Policyholder Service Department Report
Transcription
Policyholder Service Department Report
2 0 0 9 Annual Report Table of contents 1 Letter from the Chairman 3 Board of Directors 5 Management Team 6 Group Companies and Main Business Areas 9 Financial environment and Group earnings 12 At Policyholders’ Service 15 Social Commitment 22 Corporate Values 27 Divina Pastora and Athletics 29 Team of Professionals 32 Technology 36 Branch Network 38 Policyholder Service Department Report 41 Consolidated Annual Accounts 57 Consolidated Audit Report 58 Consolidated Profit and Loss Statement 60 Consolidated Statement of Changes in Net Assets 65 Statement of Cash Flows for the Parent Company 68 Consolidated Report 70 Appendix 126 Consolidated Management Report 146 2 0 0 9 Annual Report Letter from the Chairman 3 As every year it is a pleasure to address our policyholders to notify them of the financial results and business at the Divina Pastora Group for 2009 in this publication. The financial crisis deepened throughout the year, affecting all business sectors. The insurance market was no exception. However, beyond this and despite the difficult financial setting, I would like to once again stress the Group’s financial strength on its 53rd anniversary in 2009, producing positive earnings for another year. Our prudent investment policy means we are able to feel confident in the face of the national and international crisis and maintain excellent solvency levels. Further, we offset the blows caused by the recession in the Spanish economy, reduced consumer spending and the present unemployment rate with solid serious management seen in net earnings after tax of 3,74 million euro, almost 80% higher than in 2008, leaving the Company with net assets at 156,3 million euro. These numbers show a good present and a hopeful future for the Divina Pastora Group, but above all a guarantee for our policyholders with whom we fulfil our commitment year on year to show our underlying values: quality, efficiency and speed in service. We carried out a major push in 2009 to provide our different departments with greater human and technical resources so as to further drive the growth phase the Group is experiencing, totalling a business volume of 146,619 million euro - 11.7% above last year. It is precisely the solid management and loyalty of our policyholders that allow us not only to face any difficult situation but also continue on our determined strategy of product and marketing channel diversification that began some years ago. Although this annual report contains a lot of information, projects, events and all types of details setting out the Company’s trajectory, I would like to highlight here Divina Pastora’s social vocation of which we are especially proud. A commitment that gave rise to the Mutualidad 53 years ago and which we must maintain and strengthen today in all our decisions. Proof of this was seen in the merger with Mutualdis, Mutualidad de previsión social pro personas con discapacidad, which began at the start of 2008 and was approved by the Directorate General for Insurance in August 2009. This operation fulfils one of Divina Pastora’s main principles — helping those less fortunate in society. Lastly, I would especially like to thank the continued trust our policyholders place in Divina Pastora and which helps us to continue moving forward. I would like to extend these thanks to the workers, collaborators, management team and board of directors at the Group for their permanent commitment, dedication and professionalism. D. Armando Nieto Ranero Chairman 2 0 0 9 Annual Report Board of Directors 5 Armando Nieto Ranero Chairman Ernesto Martínez Blasco Secretary Luis Munar Durán Deputy Chair 1 Rosa Bosh Zuriaga Deputy Chair 2 Luis de Bago Ruiz Member Cristina Martínez Tarazona Member José Luis Navas García Member Pedro Otón Hernández Member 6 Management Team Armando Nieto Ranero Roberto Navarro Alfaro Chairman Head of IT and Telecommunications • Born in Corunna in 1969. He is a graduate in Theoretical Physics and IT, Economics and Accounting and Finance and holds a Masters in the Stock Market and Finance. He also holds the title European Expert in Financial Investments (C.I.I.A.). • He is a full member of the Institute of Spanish Actuaries. He was an Associate Lecturer in the Department of Mathematics for Economics at the University of Valencia and worked on Research and Development projects in the area of Telecommunications, Chemical Engineering and Nuclear Engineering. • He regularly attends conferences and seminars given at institutions such as the Financial Institute of New York, the Actuaries Association of Catalonia, INESE, Wolfram Research, etc. He has published scientific articles and given conferences at the University of Valencia, Sociedad Nuclear Española, International Congress of Actuaries, etc. • He joined Divina Pastora Seguros in 1997. Since then, he has held management posts in Organisation, Actuary and Financial Services, and IT. Natividad García Guillén Head of the Financial Department •Born in Valencia 1977. She is a graduate in Business Administration and Management. She is an Auditor of the Official Record of Accounts Auditing. •She regularly attends seminars given by institutions such as INESE, the Institute for International Research, the University of Valencia, etc. •She was the Audit Team Manager at Ernst & Young for 5 years, and a Manager at the same company for 3 years. •She joined Divina Pastora Seguros in 2007 as Internal Control and Audit Director. •Born in Valencia in 1951. He is a graduate in Public Relations. •He holds several diplomas certified by IBM in programming languages, application analyses and project management. •He was the head of Development, Systems and Communications at Oscar Mayer for 13 years. •He joined Divina Pastora Seguros in 1985 and has always been linked to management tasks in the Department of IT. Ramón Pérez Jiménez Technical Director •Born in Alcázar de San Juan (Ciudad Real) in 1969. He is a graduate in Economics, Actuary and Financial Sciences, Technical Engineer in IT. Masters in Financial and Tax Administration, Masters in the Stock Market and Finance, European Expert in Financial Investments (C.I.I.A.). •He is a full member of the Institute of Spanish Actuaries. He was an Associate Lecturer in the Department of Mathematics for Economics at the University of Valencia. •He regularly attends conferences and seminars given by institutions such as the Association of Actuaries of Catalonia, INESE, the University of Valencia, etc. • He joined Divina Pastora Seguros in 1994 and has held management posts in branch management, internal auditing and insurance actuary. Management Team 2 0 0 9 Annual Report 7 Marta Navarro Garrote Manuel Pinazo Blanco Head of the Legal Department Head of Marketing • Born in 1974. She is a graduate in Law winning her the extraordinary award on her degree programme. • She holds a certificate in international legal English from the University of Cambridge. • Having worked for twelve years at the prestigious Uría & Menéndez practice and a lecturer in Labour Law on the MBA at the EDEM Foundation, she regularly gives talks at seminars and has written several articles for renowned magazines and periodicals (Lexnova, Expansión, etc.). • She joined Divina Pastora Seguros in January 2009 as Head of the Legal Department. Luis Clavel Padró Head of Human Resources • Born in Valencia in 1969. He is an Industrial Engineer and holds a Masters in Executive Business Management. • He is a regular speaker at international conferences on telemarketing, as well as a collaborator at different quality institutions. • He was responsible for Customer Management at the Aguas de Valencia Group for 10 years, having led international implementation projects in the commercial Latin American market. • He joined Divina Pastora Seguros in 2006 as Commercial Director, working before as an external consultant in implementing the Call Centre. Ernesto Martínez Blasco Head of the Organisation Department •Born in Barcelona in 1965. He is a graduate in Law, holds a Masters in Community Law in Brussels and a Masters in Executive Management from ESADE. •He is Associate Lecturer in Community and Constitutional Law at the University Jaume I of Castellón. •He regularly attends seminars and conferences on Labour Law and Human Resources Management. He was director of the CEOE Department and legal consultant of the Astoria Foundation for 3 years. •He joined Divina Pastora Seguros in 1994. His work has been linked to the Personnel Department from its beginnings. •Born in Valencia in 1962. He is a graduate in Economics and Actuary and Financial Sciences. •He regularly attends seminars given by institutions as the Spanish Quality Agency, the Association of Actuaries of Catalonia, the University of Valencia, INESE, etc. •He was an Administration Manager at professional offices for 8 years. •He joined Divina Pastora Seguros in 1998, having been a branch administration manager and head of the Telephone Service Department. Management Team 8 Luis Munar Durán Jose Vicente Moreno Márquez Head of General Services Department Head of Department Money-Laundering Prevention •Born in Ceuta in 1964. He is a graduate in Law. •He is a specialist in Civil Liability from the Antonio Naya School of Legal Practice (Malaga), holds a Masters in Security and Defence, the Certificate in Terrorism Studies from St. Andrews University (Scotland). He is a Graphologist as well as a qualified pilot. •He has belonged to the Association of Specialist Lawyers in Civil Liability and the Association for the Study of Community Law (ADECOM). He was an insurance agent for Santa Lucía, Commercial Inspector at FIATC and head of the external network at Eagle Star Vida S.A.E. He has published articles in newspapers such as Las Provincias, Diario Sur (Malaga), Tribuna de Castilla y León, and the Financial Newsletter at the Club de Inversión Mobiliario in Valencia. •He joined Divina Pastora Seguros in September 1996 as Regional Manager in Malaga, having worked in the Commercial Department and Legal Department. Elena Durbá Alepuz Head of Internal Control and Auditing • Born in Valencia in 1979. She is a graduate in economics from the University of Valencia. • She holds a Masters in Accounting and Accounts Auditing from the Centro de Estudios Financieros in Valencia, 2004/2005. • She gained a Masters in Management and Accounts Management from the Centro de Estudios Financieros in Valencia in 2008/2009. • She worked at Gasso y Cía Auditores y Censores, S.L. for a year as a junior auditor and at Ernst&Young for 2 years, becoming Team Leader. • She joined Divina Pastora Seguros in September 2007 as a member of the Internal Control and Auditing Department, later becoming the Department’s head. •Born in Valencia in 1966. He is a graduate in Law and holds a Masters in Town Planning Law from the Centre for Financial Studies. •He joined Divina Pastora Seguros in 1989 and has held management posts in difference company departments. Ángela María Colomer Lorente Head of Healthcare • Born in Valencia in 1976. She is a graduate in Actuary and Financial Sciences and holds a Diploma in Business Studies and a Masters in Financial Management. • She is a full member of the Institute of Spanish Actuaries. • She regularly attends conferences and seminars at institutions such as INESE, the University of Valencia, ESIC, etc. • She has held Actuarial and Commercial Services positions at insurance companies and posts of responsibility in administrative and accounting departments at companies in the industrial sector, as well as being Financial Director at a renewable energy company. • She joined Divina Pastora Seguros in 2008 as an insurance actuary. 2 0 0 9 Annual Report 9 Group Companies and Main Business Areas BUSINESS ORGANISATION CHART The merger of Mutualidad Divina Pastora and Mutualdis (a company focused on providing insurance services for those with mental disabilities) was enacted via public deed in August 2009, after having been authorised by the Directorate General for Insurance and Pension Funds. 2009 saw work done on the integration of Cisne Aseguradora, S.A., a company where 92.82% of stock was purchased in July 2008. In turn, major work was performed in managing health products at the Company so as to provide appropriate service for policyholders. Divina Pastora Seguros Mutualidad Fundación Divina Pastora Divina Pastora Seguros Generales SAU. (100%) Cisne Aseguradora, S. A. (92,82%) Gesmutual Inmobiliaria (100%) Viajes Divina Pastora, S.A.U. (100%) As of 31st December 2009, the Group comprises the following companies: Mutualidad General de Previsión del Hogar Divina Pastora Mutualidad de Previsión Social a Prima Fija This is the Divina Pastora Group parent company centred on life, accident and health insurance which has experienced major growth in recent years. Company name: Mutualidad General de Previsión del Hogar Divina Pastora Mutualidad de Previsión Social a Prima Fija. Foundation date: 15th March 1957. Business: Private Life, Accident and Health Insurance. Group Companies and Main Business Areas 10 Divina Pastora Seguros Generales, S.A. Unipersonal (formerly Alianza Médica) A company 100% acquired in 2007. Company name: Divina Pastora Seguros Generales, S.A.U. Foundation date: 20th October 1945. Acquisition date: 3rd May 2007. Business: Health and Life Insurance. The Directorate General for Insurance and Pension Funds authorised Divina Pastora Seguros Generales, S.A.U. to operate in the areas of accidents, diverse pecuniary losses and legal defence on 4th December 2009. The extended company purpose to incorporate these additional areas was enacted in public deed on 19th January 2010. Cisne Aseguradora, S.A. Compañía de Seguros y Reaseguros Divina Pastora Seguros acquired 92.82% of this company in July 2008, thus becoming its majority shareholder. Company name: Cisne Aseguradora, S.A. Compañía de Seguros y Reaseguros. Foundation date: 1st March 1891. Acquisition date: 18th July 2008. Business: Accident, Sickness, Life, Legal Services and Healthcare Insurance. Ministerial Order dated 9th December 2009 authorised the total transfer of the Cisne Aseguradora S.A. Compañía de Seguros y Reaseguros portfolio to Divina Pastora Seguros Generales, S.A.U. Gesmutual Inmobiliaria, S.A. Unipersonal This company was founded with the aim of focusing on the real estate business which was included before in Divina Pastora Seguros. The real estate market situation has not affected the Group significantly since it has always been prudent in this business area. In this way, no new real estate developments have been started, leaving the land undeveloped in expectation of sector improvements. Company name: Gesmutual Inmobiliaria. Foundation date: 11th January 2003. Business: Property development. Group Companies and Main Business Areas 2 0 0 9 Annual Report 11 Viajes Divina Pastora, S.A. Unipersonal This company was founded so as to offer an additional service for policyholders with the chance to book holidays at a significant discount and a customised service at their travel agency. Company name: Viajes Divina Pastora. Foundation date: 7th October 2005. Business: Travel agency. Fundación Divina Pastora The mission of this institution is to perform different types of charity work. Company name: Fundación Divina Pastora. Foundation date: 12th February 2004. Business: Charity work. 12 Financial environment and Group earnings 2009 was marked by a complicated financial situation due to the crisis in Spain and, in general, most other countries to a greater or lesser extent. Several fundamental aspects to the financial environment need to be looked at to study the evolution of the Divina Pastora Group and the wider insurance sector, crucially influencing: • Low interest rates. • High unemployment rates leading to reduced consumer spending in families. • High levels of company failures due to complicated financial situations leading to high unemployment levels and, therefore, reduced spending at both companies that fail and their workers. This has a chain effect affecting suppliers. • Financial scandals linked largely to financial institutions and uncertainty with regards to some countries causing consumer lack of confidence in the sector and a change from a consumer mentality to a savings mentality amongst those with resources. The insurance sector experienced major uncertainty basically linked to investment levels at some insurance companies where adjustments were made due to volatile stock markets; this had a greater effect on those institutions whose investments were in equity or those which were unable to maintain investment maturity and had to offload them, taking hits which, at times, were considerable. In addition, the starting position where real estate investments were a major holding at many insurance companies affected balance sheets through reduced values for these assets. At present there is practically no market for these assets which must remain fixed on company balance sheets awaiting real estate sector recovery allowing them to be sold and converted into treasury. Within this scenario and according to provisional data at the Directorate General for Insurance and Pension Funds for 2009, total business volume for the insurance sector in Spain grew 1.56% (the CPI in 2009 came in at 0.8%). Within this performance, which was maintained with regards to 2008, there was a premium volume increase in the life branch of 5.68% over last year, whilst the non-life sector saw a 2.33% decline. This differs from sector performance in 2008 over 2007 since non-life premiums increased by 2.40% and 15.5% for the life sector. The explanation behind this different performance from one year to another is the fall in consumer spending which directly affected non-life insurance and less available resources for saving in families, linked to the uncertainty and distrust of the sector leading to lower growth in the life branch. Within this framework, Divina Pastora Seguros, solely taking the Group parent company due to the changes in the consolidation sphere not allowing a reasonable comparison between 2008 and 2009 with regards to the consolidated accounts, generally saw a 6.4% reduction in business volume, breaking down into 5.7% for the life branch and 0.7% for non-life, which in the case of Divina Pastora Seguros solely corresponds to accidents. This last reduction is much below that seen in the accident branch for the sector which oscillated around 4.8%. With regards to the accident rate, whilst the life branch for the insurance sector in general saw a decline of 1.8%, Divina Pastora Seguros experienced a 3.7% increase due to the increased savings plan redemptions. In turn, non-life accident rates at Divina Pastora Seguros fell 14.2%, over the 0.38% for the sector. Financial environment and Group earnings 2 0 0 9 Annual Report 13 With regards to Divina Pastora Group financial performance, the consolidated earnings after tax in 2009 rose to 3.74 million euro, whilst in 2008 earnings rose to 2.09 million, thus seeing a positive performance over the last year. In this sense, the main changes in 2009 over the previous year with regards to the consolidated accounts were as follows: • The consolidation sphere saw the incorporation into the Group of the subsidiary Cisne Aseguradora S.A. Compañía de Seguros y Reaseguros with a 92.82% holding; this company was in a complicated financial position at the end of 2009 due to negative earnings of 11.88 million euro for the period which, alongside the negative earnings in 2008, led to net equity at the subsidiary showing a negative figure of 20.43 million. • Divina Pastora financial statements incorporate the merger with Mutualidad de Previsión Social Pro Personas con Discapacidad a Prima Fija (Mutualdis) in 2009, whose merger process finalised last August 2009. All these arguments show the image of a solvent company with consolidated results over time and able to face complicated market situations such as those experienced in the last two years. The financial crisis of 2009 affected the Group, as it did the entire insurance sector, with regards to difficulty in attaining higher production levels; however, investments were not affected by the market situation. Firstly, thanks to the prudence in Divina Pastora Group investment policy, as well as the internal resources it has; this, as always, meant investments were held to term without having to make them liquid in order to make payments. 2 0 0 9 Annual Report At Policyholders’ Service Divina Pastora continued to show for another year that policyholders are its basis and raison d’être. Fulfilling the commitment to respond to them when they most need it is the Mutualidad’s ultimate goal, as well as finding them the best solution to their needs. All this through higher service quality and maximum cover at a competitive price. Improving further policyholder service was one of Divina Pastora Group’s major commitments over the year. Resources were increased in every department, both those with direct client contact and those over the phone or the commercial network, and in other areas, since good performance within the Organisation leads to service excellence. Quality and Continuous Development One of the clearest examples of this continuous growth is the evident improvements in direct permanent communication with policyholders. In this sense, 2009 is characterised by the implementation and development of management systems over the previous year to truly attain the new service challenges in the recently acquired branches for the Group, all in accordance with the rigorous service provided in the traditional business. Specifically, the acquisition of the Health branch led to the necessary creation of an internal service structure and later management with the implementation in IT systems of all data corresponding to Health contracts from the integrated company so as to be managed from a single application. As is logical, the process required updated training for the units responsible, as well as an adjustment in technical and human resources. The recording, assessment and possible payment of all invoices that, due to health insurance, affect health providers were transferred to this call centre operating 24 hours a day 365 days a year at the start of the year. 15 To do this, a specialised department was created to record invoices by medical area, thus allowing for an exhaustive study of the accident rate and rigorous control of service and its appropriateness for current policies. This department was supervised by two people in permanent contact with the medical department, resolving those issues requiring qualified intervention. In total, the recording of 387,386 invoiced medical acts took place in 2009. In turn, an area managing service incidents generated by this type of contract was given resources, both with regards to lack of service by certain medical centres and to obtaining information on specialities covered and service by geographic area. Gradually, and as the months went by, the Organisation standardised the integration of the Health branch allowing a study of the sales possibility of this type of product to commence. In any case, the review and publication of the full medical service in the province of Madrid was performed, then sent out to all policyholders with this policy type. The policyholder service centre took over the entire ordinary management for Health contracts in the first quarter of 2009, as well as the respective authorisations. This meant a major effort in terms of training and adapting IT systems, shown in the 70,893 authorisations and 87,988 calls dealt with. With regards to the traditional business, understood as the commercial business related to usual products and known by Divina Pastora policyholders, a rationalisation process for tasks aimed at adopting an optimum structure to achieve service excellence and process quality was begun. For this, service by business area was compartmentalised, creating highly qualified specialists allowing effective and efficient management for tasks and resources. Equally, a process of some task decentralisation was started to take advantage of the resources at the different administrative units, giving offices more independence, as a good service channel for the future. At Policyholders’ Service 16 The telemarketing unit created last year as a direct sales channel, mainly for Bereavement products, was consolidated in 2009. After the good results since beginning operations in April 2008, this area was strengthened and extended with technical and human resources in line with its growth capacities. Fifteen individuals and two supervisors perform cross-selling from 9am to 9pm, Monday to Friday. Production at the unit continued to grow whilst contract expiry came in at 8.6%, slightly above 2008, mainly due to the worsening financial crisis. Policyholder Service This year maintained the downward line started in 2008 with regards to claims received due to disagreement with the assigned benefit and opened files. 