clients to guarantee that its performance adheres to the regulations and best international practices in that field, such as the recommendations of the Financial Action Task Force (GAFI), the Caribbean Financial Action Task Force (GAFIC), the Wolfsberg Principles and the Customer Due Diligence for Banks of the Basel Committee on Banking Supervision of the Bank for International Settlements. Mercantil Servicios Financieros 85 The Control and Oversight mechanisms in place, mainly at the Mercantil Banco Universal, Mercantil Seguros, Mercantil Merinvest, Mercantil Sociedad Administradora de Entidades de Inversión Colectiva, Mercantil Bank Curaçao, Mercantil Bank (Panama), Mercantil Bank (Schweiz) AG and Mercantil Commercebank subsidiaries, facilitate on the one hand the timely detection of operations which, because of the nature of their activities, are presumed to involve money laundering, and on the other to report them to the appropriate authorities. The “Know your Customer” policy is crucial to the timely detection of operations presumed to involve Money Laundering. Anti-Money Laundering compliance processes are reviewed on a regular basis by the supervisory authorities of the different jurisdictions where Mercantil Servicios Financieros operates and also by the Independent and Internal Auditors. There is a “Comprehensive System for the Prevention and Control of Money Laundering” in place to guarantee compliance with the regulations in force. It has a Compliance Officer, a Multidisciplinary Committee, a Prevention and Control Unit and a Compliance Unit to monitor areas liable to involve Money Laundering risks. There are also Operational, Follow-up, Evaluation and Control Plans, a Code of Ethics, a Manual of Policies, Standards and Procedures for the Prevention and Control of Money Laundering, and Training Programs. Its action during 2009 focused mainly on strengthening coverage and minimizing Money Laundering risks, by approving and setting policies, updating the Policies, Standards and Procedures for the Prevention and Control of Money Laundering Manual, appointing compliance staff in areas susceptible to risk, implementing new anti-money laundering administrative and operating processes, training staff with special emphasis on those responsible for managing processes that are the most sensitive to risk, and acquisition of state-of-the-art technology, all of which has led to an efficient and effective structure and a highly professional risk management process , within a climate of ongoing improvements. Mercantil Servicios Financieros developed an extensive program of training courses and workshops in which 9,511 employees participated. Mercantil Servicios Financieros has an ongoing relationship with the regulatory bodies in the different countries where it operates and maintains fluid and effective communications with those agencies. A n n u a l Re p o r t 2 0 0 9 86 Internal Auditing Mercantil’s Global Internal Audit Unit acts independently, taking a systematic, disciplined approach to evaluate and improve the efficiency of its risk management processes, internal controls and corporate governance. It is a user-oriented Unit that employs professional staff and uses modern technology and sufficient material resources to, contribute to its ability to achieve its Strategic Plan. The work of Mercantil’s Global Internal Audit Unit is carried out in accordance with the international framework for best professional internal audit practices established by the Institute of Internal Auditors. The Unit conducts its assurance activities in accordance with the Institute’s guidelines, for instance by increasing communication with the different levels of the Organization regarding the activities of the Audit Unit in order to improve the Company’s processes. Annual Audit Planning covers general, follow-up, regulatory and corporate mandates reviews. The Internal Audit Unit constantly measures, analyzes and monitors a series of performance indicators to ensure that the different Internal Control processes are properly executed. The Internal Audit Unit reports directly to the Board of Directors’ Audit Committee on structural matters. It is made up of the following Units: Mercantil, C.A. Banco Universal Audit Unit, Wealth Management Audit Unit, Mercantil Seguros Audit Unit and Mercantil Commercebank, Audit Unit, which developed their review programs separately and obtained the following results: 885 24 70 100% 90% 80% 5 327 70% 60% 50% 8 71 2 8 18 1,050 352 12 83 68 75 48 61 40% 30% 435 11 40 547 20% 10% 0% MERCANTIL BANCO WEALTH MANAGEMENT GENERAL AND FOLLOW-UP MERCANTIL SEGUROS SPECIAL MERCANTIL COMMERCEBANK QUALITY MERCANTIL PCLC * * Prevention and Control of Money Laundering During 2009, Mercantil’s Internal Audit Unit conducted 1,050 audits that helped strengthen internal controls in its different units, affording priority to the processes with the highest risk impact, by identifying risk gaps; following up the corrective action plans implemented by Management; supporting the External Audit in checking the figures of the Financial Statement items; meeting the requirements of the Regulatory Bodies on audit matters; making Money Laundering Prevention and Control assessments and ascertaining that the Units complied with the processes already certified and awaiting certification by Fondonorma in accordance with ISO 9001:2008. Mercantil Servicios Financieros 87 ERNESTO LEÓN ERNESTO LEÓN Bandera • 1986 Enamel and acrylic on wood (veneer) • 122 x 110 cm Social Commitment Ever since Mercantil was created 85 years ago it has fostered, promoted and supported social development programs. One of its corporate values is “to be a solidary institution and an important factor in the development of the communities where we operate”. The Company’s social investment in 2009 was channeled directly through Fundación Mercantil and its subsidiaries in Venezuela and the United States. It totaled Bs 10.6 million and includes Bs 998,529 in contributions made in accordance with the Science and Technology Law to support research, health and new technology development projects. To foster social development and improve the quality of life of the communities where it is present, 45% of its contributions in this area were earmarked for educational institutions and 55% for social development, cultural, healthcare and religious institutions. Education Mercantil continued to provide support for Basic Education through the “Give your School a Helping Hand” program which has been going strong for 27 years. Through this program, implemented in conjunction with the Foundation for Educational Buildings (FEDE) under the Ministry of Education, school buildings nationwide are repaired and maintained. Support was also given for similar initiatives by a group of education institutions to broaden the scope of the activities undertaken under the program. Higher Education received support through academic training programs for students at Mercantil’s Social Contributions private and public universities to help prepare professionals for the future. Year 2009 The Foundation deserves special mention for backing various student grant and scholarship programs and equipping higher education institutions. Social Development and Healthcare Programs Mercantil continues to back projects and initiatives by various organizations that work directly with children, young people and senior citizens in need. The following institutions were the main beneficiaries of the Foundation’s contributions in 2009: Comedores Madre Teresa de Calcuta, FUNDAPROCURA, Asociación Civil Buena Voluntad, Hogar Vida Nueva, Centro al Servicio de la Acción Popular (CESAP), Centro El Portal and Damas Salesianas. Mercantil has demonstrated its commitment to society through support for specialized healthcare and hospital programs for children, young people and adults. These include Fundación Amigos del Education 45% Social Welfare 26% Niño con Cáncer, Fundación Cardioamigos, Sociedad Anticancerosa de Venezuela, Asociación Culture 11% Venezolana de Servicios de Salud de Orientación Cristiana, Hospital Ortopédico Infantil, Hospital Health 7% San Juan de Dios and the Venezuelan Red Cross. Religious Institutions 11% Mercantil Servicios Financieros 89 Culture, Quality of Life and Environment Because Mercantil sees culture as a value worth stimulating, it fosters programs to disseminate national artistic talent in the field of music, art and literature. The principal institutions supported are Fundación del Estado para el Sistema Nacional de Orquestas Juveniles e Infantiles de Venezuela (FESNOJIV), Orquesta Sinfónica Juvenil Simón Bolívar, Fundación Ballet Contemporáneo de Caracas and Fundación Camerata de Caracas. Mercantil promotes environmental conservation as a means of furthering initiatives to improve people’s quality of life by protecting the country’s natural resources. The programs of Fundación Tierra Viva, la Sociedad Amigos del Árbol (Sadarbol) and the Venezuelan Audubon Society are two such examples. Support for social work by religious institutions Mercantil’s also supports religious institutions that carry out social work. It created the permanent Solidaridad Mercantil – Cáritas fund to attend to national emergencies; and contributes to the Archdioces and Dioces, Fundación para la Educación Eclesiástica Juan Pablo II and Fundación Amigos del Seminario. The “Online Donations” program in particular is an excellent initiative and an opportunity for Mercantil’s customers and clients to learn about the work of the participating institutions and make online contributions via the webpage. U.S. Social Commitment In the United