2006 saw 939 files, reducing to 738 in 2007, 701 and 2008 and 690 in 2009. Of these, 630 were from the Mutualidad, 57 from Cisne Aseguradora and 3 from Divina Pastora Seguros Generales. There was, therefore, an 8% reduction at the Mutualidad. In turn, complaints ran to 244, spread as such: 36 from the Mutualidad, with a notable decrease over the previous year which closed with 66; 192 from Cisne, much lower than those received in 2008, and 16 from Divina Pastora Seguros Generales. 90% of claims are due to disagreement with decisions taken on Temporary Incapacity benefits due to Accidents (428) and Surgical Intervention (141), of which 131 and 28 were respectively admitted. This means that in the latter instance the percentage of company-adopted decision reviews remains below 20% (19.85%). The information shows a continued decrease in reviews of prior decisions due to the clear operational improvement of the Benefits Department whose medical staff are integrating their professional decisions thoroughly; they are only nuanced at times as part of the special policyholder protection and this never intends to correct professional decisions made by the medical professional who has greater knowledge and expertise. The best protection in personal insurance At Policyholders’ Service 2 0 0 9 Annual Report 17 Personal Insurance Divina Pastora continues to strengthen its specialisation and competitiveness in “Personal Insurance”. As well as the integration of new products and services from the acquired companies over recent years, it continues to work on its outstanding commitment to policyholders to offer them the best solutions for their needs at the best price on the market. Year after year, the Group offers all types of products and services in an ever more complete range tailored to different types of public. Nonetheless, all these are aimed at protecting what is most valuable – people – and offering the best sector facilities and guarantees: from Personal Multi-risk, a unique product on the market with great flexibility in price and covering accidents due to any activity – both professional and private; Life and Invalidity, where policyholders are covered from the first day without any exclusion period; the Savings/ Retirement Plan, with guaranteed income, security, flexibility, transparency and advances in advantages conditions; Family Bereavement Assistance, with the possibility of choosing between an economical adjusted amount or paying only till age 65; Health, offering a complete medical service, or the Freelancer product which guarantees financial benefits from the first day of sickness and up to 18 months of cover. All these Personal Insurance policies contain very specific features that are especially attractive, as well as the extraordinary price/cover ratio, making them highly competitive products and services in the sector. Proof of this is the increase, for example, of 14.7% in the sales of Life insurance policies or the growth in policyholders with Bereavement at 41.7% in its second year of marketing. This is similar to the Sports Insurance which in 2009 celebrated its second anniversary with figures showing the wide acceptance it has amongst organisers of amateur races. Specifically, the Sports Insurance came about from the many sponsorship activities Divina Pastora carries out in the athletics and road race world, with 153,954 amateur runners benefitting from it at 113 events, triple the number in 2008, where it insured 33 races and 49,920 participants. At Policyholders’ Service 18 New Offices Continuing in line with recent years, Divina Pastora extended its presence in Spain in recent years and 2009 saw the extension of direct and personal client service in two new offices. Specifically, this year saw the opening of offices in Lugo and Santiago de Compostela. These two openings make Galicia one of the autonomous communities with the highest Group presence through its six offices: Corunna, Pontevedra, Lugo, Santiago de Compostela, Tui and Vigo. These new openings meant the Divina Pastora Group had 48 offices spread over 14 of the 17 autonomous communities in Spain in 2009. In addition to the openings of the two Galician offices, due to the continuous growth of the Company and its resources and the intention to improve policyholder service, the Gijón office moved to a bigger location, whilst the offices in Madrid and Bilbao were extended to house all incorporated technical and human resources. Personal Exclusive Service Personal, up-close and exclusive service is a maxim for the Divina Pastora Group. In fact, one of the things setting it out from other sector companies is just this. This feature, however, is not exclusive to Divina Pastora and its policyholders through the customer service department, the commercial network or the branch network; it is also a feature, for example, of Viajes Divina Pastora. This exclusive, preferential and tailored customer service is the added value of the Group’s travel agency and what marks it out in the sector. It does not just book trips but advises on travel and tries all methods to find the solution to requirements at the best price. In addition, Divina Pastora Group policyholders benefit from the added value of discounts. 2009 was the fourth year in business for Viajes Divina Pastora, marked, as is to be expected, by the general financial situation; nonetheless, it organised both holiday and corporate trips for 3,367 individuals, including both customers from the Divina Pastora Group and external companies. Offices network in constant increase At Policyholders’ Service 2 0 0 9 Annual Report 19 Solidity The rigorous internal control to avoid and resolve possible risks of any type which the Company comes up against and the professionalism of the staff spread across different departments are the main business strengths of Divina Pastora. Its corporate values and the competitive environment ensure the company seeks excellence in internal operations. Logically with the aim that this continuous perfecting leads to service quality for policyholders. The Internal Control and Audit department at the company, with its special independence in the year to perform its duties with regards to other areas, is there so that all excellence criteria, alongside the intrinsic values at Divina Pastora such as honesty and transparency, are fulfilled with greater normality. Its responsibilities for internal control were extended in 2009, now covering all Divina Pastora Group companies. In this sense, the internal audit section is responsible for supervising transactions carried out at the Company of the contract by administration staff ended as through a process and regulations control; visits to incidents, four serious, whilst 193 were classed as different offices to review obligatory legal stipulations errors, 71 serious and 128 slight. are fulfilled onsite, as well as internal regulations; and the research and production of incident reports so as to clarify possible situations that go against the law or In turn, the Internal Control Department received 69 departmental incidents, 31 ending as an incident, and internal regulations. the Department opened 23 audit cases over the year, The Department, in addition to ensuring compliance which normally leads to a more thorough analysis. with the quality criteria a company such as Divina Pastora should adhere to, promotes the efficiency and effectiveness of all internal and external processes carried out and sets the parameters allowing correct performance thereof to be controlled. Its annual report, generally due to the prior detection of an incident Most cases were linked to manipulation or falsification of medical reports provided to receive benefits, around 80% ending with the policyholder being dropped by the Executive Committee. sent to the Board of Directors for it to be sent by the latter The Organisation has handwriting experts for document to the Directorate General for Insurance and Pension analysis who rigorously look at all these cases, as well Funds, assesses the compliance and effectiveness of as internal doctors in the Benefits area collaborating said internal control procedures. In short, it is a clear decisively in detection, analysis and supervision tasks effective mechanism working on policyholder service for reports. quality, since one of the functions is to propose internal changes based on possible incidents. The collaboration of different hospitals and health centres is also very important for the Company as they In 2009, the “audit box” received 568 commercial issue original medical reports to resolve cases. Several incidents through the Call Centre area from personal or instances of fraud by policyholders were detected telephone contact with policyholders. Only 43 of all of through these investigations, where the former received them corresponding to the commercial network during or tried to receive benefits not corresponding to them the sales process or during administrative management through report manipulation or falsification. At Policyholders’ Service 20 Internal release of all these detected incidents made all staff members aware; in this way, agents can transmit this in the personal policyholder service. Proof of this is the considerable incident reduction in 2009 over the previous year. In turn, the periodic operational reviews continued for different departments and visits to Company offices so as to review facilities, ensure compliance with legislation in the area of occupational hazards, document management, policyholder service, etc. This occurred in 2009 at the offices in Elche, Salamanca, Leon, Ciudad Real, Sabadell, Jaén, Almería, Huelva, Lugo, Tui and Santiago. In the same way, part of 2009 was invested in reviewing certain internal company departments, based on a review plan. These were Human Resources, General Services, IT and Telecommunications and Organisation. Communication and Transparency These two terms are intimately linked for the Divina Pastora Group which maintains its permanent communication and information transparency commitment with employees, policyholders and the media. Customer contact is continuous at different company departments. In the personal area, such as agents in the commercial network and the offices themselves, over the phone as with the Call Centre, or through communication sent from different company areas. Divina Pastora understands that the entire structure (employees, policyholders, collaborators, etc.) should know every step it takes. This is why in 2009, due in part to the new different business issues and the integration of new products, the Group issued many types of communication releases (information on policies, invitations to events via e-mail, regulations, commercial letters, other letters with information on institutional decisions, etc.). In the second half of the year, Divina Pastora Seguros began to contact policyholders and users over the internet through banners on portals, the corporate website, thematic blogs or e-mail. These tools help it to perform many commercial activities, strengthen brand presence and introduce the Company to other members of the public. Some of this communication refers to promotions aimed at policyholders and the general public, through which At Policyholders’ Service 2 0 0 9 Annual Report 21 Divina Pastora took several couples on holiday around the world. Nearly 4,000 Divina Pastora policyholders entered for the prize on the campaigns “Free summer holiday” and “Free winter break” where winners could choose between attractive destinations such as the French Alps, Amsterdam, Jamaica, Lapland, Punta Cana, Paris, New York... The two national campaigns should be highlighted from the promotions launched by the company to the general public in 2009, following the same sports sponsorship and support line Divina Pastora has had for some time, “We have good news” and “We still have good news”, released through different advertising supports such as TV adverts, internet and other print media. The first campaign saw two people have the chance to accompany the Spanish Athletics Squad to the World Outdoor Championship in Berlin, whilst the second saw a further two people do the same to the World Indoor Championship held in Doha (Qatar); others went to London to run the famous marathon in the British capital. The company started a proactive approach to general communication some years ago and has relied on the media to promote its business. It is in permanent collaboration with journalists and the media when they try to access specific information referring to any Group activity. In the aim of helping them in their work, it issues press releases on the business, the foundation, sponsorship events, organised events, assembly agreements, awards received, etc. This information transparency in all Group areas has increased the presence of Divina Pastora in the media. As well as the frequent communication and press releases, the company organised several meetings with media professionals and press conferences to introduce projects or sponsorship events in 2009. This was true for the Divina Pastora Valencia 10K amateur race, the Challenge 10K BCN Divina Pastora Seguros, the delivery of the cheque for what was collected at the Divina Pastora Valencia 10K for UNICEF, the opening in Santiago de Compostela of the race Circuito Corre con Nos in Lugo, the Oscar Pereiro Charity Race, and the presentation of the Adapted Sport Programme. 22 Social Commitment From its foundation, social commitment has guided Divina Pastora business. This was the reason it was founded in 1957, when the company aimed to provide financial protection to those most in need. Half a century later, it maintains this commitment to policyholders, trying to offer the best cover at the best price, and to society, mainly through the projects and support of the Divina Pastora Foundation for different organisations or for charity purposes. Divina Pastora understands that it must go beyond the business of an insurance company. Social work is a duty that maintains the essence of the Mutualidad alive and that is presently performed by the Foundation with many activities in the area of care and of foundational aims: • Care and social inclusion, with special emphasis on family problems, old age and childhood in situations of invalidity, widowhood and orphanhood. • The promotion and assistance of people at risk of exclusion due to physical, social or cultural reasons, especially those with physical or mental disabilities. • The promotion of social action, including social work, charity work, health and health protection. • The promotion of the social economy, which is particularly significant as the company’s legal status is a friendly society, a model institution for the social economy. • Performing training and education, teaching and/or cultural, sports, environmental, art and culture protection activities, promoting teaching, training and research. With regards to supporting disability, in 2009 the Fundación Divina Pastora renewed its agreement with the University of Valencia to promote and support the physical activity of almost 700 students with some type of disability through the Adapted Sports Promotion and Development Programme. This programme remains very active over the year not only thanks to the university’s management but also as it helps to finance the competition of top-level extraordinary disabled sportsmen and women nationally and internationally which week in week out recall the importance of initiatives like this one with their successes. The swimmer David Levecq, cyclist Maurice Eckhard, judoka Mónica Merenciano, and athletes Jessica Castellano, Miguel Ángel Arroyo and David Bravo, all students at the University of Valencia, are a group of real Social Commitment 2 0 0 9 Annual Report 23 top-flight winners and are the tip of the iceberg for the Adapted Sports Programme. In the disabled section, the charity event held on 8th November at the Auditori de Torrent was particularly emotional where famous names in fashion, music and the media came together to create the Pasarela Alma catwalk involving people with cerebral palsy; all money collected went to projects at the Fundación Aixec. Designers such as Francis Montesinos, Dolores Cortés, Álex Vidal, Alejandro Saez, Tonuca, Siglo Cero, Noelia Navarro, Jaime Piquer, Antonio Moreno, Matilda, Hannibal Laguna, Javier Mompó, Miquel Suay and Javier Larraínzar, alongside the journalist Andrés Aberasturi and the singer Sole Giménez, supported this initiative promoted by the Fundación Divina Pastora and the Fundación Aixec, amongst other institutions. Another up-and-coming project at the Foundation is the “Sustainability” Photography Competition which held its first edition in 2009 with the most visited exhibition at the Botanical Garden in Valencia where the forty best works from the competition (judged by a prestigious jury) were on display. Proceeds from the sale of all these works went to the NGO PayaSOSpital which stimulates and enlivens the life of children in hospitals with serious illnesses in the region of Valencia. This initiative organised by the Falla Borrull-Dr. Peset Cervera, which this year started with the launch of the second edition, fulfils two aims: cultural promotion and environmental awareness and care for children. The following are highlights from the activities performed by the Fundación Divina Pastora in 2009: • Collaboration with the Christmas Basketball Tournament which intends to support different adapted sports and was a homage to the sportsmen and women after their marvellous performance at the Beijing Paralympic Games. • Signing the agreement with the University of Valencia to develop sports at the university and helping train six top-level national and international disabled sportsmen and women. • Collaboration with the Fundación Aixec at the 1st Adapted Golf Tournament. • Collaboration with the University of Valencia and the Valencian Adapted Sports Federation at the 9th FORUM for Sport held from 26th to 28th December in the Conference complex and part of the ORTPROTEC fair where 320 university students were registered. Social Commitment 24 • The Adapted Sports Amateur Race held in Tenerife with great participation rates. • Pasarela Alma, an event promoted alongside the Fundación Aixec where people with cerebral palsy participated with amateur and professional models in a catwalk sponsored by major national fashion houses. • Support for APANDA (Association for Parents of Children with Hearing Problems) with their project in Cartagena to create the first interactive visual and technology space dedicated to hearing: the Aula de la Audición (Hearing Room). • The photography exhibition “De narices en el hospital” (“Noses at the Hospital”) commemorating the first ten years of work of the NGO PayaSOSpital with which the Fundación Divina Pastora shares many initiatives to try to achieve a better life for children going through a hard time. The photography exhibition was opened at the Bancaja facilities in Valencia and, after touring several cities, closed in the Valencian town of Rafelbunyol. • A collaboration agreement with the Club Escuela de Fútbol in Benimàmet created to help children in the area by offering sport as an alternative. This is a group with a high risk of social exclusion. At present, the school has 10 football teams from youth to children with around 110 children benefitting from the programme. • The announcement of the 2nd “Sustainability” photography competition alongside the Falla BorrullDr. Peset Cervera. This new launch will see the competition extend to a national scale and have two prizes. The Environment Department at Valencia City Council is collaborating. The NGO PayaSOSpital and the Fundación Aixec will benefit from the sales of the best works. • The Fundación Divina Pastora, alongside the Politécnica University and Solución CO2zero, was also present at the Climate Change Conferences in Alicante, Gandía and Alcoy, offering the talk “El Cómic y su aportación al Cambio Climático” (“The Comic and its contribution to Climate Change”), as well as exhibiting the touring work “El Planeta nos habla” (“The Planet Talks to Us”). The ‘Planet talks to us’ exhibition has successfully toured around several Spanish cities where 19 comic artists talk about Climate Change and launch an optimistic message in the face of said situation, showing possible solutions such as the use of renewable energies, forests in all their splendour and rivers full of fish. Social Commitment 2 0 0 9 Annual Report 25 • The Foundation also took this exhibition to the Science and Climate Change Week (SECICA), organised in the town of Gandía. • The creation of the first Friendly Society and Social Economy Bulletin BEMES, in collaboration with CIRIECEspaña. This monthly electronic publication is distributed to nearly 35,000 readers. • 12th Research Conference in Social and Cooperative Economy held in Murcia from 24th to 26th June under the banner “The Crisis as an Opportunity for the Social Economy”. Divina Pastora Technical Director Ramón Pérez attended the Round Table, defending in his talk the “Contributions of Friendly Societies to the Social Economy in Times of Crisis”. • Participation at the 4th International Rulescoop Congress, held in September in Montevideo (Uruguay) with a talk from the Chairman of Fundación Divina Pastora, Armando Nieto, at the Round Table “Autonomy and Selfmanagement in the Social Economy and the Different Forms of Associativism”. Solidarity The commitment to the values defended by the company starts with Divina Pastora workers themselves and one of these commitments is to the environment. Many years ago the company started to remove neon signs from offices around Spain to reduce energy use and to make staff aware of the importance of becoming a paperless company. In recent years the reduction in paper use and its useless storage was significant at both branches and the head office. These measures also lead to financial savings for the Group. Social Commitment 26 Solidarity is one of the most rooted values at Divina Pastora and amongst its staff who, every year, get the chance to donate the amount of the Christmas Hamper the Mutualidad distributes to the most needy. This year’s collection went to Apadema with whom the Fundación Divina Pastora has collaborated on several occasions through different projects. The interest in helping those who really need it is ever more extended at Divina Pastora amongst all employees. The chairman Armando Nieto personally took part in several charity events where the Foundation collaborated. Amongst these, and as a pianist, he performed at the National Auditorium of Madrid at the Extraordinary Concert for Apadema held in March and at the Pasarela Alma playing a piece by Mozart in November at the Torrent Auditorium. In addition, Divina Pastora donated furniture from its offices to the Fundación La Casa Grande throughout 2009, another institution working with those with disabilities. Divina Pastora and its employees are especially proud of all these humanitarian and solidarity projects that help to ease, as far as possible, some social imbalances. The company sees this task as an obligation and, therefore, will continue performing it year in year out with the same drive. For all this work in the social arena the company recognises as an obligation, the Fundación Asindown wanted to award the Fundación Divina Pastora with one of its Solidarity Awards 2009 for its work in contributing to the full development of those with Down’s Syndrome. An award collected by the chairman at the fifth edition of the charity event held on 26th June. 2 0 0 9 Annual Report 27 Corporate Values The journey taken by Divina Pastora throughout its history and all that remains to do is set out in very clear corporate values: honesty in complying with social laws and regulations, as well as those at the company itself; efficient and effective service for policyholders; the permanent promotion of training for staff so as to provide better quality and enrich employees’ professional activity; innovation as a sign of technological development and the continuous effort in work to improve productivity and service; defending sustainable development and environmental protection, as well as transparency in communication with staff and policyholders. Proof of this is the successful presentation of this year’s Annual Progress Report where Divina Pastora renews its membership of the Spanish Network for the United Nations Global Compact, an Association whose main aim is to attain voluntary commitment in social responsibility at companies in the network through the implementation of Ten Principles based on Universal Conventions and Declarations of Human Rights, Workers’ Rights, the Environment and Development, and Fighting Corruption. With the presentation of the documents in the Progress Report, which assesses the commitment of the member companies, Divina Pastora shows all these principles reflected in the practice of its daily operations: supporting and respecting the protection of fundamental human rights; ensuring its companies do not infringe human rights; supporting freedom of association and effective recognition of the right to collective bargaining; supporting the elimination of all types of forced labour or that done through coercion; supporting the elimination of child labour; supporting the abolition of discriminatory practices at work; maintaining a preventive approach favouring the environment; promoting initiatives for greater environmental responsibility; favouring the development and promotion of technology that respects the environment and working against corruption in all its forms, including extortion and bribery. We work in order to give an effective and efficient service Corporate Values 28 Mutualdis One of the best signs of Divina Pastora’s social commitment became clear in August 2009 when the Directorate General for Insurance approved the merger with Mutualdis, Mutualidad de previsión social pro personas con discapacidad, which commenced in early 2008. This operation strengthens Divina Pastora Group’s raison d’être as a Friendly Society created 53 years ago and complies with one of its main principles: supporting those less fortunate in society and, in this case, with a clear risk of social exclusion. Therefore, and after the merger, the 4,471 policyholders at Mutualdis around Spain became the responsibility of Divina Pastora Seguros. Homage to the Founder Divina Pastora’s strong trajectory is marked by its origins. Alongside its expansion and growth, the social commitment it was founded with is and always will be visible in its business. The figure and spirit of the founder, Father Salvador de Rafelbunyol, is the soul of the company. For this reason the company wanted to pay homage to him through the Foundation, alongside Rafelbunyol Town Council, by placing a commemorative sculpture in one of the town’s main squares bearing his name in homage to one of its distinguished citizens. The sculptor Vicente Ortí stated that he had based himself on the “humanity, fraternity and generosity” of the holy man to create the work, unveiled at an emotional ceremony with many workers from the Mutualidad there in homage to the founder. 2 0 0 9 Annual Report 29 Divina Pastora and Athletics The path taken by the company two years ago Special mention goes to competitions such as the continued in 2009 with its commitment to sport “Challenge BCN 10K Divina Pastora”, a circuit covering and, specifically, athletics, as a communication and the top 8 ten-kilometre races held in Barcelona with the sponsorship line. It was the start of a new ambitious oldest race in Spain (Jean Bouinn), the biggest (Cursa project which has been gradually consolidated week El Corte Inglés), the most charismatic (Nike Bombers), on week. A challenge attempting to build a brand the most fun (San Silvestre Barcelona) and the most that made Divina Pastora stand out and gave it a traditional (Carrera de la Mercé) standing out. public persona. Alongside many others, Divina Pastora left its quality The perfect motive was found in the values of mark on recently created races since sponsorship has athletics: hope, effort, a striving to excellence... gone hand in hand with top quality organisations. This Values that have a lot in common with the daily life is the case, for example, of the 10K Divina Pastora and corporate philosophy at Divina Pastora Group. This is why it chose to support the Royal Athletics Federation of Spain and the Spanish Team as the main sponsor and official insurance company, and amateur athletes, supporting several road races. Whilst 2008 was a project consolidation year, 2009 was about expansion. Divina Pastora has become the reference insurance company and one of the top private companies for sports and athletics in Spain. Whist it Valencia, a race which has only held two editions but is already a reference amongst the 10K races in the Valencia region. For a further year, the City of Valencia Amateur Race Circuit had support from Divina Pastora Seguros which was key to consolidating it as the most important amateur race circuit in Spain, with an average participation of 3,500 athletes at each of the ten races. supported 12 amateur races in 2007, the next year it ran A very similar project was started in Galicia in 2009, to 88 and 2009 saw 160 races being supported. also promoted by the company: the City of Lugo Divina Pastora and Athletics 30 Amateur Race Circuit (Corre con Nos) where Divina Pastora is attempting to promote amateur athletics for adults and children. These are just some examples of the company’s busy sponsorship activity in the year, covering the whole of Spain but with notable increases in areas such as Galicia, Levante, Catalonia and Madrid. The insurer’s brand stamped on inflatable arches, banners, departure structures, stopwatches, kilometre points, marquees, stands, flags, arrival tapes and all types of advertising material has become a constant feature for the public and runners. The Divina Pastora logo is already a classic presence at major road races, from those with high turn-outs in big cities to those in small towns. Over 300,000 Runners Thanks to these close links with road athletics, Divina Pastora Seguros became consolidated in 2009 as a specialist in the area of Sports Insurance, covering the needs at these events. It insured 113 races over the last year, corresponding to amateur races held around Spain – more than triple the previous year. In total, almost 154,000 runners benefitted from this insurance at these sports events, although over 300,000 runners took part in 160 sponsored road races. After two years on the market the sports insurance benefits from wide acceptance amongst organisers, including the main national circuits. This growth was due both to the product specialisation and the awareness work performed by the company, whose name in amateur athletics has become a reference insurer in the sector. In turn, unconditional support for grassroots sport continued in 2009, especially with the sponsorship of the Municipal Sports Schools of Valencia City Council and the Children’s Circuit Corre con Nos of Lugo Town Council. Sports Merit Award Thanks to this work, Divina Pastora Seguros was recognised by Valencia City Council as “the non-sports company to most support sports in the city in 2009”. This award is part of the prestigious Premios al Mérito Deportivo (Sports Merit Awards) the council awards every year to recognise the work of sportsmen and women, teams, institutions and the media related to the world of sport. Logically, for Divina Pastora Seguros this award is a stimulus to continue on the same vein and double its efforts, contributing to develop playing sports in society and, with this, the values and advantages physical activity has for people. Divina Pastora and Athletics 2 0 0 9 Annual Report 31 Turin and Berlin - Two Elite Moments The sponsorship of the Royal Athletics Federation of Spain led to two high points in the 2009 season – the European Indoor Championships held in March in Turin and the biggest tournament of the year held in summer in Berlin: the World Outdoor Championship. These two competitions held the attention of Spanish athletics fans, alongside the protagonism of Divina Pastora Seguros as main sponsor of the Spanish Team. National athletes stood out in many competitions with the Spanish team t-shirt wearing the Divina Pastora brand on their chests. The moment of the year was taken by Palencia-born Marta Domínguez who became 3,000 m steeplechase world champion in Berlin, taking the sting out of her fall at the Beijing Olympic Games where she missed a medal by falling at the second to last obstacle in the race. In turn, Jesús Ángel García Bragado was the other great hero in the German capital by winning a place on the podium for the 50K racewalk and taking bronze. At the first of the two big events, the European Championships in Turin, Spain again took five medals home, although none were gold this time around. In any case, with or without medals, the effort and discipline of the athletes are values that should be seen in today’s society – especially amongst youth. This is why Divina Pastora chose the Royal Athletics Federation of Spain as its partner, at least until the London Olympic Games in 2012. 32 Team of Professionals The Divina Pastora Group once again left its leading commitment to its workers clear in 2009, especially including the Chairman of the Board: 14 degrees, in highly valued aspects by employees such as three diplomas and six masters, most financial or improved working conditions and work-life balance, executive management. extending resources or developing individual talent and professional development. the different company departments The training of managers is constant, as well as their ability to advise in other areas that are not the exclusive At the end of 2009, the Group had 372 workers responsibility of the department they lead, in this way spread across different categories: 46 in the executive getting the chance to value different consolidated manager group, section heads and graduates; criteria before taking any major decision. 141 as business heads and officials, and 185 as administrative assistants. Women outnumber men in almost all categories at the company, totalling 280 Recruitment to 92 men. A highly significant point, especially in the complicated Supported by different local HQs and offices, the financial situation, that shows group solvency and Human Resources Department put into operation the period of expansion for the group is the 53 new throughout 2009 different campaigns to attain rigor- staff members in 2009, 37 women and 16 men. ous recruitment and selection of commercial agents Internal reports produced by the Human Resources through infojobs.net, radio ads, or selection by areas. Department show the value workers give to the The large number of CVs received (12,163) through continuous improvements put into place by the the different channels and recruitment campaigns company to help the working environment. This was make it possible to match the professional profile also seen in 2009 in the considerable increase in requirements with continuous search and selection commercial network loyalty with regards to previous throughout the year. years. Specifically, the use of radio ads and the positioning The following professional training levels are seen on Google, carried out in December, led to a on the management team, comprising ten managers slight increase in applications in the Recruitment Team of Professionals 2 0 0 9 Annual Report 33 Department e-mail inbox. However, qualitative rather than quantitative differences were seen, since it was a more commercial profile specially linked to the insurance and financial sector. New work methodologies are being performed and incorporated into recruitment material aimed at refining further the search for insurance agents so as to improve all channels and procedures to achieve a larger number of agents matching the profile. These measures include improvements in the present recruitment process based on received CVs, both via infojobs or the website, and other recruitment sources. Two new offers were designed with the aim of recruiting Insurance Agents and Commercial Agents and, in this way, attain a more defined and adapted profile to business needs. In short, processes were sharpened for finding good profiles. The company’s growth and the acquisition of new companies by the group involved the incorporation of staff at several departments at the Head Office: Legal, Technical, General Services and Commercial. This led to six new members, two women and four men, whilst two new posts were covered by internal promotion. Training Professional staff development is one of Divina Pastora Group’s priorities. This is why it carries out many activities and makes resources available to increase professionalism and competence amongst employees, leading to better service for policyholders. In this sense, the Training Area managed a total of 252 courses in 2009, followed by 679 workers at the company and meaning a total of 16,946 hours. This translates to an average of 25 hours per employee. These numbers reflect an evident commitment to rigorous specialised training, involving all departments and geographic areas, from commercial agent courses to other vocational and professional individual ones for employees at the Head Office and other internal courses such as languages or sales techniques. Training is an indispensable element to offer the best service to our insured A Training Dossier was designed in 2009 aimed at incorporated Exclusive Agents comprising two manuals: “The Insurance Sector: Theory and Background”, developing different teaching units setting out all the points in the Broker Law for training Broker Agents and “Divina Pastora Seguros Products” which, in addition to setting out all company products, includes other aspects supplementing agent training such as “The Divina Pastora Seguros Group” and the appendix “Rights and Obligations: Subscriber vs. Policyholder”. In addition, the “Teacher Dossier” was created, aimed at Sales Heads and including several supplementary guides for training and incorporating Team of Professionals 34 new agents: “Teacher and Procedures Guide”, “Supplementary Material for the Agent Product Manual” and the “Commercial and Administrative Operations Guide”. A distance training activity was chosen for administrative workers due to the problems in performing training in office hours; this is a back-up to the main concepts in the insurance sector and a review and strengthening of company products. This initiative was split into two editions and was highly valued by administrative workers. Due to the introduction of new products in recent years, training was also designed under the name “New Client Research” aimed at commercial agents to cover the needs of new policyholders. A new manual and examination assessing acquired knowledge was put together for all company worker training in Preventing Money Laundering. An activity carried out in the last quarter of 2009 and the first month of 2010. In turn, the extensions and improvements made in the Policyholder Service Department required specific training in two sectors of the Call Centre: “Team Management” for supervisors who went on to manage teams in this department and “Claims Management” for agents responsible for taking policyholder calls. Excellence Criteria A highlight amongst the projects promoted by the Human Resources Department was the interest in comparing Human Resources and Organisation Culture practices at Divina Pastora with those at other leading companies in different sectors. This led to the initiative to pursuing the “Best Workplaces Spain 2009” certification for the first time – a prestigious list produced each year by the Great Place to Work Institute Spain setting out the 50 best companies to work at in Spain from the 250 who enter the assessment process. An exhaustive survey measuring employee satisfaction through five main features (Credibility, Respect, Fair Treatment, Pride and Teamwork) was the project’s main pillar since it was worth two-thirds of the total points awarded by the Great Place to Work Institute. The remaining third is set by an appraisal of the practices in the Human Resources Department and the company’s Corporate Culture. Divina Pastora took 61st place on the ranking, from 250 participating companies. This result, although not winning the award Best Workplaces reserved for the top 50, does show that the company is considered to be an excellent place to work by its employees. In fact, 75% see it this way, whilst 89% would recommend it as a good place to work according to the survey. Team of Professionals 2 0 0 9 Annual Report 35 Further, Divina Pastora is valued higher than those included in the top 50 in several aspects such as fair treatment of employees, both in terms of salary and promotion and favouritism, and in the company’s commitment to work-life balance. They also see it as a safe pleasant place to work, above those results obtained by companies in the top positions on the table. The rating is even more outstanding in the comparison study of companies of the same size as Divina Pastora, 250 to 500 employees, or in the financial/insurance sector, where it comes in fifth out of 20 participating companies. Regards the above, we should add it is also above others in terms of pride amongst workers at the company, the company’s impartiality or equal opportunities. The results from all excellence criteria show not only the company’s solidity creating confidence in the future but also its desire to continue improving in the opinion of its workers. The company also took a top position in the financial and insurance sector and stands out for the pride employees feel in working there, directly influencing the company’s satisfaction and commitment to continue on the same path. One our main interest is the reconciliation between professional and familiar life 36 Technology A large part of the technological development in 2009 authorisations issued to checking on invoiced medical was dedicated to integrating the IT system of all new interventions performed by health service suppliers products from companies incorporated by Divina and subsequent payment. Pastora Group in recent years. After the agreements reached with REDSA, the leading Given their specific features, each required the Spanish company in automation and process control adaptation of the Company Databases, dialogues to for the health sector, to use its SANIRED platform at enter and show data, processes and controls to process terminals installed at health centres and with health benefits and manage collection; this led to exceptional growth in the code contained in programmes controlling product management. professionals, new cards with standard magnetic strips were issued to policyholders allowing medical interventions to be validated and authorised at the The major development effort was concentrated time they occur, based on the services contracted on the Health product management with the aim of by each policyholder and fulfilling the commitments maintaining total control over health benefits, from to them. This progressive project practically allows a Technology 2 0 0 9 Annual Report 37 customer cancellation or a service limit to be known by the network instantaneously, blocking authorisation for the corresponding medical interventions. With regards to mobile communications, PDA terminals used by many staff members were replaced for those with more advanced and simple versions allowing users to have mobility for all contacts, their diary and e-mail permanently synchronised, reducing service costs in turn. The year ended with technology renewal agreements reached for the company data network, whereby the telecommunications supplier ONO agrees to completely replace the present company network for another one with MPLS (Multi-Protocol Label Switching) technology; this is increasingly popular due to the capacity to integrate voice, video and data on a common platform with quality of service (QoS) guarantees, in addition to the performance improvements and availability obtained with this technology. The putting into place of this project provides advantages including: • Cost Savings. Applicable from the moment the first agreement is signed so that they are not conditioned to ending the operation and mean between 25% and 40% savings if we take into account improved services. • Full Quality of Service (QoS) Support. Traffic priority in real time, a key element when voice and video is to be added to data networks. • Improved Performance. Due to the nature of the services, the number of jumps between points can be reduced leading directly to improved response times and application performance. • Disaster Recovery. The services connect to data centres and other key locations through redundant multiple connections to other network sites. In addition, remote sites can be easily and quickly reconnected to backup locations if required. This flexibility for business recovery is precisely one of the main reasons why many companies are opting for this technology. • Preparing for the Future. Most telecommunications companies and operators have come to the conclusion that this technology represents “the future”. Our projects to face new goals with the best result 38 Branch Network ALBACETE Concepción,11, 3º izq. ALCALÁ DE HENARES Libreros, 11-1º, of.1 ALCIRA Mayor Santa Catalina, 18 - bajo ALCORCÓN Rioja, 2, 4º (esquina Mayor, 56) ALICANTE Rambla Méndez Núñez, 28-32, 2ª B ALMERÍA Obispo Orbera, 26, entlo., of. 2 BADALONA Pl. Alcalde Xifré,14,1º, 3ª BARCELONA Diputación,180, 2º A BILBAO Iparraguirre 50, 1, dptos. 4, 5 y 6 CÁDIZ Ancha, 22, 2º CARTAGENA Pl. Castellini, 11, 1º, 1ª CIUDAD REAL Ramón y Cajal, 2, 1ª planta CÓRDOBA Avda. Ronda de los Tejares, 32, esc.1ª, 5ª pl., nº 157 ELCHE Vicente Blasco Ibáñez, 58, bajo (chaflán Mariano Luiña) MADRID Princesa, 2, 2º, of. 3 MÁLAGA Avda. Manuel Agustín Heredia, 8 MURCIA Primo de Rivera 10, local 6 OVIEDO Melquíades Álvarez, 26, entlo. PALMA DE MALLORCA Caputxins, 4, A - 2º. Edif. Orisba PONTEVEDRA Nostramo Lourido, 1- bajo PUERTO DEL ROSARIO (FUERTEVENTURA) La Pesca, 35, bajo SABADELL Avda. Francesc Macià, 46-50, 3º, 3ª SALAMANCA Azafranal, 16 GANDÍA Paseo de Germanías, 82, entlo. dcha. SAN SEBASTIÁN DE LOS REYES Plaza de la Constitución, 6, 1º, B GETAFE Concepción, 14, 1º-1 SANTA CRUZ DE TENERIFE Pl. Candelaria,1 - 2ª pl., of. 276 - Edif. Olimpo GIJÓN Corrida, 4, entlo. dcha. SANTANDER Paseo Pereda, 32 ppal. dcha. GIRONA Avda. Sant Francesc, 21, 3º, B SANTIAGO DE COMPOSTELA Rúa Do Penedo, 4, bajo GRANADA San Antón, 72, 4º, 17. Of. Real Center SEVILLA Pl. Josefa Reina Puerto, 3, 2ª planta GRANOLLERS Avda. Sant Esteve, 37, 5º, 1ª TORRENTE Avda. País Valencià,134 - bajo HUELVA Cabezo de la Joya, 1 TUI Compostela, 10-12 JAÉN San Clemente, 3, 3º. Edif. Extremera LA CORUÑA Fernando González, 6, 1º VALENCIA Pl. Ayuntamiento, 26, entlo. Primado Reig, 70, bajo dcha. (esquina Botánico Cavanilles) LAS PALMAS DE G.C. Avda. José Mesa y López, 8, 2ª VALLADOLID Pl. Santa Ana, 7, 1º, A LEGANÉS Avda. Fuenlabrada, 61, 1, of. 3 VIGO Policarpo Sanz, 3, entlo. LEÓN Burgo Nuevo, 24,1º VILAFRANCA DEL PENEDÈS Rambla de Sant Francesc, 11, entlo. 