States, Mercantil Commercebank demonstrates its social commitment, particular in South Florida, by supporting programs of organizations such as Habitat for Humanity, the Anti-Cancer League, Florida International University and the Julliard School in New York. Within the framework of the Community Reinvestment Act (CRA), it also provides backing for a number of institutions that directly promote the social development of low-income communities. Special mention is due to volunteers from Mercantil for their participation in the education, social development and cultural activities of various community institutions. A n n u a l Re p o r t 2 0 0 9 90 ADRIÁN, PUJOL ADRIÁN PUJOL Playa de Caruao • undated Acrylic on linen • 112 x 154 cm OSCAR PELLEGRINO OSCAR PELLEGRINO SEMINARIO • 1988 Acrovinylic paint, plaster and cement on wood • 120 x 365 x 2 cm Corporate Governance Mercantil Servicios Financieros is registered in Venezuela and its shares are listed on the Caracas Stock Exchange. It also has a program of Level 1 ADRs which are traded over the counter in the USA. Mercantil’s Corporate Governance structure is based on its Bylaws, the Capital Market Law, the Code of Commerce and the Resolutions issued by the Venezuelan Securities Commission (CNV) on the subject. Ever since Mercantil was incorporated, its Administrators have maintained a close relationship with their shareholders, customers, clients, creditors and employees, marked by the highest professional and ethical principles to guarantee transparent, efficient and proper management. The Corporate Governance structure has been designed to facilitate the supervision and work of the Board of Directors and Management aimed at safeguarding the interests of shareholders, customers, clients, creditors and staff alike. Mercantil has not restricted its Corporate Governance activities to the requirements of the standards. To remain at the forefront in this field, the Board of Directors and Management of Mercantil study the latest trends in this area so that the Company’s Corporate Governance structure can be adapted to current best practices. It is important to highlight the development and execution during 2009 of the strategic project to set up a unit in charge of the detecting and managing compliance risk arising from violation of regulatory obligations through policies, methodologies and procedures capable of strengthening the business model by eliminating or reducing exposure to associated risks. Given the characteristics of the Company, Compliance focuses on the Mercantil, C.A., Banco Universal subsidiary. During 2009 an exhaustive diagnosis was made of the Compliance practices observed and executed. It was used to design the organizational structure of the Unit that would be in charge of Compliance and the Unit’s roles, responsibilities, and governance structure were defined. The work involved formulating the strategic agenda for the next four years and its implementation plan which will begin by focusing on Mercantil Banco Universal, and subsequently include Mercantil’s other subsidiaries and units, excluding the Mercantil Commercebank, N.A. subsidiary, as it has a Compliance Unit for many years now due to the legislation and supervision factors that govern its activities. Mercantil Servicios Financieros 93 Another important aspect of Corporate Governance is the dividend policy formally ratified by the Board of Directors, which has been in place for many years and informs shareholders exactly when dividends will be declared and paid. In line with this policy, all proposals to declare dividends must be made in accordance with the Law and the Bylaws on the matter, and at least 50% of each year's profits must be distributed as stipulated by the Venezuelan Securities Commission (CNV) and subject to regulatory compliance with the equity ratios applicable, and in keeping with the company’s investment and development plans. Based on the foregoing, the Board of Directors will submit to the consideration of the first Ordinary Meeting of Shareholders held each year, the ordinary cash dividends proposal for the second, third and fourth quarters of the year, as well as the proposal corresponding to extraordinary dividends for the year, if applicable, which are payable in cash or in stock. It will also submit the ordinary cash dividends proposal for the first quarter of the following year to the second Ordinary General Shareholders’ Meeting each year. Notwithstanding, the Board of Directors may at any time consider any dividend proposal it deems to be in order. All Mercantil’s activities are carried out according to the strictest ethical and professional principles. Both Mercantil and its subsidiaries have Code of Ethics which encompass a series of ethical principles and values that guide the Company’s decisions and activities. This Code covers fundamental duties: probity, loyalty, efficiency, co-fraternity, honesty, sincerity, dignity and law abidance. It also establishes standards designed to regulate the treatment of possible conflicts of interest and complements the provisions of the Bylaws in this area. These Bylaws stipulate how such situations should be handled and ban Board Members from taking part in discussions on any matters in which they, or their partners in civil or mercantile companies have a personal interest, requiring that directors remain outside the meeting room until a final decision is reached. Mercantil’s governance structure is comprised by the Shareholders’ Meeting, followed by the Board of Directors, with its Audit, Risk and Compensation Committees, the Executive Committee, the President and Executive President, the Internal Auditor and the Compliance Officer. A n n u a l Re p o r t 2 0 0 9 94 Board of Directors The Board of Directors must act efficiently and in the interests of shareholders, creditors, customers, employees and the community at large. The Board has responsibility for defining corporate strategies, determining business policies and establishing and controlling the strategic direction of the institution. It also supervises management of the organization’s various business and support areas. It evaluates results by comparing them against previously approved plans and strategies, performance in previous years and the general banking environment. In line with best corporate governance practices, the majority of the Directors on the Board of Directors of Mercantil Servicios Financieros are independent of its administration. This independence is further proof of Mercantil’s commitment to international management standards and best corporate government practices. The Directors are highly qualified and well-versed in business and finance which guarantees their performance. The Board of Directors is made up of 10 directors and 20 alternate directors. The President and Executive President are chosen from the Board members and both these offices can be held by the same person. The Board meets once a month and whenever else the President deems necessary. To ensure better transparency and control over management procedures, right from the outset Mercantil’s Bylaws provided for the creation of the Compensation and Audit Committees whose functions have been governed by the Bylaws of its main subsidiary, Banco Mercantil, since 1981. An Ordinary Shareholders’ Meeting held in March 2006 passed a proposal submitted by the Board of Directors to amend the stipulation in the Bylaws that had been approved at a Board meeting on May 31, 2001 to give the Risk Committee legal status. These Committees are comprised mainly of Directors who are independent from the bank’s administration. Consistent with tradition to adhere to best Corporate Governance practices, the Audit Committee approved the Company Bylaws which describes the Committee’s purpose, functions and responsibilities; its members are under obligation to prepare an annual evaluation of their compliance therewith. It also states that its members must evaluate such compliance each year and affirms the obligation that the majority of its members must be independent from the bank’s administration, adding that at least one of them must have considerable accountancy or financial management experience. Mercantil Servicios Financieros 95 Board of Directors Compensation Committee Members This Committee is responsible for setting the organization’s policy on staff pay and benefits and for approving the Gustavo J. Vollmer H. (Coordinator) Alfredo Travieso P. Víctor J. Sierra A. Gonzalo Mendoza M. Luis Esteban Palacios W. Luis Alfredo Sanabria U. Gustavo A. Marturet (Ex officio) Alejandro González Sosa (Ex officio) remuneration of the President, the Executive President and senior management., and informing the Board of Directors accordingly. In 2009 the Compensation Committee met 10 times to report on the following matters: Review of the annual remuneration of the President, Executive President and members of the Executive Committee; short and longterm management incentive programs of Mercantil and its subsidiaries in Venezuela and abroad; impact of the national minimum wage increase; impact of the regulations on job security this year; policy on benefits related to the discussions on the collective bargaining agreements of the Mercantil Banco Universal and Mercantil Seguros subsidiaries; review of the fees of the Boards of Directors of Mercantil Servicios Financieros and its subsidiaries in Venezuela and abroad; analysis of staff movement during the year; review of interest rates for special financing programs for staff from subsidiaries in Venezuela; review of fees for counsel on legal, fiscal and migratory matters; succession