1ª LUGO Rúa Raíña, 18, 2º B ZARAGOZA Coso, 98 -100, 3º 2 0 0 9 Annual Report 39 2 0 0 9 Annual Report Policyholder Service Department Report By virtue of what is set out in Order ECO/734/2004, the Department of Customer Service must produce an annual report on its performance from the previous year. Said obligation was transferred to article 33 in the Policyholder Service Regulations. The performance area of the Policyholder Service Department runs to the processing of complaints and claims presented by policyholders within the business area of all Divina Pastora group companies that use as their own the Department of Customer Service of the Mutualidad General de Previsión del Hogar, Divina Pastora, accepting it, therefore, as their own and, in turn, assuming its operational regulations. In this sense, the department changed its name from the Department of Customer Service to the Department of Policyholder Service, taking on the complaints and claims problem from both Divina Pastora Seguros Generales and Cisne Aseguradora. With the prior premises made, so as to be able to follow the activity of the Friendly Society as such, which has been done since the department was created in 2004 with the approval of Order ECO/734/2004, the treatment of the three institutions will be individual throughout the report, as far as possible. 41 In general, with regards to global activity, the Department of Policyholder Service continues to see decreasing claims numbers looked at and, therefore, open files, begun in 2008. The 939 claim files processed in 2006 were reduced to 738 in 2007, finalising in 701 in 2008 and ending at 690 in 2009, with 630 corresponding to the Mutualidad, 57 to Cisne Aseguradora and 3 to Divina Pastora Seguros Generales. This is an 8% reduction with regards to the Mutualidad, consolidating the decrease in claims. The incorporation of Cisne Aseguradora, with the required changes having to be introduced, again meant that, in relation to complaints, the figure continues to increase, going from 51 to 141 last year, 75 in the last quarter due to Cisne Aseguradora, and ending the year in question with 244 complaints, spread in the following way: 36 from the Mutualidad, with a notable decrease from last year which closed with 66 complaints, 192 from Cisne Aseguradora, a lower amount to the annualised amount received in the first quarter with regards to Cisne complaints and claims in 2008, and 16 from Divina Pastora Seguros Generales. Policyholder Service Department Report 42 A. MUTUALIDAD GENERAL DE PREVISIÓN DEL HOGAR, DIVINA PASTORA 1. YEARLY STATISTICS On a statistical level, and separating the claims from the Mutualidad, we should indicate that in 2009 the Department of Policyholder Service resolved 630 files on claims of very different types. From these files, the department stated 154 were reviews of prior company decisions, standing at 24.44%. This percentage is a slight increase in prior decision revisions of 2.72% (21.72 to 24.44%), the adopted decision review indices therefore remaining at similar figures to previous years, except 2007 with over 36% reviews of decisions taken. It should be stated that, as in previous years, said percentage is not uniform across different benefits and the resulting statistic should be analysed further when the later individual analysis is performed for each. The benefits subject to claim are once again almost entirely Temporary Incapacity due to Accidents and Surgical Intervention. In the analysed period, 428 were Temporary Incapacity files and 141 Surgical Intervention. This means that 90% of claims are disagreements with decisions taken on both benefits. The circumstance already seen in prior years has remained with most of the Company’s operational volume and decisions leading to a relation with policyholders being these two benefits, the most common and with the lowest amounts and cover. The following table shows the number of benefits subject to claim, as well as those dealt with by the Department of Policyholder Service in favour of the policyholders and the percentage of total claims per benefit. It should be stated that there is a difference of three claims, as some claims are considered in two sections, such as a single claim for both temporary incapacity and claimed severe disability, or two deaths, one due to illness and the other to an accident, where the AVAF was claimed jointly. Benefit/reason Total Confirmed Admitted Percentage Temporary Incapacity 428 304 124 28.97 % Surgical Intervention 141 113 28 19.85 % 17 17 0 0% I. Absolute illness 5 5 0 0% Statutory leave 7 6 1 14.28 % Death due to Accident 6 6 0 0% Payment reimbursement 6 5 1 16.66 % Redemption P.A. and P.J. 1 1 0 0% Partial Incapacity 5 5 0 0% I. Absolute accident 3 3 0 0% Birth 2 2 0 0% Wedding 2 2 0 0% Death assistance 4 3 1 25 % AVAF 4 3 1 25 % Death P.J. 1 1 0 0% Severe Disability accident 1 1 0 0% Old Age Benefit 1 1 0 0% 634 478 156 26.18 % Total Incapacity TOTAL Policyholder Service Department Report 2 0 0 9 Annual Report 43 A further year, the activity of the Department of Policyholder Service reached a wide selection of benefits at the Company, as even issues such as Old Age Benefit gave rise to claims. This year saw claims once more for Death due to an Accident or Sever Disability due to Accident (which did give rise to claims in 2007). However, none of the benefits, except in the case of Total Incapacity due to Accident with seventeen claims, ran over ten. 2. AFFECTED QUANTITIES With regards to affected quantities, no specific amount was requested in the claim, except in 19 files; instead, the request was for review of the amount or the right to receive the corresponding benefit. This is a reflection of the sentiment embodied by claimants in their letters, where they state the amount is insufficient and ask for the original file to be looked at again, without recurring to other reasons nor justifying the defence of the judgement or they do not agree with the benefit denial judgement; however, their intent does not go beyond a recognition of their financial rights without assessing the amount itself. Once again, and in line with the previous year, rarely has the company’s judgement review exceeded an average assessment of the severity of less serious in temporary incapacity benefit resolutions, except for fractures involving surgical intervention where there is a clearly established rating of serious, in the lower amount. With regards to the remaining affected amounts, since there was no revision of the company’s decision with the exception of those referring to temporary incapacity and surgical interventions with affected amounts, there was only one AVAF file review with approval of the €31,500 insured. The total sum for reviews of decisions previously taken by the Department of Policyholder Service ran to €89,149.07 including the stated €31,500 for recognised AVAF. 3. CLAIM REASONS For the claims processed, the file was closed without resolution on eighteen occasions for different reasons: 1) File shelved, 16 occasions. a- No claim verification, 11 occasions. b- Unforeseen resolution (the claim was dealt with), 3 occasions. c- Not clarified claim, 2 occasions. 2) Not admitted and terminated due to the presentation of settlement proceedings, one occasion. 3) Terminated due to claiming policyholder death, one occasion. In turn, there are eighteen not admitted files for claims, without an extraordinary file being opened. The reasons are those limited by law and reflected in the departmental regulations: either due to two years having passed between the notification of the decision taken by the company and the claim application, or due to the repetition of former, already resolved, files. These circumstances automatically exclude the claim after the appropriate file and transfer thereof to claimants. The criteria of not closing files without the appropriate resolution was maintained, except where it is clearly impossible to carry on. In this instance, it is closed early, more for the policyholder’s protection so as to leave the claim route pending before the Department of Policyholder Service, thus not violating their rights and being excessively formal in complying with legal requirements for minimum claim content. Policyholder Service Department Report 44 4. STATISTICS A percentage list of the main reasons behind claims with regards to the different benefits. The first statistics table shows disagreement with the amount awarded alongside other reasons for claims due to a refusal. We believe it is useful to continue the criteria begun in previous years’ reports of starting to take into account the level of dissatisfaction amongst clients due to a benefit award that fails to match their expectations. Claim distribution chart according to file resolution with regards to benefit award or not. Prior resolution Benefit Total Approved Percentage of app. Refused Temporary Incapacity 428 122 306 28.50 % Surgical Intervention 141 47 94 33.33 % Total Incapacity 17 0 17 0% I. Absolute illness 5 1 4 20 % Death due to Accident 6 0 6 0% Redemption P.A. and P.J. 1 1 0 100 % Partial Incapacity 5 0 5 0% I. Absolute accident 3 0 3 0% Birth handicap 2 2 0 100% Wedding 2 0 2 0% Death assistance 4 0 4 0% AVAF 4 0 4 0% Death P.J. 1 1 0 100 % Severe Disability accident 1 0 1 0% Old Age Benefit TOTAL 1 1 0 100 % 621 175 446 28.18 % Disagreement with the amount awarded continues to be the main cause of claims received. The percentages from the previous years remain practically stable with regards to temporary incapacity and surgical intervention; therefore, we can state that the publication of the benefits scale in application of article 22 has had NO effect on reducing disagreement claims on the amount awarded. However, claims have different reasons. Whilst approval can be the cause for claim due to it not meeting expectations, the most common cause (in 71.82% of the cases according to the table above) is due to a refusal. The following table shows a total analysis of claim reasons for benefits where resolutions taken have been approved by the Department of Policyholder Service, without the agreements taken being reviewed. They are Company agreements which, due to their nature, have a single refusal reason or, in some cases, the benefit has been awarded but the policyholder does not agree with the amount. This table has minor significance due to the scant number of claims fulfilling these characteristics but completes the activity overview of the Department of Policyholder Service. Policyholder Service Department Report 2 0 0 9 Annual Report 45 General refusal reasons table. Benefit Statutory leave Death assistance and AVAF Redemption I. Absolute illness Nº Claim Source 4 Undeclared illness 1 Total incapacity award 1 Arrears 2 Article 103, prior illness registration 2 Suspension of rights 1 Disputed amount 1 Article 34, start prior to 24 monthly payments. 1 Not stating relevant data for risk assessment. 2 Article 33, no accreditation of total incapacity. 1 Disputed amount. Wedding 2 Non-fulfilment of deficiency period Birth handicap 2 Disputed amount Death P.J. 1 Disputed amount Severe Disability acc. 1 Refusal article 7.a) Old Age Benefit 1 Disputed amount There were two cases in the previous files where the decision taken by the Company was reviewed: a) In reference to a statutorily taken cancellation since the illness the policyholder was removed for was undeclared multiple sclerosis, the diagnosis of which was clearly given after joining the company; therefore, no fraud existed in this case. It would be different with regards the non-concession of permanent incapacity if the illness had begun prior to taking out a policy. b) In a file for death due to illness, refused as per article 103, the illness starting before contracting the products; the benefit refusal could not be ratified as the documentation provided did not show the illness leading to death starting before the policy was taken out; there was a shock due to bilateral pneumonia without said illness being present previously. After the general table for most benefits by type, the remaining benefits are analysed, the volume of which represents over 90% of claims received. Firstly, Total and Permanent Incapacity for the Declared Profession due to Accident requires analysis in a separate table since, although Company criteria have not been reviewed in any instance, it is the third benefit by volume. In this way, an analysis of the different refusal reasons will be clearer. In addition, as there are files with more than one refusal reason, the table is extended and more complex, with specific analysis being clearer. Policyholder Service Department Report 46 The Total Professional Incapacity benefit is, by far, the most common amongst permanent incapacities, much higher even than the less frequent partial incapacity. There was a major decline in claims numbers, running to 17 claims from the 28 last year. No Company judgement was reviewed this year in any cases for this benefit, all decisions taken by the Company on this benefit being taken as correct and in line with the law, without a reason to reconsider any resolution. Table of claim reasons for Total Permanent Incapacity for the Declared Profession due to Accident. Claim reason Nº Out of risk cover % of files 14 82.47 % Prior illness, article 68.b) 4 23.53 % Origin not considered an accident, article 8. 5 29.41 % Due to illness 1 5.88 % Non-notified accident 1 5.88 % In view of the table above, it is advisable to highlight refusal due to the permanent incapacity being out of the insured risk cover year. Over 80% of claims for total incapacities have this reason for refusal, being the sole benefit refusal reason in 50% of cases. The truth is that the incapacities clearly fell in this lack of cover due to a long time period having passed. The conclusion is that there was not a significant increase in the refusal reason, despite the regulatory change made in 2007, specifying the consideration of the insured risk cover. The remaining reasons are essentially conditioned by the existence of prior independent circumstances to the accident that determine the policyholder’s situation, either as illness or prior illness, all linked to the special consideration of accident set out in article 8, a faithful reflection of article 100 in the Insurance Contract Law. Nonetheless, this contrasts head on with the classification of “work accident” given by Social Security and causes confusions amongst policyholders in many instances as they can not distinguish the difference between the concept of accident in the two spheres. Table of review reasons for Partial Permanent Incapacity due to Accident. Claim reason Nº % of files Non-permanent incapacity 3 60 % Out of risk cover 1 20 % No facial deformation proven 1 20 % The number of claims for partial incapacity fell to five this year, with just one refusal decision being applied due to non-accreditation, except in one case of insured risk cover expiry. Partial incapacities are determined by situations where the policyholder proves the existence of permanent consequences that are included on the partial incapacity scale, but which IN THEIR CASE do not cause limitation above 33% in performing professional tasks, thereby not comprising a status of permanent incapacity. This is a concept which, at times, policyholders find hard to accept, especially if the attached scale in the Benefits Regulations is analysed and they consider their consequence is included in it and liable to partial permanent incapacity. Policyholder Service Department Report 2 0 0 9 Annual Report 47 Table of claim reasons for Absolute Incapacity due to Accident. This benefit was subject to claim on three occasions due to files all with two refusal reasons. Therefore, there are six refusal reasons for the initial benefit. Claim reason Nº % of files No absolute permanent incapacity due to accident article 59 2 66 % Out of risk cover 1 33 % Prior illness, article 60.b) 1 33 % No causal link of the consequences to the accident 1 33 % Refusal article 7.a) 1 33 % This is a question of incapacities that must involve its scope leading to the impossibility of performing any profession or trade. At times, it is difficult for the policyholder to accredit their situation, despite the existence of ailments which undoubtedly worsen their quality of life but which need to be accredited so that the Company may provide financial importance to their claims. However, it was clearly seen that the assessment of absolute incapacity due to accident had not been justified. Table of claim reasons for Death due to Accident. Claim reason No accident Nº % of files Article 8.d), loss of consciousness. 1 16.66 % Article 8.i), high risk activity. 1 16.66 % Article 8.b), prior illness 1 16.66 % Article 8.h), under the influence of alcohol. 1 16.66 % Refusal article 40, not the beneficiary. 1 16.66 % Refusal article 7.a) 1 16.66 % This benefit was subject to six claims with a refusal reason for each. Said refusal reasons were mainly based on the different exclusions for accident in article 8, on one occasion each of them. In turn, the article 7.a) exclusion was applied: breaking the law or regulations on one occasion, specifically for loss of vehicle control and drifting to the opposite land, and for inappropriate speed. This year claims were received again for benefits refusals for Accidental Death, something that did not occur last year, going from three files in 2007, none in 2008 and a new presentation in 2009. Although we can not state that the volume thereof allows more statistical conclusions to be set, both at general process level for the Department of Policyholder Service and in existing claims, it should simply be pointed out, no more. Benefits tables with Company judgement review by the Department of Policyholder Service on some occasions. In interpreting the following tables, the criteria followed for their production should be taken into account: 1. The number of claim reasons exceeds that of files since there are files with more than one refusal reason. 2. The first percentage is calculated on the total number of files, NOT reasons, since the useful information is knowing the number of claims EACH refusal reason has given risen to. 3. The second percentage refers to the number of claims admitted in relation to EACH refusal reason, since the useful information is knowing the percentage where IT HAS NOT BEEN POSSIBLE to maintain the judgement adopted in principle by the Company. Policyholder Service Department Report 48 It should be highlighted that, despite being subject to previous analysis, the information on approved benefits whose claim is based on disagreement with the awarded amount is again included in order to complete the table of claim reasons for each benefit. Temporary Incapacity due to Accident This is the most common benefit and with the largest type of benefit refusal reasons. The table for all occurring refusal reasons was developed in order to allow comparison with previous years. With the effect of 122 cases analysed in a prior table, where the origin to the claim was an approved benefits file, it is worthwhile centring efforts on a table analysing in detail the effect of refusal reasons, the possibility of maintaining them after a new detailed analysis of the files and the causes that have not allowed said refusals to be sustained. The first point we should refer to this year is the maintenance of the prior decision review percentage by the Department of Policyholder Service; this backs up the large improvement in resolving processed benefits files, remaining at 28.90% of prior decision reviews. The following table shows all refusal reasons used which were subject to claims (there may be more than one in the resolution for each file), the total amount of claims said reasons have given rise to, the percentage of total temporary incapacity claims, admitted cases and admittance percentage for the claim for each refusal reason. Temporary Incapacity due to Accident Claim reason 428 Nº % of files Admitted Disputed amount 122 Article 8.a), non-accident origin. 115 26.87 % 19 16,52 % Incapacity not justified 111 25.93 % 34 30,63 % Prior illness 25 5.84 % 3 12 % Article 25, insufficient accreditation. 39 9.11 % 14 38,46 % 3 0.70 % 0 0% 14 3.27 % 0 0% Suspension of rights Article 8.j), strain. Article 8.d), loss of consciousness. 28.50 % % of reason 36 29.50 % 2 0.47 % 1 50 % Article 8.i), high risk activity. 14 3.27 % 3 21.43 % Article 7.a), no protection measures 16 3.74 % 12 75 % Article 7.a) 12 2.80 % 2 16.66 % Article 9, no documentation. 7 1.63 % 4 57.14 % Article 8.h), alcohol or drugs. 1 0.23 % 1 100 % Article 8.e), mental illnesses 1 0.23 % 0 0% Injury not in declared accident 3 0.70 % 0 0% Non-provision of relevant information 2 0.47 % 2 100 % The reason for this type of analysis, without any figure being able to total one hundred per cent, is that the aim is to see the frequency of each refusal reason in claims made, as well as its use in Company refusals, calibrating if it has been possible to maintain the judgement or necessary to change it. Looking at the table, the first significant fact is that 348 files were in disagreement with the amount awarded or as refusal reasons the fact of not accrediting incapacity or the existence of an accident not being accredited. Out of said files, the Company decision was changed 89 times. There was a slight reduction in all review reasons, although the percentages of Company judgement reviews adopted by the Department of Policyholder Service remain the same. Once again, criteria such as rest, operational Policyholder Service Department Report 2 0 0 9 Annual Report 49 incapacity and diverse categories and limitations of doctors producing the reports need to be highlighted as making incapacity assessment particularly difficult, as well as the description of traumatic, after trauma, or certifications of falls and contusions, highly dubious and difficult to treat, all justifying a more conservative approach by the Company in the above instances. None of the more frequent reasons for requesting review surpasses 31% of cases. With the most significant variations with regards company decision reviews, it should be highlighted that in the two most frequent reasons there was a near 30% increase in reviews of files on approved benefits, where disagreement was with the amount awarded, as well as significant decrease with regards accidents, with a wide downturn in prior decision review from 23.26% last year to 16.52% this year, a tangible improvement in processing benefit refusals for accident. Reviews of refused files due to lack of documentary accreditation as per article 25 of the Benefits Regulations remain significant, at nearly 40%, as well as the non-use of professionally-approved protection measures at 75% of the prior decision review. The high-risk activity consideration, however, saw better processing this year with only three reviewed cases out of the 14 processed. With regards to a lack of documentation, the process at the Department of Policyholder Service continues to ask again for additional documentation with the dispatch of the corresponding acknowledgement of receipt, using the same to provide policyholders with the chance to provide a specific document for correct accreditation of the corresponding benefit. The response to this requirement has led, in many cases, to the possibility of awarding the corresponding benefit, to which the policyholder certainly had a right, with correct accreditation thereof. The consideration of applying article 8.i) on high-risk activities or the use of necessary protection measures is worth a separate mention. In the first instance great care must be taken in refusal for this reason; greater correction has been applied with the refusal criteria as it is a highly restrictive consideration as to what should be considered a high-risk activity, as well as considering the catalogue thereof which the article itself leaves open. With regards to non-application of necessary protection measures, this is about cases of welders with metal splinters in their eyes but who were using their protection screens; or where employment is not accredited it is certainly logical that people in this activity suffer some accident of these characteristics without the frequency thereof being such that the existence of habitual carelessness in this sense can be presumed. We understand that the application of this refusal decision must be reduced as it has had to be reconsidered by the Department of Policyholder Service too often in recent years. We understand that the function of the Department of Policyholder Service has been integrated into Company operation, in coordination with the medical team responsible for benefit treatment, true craftsmen and women of everyday resolution work on Company insurance cover, and with a good performance of everyday work and resolution of company files, with the independence and professionalism the almost expert level of their work demands. Three temporary incapacity files were left out of the table, albeit referenced in the freelance product, although they are part of the 428 temporary incapacity files. In reality, the application criteria are similar as, although the benefit has its differences, the non-consideration reasons are similar to those for temporary incapacity. The company’s decision was not reviewed in any of these three files and they were refused for the following reasons in each: 1. The presence of a prior illness conditioning the occurrence and evolution of the resulting incapacity. 2. Non-compliance of the 180-day deficiency period, prior to the start of the incapacity due to illness and lack of documentation with regards to accreditation of the start of the illness. 3. Non-accreditation in compliance with the accident status, nor providing the specifically requested documentation. Policyholder Service Department Report 50 As it is a new product, this first processing year for the Department of Policyholder Service was considered as a whole for temporary incapacity figures. However, in subsequent years it will be analysed separately due to the increased problems said product is foreseen as possibly generating. Surgical Intervention Finally, we show the reasons in a table referring to surgical intervention files in a similar way, with the same criteria followed to product a comparative table. The table details the article for the different refusal reasons each of the articles gives rise to, since the reasons in both article 10 and article 15 are very different and differentiated processing is required. By looking at the table we can see that the number of revisions of initially adopted decisions remained at practically the same level as the previous year. In total there were 28 revisions of the decision taken out of 141 surgical intervention files, i.e., 19.85%. This means file review stands below 20%, highlighting the exceptional nature of the figure double this from 2008. Surgical Intervention Claim reason 428 Nº % of files Admitted % of reason Disputed amount 47 33.33 % 11 23,40 % Article 13 (not general anaesthetic) 39 27.66 % 6 15.38 % Start prior illness Article 10 Article 15 22 15.60 % 6 27.27 % Non-intervention due to illness 9 6.38 % 1 11.11 % Treatment 4 2.84 % 2 50 % No accredited intervention 2 1.42 % 0 0% Exploratory examination 4 2.84 % 1 25 % Repeat intervention 6 4,26 % 1 16.66 % No deficiency period 1 0,70 % 0 0% Benefit not transmissible mortis causa 1 0,70 % 0 0% Article 14 Plastic surgery 4 2.84 % 2 50 % Article 12 Accident origin 7 4.96 % 0 0% The slight increase in review percentages was due to the new assessment of the applied scale chapter, a more appropriate application for the practised intervention, as well as the reconsideration of the start of the ailment operated on. This is because the Benefits Regulations set out “clinical manifestations”, an item that at times, even when the logical evolution of the illness, in application of medical decisions, means the start of the illness is prior to contracting the product, many times said start did not correspond to the clinical manifestations, after taking out the product. With regards to the previous year, refusal for not providing relevant information disappeared, as was recommended in the report thereof, as well as the suspension of rights and being the second operation after a previous intervention, which means an appropriate evolution in the correct application of the condition in the Benefits Regulations. Statistics Conclusions The information shows a continued decrease in reviews of prior decisions due to the clear operational improvement of the Benefits Department whose medical staff are integrating their professional decisions thoroughly; they are only nuanced at times as part of the special policyholder protection and the application of the decision in favour thereof which is the job of the Department of Policyholder Service. This never intends to correct professional decisions made by the medical professional who has greater knowledge and expertise. Policyholder Service Department Report 2 0 0 9 Annual Report 51 Complaints With regards to complaints, it should be highlighted that thirty-sex letters addressed to the Mutualidad have been dealt with regarding very different issues and with no specially significant circumstance. As stated in previous years, it is difficult to establish a common type or subject for complaints made. Therefore, the only conclusion is that it is a mechanism used by policyholders to state their dissatisfaction in their relationship with the Company in the face of which the Department of Policyholder Service has attempted to provide the appropriate explications. In these cases, we can not talk of admission or not thereof, since no declaration is required for it, but merely they were stating their dissatisfaction with the Company’s service. For example, there were complaints due to delay in file resolution, the dealings with agents, even against a specific agent, to not attending an agreed appointment or to being in one of the city centre offices and “it being difficult to park”. In summary, very varied circumstances with which it is only necessary to pay special attention to those on incorrect information received when contracting a product. Nonetheless, they were isolated cases and so no typology thereof needs to be established. 5. STATISTICS DATA ON CLAIMS RECEIVED BY THE DIRECTORATE GENERAL FOR INSURANCE AND PENSION FUNDS. As part of the Department of Policyholder Service activity, and after five and a half years with Order ECO/734/2004 in force, it is worth reflecting, albeit with simple absolute information, on the claims received by said body for the year. In this sense, in the year analysed, there was entry in 2009 with numbers provided by the Claims Service: 45 files referring the Mutualidad to the Directorate General for Insurance and Pension Funds, a similar level to 2006 with 44 and a slight improvement on the previous year with 51. The subjects of said files are varied and it is not worth making a statistical analysis as this would provide little with such a small number of very different claims. The regulatory changes due to recommendations provided by the Directorate General for Insurance and Pension Funds for both the appraisal of article 22 in the Benefits Regulations and the application of the year of insured risk cover, changes establishing criteria such as the time consideration for permanent incapacities or the assessment of temporary incapacities more clearly, have not influenced any of the claims sent, either in number or method. Therefore, it is confirmed that they have added little to regulations that are already sufficiently clear and thorough. It should only be highlighted that the reports received insist on the consideration to risk cover year, dating its consideration from the moment of the accident since they understood that the incapacity exists from that moment and not interrupted by a high work period from the accident to administrative consideration. Nonetheless, nonautomatic application of the incapacity is being advised in response to the requirement of said reports with regards to the need to apply the permanent incapacity occurrence criteria in compliance with the clarification introduced in the Benefits Regulations and which means a necessary stabilisation of the consequences. 6. GENERAL CRITERIA INCLUDED IN THE RESOLUTIONS Following on from criteria already seen in previous years, the resolution decisions follow three main principles present in all Department of Policyholder Service activity. 1. Policyholder benefit principle. In response to different legal principles present in our Regulations, a defence principle has been established for the supposedly weakest party in honour of the consumer defence criteria required by regulatory legislation from customer service departments governed by Order ECO/734. Where there Policyholder Service Department Report 52 has been a doubt as to the justification or existence of refusal reasons contained in the resolution taken by the Company subject to claim, a review of the decision has been advised. 2. Burden of proof principle. This principle obliges the parties to prove what they are trying to state. Policyholder defence does not necessarily mean, in the opinion of this Department, automatic approval of corresponding benefits but that sufficient documentation must be supplied justifying intentions, as well as allowing financial implications thereof inherent in awarding a benefit and, with this, the appropriate financial compensation. 3. Legal certainty principle. A double-sided activity criterion has been maintained for this, both to identically resolve like situations and to try to maintain decision independence allowing a true and objective assessment of the Company’s decision to be performed. 7. SUGGESTIONS OR RECOMMENDATIONS The coordinated work and full collaboration with the Organisation Department - which receives most claims continued, as it has direct contact with policyholders, and meets their expectations by fulfilling the insured outcomes. With regards to Company work and operation recommendations, a legal requirement for the report content, specific work is recommended on the thoroughness when applying the different benefit refusal reasons, an always conflictive point with policyholders, based on the ever more precise application of the certain and real reason as to why policyholders’ applications are not admitted, as a refusal that could be taken by policyholders as arbitrary, or inadequate processing of data arriving at the Company, is a cause of conflict and loss of reputation for the Company. This point is made with regards to the basis for the refusal reason, which must be based on a correctly analysed and coherent event assessment. It should not be possible for policyholders to have a sensation of arbitrariness, although this is more in line with exceptional rather than common circumstances, since customers are already unhappy that their demands are not being met. B. DIVINA PASTORA SEGUROS GENERALES, S.A. The Department of Policyholder Service work with regards to work taken on as the Customer Service Department from the company Divina Pastora Seguros Generales was limited in 2009 to processing three claims files and sixteen written complaints. All files, except one claim and two complaints, were put forward due to an increase in the set premium, based on the sufficiency criteria for the premium made. The other complaints put forward are due to a lack of service provided with regards to delivering cheques and authorisations, something we should see as isolated complaints on the service offered. The pending claim, bereavement insurance claiming the amount of the tombstone, was dealt with appropriately at the time, seeing the existence of the policyholder’s right. In the face of the small amount of complaints, it is not necessary to perform statistical analysis or draft directives or recommendations and merely urge the continuation of work carried out. There is no further incident thereto at Department of Policyholder Service level. C. CISNE ASEGURADORA, S.A. The Mutualidad’s acquisition of the company led to the integration of the former’s Department of Policyholder Service into this one in October 2008, the operational regulations thereof being assumed. Policyholder Service Department Report 2 0 0 9 Annual Report 53 This incorporation was carried out in accordance with the legal authorisation allowing companies in the same group to share customer service departments, as well as the optional figure of customer ombudsman. Upon incorporation, the unification of complaints and claims was carried out in the same record book as for the rest of Divina Pastora group companies. The present year saw normal operation of the Department of Policyholder Service with regards to complaints and claims put forward for Cisne Aseguradora business. 1. YEARLY STATISTICS In the year, 57 claims were processed, thirteen being accepted and clear instructions given to Company administrative bodies to resolve them and pay the corresponding amounts. Twelve claims were filed for different reasons; five as they were dealt with prior to claim resolution and five more either for not having clarified the claim subject or for not ratifying the content thereof - a formal compliance requirement. The volume of complaints was higher, standing at 192, with the appropriate explanations being provided. In no instance did said complaints give rise to later acts or rectifications by the Company. 2. Affected Quantities Neither the claims not the complaints deal with specific amounts, except in five claims for a specific amount albeit as disparate as the €29.56 for a refund of payments or the €4,500 for a surgical intervention performed with regards a refund policy. The other amounts were €1,200 for refund for a surgical intervention and €315 and €153 for invoice refund. The higher amount and that for €315 were accepted as the policyholders were within their rights. The remaining claims and, of course, complaints have no set amount, above all because the latter, due to their nature, address the behaviour of the Company rather than claiming any financial compensation, there being no amount attached.. 3. CLAIM AND COMPLAINT REASONS Claims reasons in the year are varied, although there are issues that can be dealt with uniformly. With regards to complaint reasons, they are highly diverse but useful for seeing how policyholders feel about service from the Company. Of the complaints received, 50 were about confusion relating to a letter sent by the Company in the month of October providing the obligatory two months’ notice on the new premium amounts for 2010. In replying to said complaints, the Department of Policyholder Service based its replies on the need to adjust the premium, in accordance with the appropriate actuarial calculations, to the cover provided, as set out in insurance legislation. The Organisation Department was aware of a letter dealing with the issue, a circumstance which conveniently stopped the number of complaints received, although each year has led to a flow of complaints despite the detailed explanation offered by the different company channels where, in spite of everything, the premiums put forward by the company were even below those offered by other insurance companies in the market. The remaining complaints were about the different changes such as the home assistance service, complaints simply occurring, upon analysis, due to people’s habits and routines, especially those in upper age ranges, who find it hard to accept new methods without assessing whether they do their job or not or even mean a major improvement. Policyholder Service Department Report 54 However, given the complaints sent, mostly referring to the service provided in Madrid, we can see that on numerous occasions the complaint referred to the problem in phoning for an appointment via the specific number Madrid Hospitals made available to the company, a number which likely overloaded due to the number of calls, a circumstance which, although not the company’s direct responsibility, trying to improve the service and its image must be taken into account. Nonetheless, the Department of Policyholder Service is aware that the numbers of hospitals generally suffer frequent saturations of this type and that an enormous increase in resources is an unacceptable solution; however, special attention must be made to improve it. Complaints about the telephone service extended to obtaining authorisations due to the increase in medical tests and practices that have made request thereof a necessity; however, the complaints were due initially to the increased management control at the company when policyholders perceived that they could request medical tests and healthcare as they liked, without any company control. It would be normal to expect that over time people accept the company’s policy, seeing it as a necessary control requirement and not as a bureaucratic requirement due to bad operation. Finally, there was the delay in producing and sending the medical chart with the changes and termination of professionals, especially as a consequence to the termination of the agreement with Clínica Universal, a centre where Madrid policyholders identified the company’s healthcare service, knowing the professionals there and even with the problems of transferring patient files not provided by the professionals with the subsequent anxiety amongst policyholders who suddenly found the doctor treating them had disappeared without being able to go to the health centre. 4. SUGGESTIONS OR RECOMMENDATIONS After a full year dealing with company complaints, the perception thereof in the Department of Policyholder Service show a series of points: 1) The necessary premium increase, especially for long-term elderly clients, gave rise to a high percentage of claims - a circumstance accepted by the company since the premium change was necessary for a second year running. 2) The Madrid service number for appointments provided by Madrid Hospitals was insufficient for direct fluid policyholder service. A study of the unanswered calls would be a good idea to try to improve the service offered. However, as it is a service provided by a third party, the solution is not directly for the company, therefore it should be analysed in a wider context with regards to the agreement with Madrid Hospitals. 3) The production and delivery of the medical chart for the Community of Madrid should improve the regard for the service and good company operation. However, the information on it provided through the Call Centre as well as on the website should be true, reliable and never contradictory. 4) A problem has been detected with regards the knowledge on current and applicable policies for each policyholder due to the successive changes in the conditions thereof which has not been notified to and accepted by the policyholders, it being applicable only for new policyholders or those who have accepted the new conditions with more restrictions. Therefore the revision and incorporation of the physical archive into the company database is recommended so as to better handle existing documentation and, from this, standardise the contractual situation for each company portfolio. The evolution of complaints and claims should be monitored in coming years since, till now, there has been no historical record of the performance of the company portfolio. Signed: José Vicente Moreno Head of the Department of Policyholder Service 2 0 0 9 Annual Report 55 2 0 0 9 Annual Report Consolidated Annual Accounts 57 Consolidated Audit Report 58 Consolidated Profit and Loss Statement 60 Consolidated Statement of Changes in Net Assets 65 Statement of Cash Flows for the Parent Company 68 Consolidated Report 70 Appendix 126 Consolidated Management Report 146 Consolidated Audit Report 58 CONSOLIDATED ANNUAL ACCOUNTS AUDIT REPORT To the Policyholders at MUTUALIDAD GENERAL DE PREVISION DEL HOGAR, DIVINA PASTORA. MUTUALIDAD DE PREVISIÓN SOCIAL A PRIMA FIJA. 1. We have audited the consolidated annual accounts of Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija (Parent Company) and subsidiary companies (Divina Pastora Group) which comprise the consolidated balance sheet as of 31st December 2009, the consolidated profit and loss account, the consolidated net asset changes report, the consolidated cash flows report and the consolidated report for the year finishing on said date, whose formulation is the responsibility of the Directors of the parent company. Our responsibility is to express an opinion on said consolidated annual accounts as a whole, based on the work performed in accordance with generally accepted audit regulations which require the examination, via selective tests, of the justifying evidence of the consolidated annual accounts and the assessment of their presentation, the accounting principles applied and the estimates made. Our work did not include the auditing of the 2009 annual accounts for the company Cisne Aseguradora, Compañía de Seguros, S.A. where the Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija holds a 92.8% share (see financial figures in note 8 of the report). Said annual accounts for Cisne Aseguradora, Compañía de Seguros, S.A. have been audited by other auditors (Boris Loring) and our opinion stated in this report on the consolidated annual accounts of Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija is solely based, with regards to the share in Cisne Aseguradora, Compañía de Seguros, S.A., on the report from said auditors. 2. As stated in note 2 in the attached report, in accordance with what is set out in Transitory Rule Four in Royal Decree 1317/2008 whereby the new Accounting Plan for Insurance Companies (PCEA) is approved, the Directors of the Mutualidad opted, when formulating the 2008 consolidated annual accounts, to take 31st December 2008 as the transition date to said Plan, thereby the consolidated profit and loss account for said period was put together as per the valuation regulations set out in the previous Accounting Plan for Insurance Companies approved by Royal Decree 2014/1997, although presented in accordance with the model set out by the new PCES with the necessary changes as per the consolidated nature of the annual accounts. Therefore, the attached 2009 consolidated profit and loss account is the first to be prepared following the new accounting regulations set out in said Royal Decree 1317/2008. For this reason, in accordance with what is set out in note 3, the attached 2009 consolidated annual accounts do not include comparative figures with those from the previous year. Note 2 ‘Aspects due to the transition to new accounting regulations’ in the attached consolidated report, presents the consolidated balance sheet, the consolidated profit and loss account, the consolidated net asset changes report and the consolidated cash flow reports included in the approved 2008 consolidated annual accounts, alongside an explanation of the main differences between the accounting criteria set out in Royal Decree 2014/1997 and the new PCEA. Our opinion exclusively refers to the 2009 consolidated annual accounts. Other auditors issued their Audit Report on 19th May 2009 for the 2008 consolidated annual accounts of the Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija formulated in accordance with the generally accepted accounting principles and regulations in force in Spanish legislation at the time, where they gave a favourable opinon. Consolidated Audit Report 2 0 0 9 Annual Report 59 3. As stated in note 1 and note 4.d in the attached report, the General Assemblies of the Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija and Mutualidad de Previsión Social Pro Personas con Discapacidad a Prima Fija (Mutualdis) approved the merger of both companies in 2008 with an effective date of 1st January 2008. However, both companies proceeded to formulate and approve their annual accounts for 2008 separately due to the lack of obligatory authorisation from the Directorate General for Insurance, obtained in June 2009. Since, in accordance with what is set out in the paragraph above, the attached consolidated annual accounts do not include comparative figures with the previous year, the Directors present in these annual accounts all balances and transactions corresponding to the period of twelve months ending on 31st December 2009 for the merged friendly society. 