policy and analysis of process for nominating the Company’s President and Executive President for office; reports on initiatives to rationalize staff expenses at subsidiaries in Venezuela and abroad; review of proposals by the Association of Mercantil Retirees and Pensioners; reports for submission to the Venezuelan Securities Commission (CNV); complementary pension plan, Plan Complementario de Pensiones de Jubilación Mercantil: actuarial results and adjustment of minimum pension under the plan; analysis of executive compensation and its benchmark positioning. Board of Directors Audit Committee Members The Committee has responsibility for reviewing and discussing accounting and management policies, opinions and Luis A. Romero M. (Coordinator) Jonathan Coles W. Eduardo Mier y Terán Federico Vollmer A. Gustavo Machado C. Francisco Monaldi M. Oscar Machado K. Claudio Dolman C. Carlos Zuloaga Travieso Miguel Ángel Capriles Capriles Gustavo A. Marturet (Ex officio) Alejandro González Sosa (Ex officio) reports of the organization’s internal and external auditors, establishing Reserves, reviewing the Financial Statements and their Notes and formulating recommendations to the Board on matters incumbent upon it. It also approves the engagement and remuneration of external auditors. In 2009 the Audit Committee met 8 times to discuss the following topics: review of the financial statements of Mercantil and its subsidiaries and the opinions of the external auditors on those statements and the notes thereto; review of the internal audit activities of the Mercantil’s different subsidiaries and anti-money laundering activities; review and approval of the Independent Auditors’ fees; review of the internal control observed by the independent auditors; review of Mercantil’s financial statements at the close of 2008 in accordance with US GAAP and Mercantil Banco Universal’s financial statements at the close of 2008, also under US GAAP; review of the methodology used to rate and value investments; review of deferred tax; review of internal audit quality assurance program; report on Compliance theory and practice at Mercantil; review of plans to issue financial statements under IFRS. Board of Directors Risk Committee Members Approves Mercantil’s risk profile, policies and limits. Optimizes the use of capital to support the approved risk profile. In 2009 Gustavo J. Vollmer A. (Coordinator) Roberto Vainrub Miguel Ángel Capriles L. Gustavo Galdo C. Luis A. Marturet M. Carlos Hellmund B. Luis Pedro España N. Alberto Sosa S. Germán Sánchez Myles Gustavo A. Marturet (Ex officio) Alejandro González Sosa (Ex officio) the Risk Committee met 6 times and dealt with the following topics: consideration and setting of cross-border credit limits; review adjustments and measures connected with credit risk, review individual borrower and economic group limits, aggregate limits, provisions; status and management report on operational risk and market risk; insurance policy management; follow-up of limits set by the Bolivarian Republic of Venezuela; review reports on the outcome of loan portfolio revisions; setting market risk limits for different subsidiaries; valuation of investment portfolio; strategies, contingency planning to deal with the AH1N1 pandemic. A n n u a l Re p o r t 2 0 0 9 96 Executive Committee Mercantil has an Executive Committee comprising a President and Executive President plus ten senior managers from the Business and Support areas of the organization, which guarantees the timely implementation of Mercantil’s decisions and strategies. The Committee meets on a weekly basis and holds extraordinary meetings as required. It is responsible for evaluating options and formulating recommendations on policy matters, objectives, strategies and organization and submitting them to the Board of Directors for consideration, as well as assisting and guiding Management in its efforts to implement the policies adopted. It is also responsible for evaluating the results of the implementation. President The Chairman of the Board of Directors is the President of the Company. Is responsible for steering the Company’s activities and its business, chairing Shareholders meetings, Board meetings and meetings of the Executive Committee, and providing them with guidance on setting the policies, goals and strategies to be followed when taking important decisions, in accordance with the executive powers granted to them. Is also responsible for representing the Company before political and administrative authorities and public and private entities. In fulfillment of its attributions under the Bylaws, the Board of Directors resolved that the Executive President of Mercantil Servicios Financieros, and also the Executive Presidents of the Mercantil, C.A., Banco Universal and Mercantil Commercebank subsidiaries, shall report to the President. The following units also report to the President: Legal Counsel, Strategic Planning, Global Risk Management, Human Resources, Institutional Marketing and Corporate Communications. The Audit Unit and the Secretariat, which report directly to the Board of Directors, report to the President on administrative matters. The President stands in for the Executive President during his temporary absences, exercising the same powers and attributions. Executive President The Executive President is responsible for the executive management and coordination of the company; submitting to the consideration of the President, the Board of Directors and the Executive Committee any major policies, objectives, strategies and decisions and informing them periodically of the results of their operations. Other responsibilities include designing, establishing and developing the company’s organizational structure and appointing and removing general managers, consultants and advisers as necessary. As mentioned, the Executive President reports to the President, standing in for him during his temporary absences and exercising the same powers and attributions. The following Global Business and Support Units report to the Executive President: Commercial and Personal Banking, Corporate and Investment Banking, Private Banking and Asset Management, Finance, Insurance and New Business, Global Operations and Operations & Technology. The Executive President is also responsible for the executive coordination of all Mercantil’s subsidiaries. Mercantil Servicios Financieros 97 Internal Auditor In accordance with the regulations applicable to Mercantil and its subsidiaries, Mercantil has an Internal Audit Manager who works in conjunction with the Audit Committee when the overall operations of Mercantil and its subsidiaries are examined. The Internal Audit Manager heads Mercantil’s Global Internal Audit Unit, which works with the Audit Committee to design Mercantil’s internal audit plan. This plan is executed throughout the year. The results of the internal audits are reviewed and discussed periodically by the Audit Committee and the Board of Directors, so that any corrective action necessary may be taken. Compliance Officer In accordance with the regulations on the matter, Mercantil has a Compliance Officer who chairs the Committee on the Prevention and Control of Money Laundering and is responsible for designing the Annual Operating Plan for the Prevention and Control of Money Laundering, coordinating and supervising the Anti-Money Laundering Committee and the Money Laundering Prevention and Compliance Unit, coordinating staff training activities on antimoney laundering and maintaining institutional relations with the regulatory bodies on the matter. The Compliance Officer also advises the Audit Committee and the Board of Directors on compliance with their anti-money laundering obligations under the legislation in force. Disclosure of Information Mercantil prepares and publishes the company’s financial statements on a semi-annual basis in compliance with the standards of the regulatory bodies. The company also prepares a quarterly report containing detailed information and precise economic and financial data, as well as other relevant data for the market, which is disclosed to the general public, the National Securities Commission and the Caracas Stock Exchange through nationwide distribution methods, and by e-mail to analysts and participants in the local and international markets. Information is distributed periodically to the Securities and Exchange Commission in accordance with its obligation to maintain Mercantil’s Level 1 ADR program in the United States of America. Financial information on the company is also available on the website of the Mercantil Banco Universal subsidiary at www.bancomercantil.com. Thus Mercantil fulfills the regulations on immediate dissemination of any information that may materially affect the price of its shares. Lastly, but certainly not least, Mercantil has an Investor Relations Unit, whose functions include the timely disclosure of information to investors by different means, including events and presentations. A n n u a l Re p o r t 2 0 0 9 98 ERNESTO LEÓN ERNESTO LEÓN Máscaras • 1986 Acrylic on wood frame • 121 x 110 cm ADRIÁN, PUJOL ADRIÁN PUJOL Playa Majagual • 1987 Acrylic on canvas • 150 x 205 cm Report of the Board of Directors of Mercantil Servicios Financieros on Compliance with the Corporate Governance Principles adopted by the Venezuelan Securities Commission (CNV) Pursuant to Resolution N° 19-1-2005 of the Venezuelan National Securities Commission (CNV) dated February 2, 2005, published in Official Gazette of the Bolivarian Republic of Venezuela N° 38,129 of February 17, 2005, the Board of Directors of Mercantil Servicios