4. In our opinion based on our audit and on the report from the other auditors (Bores Loring Auditores), the attached 2009 consolidated annual accounts express, in all significant aspects, the true and fair image of the consolidated assets and financial situation of Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija and subsidiary companies as of 31st December 2009, and the results of its operations, the consolidated net asset changes and the consolidated cash flows for the year finishing on said date and contain the necessary and sufficient information for appropriate interpretation and comprehension, in accordance with the applicable generally accepted accounting principles and regulations which in Spanish legislation. 5. The attached consolidated management report for 2009 contains the explanations the Directors deem appropriate on the situation of the Parent Company, the development of its businesses and other points, and is not an integral part of the consolidated annual accounts. We have verified that the accounting information contained in said management report is in line with that in the consolidated annual accounts for 2009. Our work as auditors is limited to verifying the management report with the scope mentioned in this paragraph and does not include a revision of information other than that obtained from the account ledgers at the Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija and subsidiary companies. PricewaterhouseCoopers Auditores, S.L. PEDRO DÍAZ-LEANTE SANZ Partner – Account Auditor 13th May 2010 Consolidated Profit and Loss Statement 60 BALANCE SHEET- 2009 Year ending 31st December (Euro) ASSETS Notes 2009 A.1) CASH AND OTHER EQUIVALENT LIQUID ASSETS 12,027,571.20 A.2) FINANCIAL ASSETS MAINTAINED FOR NEGOTIATION A.3) OTHER FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS --7.4.1. 24,207,489.17 III.Hybrid instruments A.4) FINANCIAL ASSETS AVAILABLE FOR SALE I. Asset instruments II. Representative debt values A.5) LOANS AND ITEMS PAYABLE 24,207,489.17 7.4.1. 798,325,052.64 47,726,996.19 750,598,056.45 7.4.1. 643,477,890.87 I. Representative debt values III.Deposits in credit institutions 40,506,152.91 V. Loans for direct insurance operations 54,533,977.69 1. Insurance policyholders 539,553,546.54 7.4.1.7. 54.533.977,69 IX. Other loans 8,884,213.73 1. Loans with Public Administrations 7.4.1.7. 1.318.876,11 2. Other loans 7.4.1.7. 7.565.337,62 A.6) INVESTMENTS HELD UNTIL EXPIRY --- A.7) HEDGING DERIVATIVES --- A.8) REINSURANCE SHARE IN TECHNICAL PROVISIONS --- A.9) TANGIBLE FIXED ASSETS AND REAL ESTATE INVESTMENTS 73,337,070.20 I. Tangible fixed assets 7.1. 12,281,464.66 II. Real estate investments 7.2. 61,055,605.54 7.3. 2,029,583.77 A.10) INTANGIBLE FIXED ASSETS III. Other intangible assets V. Goodwill for fully consolidated companies A.11) SHARE IN GROUP AND ASSOCIATE COMPANIES 1,934,433.31 7.4.1.6. III.Shares in group companies A.12) TAX ASSETS 95,150.46 II. Deferred tax assets 1,140,901.31 1,140,901.31 7.6. 25,033,079.48 25,033,079.48 A.13) OTHER ASSETS 19,774,143.50 III.Accruals 19,531,459.84 IV.Other assets A.14) ASSETS HELD FOR SALE TOTAL ASSETS 242,683.66 162,600.00 1,599,515,382.14 Consolidated Profit and Loss Statement 2 0 0 9 Annual Report 61 NET LIABILITIES AND ASSETS Notes 2009 A) LIABILITIES --- A.1) FINANCIAL LIABILITIES HELD FOR NEGOTIATION A.2) OTHER FINANCIAL LIABILITIES AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS A.3) DEBITS AND ITEMS PAYABLE --7.4.2. 436,606,816.42 460,605.05 III. Debts for insurance operations 36,493.70 1. Policyholder debts 2. Broker debts 105,667.12 3. Conditioned debts 318,444.23 IV. Debts for reinsurance operations VII.Debts with credit institutions IX. Other debts 1. Debts with Public Administrations 3. Other remaining debts A.4) HEDGING DERIVATIVES A.5) TECHNICAL PROVISIONS I. Unearned premiums provision III. Life insurance provision 1. Unearned premiums provision 3. Mathematical provision V. Provision for profit share VI. Other technical provisions II. Provision for pensions and similar obligations IV. Other non-technical provisions A.7) TAX LIABILITIES 15,798,145.83 901,006,373.94 5,936,927.72 895,069,446.22 19,511,157.40 --595,141.86 10,295,418.46 34,133.30 983,682.48 9,277,602.68 9 18,510,100.74 18,510,100.74 II. Deferred tax liabilities 40,890,843.42 A.8) OTHER LIABILITIES --936,910,819.03 I. Provisions for tax and other contingencies 382,148,194.37 A.6) NON-TECHNICAL PROVISIONS 388,346,178.19 6,197,983.82 IV. Provisions for services 141,398.78 47,658,634.40 40,890,843.42 I. Accounting asymmetry liabilities --- A.9) LIABILITIES LINKED TO ASSETS HELD FOR SALE 1,443,213,998.07 TOTAL LIABILITIES B) NET ASSETS B.1) EQUITY 1. Stated capital or Mutual Fund 143,937,703.21 20,601,012.10 20,601,012.10 7,625,691.35 III. Reserves 3. Other reserves 8. Reserves in fully consolidated companies 8 I. Capital or Mutual Fund 15,819,981.33 (8,194,289.98) 111,966,660.40 V. Results from previous years 1. Remaining surplus 118,447,365.99 2. Negative results from previous years (6,480,705.59) VII.Earnings for the consolidated period Earnings for the period, minority partners B.2) ADJUSTMENTS FOR CHANGE IN VALUE 4,597,273.48 (852,934.12) 11,340,159.92 I. Financial assets available for sale 42,008,292.48 IV. Accounting asymmetry correction (30,668,132.56) B.3) SUBSIDIES, DONATIONS AND BEQUESTS RECEIVED B.4) EXTERNAL PARTNERS TOTAL NET ASSETS TOTAL NET LIABILITIES AND ASSETS Valencia, 31st March 2010 --1,023,520.94 156,301,384.07 1,599,515,382.14 Consolidated Profit and Loss Statement 62 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2009 Year ending 31st December (Euro) I. NON-LIFE INSURANCE TECHNICAL ACCOUNT 2009 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD 59,648,527.98 59,460,082.71 a)Premiums paid a.1) Direct insurance a.3) Provision variation for premiums pending payment 59,459,484.97 597.74 (294,324.36) b)Ceded reinsurance premiums c) Provision variation for unearned premiums and current risks (+ or -) c.1) Direct insurance 482,769.63 482,769.63 I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 5,028,082.65 4,908,462.04 b)Income from financial investments c) Value corrections due to depreciation in tangible fixed assets and investments c.2) Financial investments 52,244.20 52,244.20 67,376.41 d)Profits in realising tangible fixed assets and investments I.3. OTHER TECHNICAL INCOME 244,444.70 I.4. NET REINSURANCE ACCIDENT RATE FOR THE PERIOD 53,508,610.11 52,657,699.41 a)Benefits and expenses paid a.1) Direct insurance b)Provision variation for benefits (+ or -) b.1) Direct insurance 52,657,699.41 (1,661,759.98) (1,661,759.98) c) Expenses chargeable to benefits 2,512,670.68 I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) (293,741.35) I.6. SHARE IN BONUSES AND REBATES --- I.7. NET OPERATING EXPENSES 5,380,979.77 a) Acquisition costs 2,706,505.63 b) Administration costs 2,674,474.14 I.8. OTHER TECHNICAL EXPENSES (+ or -) a) Depreciation variation for insolvencies (+ o -) d) Others 352,907.30 (543,322.17) 896,229.47 I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES 1,242,499.08 1,242,391.24 a)Investment management expenses a.1) Tangible fixed asset and real estate investment expenses a.2) Investment and financial accounts expenses 1,242,330.65 60.59 107.84 b)Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation I.10. SUBTOTAL (Non-life Insurance Technical Account Result) 107.84 4,142,317.72 Consolidated Profit and Loss Statement 2 0 0 9 Annual Report 63 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2009 Year ending 31st December (Euro) I. LIFE INSURANCE TECHNICAL ACCOUNT 2009 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD 86,971,330.66 87,155,801.56 a)Premiums paid a.1) Direct insurance a.3) Provision variation for premiums pending payment (+ or -) 87,133,313.76 22,487.80 (184,470.90) c) Provision variation for unearned premiums and current risks (+ or -) c.1) Direct insurance (184,470.90) I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 66,249,326.11 b)Income from financial investments 66,076,649.77 d)Profits in realising tangible fixed assets and investments d.2) Financial investments 172,676.34 172,676.34 --- I.3. OTHER TECHNICAL INCOME I.4. NET REINSURANCE ACCIDENT RATE FOR THE PERIOD a)Benefits and expenses paid a.1) Direct insurance 83,897,137.33 83,897,137.33 b)Provision variation for benefits (+ or -) b.1) Direct insurance 86,425,554.12 (139,352.46) (139,352.46) c) Expenses chargeable to benefits 2,667,769.25 I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) 471,339.31 471,339.31 a)Life insurance provisions a.1) Direct insurance 471,339.31 I.6. SHARE IN BONUSES AND REBATES 1,870,932.35 1,870,932.35 a)Services and expenses for share in bonuses and rebates I.7. NET OPERATING EXPENSES 12,891,552.82 a)Acquisition costs 9,184,994.40 b)Administration costs 3,706,558.42 I.8. OTHER TECHNICAL EXPENSES (+ or -) 1,389,128.51 1,389,128.51 c) Others I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES 12,804,576.99 12,801,358.24 a)Investment management expenses a.2) Investment and financial accounts expenses 12,801,358.24 b)Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation I.10. SUBTOTAL (Life Insurance Technical Account Result) 3,218.75 3,218.75 37,367,572.68 Consolidated Profit and Loss Statement 64 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2009 Year ending 31st December (Euro) III. NON-TECHNICAL ACCOUNT 2009 III.1. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 1,232,655.11 a)Income from real estate investments 377,224.70 b)Income from financial investments 571,356.41 c) Value correction applications for depreciation 284,074.00 III.2. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES a)Investment management expenses a.1) Investment and financial accounts expenses a.2) Tangible investment expenses 2,810,725.88 2,143,928.21 666,797.67 b) Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation b.3) Financial investment depreciation 25,851,619.29 22,297,422.04 12,587.06 22,284,834.98 743,471.37 c) Losses from tangible fixed assets and real estate investments c.1) Tangible fixed asset and real estate investment c.2) Financial investments 743,439.94 31.43 III.3. OTHER INCOME 5,467,627.82 5,467,627.82 b)Other income III.4. OTHER EXPENSES 19,312,566.34 19,312,566.34 b)Other expenses III.5. SUBTOTAL (Non-technical account result) (38,463,902.70) III.6. EARNINGS BEFORE TAX 3,045,987.69 III.7. CORPORATION TAX (698,351.67) III.8. EARNINGS FROM CONTINUING OPERATIONS (III.6+III.7) 3,744,339.36 III.9. EARNINGS FROM TERMINATED OPERATIONS NET OF TAX (+ or -) III.10.EARNINGS FOR THE PERIOD (III.8+III.9) Valencia, 31st March 2010 --3,744,339.36 Consolidated Statement of Changes in Net Assets 2 0 0 9 Annual Report 65 CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS Year ending 31st December (Euro) A) STATEMENT OF RECOGNISED INCOME AND EXPENSES Notes from the Report 2009 I. EARNINGS FOR THE PERIOD 3,744,339.36 II. OTHER RECOGNISED INCOME AND EXPENSES 3,777,795.39 II.1 Financial assets available for sale Profits and losses by value Amounts transferred to profit and loss account Other reclassifications 2.h) 9,161,468.22 (1,011,941.60) II.2 Cash flow hedges Profits and losses by value Amounts transferred to profit and loss account Amounts transferred at initial values for hedge items Other reclassifications --- II.3 Net investment hedge in overseas businesses Profits and losses by value Amounts transferred to profit and loss account Other reclassifications --- II.4 Exchange and conversion differences Profits and losses by value Amounts transferred to profit and loss account Other reclassifications --- II.5 Accounting asymmetry correction Profits and losses by value Amounts transferred to profit and loss account Other reclassifications 2.h) (2,776,769.53) II.6 Assets held for sale Profits and losses by value Amounts transferred to profit and loss account Other reclassifications --- II.7 Actuarial profit/(losses) for long-term staff payments --- II.8 Other recognised income and expenses 2.h) 3,998.73 II.9 Corporation tax 6.6) (1,598,960.43) III. TOTAL RECOGNISED INCOME AND EXPENSES 7,522,134.75 Consolidated Statement of Changes in Net Assets 66 TOTAL STATEMENT OF CHANGES IN NET ASSETS Year ending 31st December (Euro) B) TOTAL STATEMENT OF CHANGES IN NET ASSETS Stated capital or mutual fund Reserves 20,000,000.00 131,538,851.51 601,012.10 5,293,472.46 20,601,012.10 136,832,323.97 --- (4,398,472.60) 20,601,012.10 132,433,851.37 I. Total recognised income and expenses --- --- II. Operations with members and policyholders --- --- A. BALANCE, END OF 2008 B. BALANCE, END 2008 MUTUALDIS C. BALANCE END 2008 CONSOLIDATED I. Adjustments from criteria changes D.ADJUSTED BALANCE, START OF 2009 (6,360,794.03) III.Other changes in net assets 2.Transfer between net asset items --- 2,089,084.70 3.Other variations --- (8,449,878.73) 20,601,012.10 126,073,057.34 I. Total recognised income and expenses --- --- II. Other conversion adjustments --- --- 20,601,012.10 126,073,057.34 B. BALANCE, END OF 2009 WITHOUT CONVERSION C. BALANCE, END OF 2009 Valencia, 310 March 2010 Consolidated Statement of Changes in Net Assets 2 0 0 9 Annual Report 67 Earnings from prior years Adjustment for change n value Earnings for the period External shareholders TOTAL --- 2,089,084.70 3,660,472.10 --- 157,288,408.31 --- (4,434,120.49) --- --- 1,460,364.07 --- (2,345,035.79) 3,660,472.10 --- 158,748,772.38 (2,046,585.10) --- 4,047,574.67 --- (6,445,057.70) (2,046,585.10) (2,345,035.79) 7,708,046.77 --- 156,351,289.35 --- 3,744,339.36 --- --- 3,744,339.36 --- --- --- 1,023,520.94 1,023,520.94 (4,434,120.49) 2,345,035.79 (145,682.24) --- (8,595,560.97) (4,434,120.49) 2,345,035.79 --- --- --- --- (145,682.24) --- (8,595,560.97) (6,480,705.59) 3,744,339.36 7,562,364.53 1,023,520.94 152,523,588.68 --- --- 3,777,795.39 --- 3,777,795.39 --- --- --- --- (6,480,705.59) 3,744,339.36 11,340,159.92 1,023,520.94 156,301,384.07 Statement of Cash flows for the parent company 68 STATEMENT OF CASH FLOWS Year ending 31st December (Euro) STATEMENT OF CASH FLOWS 2009 A) OPERATIONAL ACTIVITIES CASH FLOWS A.1) Insurance Activity 1- Direct insurance premium receipts 119,897,030.76 2- Direct insurance benefit payments 112,982,807.60 3- Other operational payments 9- Total insurance activity cash receipts (I) 119,897,030.76 10- Total insurance activity cash payments (II) 115,290,344.57 2,307,536.97 A.2)Other operational activities 3- Receipts from other activities 1,870,668.85 4- Payments from other activities 21,993,412.53 5- Total cash receipts from other operational activities (III) 6- Total cash payments from other operational activities (IV) 21,993,412.53 A.3)Total net cash flows for operational activities (I-II+III-IV) (15,516,057.49) 1,870,668.85 B)INVESTMENT ACTIVITY CASH FLOWS B.1) Investment activity receipts 4- Financial instruments 6- Interest receipts 9- Other receipts from investment activity 10- Total cash receipts for investment activities (VI) 146,194,841.29 2,354,206.23 4,000,000.00 152,549,047.52 B.2)Investment activity payments 1- Tangible fixed assets 4- Financial instruments 7- Other payments from investment activity 8- Total cash payments for investment activities (VII) B.3)Total cash flows for investment activities (VI-VII) 20,073.87 105,786,802.23 292,244.25 106,099,120.35 46,449,927.17 C)FINANCING ACTIVITY CASH FLOWS C.1) Financing activity receipts 5- Other receipts 421,631.14 6- Total cash receipts (VIII) 421,631.14 C.2)Financing activity payments 5- Other payments 27,150,407.92 6- Total cash payments (IX) 27,153,115.47 C.3)Total cash flows for financing activities (VIII-IX) Effect of exchange rate variations (X) Total increase/decrease for cash and equivalent (A.3+B.3+C.3+-X) Cash and equivalent at the start of the period Cash and equivalent at the end of the period Cash and equivalent at the end of the period components 1- Cash and banks 2- Other financial assets Total cash and equivalent at the end of the period Valencia, 31st March 2010 (26,731,484.33) (184,547.13) 4,017,838.22 15,127,353.36 11,109,515.14 YEAR 2009 11,109,515.14 --11,109,515.14 2 0 0 9 Annual Report 69 Consolidated Report 70 1. GENERAL INFORMATION ON THE PARENT COMPANY AND BUSINESS The Group has presented consolidated annual accounts since 2002. The companies comprising the Consolidated Group are: Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija (hereinafter the Parent Company or Mutualidad), as Parent Company, Gesmutual Inmobiliaria, S.A.U., Valenciana de Sistemas Integrales, S.L., Viajes Divina Pastora, S.A.U., Divina Pastora Seguros Generales, S.A.U., Cisne Aseguradora, S.A. and Cisne Outsourcing, S.L. as Subsidiary Companies (hereinafter Subsidiary Companies). The Mutualidad General de Previsión del Hogar Divina Pastora, Mutualidad de Previsión Social a prima fija, known previously as Montepío de Previsión Social Divina Pastora and which initially by the name Montepío de Previsión Social del Servicio Doméstico Divina Pastora was approved by the Directorate General of Insurance on 15th March 1957 and entered into the Official Register of Charitable Funds and Friendly Societies under number 2,38, is a nonprofit Private Social Welfare Company governed by its own Articles of Association and the Consolidated Text of Law 30/1995 dated November 8th on the Regulation and Supervision of Private Insurance (Royal Legislative Decree 6/2004 dated October 29th) and applicable Regulations. The Mutualidad, Parent Company, has full legal status in accordance with what is set out in the Consolidated Text of Law 30/1995 dated November 8th on Regulation and Supervision of Private Insurance (Royal Legislative Decree 6/2004 dated October 29th) and the applicable Regulations, therefore having the legal capacity to acquire, possess, encumber and dispose of all types of assets, as well as perform any type of acts and contracts related to the aims for which it is founded, with no further limitations than those set out in the aforementioned legal precepts. It may also promote the procedures it deems appropriate and exercise its corresponding rights and actions before ordinary and special jurisdictions and State Administration across all levels. The purpose of the Parent Company comprises social welfare and the help and assistance of its members and assets, providing Social Benefits and human, social and family promotion, granting social loans and mortgages, organising social, cultural and financial services for its members, in accordance with the Stipulations in its Articles of Association and with the specific particular regulations to be set for awarding each and every one of the benefits, as well as administering the necessary financial resources to comply with the aforementioned purposes and recognised benefit methods by law and Branches of Government. The legal domicile for the Parent Company is located in Valencia, Calle de Colón 74, although this may be relocated upon agreement by the Board of Directors due to location convenience for the head offices, in which case the Directorate General for Insurance and Pension Funds at the Ministry of Economy would be notified for all relevant purposes. The main areas covered by the Parent Company are Life and Accidents, using 48 offices located across the country for distribution. The Merger agreement between Divina Pastora (Parent Company) and the Mutualidad de Previsión Social Pro Personas con Discapacidad a Prima Fija (Mutualdis) was enacted by public deed on 3rd August 2009. The effective date of the merger from which the operations of the absorbed Mutalidad are considered performed by Divina Pastora (Parent Company) for accounting purposes is 1st January 2008. However, in 2008 both companies formulated and approved their annual account separately without taking into account the merger accounts since the merger was subject to authorisation from the Directorate General for Insurance and Pension Funds; said authorisation was granted via ministerial order on 24th June 2009. Consolidated Report 2 0 0 9 Annual Report 71 2. SUBSIDIARY AND ASSOCIATE COMPANIES The companies forming part of the consolidation sphere with the Parent Company are the subsidiary companies Gesmutual Inmobiliaria, S.A. (Single Shareholder Company), Valenciana de Sistemas Integrales, S.L., Viajes Divina Pastora, S.A. (Single Shareholder Company), Divina Pastora Seguros Generales, S.A. (Single Shareholder Company), Cisne Aseguradora, S.A., Cisne Outsourcing, S.L. and Previgalia Corporación, S.A. The financial year for said companies closes on 31st December every year and the annual accounts for 2009 have been used for integration into the consolidated account. The subsidiary companies comprising said scope are so considering the Parent Company holds the majority of voting rights in all cases in application of Law 30/1995 on Regulation and Supervision of Private Insurance, Royal Decree 1317/2008 whereby the Accounting Plan for Insurance Companies and Regulations for formulating accounts of Insurance Company groups is approved. Furthermore, what is set out in the Code of Commerce, Limited Companies Law and other specific dispositions, especially in the Accounting Plan for Insurance Companies approved by Royal Decree 1317/2008 and Royal Decree 1815/1991 dated December 20th whereby the regulations for formulating consolidated annual accounts has been applied. With regards to the group companies Cisne Aseguradora and its subsidiary Cisne Outsourcing, on 17th December 2008, the Directorate General for Insurance and Pension Funds named a provisional administrator for said company, whereby on 31st December 2008 the Parent Company did not comply with the requisites set out in article 42 in the Code of Commerce by not having control of said company. For this reason, it was not integrated in the scope of consolidation as of 31st December 2008. However, on 7th July 2009 the provisional substitution measure for Cisne Aseguradora management bodies by the Directorate General for Insurance and Pension Funds ceased, with the Shareholders Meeting on 10th August 2010 naming a new management body. For this reason, on 31st December 2009 the circumstances set out in article 42 of the Code of Commerce arose and therefore the company Cisne Aseguradora and its 100% subsidiary Cisne Outsourcing had to be integrated by the global integration method. The Parent Company holds 73% of the shares in the Company Previgalia Corporación, S.A., headquartered in Madrid, Gran Vía 12. Its purpose is social welfare benefits and help for policyholders (mentally disabled individuals), following the articles of association approved on foundation. The Company is not listed on the stock market. On the formulation date for these consolidated annual accounts the company is in administration, equity standing at zero. In addition, there are no transactions with said company and, for this reason, it has not been integrated into the consolidated annual accounts as its effect is completely immaterial. The most relevant information for the subsidiary companies is as follows: GESMUTUAL INMOBILIARIA, S.A.U. Head Office: Calle Colón nº 74 (Valencia) The business purpose of the company is the activity of real estate development companies in the terms and with the scope set out in Order dated 28th December 1995 from the Ministry of Business: the Treasury on the Regulations for adaptation of the General Accounting Plan for real estate companies. Capital stock held: 100% Consolidated Report 72 The details for Equity at this Company as of 31st December 2009 and other useful information, as per the abbreviated, unaudited annual accounts, are as follows: Euro Equity: Capital 1,675,000.00 Reserves 64,894.40 2009 Result (577,808.76) Total Equity 1,162,085.64 Extraordinary earnings 12,236.72 Parent company investment value 1,162,085.64 Total Assets 31 December 2009 14,403,154.97 st On 18th June 2009 through a decision of the Single Shareholder the capital stock of Gesmutual Inmobiliaria was agreed to be reduced to compensate losses, going from 6,500,000.00 euro to 1,675,000.00 euro. Said reduction was performed via proportional reduction of the nominal value of the shares. Since 2005 the company Gesmutual Inmobiliaria has held 40% of stock in Valenciana de Sistemas Integrales, S.L. headquartered in Calle Filipinas 39, Valencia, and whose business purpose is sales and operating all types of estates, real estate, lots, construction, development and renovation of all types of property, as well as brokerage in any of the activities set out above. Via sales deed formalised before a notary on 28th March 2008, it acquired the remaining shares up to 100% of Company shares, comprising 2,000 shares at 3,775 euro each. The financial statements for said company have been consolidated with its parent company Gesmutual Inmobiliaria, S.A.U. to be incorporated into the group formed by the Parent Company Mutualidad General de Previsión del Hogar Divina Pastora, Mutualidad de Previsión Social a Prima Fija. The details for Equity at this Company as of 31st December 2009 and other useful information, as per the abbreviated annual accounts on 31st December 2009, are as follows: Euro Equity: Capital Reserves 2009 Result 6,000,000.00 (14,205,979.97) (1,064,992.03) Total Equity (9,270,972.00) Total Net Assets (9,270,972.00) Parent company investment value Total Assets 31st December 2009 Total Income 2009 --27,410,700.65 7,383.00 Consolidated Report 2 0 0 9 Annual Report 73 VIAJES DIVINA PASTORA, S.A.U. Head Office: Calle Colón nº 74 (Valencia) The company’s business purpose is the sale of tickets or reservation of places on all types of transport methods, as well as the reservation of rooms and services with tourist companies and, specifically, at tourist accommodation establishments, organising and selling package tours and day trips and, specifically, at tourist accommodation establishments; organising and selling package holidays and short trips. Business: Capital stock held: 100% The details for Equity at this Company as of 31st December 2009 and other useful information, as per the abbreviated annual accounts, are as follows: Euro Equity: Capital 363,500.00 Results from previous years (68,332.92) 2009 Result (53,050.07) Total Equity 242,117.01 Extraordinary earnings 3.81 Parent company net investment value 242,117.01 Total Assets 31 December 2009 504,138.56 st DIVINA PASTORA SEGUROS GENERALES, S.A. (Sociedad Unipersonal) Head Office: Calle Colón nº 74 (Valencia) Its business comprises insurance operations in the areas of healthcare, sickness and death, covering the risks specified in the policy for each insurance branch. The Company is not listed on the stock market. Business: Capital stock held: 100% A company acquired 100% by the Parent Company on 3rd May 2007, founded as a Limited Company on 20th October 1945. The details for Equity at this Company as of 31st December 2009 and other useful information, as per the Group company annual accounts, audited by PricewaterhouseCoopers, are as follows: Euro Equity: Capital 3,008,000.00 Reserves 1,106,046.28 2009 Result Total Equity 77,872.41 4,191,918.69 Parent company net investment value 5,750,218.69 Total Assets 31 December 2009 6,464,674.71 Total Income 2009 2,641,138.42 st Consolidated Report 74 CISNE ASEGURADORA, S.A. COMPAÑÍA DE SEGUROS Y REASEGUROS As of July 2008, the Parent Company had acquired 92.82% of Cisne Aseguradora, S.A., Compañía de Seguros y Reaseguros. The registered office: was transferred in 2009 to Calle Colón no. 74, Valencia, being entered in the Companies Register of Valencia, Volume 9043, book 6327, folio 1, Section 8, Sheet V-134.195, with C.I.F. (Tax ID) no. A 28263242. Business: The business of the company is private insurance operations, being authorised to operate in area no.1 accidents, area 2 illness and healthcare, area 17 legal defence and area 19 bereavement in article 6 of the Royal Legislative Decree 6/2004 dated October 29th whereby the Consolidated Text of the Law on Regulation and Supervision of Private Insurance is approved. The Company is not listed on the stock market. Capital stock held: 92.82% The details for Equity at this Company as of 31st December 2009 and other useful information, as per the Group company annual accounts, audited by Bores Loring, S.L., are as follows: Euro Equity: Capital Reserves Negative results from previous years 21,860,013.18 425,684.15 (30,835,090.24) 2009 Result (11,879,305.28) Total Equity (20,428,698.19) Parent company investment value --- The accounting adjustments performed in 2008 at the company Cisne Aseguradora, S.A. due to the inspection report issued by the Directorate General for Insurance and Pension Funds (DGSFP) on 25th November 2008 revealed an asset imbalance at the company which, at the end of the year, was in the legal process of being liquidated as set out in article 260 in the TRLSA. The annual accounts formulated by the provisional administrator designated by the DGSFP showed the equity deficit and, therefore, the order of the day at the General Meeting called to examine and approve the accounts and audit company management also included the provisional administrator’s report on the asset and financial situation at the company and the adoption of measures leading to the reestablishment of asset balance or, where applicable, the agreement to dissolve and liquidate the company. Bearing in mind the above, upon the proposal of the provisional administrator, the General Meeting on 29th July 2009 agreed to the total transfer of the company’s insurance portfolio, upon administrative authorisation of the operation and the latter being verified, the dissolution and liquidation of the company in compliance with what is set out in article 27.1.b) in the Law on Private Insurance Regulation and Supervision (“LOSSP”). The portfolio transfer was authorised by Order EHA/3705/2009 dated December 29th from the Honourable Vice-president 2 of the Government and Minister of the Economy and the Inland Revenue (BOE 25th January 2010) and was formalised in public deed dated 29th January 2010, entered in the Companies Register of Valencia on 3rd March. In compliance with the regulatory norms and the Ministerial Order dated 29th December 2009, in the public deed of transfer it was stated that with the latter the suspension condition of company dissolution and liquidation had been fulfilled and, consequently, the procedures to carry it out would be started. The annual account of the subsidiary company were formulated, by what is set out above, under the company in liquidation principle, the application of this principle meaning a positive effect on company earnings of 392,400.18 euro, by valuing the intangible assets, the tangible assets and the real estate investments at liquidation value. Consolidated Report 2 0 0 9 Annual Report 75 On 24th March 2010, the Board of Directors at the subsidiary company ratified the decision to present insolvency proceedings. (See Note 12 in this report.) CISNE OUTSOURCING, S.L. Cisne Aseguradora owns 100% of Cisne Outsourcing, S.L. It was founded on: 12th December 2005 before Notary Public of the Association of Madrid, Mr. José Luis MartínezGil Vich, under number 4,070 in his notarial records. The company owns 100% of the capital stock. The registered office is located at no. 13 Calle Eduardo Dato, Madrid. It is entered in the Companies Register of Madrid, Volume 22.123, Book 0, Section 8, Folio 70, Sheet M-394679 with C.I.F. (Tax ID) no. B84540525. Business: Service provision The details for Equity at this Company as of 31st December 2009 and other useful information, as per the abbreviated annual accounts of the Group company, unaudited and provided by the single director of said company, are as follows: Euro Equity: Capital Reserves 2009 Result Negative Net Equity 3,300.00 (4,597,335.87) (497,042.75) (5,091,097.62) Parent company investment value Total Assets 31st December 2009 Total Income 2009 --230,682.15 2,259,145.54 The company basically provided services to its parent company Cisne Aseguradora, S.A. Insolvency proceedings were presented on 18th June 2009 at the subsidiary Cisne Outsourcing, it being in administration when these consolidated annual accounts were formulated. 3. ASPECTS ARISING FROM THE MOVE TO NEW ACCOUNTING REGULATIONS In accordance with what is set out in Royal Decree 1317/2008 dated July 24th whereby the Accounting Plan for Insurance Companies (PCEA) was approved, all companies covering by section II in the consolidated text of the Law on Regulation and Supervision of Private Insurance, approved by Royal Legislative Decree 6/2004 dated October 29th, as well as the branches of insurance and reinsurance companies registered in third-party states, nonmembers of the European Economic Community, established in Spain must apply said Plan from the end of the year 31st December 2008. At the close of the previous period, as in compliance with what is set out in provisional regulations 1 and 4 in the Plan, the Parent Company selected the transition date as 31st December 2008, whereby the attached consolidated annual accounts for the 2009 period are the first where the recording and valuation criteria set out by the new accounting standard are applied; therefore, based on the interpretation stated by the Directorate General for Insurance and Pension Funds (detailed in Note 4), the Parent Company has opted to not present comparative information from 2008 at the close of 2009 in any of the documents forming part of the consolidated annual accounts as the consolidated profit and loss accounts for 2008 and 2009 are not comparable. Consolidated Report 76 The main differences between the accounting criteria used in the consolidated profit and loss account in 2009 and those used in the previous year are set out below: • The variations in the fair value of financial assets at fair value with changes on the profit and loss statement, which were previously accounted by acquisition price, are recorded in the profit and loss account for 2009. • The implicit and explicit interest on fixed income financial assets have been recorded on the profit and loss account for 2009, using the effective interest rate method - allocation criteria that differ from that used by the company up to the transition date. 4. PRESENTATION BASES FOR THE CONSOLIDATED ANNUAL ACCOUNTS a) True and fair view The attached consolidated annual accounts have been prepared based on the accounting records of the Parent Company and Subsidiary Companies which are included in the consolidation (see Note 2 in this consolidated report) the annual accounts for which have been formulated by the Parent Company Directors in accordance with the Accounting Plan for Insurance Companies, approved in RD 1317/2008, as well as by the General Accounting Plan approved by Royal Decree 1514/2007, to show a true and fair view of assets, the financial situation, Group results, as well as the flows incorporated in the cash flow report. The attached individual consolidated annual accounts for the Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de previsión social a prima fija and Subsidiary Companies corresponding to 2009 are pending approval by the Policyholders Assembly. However, the Directors expect them to be approved without, where applicable, any significant changes. b) Accounting principles and consolidation regulations All Subsidiary Companies have been consolidated by the global integration method, given the business they carry out and the significant effect on their consolidated annual accounts. The Parent Company, based on the slight relevance of the group company Previgalia Corporación, S.A. and since this company has insignificant interest with regards the fair view set out in the consolidated accounts, has not integrated it, being presented by its acquisition costs (see section 7.4.1.6. in this consolidated report). The attached consolidated annual accounts do not include the fiscal effect which, where applicable, may occur as a consequence of the incorporation of consolidated company reserves into Parent Company assets, considering said reserves will be used as a source of self-financing at each consolidated company. In preparing the consolidated annual accounts, the Parent Company has followed the obligatory accounting principles set out in the Accounting Plan for Insurance Companies, approved by Royal Decree 1317/2008 dated July 24th. There is no obligatory applicable accounting principle which, having a significant effect on the consolidated annual accounts, has not been applied. c) Critical aspects to the assessment and margin of error In preparing the consolidated annual account, judgements and estimates have been used based on future hypothesis and uncertainties which basically refer to the following concepts: 1. Losses for depreciation of certain assets (see Note 6.d) 3.). 2. The fair value of certain unlisted assets (see Note 6.d)). Consolidated Report 2 0 0 9 Annual Report 77 3. The hypotheses used to assign part of the unrealised profits from financial investment portfolios assigned as “available for sale” and as “at fair value with changes in results” as the higher amount of the life insurance provisions (see Note 6). 4. The useful life of tangible and intangible assets. (See Notes 6 a) and 6 b).) 5. The amount for assets and liabilities from insurance contracts (see Notes 6 c) and 6 i)). The estimates and hypotheses used are reviewed periodically and are based on the historical experience and other factors considered fairer at all times. If, as a consequence of these reviews, an estimate change occurs in a certain period, its effect will be applied in that period and, where applicable, subsequent periods. d) Information comparison The consolidated financial statements for 2009 comprising the consolidated balance sheet, the consolidated profit and loss account, the consolidated net asset changes statement, the consolidated cash flow statement and the consolidated report notes are not presented in comparison with said consolidated statements from the previous year. As set out in Note 3, the Parent Company Directors opted to take the transition date for the new accounting plan as 31st December 2008, whereby the consolidated profit and loss account for said period was formulated as per the criteria set out in the previous accounting plan (R.D. 2014/1997). Consequently, the attached consolidated profit and loss account for 2009 is the first prepared as per the new accounting standards set out in said Royal Decree 1317/2008. For this reason, in accordance with the response dated 13th February 2009 from the Institute of Accounting and Account Auditing to the enquiry made by the Institute of Sworn Accounts Auditors of Spain which contained the considerations made by the Directorate General of Insurance and Pension Funds with regards to the effects of applying the New Accounting Plan for Insurance Companies with the audit reports for 2008 and subsequent, the attached consolidated annual accounts for 2009 do not include comparative figures with those from the previous year. The General Extraordinary Policyholders Assembly for the Mutualidad General de Previsión del Hogar Divina Pastora took place on 26th September 2008. Said Meeting approved the merger between Divina Pastora (Acquiring Company) and Mutualdis (Acquired Company), taking as a reference thereof the balance sheets as of 31st May 2008. Said merger project included as effective date thereof the 1st January 2008. The merger project as well as the authorisation application for said merger was sent to the Directorate General for Insurance and Pension Funds (DGSFP) on 29th October 2008. However, the DGSFP did not authorise said operation until 24th June 2009 via ministerial order sent to the Company on 26th June 2009. In this way in 2008 the company, based on the applicable regulations on said date, did not record it on the books awaiting the appropriate authorisation and later entry in the Companies Register. In this sense, in accordance with the statement from the Directorate General for Insurance and Pension Funds made in 2009 with regards to the date for accounting purposes of the merger, the company recorded the merger in the books in 2009 with retroactive effects; therefore, as set out later, the opening balances of the net asset changes statement have been adjusted as a result of the recording of the merger, taking it as a change in accounting criteria with regards to those applied in the previous year by both companies. For information purposes, the report, balance sheet, profit and loss account, the net asset changes statement and the cash flow statement from the Parent Company and included in the annual accounts for the previous year have been included as Appendix I. In addition, the Mutualdis balance sheet and profit and loss account for the annual period ending 31st December 2008 are included as Appendix II. Finally, the balance sheet and aggregate profit and loss account for the consolidated Divina Pastora statement at 31st December 2008 and Consolidated Report 78 for Mutualdis at the same date are included as Appendix III, corresponding to the accounting criteria change applied with regards to the merger of both companies set out above. e) Elements included in different items There are no asset elements recorded in two or more items on the consolidated balance sheet. f) Changes in accounting criteria, estimates and accounting errors correction In addition to the accounting criteria change set out in the information comparison note regarding the merger of Mutualdis and Mutualidad General de Previsión del Hogar Divina Pastora, the reassessment of the accounting classification of certain financial instruments containing implicit derivatives has been performed which in the first application of the new Accounting Plan for Insurance Companies RD 1317/2008 were initially classified as “Financial assets available for sale” instead of the category “Financial assets with changes in Profit and Loss”. This classification change has meant a reclassification of “Adjustments for value change” to “First application reserves” for the amount of 4,047,574.68 euro (net of tax), the valuation for 2009 being recorded on the profit and loss account. In turn, the valuation of certain financial assets from the extinct Mutualdis has been re-estimated, a correction being recorded for an amount of 2,046,586.10 euro (net of tax) which decreases the equity on the closed Mutualdis balance sheet for 2008 and is included on the asset changes statement as it is due to the first application of the new PCEA. Given the absence of comparative information with regards to 2008 in accordance with what is set out in Note 3.d) no conversion is performed on the reference financial statements. g) Income and expenses allocation criteria The technical income and expenses are obtained directly from accounting, according to the branches operated by the Parent Company and the Subsidiary Companies Divina Pastora Seguros Generales, S.A.U. Compañía de Seguros and Cisne Aseguradora, S.A. Compañía de Seguros y Reaseguros. The allocation criteria between life and non-life branches applied by the Parent Company and the aforementioned Subsidiary Companies for the effect of investments in one or another activity, in application of the allocation thereof for financial income and expenses, have been performed based on the technical provisions to be covered, the remaining investments being aimed at remunerating Group assets. Income and expenses related to the business at Gesmutual Inmobiliaria, Valenciana de Sistemas Integrales, Cisne Outsourcing and the business of Viajes Divina Pastora are shown in the non-technical account, since their business is not related to that of an Insurance Company. 5. RESULT DISTRIBUTION The proposed result distribution for the Parent Company for 2009, which the Parent Company Board of Directors will assess for approval at the Policyholders Meeting, is as follows: Euro Distribution balance: Earnings for the year after tax 4,757,766.37 Distribution Remaining surplus 4,757,766.37 Consolidated Report 2 0 0 9 Annual Report 79 6. VALUATION REGULATIONS In compliance with the Regulations on formulating group accounts subject to consolidation for Insurance Companies (Royal Decree 1317/2008 dated July 24th) for Subsidiary Companies, the Parent Company has maintained the accounting rules set out in specific legislation for this Parent Company which are subject to the Accounting Regulations in the General Accounting Plan (Royal Decree 1514/2007 dated November 16th) performing homogenisation, where applicable. The most significant accounting criteria and valuation regulations applied by the Parent Company in formulating the consolidated annual accounts are as follows: a) Intangible fixed assets Basically these include IT applications. They are valued at their acquisition price. Amortisation is performed linearly over a maximum period of 4 years. The consolidation goodwill corresponds to the amount paid above the Underlying Book Value at the time of acquisition of the Subsidiary Company Divina Pastora Seguros Generales, S.A.U. b) Tangible fixed assets and real estate investments The assets included in the real estate investments and tangible fixed assets sections on the attached consolidated balance sheet are valued at acquisition price which includes, as well as the seller price, the non-recoverable indirect taxes from the Inland Revenue and all additional expenses up to operation, including financial costs as long as these are paid before said operation and have been issued by the supplier or correspond to loans or another type of other financing, directly and specifically aimed at financing the acquisition. The extension and improvement costs for assets are incorporated into the assets at best asset value exclusively when they mean an increases in capacity or surface area, performance or extension of useful life, in no way repairs and conservation work being considered as improvements in any way. The net book value of the asset after the incorporation of the improvement is above market value. Amortisation of these assets is systematically calculated by the linear method based on the estimated useful life, taking into consideration the effective depreciation due to operation, use and enjoyment. The years of estimated useful life for elements comprising the tangible fixed assets are as follows: Years of useful life Buildings 50 Transport elements 8.3 Furniture and facilities 8.3-10 Equipment for information processing 5 Other tangible fixed assets 10 At year-end the corresponding value corrections for tangible asset and building investments have been performed, making the appropriate provisions for depreciation as long as the market value is below the acquisition value or production cost, deducting amortisation. Market value is understood, in the case of tangible asset investments, the appraisal value set by an authorised appraisal company, in accordance with the current valuation regulations for the purposes of technical provision cover. Consolidated Report 80 As part of its business, as is set out in the articles of association (see Note 1 in this consolidated report), the Parent Company is dedicated to real estate development including the result of its business in the following sections of the consolidated balance sheet and consolidated Profit and Loss account: • Real estate investments (see Note 7.2. in this consolidated report). Including the amount for sites, works in progress and property pending sale related to real estate development business and best valued between the acquisition/production cost and market value. The acquisition cost is set as follows: 1. Sites: based on the acquisition cost thereof. 