Financieros submits to the Ordinary General Shareholders’ Assembly of this report on the degree of compliance with the Principles of Corporate Governance adopted by the Venezuelan National Securities Commission as provided for in said Resolution. Independent Members of the Board of Directors At its February 25, 2010 meeting, the Board of Directors examined the independence of each director and determined that, according to the criteria on the independence of Directors, contained in the above-mentioned resolution, at least one fifth of the members of the Board of Mercantil Servicios Financieros are independent directors. This means that Mercantil Servicios Financieros complies with the provisions set out on this matter in the Resolution issued by the Venezuelan Securities Commission (CNV) on the Principles of Corporate Governance whereby at least one fifth of the Board of Directors must be comprised by independent directors. In order to meet the level of transparency and disclosure required on this matter, the report distributed to the shareholders contains a brief resume on each Director. Audit Committee All the members who vote on the Audit Committee of Mercantil Servicios Financieros are independent directors, according to the criteria on the independence of directors contained in said Resolution. Gustavo A. Marturet and Alejandro González Sosa, in their capacity as President and Executive President of the Company, respectively, attend this Committee as ex officio members. The Audit Committee has and exercises responsibilities in matters regarding the Principles of Corporate Governance. The Committee also deals with other matters. The chapter of the report that refers to Corporate Governance lists the matters dealt with by this Committee in 2009. The resumes of all the members are included in this report. In view of the above, it can be said that Mercantil Servicios Financieros fulfills all the Corporate Governance Principles adopted by the Venezuelan Securities Commission (CNV). Mercantil Servicios Financieros 101 Awards and Acknowledgements Mercantil Servicios Financieros and its subsidiaries received various recognitions in 2009 from internationally prestigious institutions and publications. Mercantil Servicios Financieros • In April, Forbes Magazine ranked Mercantil Servicios Financieros (Mercantil) as the leading Venezuelan institution and the only one in the country’s financial system on its list of the top 2000 financial institutions in the world, according to the results of its survey. Mercantil Servicios Financieros was ranked number 1,333 and is one of the leading financial services companies in Latin America. In this oportunity, Mercantil moves forward 134 positions since 2008. Mercantil Banco Universal • In February, Global Finance magazine awarded Mercantil Banco Universal its “World’s Best Trade Finance Providers 2009” prize for Venezuela. This prize acknowledges the financial institutions that have the highest volume of transactions, range of global coverage, customer services, competitiveness in prices and technological innovation in the world. • In March 2009, for the fourth time running, the Great Place to Work® Institute ranked Mercantil Banco Universal among the best 20 companies to work for in Venezuela. It was also the financial institution with the best workplace environment. Different national and multinational companies took part in the survey conducted by the Great Place to Work® Institute. • In July, Mercantil Banco Universal was acknowledged by Global Finance magazine as the Best Consumer Internet Bank in Venezuela. This result was obtained thanks to the strategic strength of its Online Banking, the benefits it offers customers, and deposits by the new users of the Online Banking service. • In July, Dinero magazine ranked Mercantil Banco Universal as the bank preferred by executives to handle their main accounts, according to the results of a survey of 289 executives from different professions in Venezuela’s main cities. • In October, in Mercantil Banco Universal’s annual follow up of the audit conducted in accordance with ISO 9001:2008, the Venezuelan Standardization and Quality Certification Institute (Fondonorma) ratified the certification of the bank’s lines of services and granted a new one, bringing the total number of lines of service certified in 2009 to ten. The ten certified lines of service are: CAM, Online Banking, Home delivery of checkbooks, Préstame instant loans, corporate client securities, Teller Line, Promissory Notes for businesses, ATM network, credit cards and Employee Trust. A n n u a l Re p o r t 2 0 0 9 102 • In November, Global Finance magazine recognized Mercantil Banco Universal, for the second year running, as the "World´s Best Foreign Exchange Bank” in Venezuela. • In its December 2009 edition, The Banker chose Mercantil Banco Universal as the: Best Bank in Venezuela in 2009 thanks to its outstanding financial results. The magazine emphasized the high profit yield maintained by Mercantil Banco Universal, characterized by its sound organizational structure, optimum risk management and adequate level of capitalization. The Banker highlighted the creation of the new "Mercantil's Ally" network of service points which provide banking services and innovative products to sectors of the population where there was no banking presence. Mercantil Seguros • In March, for the second time running, the Great Place to Work ® Institute included Mercantil Seguros among the top twenty companies to work for in Venezuela and was the only company in the insurance sector to be included in the ranking. Mercantil Commercebank • In March, Mercantil Commercebank won the Greater Miami Chamber of Commerce’s Top 100 Minority Business Award. The Greater Miami Chamber of Commerce pointed out that these prizes recognize the achievements of South Florida businesses. Of the 100 companies that classified as finalists, ten of them received prizes in various different categories. Mercantil Commercebank won in the Employee Workplace Initiatives category. Mercantil Servicios Financieros 103 RAFAEL BARRIOS RAFAEL BARRIOS Trazos triangulares • 1997 Lacquered iron • 250 x 212 x 29 cm Management Board of Directors Directors Gustavo Antonio Marturet Machado President Degree in Civil Engineering from Universidad Central de Venezuela (1962), President and member of the Board of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal. Chairman of the Boards of Mercantil Commercebank Florida Bancorp, Mercantil Commercebank N.A., Mercantil Merinvest and Fundación Mercantil. Member of the Boards of Directors of Mercantil Seguros and Mercantil Bank (Schweiz) AG. Member of the Board of Directors of the Institute of International Finance, Inc.” (IIF). Vice President Venezuelan American Chamber of Commerce and Industry (VenAmCham). Member of the Chairman’s Advisory Council of the Council of the Americas. President of the John Paul II Foundation for Ecclesiastical Education (FESE). Former President of Mercantil Servicios Financieros and Mercantil Banco Universal, President of the Venezuelan Banking Association, National Banking Council, Council of Venezuelan American Entrepreneurs (CEVEU) and the Colombian Venezuelan Economic Integration Chamber (CAVECOL). Former member of the Advisory Council of the Central Bank of Venezuela (BCV), member of the Board of Directors of the Andean Development Corporation (CAF) and of various associations connected with the financial and production sectors. Alejandro González Sosa Executive President Degree in Chemical Engineering from Universidad Metropolitana. MBA Babson College, Massachusetts USA., Massachusetts. Twenty-eight years of service with the Institution. Member of the Executive Committee of Mercantil Servicios Financieros, Mercantil C.A. Banco Universal, Mercantil Commercebank Holding, Mercantil Commercebank Florida BanCorp and Mercantil Commercebank N.A. Member of the Board of Directors of Mercantil C.A. Banco Universal, Mercantil Commercebank Holding, Mercantil Commercebank Florida BanCorp, Mercantil Seguros C.A., Mercantil Merinvest, Casa de Bolsa, C.A., Mercantil Merinvest, C.A., Fundación Mercantil, Todo1 Services, Inc., and Educrédito, A.C. President of the Board of Supervisory Directors of Mercantil Bank Curaçao N.V. and Mercantil Bank Panama, S.A. Former Executive President of Mercantil C.A. Banco Universal, President of Interbank C.A., Banco Universal and Mercantil Merinvest, C.A. and Director of the Venezuelan National Banking Council, the Venezuelan Banking Association, the Swiss-Venezuelan Chamber of Commerce and Industry and the Venezuelan Council for Investment Promotion (CONAPRI). Gustavo J. Vollmer H. Former Chairman of the Board of Banco Mercantil, C.A. (Banco Universal) Degree in Civil Engineering from Cornell University (USA); Doctorate from Universidad Central de Venezuela (UCV). Member of the Boards of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal. Former member of the Boards of Directors of S.C. Johnson & Son de Venezuela, C.A. IBM de Venezuela and IBM World Trade, Americas Far East. Former Chairman of the Board of Directors of Banco Mercantil, C.A. (Banco Universal) and Consorcio Inversionista Mercantil Cima, C.A. and President and/or Director of a number of Venezuelan sugar, metalworking, cement, finance, construction, alcoholic beverage companies and several international corporations. Former President and Director of several business organizations and national and foreign organizations and foundations. Alfredo Travieso Passios Senior Partner Tinoco, Travieso, Planchart & Núñez, Attorneys at Law Graduate and postgraduate degrees in law from Universidad Católica Andrés Bello (UCAB), postgraduate degree from the University of Michigan, USA. Senior Partner of Tinoco, Travieso, Planchart & Núñez, Attorneys at Law, President of Grupo Emboca, C.A. and Tapas Corona, S.A., Board member of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal, Mercantil Commercebank Holding Corporation, Manufactura de Papel MANPA, C.A., Corporación Industrial de Energía, C.A., Ars Publicidad C.A., C. Hellmund & Cia. Toyo Club Valencia, C.A., Envases Venezolanos, C.A. and Desarrollos Judibana, C.A.; President of the Venezuelan Association of Financial Law (AVDF), member of the Venezuelan Association of Tax Law (AVDT), the International Bar Association and the International Academy of Estate & Trust Law. Luis A. Romero M. Electrical Engineer Graduate of Universidad Metropolitana, MBA from Babson College, PMD and CEP from Harvard University. Member of the Boards of Directors of Mercantil Servicios Financieros C.A., Mercantil Banco Universal, Mercantil Commercebank Holding Corporation and Mercantil Commercebank Florida Bancorp. and Mercantil Commercebank, N.A. Member of the Consultative Council of the Venezuelan American Business Council (CEVEU). Director of Sociedad de Amigos del Árbol “SADARBOL.” Director of International Briquettes Holding (IBH), Director of Caurimare, S.A. and Desarrollos e Inversiones, S.A. Former Corporate Director of Strategic Planning of Siderúrgica Venezolana, SIVENSA, S.A. Gustavo Vollmer Acedo President of Grupo Palmar Degree in Economics from Duke University; Postgraduate in Economic Development, Cambridge University, UK; PED in Business Administration from IMEDE, Switzerland. Chairman and CEO of Corporación Palmar, C. A., and other companies in the Palmar Group. Chairman of the Board of Directors of Empresas PMC. Chairman of the Board of Directors of: Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Holding Corporation, Siderúrgica Venezolana, S.A. (SIVENSA), The Pantaleon Group Inc., Vetra Energía, S.L., and Director of S.C. Johnson for the Andean Countries. Member of the Advisory Committee of the Venezuelan Confederation of Industry (Conindustria). Member of the Development Council of Universidad Católica Andrés Bello. Former Chairman of the Board and currently member of the Institute of Advanced Studies in Administration (IESA). Former President, Founder, and member of the Board of Directors of CEVEU (US-VENEZUELA Business Council). Former International President of the Young Presidents' Organization (YPO) and Alianza para una Venezuela sin Drogas. Mercantil Servicios Financieros 105 Jonathan Coles W. Alternate Directors Professor at IESA Luis A. Sanabria U. Graduate of Yale University, with an MBA from Venezuela’s Institute of Advanced Studies in Administration (IESA). Member of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Director of Mercantil Commercebank, N.A. and Mercantil Commercebank Holding Corp.; General Manager, Executive President and President of the Board of Directors of Mavesa, S.A.; Former Minister of Agriculture; Director of the Central Bank of Venezuela (BCV); speaker at national and international institutions. Publications: “Reforming Agriculture”, in Lessons of the Venezuelan Experience, Woodrow Wilson International Center for Scholars and Johns Hopkins University (1995). “Inequality-Reducing Growth in Agriculture: A Market-Friendly Policy Agenda,” in Beyond Tradeoffs, Market Reform and Equitable Growth in Latin America, Inter-American Development Bank (IDB) and the Brookings Institution (1998). J. Coles and C. Machado, Trayectoria de las políticas agrícolas venezolanas: Aprendizajes y exigencias para el futuro, in Agronegocios en Venezuela. Ediciones IESA (2002). Víctor J. Sierra A. Director of Valores and Desarrollos VADESA S.A. Degree in Law from Universidad Central de Venezuela (UCV). Currently Director of Valores and Desarrollos VADESA, S.A., Vice President of Inversiones Capriles and Legal Representative of Cadena Capriles. President of Publicaciones Capriles, C.A. Member of the Boards of Directors of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal. Former Legal Adviser, Legal Representative and President of Cadena de Publicaciones Capriles publishing group and the Capriles group of companies. Director of Valinvenca, Inversiones Finalven, Sociedad Financiera Finalven, Servicios Finalven, Banco República, Inversiones Diversas, C.A. (INVERDICA) and C.A. La Electricidad de Caracas. Former Director of C.A. Venezolana Guías (CAVEGUÍAS). Roberto Vainrub A. Executive Director of Actibienes and Holding Activalores PhD in Engineering (UCAB-1999 Summa Cum Laude), Master’s Degree (Stanford University-1981), Industrial Engineer (UCAB-1978). Has been a professor at IESA since 1997. Founder of IESA’s Center for Entrepreneurship and its first coordinator. Former Vice President and Alternate President of IESA, member of the Board of Directors of IESA and the IESA Foundation. He is a full tenured professor at Universidad Católica Andres Bello where he taught at the Engineering School from 1982 to 2003 – Gold Medal, UCAB. Vainrub started his managerial career in the Marketing Department of Procter and Gamble. Former partner and Executive Vice President of the Venezuelan industrial group Frigilux. Was Director of the Savings and Loan Association Prosperar, E.A.P. (1998 - 2002) and Tucarro.com (2003-2008). Executive Director of Actibienes and of financial group Holding Activalores. Member of the Boards of Directors of Mercantil Servicios Financieros, Mercantil Banco Universal and Mercantil Commercebank Holding Corp. Director of Farmatodo C.A. and President of its Audit and Risk Committee. Vainrub has authored many books and articles and participated in national and international conferences. Director of Educrédito, member of the advisory committee of Conciencia Activa. Former president of the National Association of Manufacturers of Refrigeration Equipment, director of CAFADAE and member of the Conciliation and Arbitration committee of Union Israelita, the Venezuelan Jewish community in Caracas. Miguel A. Capriles L. President of the Capriles Group of Companies Degree in Administrative Sciences from Universidad Metropolitana. President of Cadena Capriles, Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Director of Mercantil Commercebank Holding Corp.; Chairman of the Board of Directors of Mantex C.A., Director of H. L. Boulton, S. A.; member of the Board of Directors of the Institute of Advanced Studies in Administration (IESA); former Director of C.A. La Electricidad de Caracas and Cerámicas Carabobo, C. A. A n n u a l Re p o r t 2 0 0 9 106 Legal Adviser to Corporación Palmar Law degree from Universidad Católica Andrés Bello (UCAB) and studied at Georgetown University, Washington. Currently Director of Inversiones AEFEVE, C.A., C.A. Ron Santa Teresa, Constructora Alvo. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Oscar A. Machado K. President of Siderurgica Venezolana SIVENSA, S. A. Degree in Industrial Engineering from Universidad Católica Andrés Bello, 1974. First Vice President of the Venezuelan Confederation of Industry (Conindustria) and Vice President of the Latin American Iron and Steel Institute (ILAFA) and of the Board of Directors of IESA and the IESA Foundation. Director of Aeropuerto Caracas, S.A.; Board of Directors of the Venezuelan American Chamber of Commerce (VenAmCham), Venezuela Competitiva, Instituto Venezolano de Siderurgia (IVES) and the IESA Foundation, Adviser to the Venezuelan Association of Executives (AVE). Alternate Director of the Board of Directors of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal. Member of the Executive Committee of the Latin American Iron and Steel Institute (ILAFA). Ex–President of Venezuela Competitiva, Instituto Venezolano de Siderurgia (IVES), Venezuelan Association of Executives (AVE) and the Latin American Iron and Steel Institute (ILAFA). Eduardo A. Mier y Terán President of Desarrollos e Inversiones, S.A. Degree in Civil Engineering from Universidad Católica Andrés Bello, MSc from Stanford University. Currently Chairman of the Board of Caurimare S.A. and Desarrollos e Inversiones S.A. Director of Moore de Venezuela,S.A., H.L.Boulton & Co.,S.A. and Fundación John Boulton. Alternate Director of the Board of Mercantil Servicios Financieros and Mercantil Banco Universal. Former General Manager of Inversiones Tacoa, C.A. and President of Educrédito. Luis Esteban Palacios W. Founding Partner of law firm Palacios, Ortega y Asociados PhD in Law from Universidad Central de Venezuela and postgraduate degree from New York University, MCJ. 1958. Founding partner of Palacios, Ortega y Asociados; Director of the Venezuelan Scout Foundation; Alternate Director of Mercantil Banco Universal and Mercantil Servicios Financieros; Vice President of the Venezuelan Arbitration Committee. Adviser on corporate law, banking law and capital markets. Has participated in a number of financing transactions through bank syndicates and project financing. Former member of the Foreign Investment Advisory Council of the Superintendency of Foreign Investments (SIEX); Director of Cantv, Secretary of the Board of Directors of the Bar Association of the Federal District of Caracas and President of Montepío de Abogados de Venezuela. Was Professor of Labor Law at Universidad Central de Venezuela and assistant to the President of the Central Bank of Venezuela (BCV). Gustavo Galdo C. Gustavo Machado Capriles President of Inversora Parnaso, S.A. Vice President and Editorial Adviser to Cadena Capriles Degree in Civil Engineering from Universidad Católica Andrés Bello (UCAB), MSc in Civil Engineering Management and MSc in Industrial Engineering Economic Systems Planning and Honorary Alumni of the Department of Management Science and Engineering of Stanford University, USA. Director of Fe y Alegría, alternate director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. In the public sector he was General Sectoral Director of Public Finance of the Ministry of Finance, Director of Banco Industrial de Venezuela and member of the Advisory Commission on the Negotiation of the External Public Debt (1983-1985). President of Inversiones Finalven, S.A., Sociedad Financiera Finalven, S.A. and Sociedad Financiera Valinvenca, S.A., in the private sector (1987-1998). Degree in Economics from Universidad Central de Venezuela (UCV). Specialized studies in Journalism and Media Management at Universidad de Navarra, Pamplona, Spain. Specialization courses in International Banking at Manufacturers Hanover Trust in New York. Has worked in the tourism construction industry and international trade sectors and held management positions in the field of Strategic Planning with the Confinanzas Consortium. Currently Vice President and Editorial Adviser to Cadena Capriles and Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Gonzalo A. Mendoza M. Chairman of the Board of Negroven C.A. Director of the International Center for Energy and Environmental Studies of IESA Civil Engineer graduated from Universidad Santa María with an MS in Civil Engineering Management from Stanford University, USA. Chairman and Director of the Board of NEGROVEN, S.A., Kamequin, C.A., Director of Tripoliven, C.A. and Valores Químicos (VALQUIMICA), C.A. Alternate Director of the Board of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal. Former President of the Venezuelan Association of the Chemical and Petrochemical Industry (ASOQUIM) and of the Venezuelan Ecuadorian Chamber of Commerce (CAVENEC). Economist graduated Cum Laude from Universidad Católica Andrés Bello (UCAB), with a Master’s in Economics from Yale University and a PhD in Political Economy from Stanford University. Director of the International Center for Energy and Environmental Studies of Instituto de Estudios Superiores de Administración (IESA). Professor of Economics at Universidad Católica Andrés Bello. From 2008-2009 was a Visiting Professor in Political Economics at Stanford University and a National Fellow at the Hoover Institution. Has been a consultant to public and private institutions, including: the World Bank, the InterAmerican Development Bank, the Andean Development Corporation (CAF) and Harvard University. Director of Siderúrgica Venezolana, S.A. (SIVENSA) and Alternate Director of Mercantil Servicios Financieros and Mercantil Banco Universal. Germán E. Sánchez Myles Dentist, Director General of Grupo COR Dental Graduated in Dentistry at Universidad Central de Venezuela with specializations in Buccal Surgery, Cosmetic Dentistry, Prostheses and Management. Formerly Assistant in the Surgical Area of the Puerto Ayacucho Central Hospital and of the Eudoro González Hospital. Director of the Restorative Dental Center 1997-2002. Currently Director General of Grupo COR Dental and Director of Inversiones ARISAN C.A., as well as alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Luis A. Marturet M. Computer Engineer Degree in Computer Engineering and Postgraduate in Business Management from Universidad Simón Bolívar (USB). Furthered his management skills at Wharton, the University of Pennsylvania Business School and in various advanced technology programs. Developed and managed the Information Technology Planning area of C.A. La Electricidad de Caracas. Member of the Board of Directors of C.A. Ed. Marturet & Co. Scrs., and Alternate Director of Mercantil Servicios Financieros and Mercantil Banco Universal. Director of an international mailbox, shipping and messaging franchise and is currently developing new business in the field of production of audiovisual content for the media and entertainment industries and storage of structured information in digital format. Francisco J. Monaldi M. Federico Vollmer Acedo Vice President of Industrias Palmar BSc in Agribusiness from Middle Tennessee State University, master’s degree in Agricultural Economics (MPS/Agriculture) from Cornell University. President of Asesoría AGRIPLUS, C. A., Director of Empresas PMC, member of the Executive Committee and the Board of Directors of Inversiones AEFEVE, President of VENAZÚCAR, Director of FUNDACAÑA, Director of Inversiones Porcinas, S.A., Director of CAVIDEA. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Claudio Dolman C. Director of Holding Activalores Degree in Industrial Engineering from Universidad Católica Andrés Bello. President and Director of ActiBienes. Director of Holding Activalores. Director and Vice President of Rattan Group. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. President and Director of Promotora Itaca 2000, C.A. Was Director of Seguros PanAmerican. Director of Corimon and General Manager of Grupo Osiris. Carlos Zuloaga Travieso Carlos Hellmund Blohm Executive President of Empresas Casa Hellmund Industrial Engineer graduated from Northeastern University, USA, with a Master’s in Business Administration (MBA/SLOAN Fellowship) from the London Business School, U.K. Executive President of C. Hellmund & Cía., S.A., President of Laboratorios Rapid Fot, C.A., President of OPC Operadora, C.A.; Director of the Caracas Chamber of Commerce and Service, the VenezuelanJapanese Chamber (CAVEJA) and the Venezuelan Chamber of the Photography Industry (CAVIFOT); alternate Director of the Boards of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal and member of the Board of Trustees of the London Business School; member of the Marketing Committee of VenAmCham. Senior Partner Tinoco, Travieso, Planchart & Núñez, Attorneys at Law Degree in law from Universidad Católica Andrés Bello (UCAB) and master’s degree in Commercial Law from American University in Washington, D.C., USA. Formerly foreign associate for the Department of Foreign Investment of Holland & Knight LLP in Miami, USA. Alternate Director of the Boards of Directors of Mercantil Servicios Financieros Director of Janus Capital Inc. and former director of Transportes Marítimos del Caribe (Crowley Group). Member of the International Bar Association (IBA) and the American Bar Association (ABA). Mercantil Servicios Financieros 107 Nerio Rosales Rengifo Global Commercial and Personal Banking Manager Degree in Economics from Universidad Católica Andrés Bello. Executive President of Mercantil Banco Universal, Global Manager Commercial and Personal Banking, member of the Executive Committee of Mercantil Banco Universal and Mercantil Servicios Financieros. Director of Mercantil Banco Universal Director of Mercantil Commercebank Holding Corporation Director of Mercantil Seguros. Director of Mastercard International Latin American Region. Director of Mercantil Bank Curaçao N.V. and Mercantil Bank (Panama), S.A. Alternate Director of Mercantil Servicios Financieros. Armando Leirós R. Global Operations and Technology Manager Degree in Economics from Universidad Católica Andrés Bello. Has been with Mercantil for over 30 years. Currently Global Operations and Technology Manager, member of the Executive Committee of Mercantil Servicios Financieros and Mercantil Banco Universal, Director of Todo1 Services, Director of Mercantil Commercebank N.A. and Alternate Director of Mercantil Servicios Financieros. Has held various positions at Mercantil Servicios Financieros, including in particular Manager of Corporate Banking, Manager of Corporate and Institutional Banking, Executive President of Arrendadora Mercantil, C.A. and Banco de Inversión Mercantil, C.A., Director of Fondo Mercantil and Banco Hipotecario Mercantil. Miguel Ángel Capriles Capriles Vice President of Valores y Desarrollos VADESA S.A. and Inversiones Capriles C.A Degree in Administrative Sciences from Universidad Metropolitana, Option Management (1988) and Option Banking and Finance (1991). Currently Vice President/Non-executive Director of Valores y Desarrollos VADESA, S.A. and Vice President/Director of Inversiones Capriles, C.A. Director of Mantex, S.A; C.A. Últimas Noticias; Grabados Nacionales C.A. and C.A. El Mundo. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Former Finance Manager of Inversiones Capriles, C.A., Director of C.A. La Electricidad de Caracas and President of Distribuidora Samtronic de Venezuela, C.A. Luis Pedro España Navarro Director of the Economic and Social Research Institute of UCAB B.A. in Sociology from Universidad Católica Andrés Bello and a Master’s in Political Science from Universidad Simón Bolívar. Currently Director of the Economic and Social Research Institute of UCAB Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Member of the Advisory Council of the newspaper El Mundo Economía y Negocios published by Cadena Capriles. Former banking, insurance and marketing adviser to low-income sectors for Arthur D. Little and Cantv and Adviser on Social Programs for institutions such as the United Nations Development Programme (UNDP); World Bank-Ministry of the Family; UNICEFChildren’s Foundation; governments of Germany and the Netherlands and national and regional public institutions. Coordinated various publications, such as Venezuela: Un acuerdo para alcanzar el desarrollo - UCAB, USB, UCV; IESA (2006) and Detrás de la Pobreza. Diez Años Después (2009), among others. Philip R. Henríquez S. Global Corporate and Investment Banking Manager Degree in Economics from Universidad Católica Andrés Bello (1986) with an MBA from Columbia University, New York (1991). Since 2004 has been a member of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal (Venezuela) and Mercantil Commercebank (USA). Former President of Citibank N.A. and Citigroup Country Officer in Venezuela (2000-2004); Executive Vice President of Banca Mayorista Global; member of the Board of Directors of Banco Venezuela – Grupo Santander and President of Valores Santander Casa de Bolsa (1997-2000), responsible for the Treasury, Fixed Income, Derivatives, Corporate Finance, Analysis, Capital Market, Trust Fund and Custody business. Joined Citibank N.A., Venezuela in 1991 in the Treasury and Derivatives area. Appointed Vice President of Treasury in Venezuela in 1993. His career began at Banco Exterior where he had managerial responsibility in the field of corporate banking. Member of the Board of Directors of the Venezuelan Council for Investment Promotion (CONAPRI) and the Venezuelan Association of Executives (AVE). Former member of the Boards of VenAmCham (2001-2004), Venezuelan National Banking Council (20012004), Caracas Stock Exchange (1998-2000) and the Venezuelan National Gallery of Art (2001-2003), Venezuelan Institute of Financial Executives (IVEF) (2001-2007) and the Venezuelan Anti-Diabetes Foundation (2000-2008). Alberto José Sosa Schlageter Executive Director Corporación Digitel, C.A. B.A. in International Business from Ohio Wesleyan University and MBA in International Management from the University of Denver, Colorado. Executive Director of Corporación Digitel, C.A. President of the Executive Committee of Corimon, Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Formerly President of Seguros La Seguridad and President of Cerámica Carabobo, S.A.C.A. Member of the Boards of: Terminales Maracaibo, H.L. Boulton, C.A., Central Azucarero Portuguesa, Valores Vencred, Chocolates El Rey, Fundación Venezuela Sin Limites, Fama de América. Was a member of the Chamber of Commerce, Caracas Stock Exchange, National Council of Insurance (Consejo Nacional de Seguros), Inversora Seguridad, Invercapital, Bancaracas Consorcio Inversionista. A n n u a l Re p o r t 2 0 0 9 108 Executive Committee Millar Wilson Global International Operations Manager See CV (Board of Directors Section) Degree in Business and Administrative Studies from Bradford University England (1973). Has been with Mercantil for 32 years. Wilson began his financial career with Mercantil Banco Universal in 1977; he moved to the USA in 1982 to open the Miami office. He was Mercantil Commercebank, N.A.’s Executive President from 1984 to 2004 and from 2004 to 2008 was Global Chief Risk Officer of the Mercantil Group. Wilson is currently Global Manager of International Operations of Mercantil Servicios Financieros. Executive President and Director of Mercantil Commercebank Florida Bancorp, Inc., Mercantil Commercebank, N.A., Mercantil Commercebank Investment Services, Inc. and Mercantil Commercebank Trust Company, N.A., and also Country Manager of Mercantil in the United States. Chairman of the Board of BMC Bank & Trust Ltd., Mercantil Bank (Panama), S.A. and e Mercantil Bank Curaçao N.V. Member of the Executive Committees of Mercantil Servicios Financieros and Mercantil Banco Universal; member of the Boards of Mercantil Seguros, Fundación Mercantil and Mercantil Internacional Holding Limited. Graduated from the Harvard Business School Management Development Program (1992). Former Chairman of the Board of the Greater Miami and Keys Chapter of the American Red Cross (2001-2002) and was Director and Treasurer of the Miami Dade College Foundation (1999-2004). Philip R. Henríquez S. Fernando Figueredo M. Global Corporate and Investment Banking Manager Global Chief Risk Officer See CV (Board of Directors Section) Graduated in Law from Universidad Católica Andrés Bello; MBA from Columbia University, New York, and a dual specialization in Finance and Marketing. Member of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal (Venezuela) and Mercantil Commercebank (USA) and prior to that was Credit and Operational Risk Manager of Corporate and Investment Banking at Mercantil Servicios Financieros. Prior to joining Mercantil, was Head of Financial Institutions at Citibank N.A., Venezuela, where he had responsibility for the transactional client segment and the corporate client service area. In Banco Venezuela, as a manager in the Oil and Gas sector and in the Corporate Finance area at Santander Investment. Gustavo Antonio Marturet Machado President See CV (Board of Directors Section) Alejandro González Sosa Executive President See CV (Board of Directors Section) Nerio Rosales Rengifo Global Commercial and Personal Banking Manager Rosa M. de Costantino Global Private Banking and Wealth Management Manager Degree in Economics from Universidad Central de Venezuela. Has been with the institution for 30 years where she has held several positions in the Finance and Commercial Banking areas. Manager of Global Private Banking and Wealth Management and member of the Executive Committee of Mercantil Banco Universal, Mercantil Commercebank Holding Corporation and Mercantil Servicios Financieros. Member of the Board of Directors of Mercantil Commercebank Trust Company, Director and member of the Executive Committee of Mercantil Commercebank Investment Services with a BrokerDealer license in the USA. Chairwoman of the Boards of Mercantil Sociedad Administradora de Entidades de Inversión Colectiva and Portafolio Mercantil de Inversión, Director of Mercantil Seguros, Mercantil Bank Curaçao N.V., Mercantil Bank (Panama), S.A. and Mercantil Bank (Schweiz) AG. Armando Leirós R. Global Operations and Technology Manager See CV (Board of Directors Section) Luis Alberto Fernandes Global Chief Legal Counsel Alfonso Figueredo Davis Global Chief Financial Officer Certified Public Accountant with a master’s degree in Business Administration from Universidad Católica Andrés Bello. Twenty-two years of service with Mercantil Banco Universal. Global Chief Risk Officer of Mercantil Banco Universal and Mercantil Servicios Financieros Member of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal and Mercantil Commercebank. Member of the Boards of several subsidiary companies; chaired the Comptrollers’ Committee of the Venezuelan Banking Association. Worked for Espiñeira, Sheldon y Asociados (PriceWaterhouseCoopers) for 7 years. Graduated in Law from Universidad Católica Andrés Bello, with a Masters in Corporate and Mercantile Law from London University. Currently Global Chief Legal Counsel for Mercantil Servicios Financieros and Mercantil Banco Universal. Formerly Legal Manager for Financial and Corporate Affairs for Mercantil. Director of Mercantil Seguros and Mercantil Merinvest Casa de Bolsa. Member of the Advisory Board of Mercantil Bank Curaçao N.V. and Director of Mercantil Bank (Panama), S.A. Before joining Mercantil he held various positions at the Central Bank of Venezuela (BCV), including General Counsel, Alternate General Counsel for Financial Affairs and Legal Adviser on Monetary and Financial Affairs. Former Adviser to the Financial Emergency Board. Was Professor of Banking Law and National and International Regulation, Financial Contracts and Oversight of Financial Services at postgraduate level at Universidad Católica Andrés Bello (UCAB) and Universidad Central de Venezuela (UCV). Participated as negotiator and adviser for Venezuela on financial services within the framework of the World Trade organization and the Andean Community of Nations. Participant and speaker at national and international seminars and events. Studies in arbitration and negotiation. Mercantil Servicios Financieros 109 Alberto Benshimol M. Insurance and New Financial Businesses Manager Degree in Civil Engineering from Universidad Católica Andrés Bello, MSc from the University of Illinois. Graduated from the SEP at Stanford University, USA. Has been with the institution for 16 years. Manager of Insurance and New Business of Mercantil Servicios Financieros C.A., member of the Executive Committee of Mercantil Servicios Financieros, C.A., and President of Mercantil Seguros, C.A. Formerly General Manager of Inversiones Polar, C.A., and Director of a number of industrial and financial companies. Luis Calvo Blesa Global Office of the President Manager B.A. in Media Studies from Universidad Católica Andrés Bello with 30 years of service at Mercantil. Manager of the Office of the President of Mercantil Banco Universal and Mercantil Servicios Financieros, General Manager and member of the Board of Directors of Fundación Mercantil and General Manager of Fundación BMA. Member of the Executive Committee of Mercantil Servicios Financieros, C.A. and member of the Board of Directors of Mercantil Seguros. Member of the Committee of the Social Alliance of VenAmCham and of Dividendo Voluntario para la Comunidad. Former Chairman of the Venezuelan Bankers Association’s Human Resources Committee and member of the Latin American Human Resources Development Committee of the Latin American Banking Federation (FELABAN). A n n u a l Re p o r t 2 0 0 9 110 Subsidiaries MERCANTIL, C.A. BANCO UNIVERSAL Avenida Andrés Bello, N° 1 Edificio Mercantil Caracas 1050, Venezuela Phone: (58-212) 503.1111 Télex 27002/27003 BMERVC Apartado Postal 789, Caracas 1010-A Venezuela. mercan24@bancomercantil.com www.bancomercantil.com Call Center: Phone: 0-500-600 2424/ 0-500-503 2424 (58-212) 600.2424 -(58-212) 503 2424 MERCANTIL, C.A. BANCO UNIVERSAL CORAL GABLES AGENCY 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.8500 Fax: (1-305) 460.8595 Télex: 681278 BMER UW asala@mercantilcb.com MERCANTIL, C.A. BANCO UNIVERSAL CURAÇAO BRANCH Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao. Netherlands Antilles Phone: (5999) 461.8241 / 1706 Fax: (5999) 461.1974 fgirigori@bancomercantilcu.com MERCANTIL COMMERCEBANK N.A. 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.4000 Fax: (1-305) 629.1400 www.mercantilcb.com MERCANTIL COMMERCEBANK TRUST COMPANY, N.A. 220 Alhambra Circle,11th floor, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 441.5555 Fax: (1-305) 441.5560 www.mercantilctc.com MERCANTIL COMMERCEBANK INVESTMENT SERVICES, Inc. 220 Alhambra Circle, Penthouse, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.8599 Fax: (1-305) 460.8598 www. mercantilcis.com MERCANTIL BANK (SCHWEIZ) AG Talackerstrasse 42 CH-8001 Zurich, Switzerland, P.O. Box 9758 CH-8036 Zurich, Switzerland Phone: (41 - 433) 444 555 master Telefax: (41 - 433) 444 550 www.mercantilsuiza.com MERCANTIL MERINVEST, C.A. Avenida Andrés Bello, N° 1 Edificio Mercantil, Piso 24 Caracas 1050, Venezuela Phone: (58-212) 503.2700 Fax: (58-212) 503.2757 MERCANTIL SEGUROS, C.A. Av. Libertador con calle Isaías “Látigo” Chávez, Edificio Mercantil Seguros, Chacao. Caracas 1060, Venezuela Phone: (58-212) 276.2000 Fax: (58-212) 276.2001 www.segurosmercantil.com MERCANTIL INVERSIONES Y VALORES Avenida Andrés Bello, N° 1 Edificio Mercantil, Piso 20 Caracas 1050, Venezuela Phone: (58-212) 503.3361 / 3644 / 1353 Fax: (58-212) 503.7086 csuarez@bancomercantil.com MERCANTIL BANK (PANAMÁ) Torre de las Américas, Planta Baja Local No 8-A. Punta Pacífica P.O. Box 0819-05811 Panamá, República de Panamá Phone: (507) 282 7000 Fax: (507) 282 7040 asubero@mercantilcb.com MERCANTIL BANK & TRUST, LIMITED Harbour Place, 4th floor 103 South Church Street P.O. Box 1034 Grand Cayman, KY1-1102 Cayman Islands Phone: (1-345) 949-8455 Fax: (1- 345)949-8499 SAO PAULO Av. Paulista, N° 1842, 3° andar, CJ. 37 Edf. Cetenco Plaza, Torre Norte-Cep 01310-200 Sao Paulo, SP, Brasil Phone: (55-11) 3285.4647 - 3284.0206 Fax: (55-11) 3289-5854 mercansp@uol.com.br NEW YORK 11 East 51st. Street, New York NY, 10022-5903, U.S.A. Phone: (1-212) 891.7400 Fax: (1-212) 891.7419 ljordan@bancomercantilny.com Corporate Contacts Mercantil Servicios Financieros Avenida Andrés Bello, N° 1 Edificio Mercantil, Caracas 1050, Venezuela Phone: (58-212) 503.1111 Télex 27002/27003 BMERVC Apartado Postal 789, Caracas 1010-A Venezuela Mercan24@bancomercantil.com www.bancomercantil.com Call Center: Phone: 0-500-600 2424/ 0-500-503 2424 (58-212) 600.2424 -(58-212) 503 2424 INVESTOR RELATIONS Caracas MERCANTIL BANK CURAÇAO N.V. Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao. Netherlands Antilles Phone: (5999) 461.1566 / 1669 Fax: (5999) 461.1974 fgirigori@bancomercantilcu.com Av. Andrés Bello, N° 1, Edificio Mercantil Piso 25, Caracas 1050, Venezuela Apartado Postal 789, Caracas 1010-A Phone: (58-212) 503.1335 Fax: (58-212) 503.1075 inversionista@bancomercantil.com New York Mercantil Banco Universal Representative Offices 11 East 51 st. Street, New York NY, 10022-5903, U.S.A. Phone: (1-212) 891.7405 Fax (1-212) 891.7419 BOGOTÁ Av. 82, Nº 12-18, Piso 8, Ofc. 805 Edificio Interbolsa. La Cabrera Bogotá, D.C. Colombia Phone: (57-1) 635.0035 Fax: (57-1) 623.7701 jrequena2@mercantilcb.com Office of the Presidency LIMA Av. Canaval y Moreyra N° 452 Edificio Standard Chartered, Piso 15 San Isidro, Lima 27, Perú Phone: (51 1) 442 5100 Anexo 232 Fax: (51 1) 442 5100 Anexo 237 rafael.alcazar@rebaza-alcazar.com Corporate Comunications MÉXICO Eugenio Sue N° 58, Colonia Polanco Chapultepec, Delegación Miguel Hidalgo C.P. 11560, México, D.F. Phone: (52-55) 5282.2300 Fax: (52-55) 5280.9418 mercvenmex@prodigy.net.mx Mercantil Servicios Financieros 111 Av. Andrés Bello, N° 1, Edificio Mercantil Piso 35, Caracas 1050, Venezuela Apartado Postal 789, Caracas 1010-A Phone: (58-212) 503.0782 / 0783 Fax: (58.212) 503.0709 presidencia@bancomercantil.com Av. Andrés Bello, N° 1, Edificio Mercantil Piso 14, Caracas 1050, Venezuela Apartado Postal 789, Caracas 1010-A Phone: (58-212) 503.1670 mcomunicacionesc@bancomercantil.com General Production: Corporate Communications Management Artwork Photography: Mercantil Collection / Walter Otto Graphic Design: Arte Impreso H.M., C.A. Printing: La Galaxia • Caracas, Venezuela, March 2010. A Study in Contrasts 80 VenezuelanArtintheEighties Ingenuity and self-expression achieve new levels For decades, the Mercantil Collection has proudly supported and showcased the rich legacy and evolution of Venezuelan art. The pieces included were carefully selected -- all express a clear point of view and represent significant transformations for their period. As a collection, the works express a key period in our history and make visible the changes that have taken place in our society. It is our hope that understanding these changes and trends will guide us toward a better future. The eighties were a decade of broadening racial and linguistic diversity, both internationally and within the country of Venezuela itself. This environment in turn produced new social, cultural, economic, and political views that have since set the stage for the interconnected world we live in today. It was a period in which opposing and even incoherent ideas found expression and common ground. Through these pieces, we catch a glimpse of a widening freedom of thought and greater tolerance towards a range of opinions not previously accepted. Artists during this period were attuned to a growing global sensibility, and produced a range of works in which diversity and eclecticism is presented as an alternative approach to more traditional forms of organization. While this movement offered no real signature, no structure and an acute self-consciousness about the instability of the times, the artists looked to the past for inspiration while incorporating the contradictions of the present. It was a decade that made the impossible real, as evidenced by our collective experience of the computer age, music videos, CDs, and international TV via satellite dishes. In response, artists used new media to bring back the grandeur of their work, experimenting freely with figurative art and abstractionism without the restrictions and censure from an earlier, less opulent time. The works of this period generally find their place within two movements of contemporary art: Neo-expressionism and Neo-figurative art. In these movements, an exciting renaissance of painting, ceramics and sculpture took place. Drawing and engraving gained recognition as autonomous arts. Photography became increasingly appreciated as a viable medium of artistic expression. Conceptual art, installations and performance art all gained momentum and recognition within the art world. And Venezuelan museums and galleries exhibited it all. A great number of renowned Venezuelan and international artists from this prolific period have shaped our collective thoughts today. For this purpose, the Mercantil Collection presents a selection of the works by these iconic artists: Rafael Barrios, Antonio Lazo, Ernesto León, Oscar Pellegrino, Jorge Pizzani and Adrián Pujol. The selections are based on the rich expression of contrasts and depiction of the range of possibilities found in diversity. Mercantil Servicios Financieros is pleased to present these selections from the Mercantil art collection, as part of our continuous endeavor over the past five years to share the works of the Colección Mercantil in our Annual Reports. 80 VenezuelanArtintheEighties at the Mercantil Collection ADRIÁN PUJOL JORGE PIZZANI Caracas desde El Estanque 1999 Acrylic on canvas 128 x 206 cm Overscape 1988 Oil on jute 186 x 240 cm OSCAR PELLEGRINO JULIO PACHECO RIVAS Untitled Undated Acrylic on paper 61.6 x 45.5 cm Ouroboros 1989 Painted and assembled wood 275 x 530 x 169 cm MARGOT RÖMER CARLOS SOSA Emblema vacío # 5 1995 Oil and lithographic ink on canvas 110 x 200 cm Serie Agenda (Polyptic) 1989 Resins and acrylic on canvas 141 x 70.6 cm each one (7 pieces) RAFAEL BARRIOS CARLOS ZERPA Trifásica levitante 1987 Lacquered iron 177 x 142 x 50 cm El Dorado 1987 Acrylic on canvas 192 x 133 cm ADRIÁN PUJOL ERNESTO LEÓN El Ávila desde Altamira II 1994 Acrylic on canvas 130 x 176.5 cm Porrón con plantas 1986 Acrylic paint on wood 122 x 110 cm ERNESTO LEÓN JULIO PACHECO RIVAS Turpial Vegetal 1985 Acrylic and oil on wood (veneer) 110 x 122 x 0.4 cm Área de protocolos inconfesables 1989 Graphite and crayon on paper 74 x 212 cm ANTONIO LAZO JORGE PIZZANI Desnudo y paisaje 1989 Acrylic and charcoal on canvas 240 x 300 cm De Goya (from the Acción GAN series) 2005 Acrylic on canvas 170 x 136 cm ADRIÁN PUJOL ADRIÁN PUJOL El Lajao Undated Acrylic on canvas 147 x 202 cm Playa Majagual 1987 Acrylic on canvas 150 x 205 cm OSCAR PELLEGRINO RAFAEL BARRIOS Zona Inca 1989 Paint and mixed media on canvas 160 x 140 x 2.5 cm Trazos triangulares 1997 Lacquered iron 250 x 212 x 29 cm MARGOT RÖMER CARLOS ZERPA Proyecto para cubrir con una bandera de seda la Silla de Caracas y Naiguatá 1984 Oil on canvas 80 x 244 cm Foto de grupo con Picasso el día de su cumpleaños y algunos amigos (Polyptic) 1987 Acrylic on canvas 246 x 815 cm ERNESTO LEÓN JULIO PACHECO RIVAS Bandera 1986 Enamel and acrylic on wood (veneer) 122 x 109 cm Ciudad de los símbolos precarios 1989 Acrylic on canvas 280 x 840 cm ADRIÁN PUJOL ADRIÁN PUJOL Playa de Caruao Undated Acrylic on linen 112 x 154 cm Crepúsculo en la bahía de Pampatar 1989 Acrylic on canvas 65 x 155 cm OSCAR PELLEGRINO ADRIÁN PUJOL Seminario 1988 Acrovinylic paint, plaster and cement on wood 120 x 365 x 2 cm Calabozo desde las lomitas 1996 Acrylic on canvas 82 x 422.55 cm ERNESTO LEÓN Máscaras 1986 Acrylic on wood frame 121 x 110 cm
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