2. Current developments: including the cost for the sites, work certifications and other direct costs which are listed below for ‘Property pending sale’, up to the reference date. 3. Property pending sale: including all direct costs related to the business, the details of which are as follows: - Acquisition of land and sites - Work certifications - Quantity surveyor and architect fees - Personnel salaries in the real estate department for building phases. - Support services - Any cost considered greater book value for the property (licences, permits, technical fees, projects, etc.). • Real estate expenses (see Note 7.2. in this consolidated report). As an integral part of the aforementioned section, all those costs related to the real estate development business, as well as the variation in sites, are included. • Real estate investment income (see Note 7.2. in this consolidated report). Mainly including all income from sales related to the real estate development business, as well as the variation in work in progress and property pending sale. • Financial investment income. The interest on loans provided by the Parent Company in relation with the real estate business is included. c) Advance fees and other activated acquisition costs The Parent Company has activated the recurring acquisition fees and costs for the amount pending amortisation. The activated costs have future financial influence as they are linked to the future generation of business volume. The activated acquisition fees and costs are amortised in the accrual period for premiums with a linear criteria. If the policies are cancelled or totally or partially free from premium payment, before the fees and costs are completely amortised they are amortised in advance at cancellation or liberation even when the latter is partial, this circumstance is taken into account. d) Financial assets Those assets corresponding to cash, an asset instrument from another company or mean a contractual right to receive cash or another financial asset, or any exchange of financial instruments in favourable conditions are classified as financial assets. Consolidated Report 2 0 0 9 Annual Report 81 d.1. Classification and valuation For the purposes of valuation, financial assets are classified in one of the following categories: 1. Loans and items payable 2. Other financial assets at fair value with changes to the profit and loss account 3. Investments in group, multi-group and associate company assets 4. Financial assets available for sale 1. Loans and items payable The loans for commercial and non-commercial operations are recorded in this category, including financial assets whose collections are a set or ascertainable amount, that are not negotiated in an active market and for which all the payment made by the Company is expected to be recovered except, where applicable, for reasons chargeable to debtor solvency. Initially, they are identified on the balance sheet at fair value which, except where there is contrary evidence, is the transaction price equating to the fair value of the consideration provided plus directly attributable transaction costs. After initial recording, these financial assets are valued at their amortised costs, recording the interest paid based on the effective interest rate, understood as the discount rate equalling the book value of the instrument with all estimated cash flows until expiry. For those items classified in this section with expiry below one year and which have no contractual interest rate, they are initially and subsequently valued at par value, when the effect of not updating cash flows is insignificant. Loans for direct insurance operations Loans with brokers and policyholders are valued at par value, providing, where applicable, the appropriate reduction provisions applicable in accordance with financial criteria and insurance business practices, in general, when there are latent insolvency situations or for those whose age gives rise to reasonable doubt as to recovery. Provision for premiums pending payment corresponds to premiums pending payment at year-end which, foreseeably and in accordance with Parent Company and subsidiary insurance company experience, are not expected to be paid. This is calculated separately for each branch or risk, based on the age of the premiums pending payment: - Premiums equal or above six months not claimed in court are given a provision for the whole amount. - Premiums equal or above three months and below six months, not claimed in court, are provided for by applying a coefficient of 50%. - Premiums below three months, not claimed in court, are given a provisions of 25% of the premium rate pending payment. - For premiums claimed in court, provisions are made based on the circumstances in each case. The provision calculate in this way is reduced by the amount for fees allocated to results and in that for the provision for unexpired premiums constituted on said premiums, which in the case of instalments, the provision for unexpired premiums to deduct is that corresponding to unpaid premium instalments. 2. Other financial assets at fair value with changes to the profit and loss account Hybrid financial instruments are included in this category when it is not possible to perform the valuation of the implicit derivative separately or the fair value can not be set reliably, whether at the time of acquisition or on a later date. Consolidated Report 82 3. Investments in group, multi-group and associate company assets Share in group companies Investments in capital in group, multi-group and associate companies are included in this category. They are initially valued by cost, which is equal to the fair value of the consideration provided plus the transaction costs. The amount for preferential subscription rights and similar that have been acquired is part of the initial valuation. After initial recognition, they are valued at cost less, where applicable, the accumulated amount of value corrections for depreciation. However, where there is an investment prior to registering as a group, multigroup or associate company, the investment cost is considered at book value before having that standing. The value adjustments prior accounting directly in the net assets are maintained therein until they are cancelled. If there is objective proof that the book value of an investment is not recoverable, the appropriate value corrections are made for the difference between the book value and the recoverable amount, this being understood as the higher amount between the fair value less the sales value and the actual value of cash flows derived from the investment calculated through estimating the participation in cash flows expected to be generated by the subsidiary company both from its ordinary activities and its disposal or removal due to sale. Save better evidence of the recoverable amount, the depreciation estimate for these investments takes into account the net assets of the subsidiary company corrected for existing tacit gains on the valuation date. The value correction and, where applicable, its reversal is recorded in the profit and loss account for the year it occurs. The depreciation reversion will have the investment book value as a limit which would be recorded on the reversion date if the value depreciation reversion had not been recorded. The payment made by the Parent Company for the foundation of the company DIVINA PASTORA SEGUROS DE AMÉRICA, S.A. is included in this section for an amount of 1,140,901.31 euro, the latter not being consolidated as it is the foundation process. The 73% share in the group company Previgalia Corporación, S.A. is also included, not integrated into the consolidated accounts due to its scant relative importance for them. 4. Financial assets available for sale Those assets not classified in any of the other categories are included in this category. Initially, they are valued at fair value which is the transaction price, understood as the fair value of the consideration provided plus directly attributable transaction costs. Later valuation is performed by fair value, without deducting the possible transaction costs occurring in disposal. The changes to the fair value are directly recorded in net assets, until the asset is removed from the balance sheet or depreciates, when the recognised amount is posted in the profit and loss account. The interest amount, calculated according to the effective interest rate method, and the paid dividends are recorded in the profit and loss account. At year-end, value corrections are performed if the asset has depreciated due to the following circumstances: - For acquired debt instruments, if there has been a reduction or delay in estimated future cash flows, which may be due to debtor insolvency. - For investments in asset instruments, if there is evidence of a lack of recoverability in the asset book value. In all instances, it is assumed that the asset has depreciated due to an 18-month fall and forty per-cent of its price without value recovery having occurred. The value correction for value depreciation for these assets is the difference between the cost or amortised cost less, where applicable, any value correction for prior recognised depreciation in the profit and loss account and the fair value at the time the valuation is performed. Consolidated Report 2 0 0 9 Annual Report 83 The accumulated losses in net assets due to reduction in fair value, as long as there is objective evidence of asset value depreciation, are identified in the profit and loss account. For those assets where the fair value has increased later, the value correction recognised in previous years reverts with an addition to the profit and loss account for the year. However, where the fair value increases for an asset instrument, the value correction recognised in previous years does not revert with an addition to the profit and loss account and the increase in fair value is recorded directly against net assets. d.2. Interest and dividends received for financial assets The interest and dividends for financial assets paid after acquisition have been identified as income in the profit and loss account. The interest is identified using the effective interest rate method and the dividends when the right to receive it is stated. To these effects, the initial valuation of financial assets independently records, in line with expiry, the amount of explicit accrued interest receivable as well as the dividends agreed at acquisition. Explicit interest is understood for these purposes as that obtained from applying the contractual interest rate for the financial instrument. In turn, when the distributed dividends are unequivocally from earnings generated before the acquisition date as amounts above the profits made by the subsidiary company since acquisition have been distributed, they are not identified as income and they reduce the investment book value. d.3. Depreciation of financial assets The Parent Company assesses at close if the financial assets or group of financial assets have depreciated. Financial assets accounted at amortised cost (items payable) The necessary value corrections are performed, as long as there is objective evidence that the value of a financial asset or group of financial assets accounted at amortised cost has depreciated as a result of one or more events having occurred after initial identification and causing a reduction or delay in estimated future cash flows. The loss for value depreciation of these financial assets is the difference between book value and the actual value of future cash flows expected to be created, deducted at the effective interest rate calculated at the time of their initial recognition. The effective interest rate on the close date for financial statements in accordance with contractual terms is used for financial assets at variable interest. The calculation for losses for depreciation of a group of financial assets uses models based on formulae or statistical methods. The value corrections for depreciation, as well as reversion when the amount of said losses is reduced due to causes related to a later event, are identified as an expense or income respectively in the profit and loss account. The depreciation reversion is performed with the asset book value as a limit which would be recorded on the reversion date if the value depreciation reversion had not been recorded. Financial assets available for sale Value corrections are performed for financial assets available for sale if there is objective evidence that the value has depreciated as a result of a reduction or delay in estimated future cash flows for acquired debt instruments or the lack of recoverability of the asset book value for investments in asset instruments. The value correction is the difference between the cost or amortised cost less, where applicable, any value correction for previously recognised in the profit and loss account and the fair value at the time the valuation is performed. For asset instruments valued at cost as the fair value can not be determined, the value correction is set in the same way as for group, multi-group and associate company asset investments. Consolidated Report 84 If there is objective depreciation evidence, the Parent Company recognises in the profit and loss account the accumulated losses previously identified in net assets for fair value depreciation. The losses for value depreciation identified on the profit and loss account for asset instruments do not revert through the profit and loss account. The fair value of a financial instrument on a given date is understood as the amount at which it can be purchased or sold between an interested and duly informed buyer and seller in mutual conditions of independence. The fair values of listed investments are based on current purchase prices. If the market for a financial asset is not active (and for unlisted securities), the Parent Company establishes the fair value using valuation techniques based on the updated flows, taking the appropriate market rates curve as a reference (debt or swap, based on the asset type) adjusted by the corresponding reference risk premiums contrasted, where applicable, with counterparty valuations. The new Accounting Plan for Insurance Companies modified the applicable system for different financial instruments with regards to the system planned in valuation standard 5 in the 1997 PCEA, establishing a recognition and valuation system after the initial recognition which will depend on the category or portfolio where they are allocated. This means, amongst other things, the disappearance of the concept of representative listing and the level premiums based on the quality of the issuer or the issue terms to estimate the market value of fixed rate securities based on the updated future flows. As an alternative, Note 2 in point 6 of the Conceptual Framework for accounting introduces the price concept in an active market and, failing that, the need to recur to the application of valuation models and techniques. An active market is a market where the following conditions simultaneously occur: - The exchanged goods or services are homogeneous. - Buyers or sellers for a specific good or service can be found at practically any time. - The prices are known are easily accessible for the public. Further, these prices must reflect real, present market transactions occurring regularly. Regarding the above, the regulation refers to the need for a market to be transparent and solid. Therefore, the prices known and easily accessible for the public offered by financial information providers reflecting real present market transaction occurring regularly will be considered as active market prices. If there were no price on an active market, it would need to be estimated with a valuation model or technique that is consistent with the methodology accepted and used on the market for setting prices, maximising the use of observable data on the market. For instruments representing debt, the discount methodology of certain or probabilised flows can be used in accordance with a discount, credit risk and liquidity rate adjusted to market conditions. e) Financial liabilities Those instruments issued, committed or assumed which mean for the Parent Company a direct or indirect obligation as per the financial reality to pay in cash or with another financial asset or exchange financial assets or liabilities with third parties in unfavourable conditions are recorded as financial liabilities. Classification and valuation Financial liabilities are classified in their entirety in the “Debts and items payable” category. They correspond to debts for commercial and non-commercial transactions. They are initially valued at fair value which, except where there is contrary evidence, is the transaction price equating to the fair value of the consideration received. The directly attributable transaction costs are part of the initial valuation. Consolidated Report 2 0 0 9 Annual Report 85 After the initial recognition at fair value, they are valued at amortised cost. Interest paid is entered into the accounts in the profit and loss account, applying the effective interest rate method. However, debits for commercial transactions with due date not above one year and which have no contractual interest rate, both at initial valuation and later valuation, are valued at par value when the effect of not updating cash flows is insignificant. f) Cash and other equivalent assets This section includes the cash in current accounts and temporary asset acquisition complying with all the following requisites: • They are convertible to cash. • At the time of acquisition, the maturity was not above 3 months. • They are not subject to any significant value change. • They are part of the normal treasury management policy at the Parent Company. g) Other asset - accruals The interest paid and not mature for financial investments is mainly recorded in this section when they are not part of the reimbursement value. In addition, the fees and recurring acquisition expenses are classified which are to be charged to the year or following years in accordance with the policy cover period which are activated with the limits set out in the technical note in the ‘Accruals’ section for the asset on the consolidated balance sheet, being charged to earnings in accordance with the policy cover they are associated with. There are no advanced fees or other recurrent acquisition expenses. h) Current and deferred taxes The expense for corporation tax for the year is calculate via the sum of the current tax, resulting from the application of the corresponding tax rate to the taxable base for the year less bonuses and deductions, and the variations for said period in the assets and liabilities for recorded deferred taxes. It is identified in the consolidated profit and loss account, except where it corresponds to transactions directly recorded in the net assets. The deferred taxes are recorded for the temporary differences on the date of the consolidated balance sheet between the tax base for the assets and liabilities and accounting values. The amount attributed to an asset element is taken as the tax base for tax purposes. The tax effect for temporary differences is included in the corresponding sections ‘Assets by deferred tax’ and ‘Liabilities by deferred tax’ on the consolidated balance sheet. The Parent Company recognises assets by deferred tax for all deductible temporary differences, unused tax credits and negative tax bases pending payment, as far as it is probable that the Parent Company will have future tax gains allowing the application of these assets. At year close, the Parent Company assesses the recognised assets by deferred tax and those not recognised previously. Based on said assessment, the Parent Company removes a previously recognised asset if it is unlikely to be recovered or records any previously unrecognised asset by deferred tax, as long as it is likely the Parent Company will have future tax gains allowing its application. Assets and liabilities by deferred tax are valued at expected tax rates at reversion, as per current approved regulations. Consolidated Report 86 i) Technical provisions • Provision for unearned premiums This comprises the part of the premium aimed at complying with unexpired future obligations at current yearend. The provision for unearned premiums is calculated for every insurance mode, taking as a base the premium rates and issued surcharges, paid in the year, net of cancellations, returns, bonuses and taking a uniform distribution for the accident rate. The Parent Company uses the ‘policy to policy’ procedure to calculate the provision for those modes generating it (Accidents, Death Assistance and Voluntary Death Assistance Extension (AVAF)). • Current risk provisions The provision for current risks will complement the provision for unearned premiums as its amount is not sufficient to reflect the value of all risks and expenses to cover which correspond to the unelapsed cover period on the date of year-end. On 31st December 2009, the allocation thereof was not considered necessary as there was no risk cover insufficiency. • Life insurance provisions They represent the value of the Parent Company obligations net of the policyholder obligations for life insurance at year-close. Life insurance provisions correspond for insurance where the cover period is equal or less than one year, to the unearned premium provision and to the mathematical provision for other insurance. The mathematical provision represents the difference between the actual actuarial value of Parent Company future obligations and those of the policyholder or, where applicable, the insured party. The calculation is performed policy-by-policy, applying the prospective method, based on future obligations contained in each contract and the mortality and invalidity tables, as well as the technical interest rates set out according to regulations. The mathematical provision calculation basis was the inventory rate paid in the year. The pure premium increased by administration costs in the Technical Bases for the corresponding insurance category has been taken as inventory rate. The mathematical provisions have been calculated using the PER-2000 tables which contain the most prudent consideration for groups from the Mutualidad. With regards to the groups of disabled from Mutualdis, a correction of the biometric hypothesis has been estimated in line with the characteristics of the policyholders on the basis of the best available information on the market for this death risk. The Parent Company, with the exceptions set out below, has calculated its mathematical provisions on 31st December 2009 at the technical interest rate of 2.60%, set out in Resolution dated 2nd January 2009 from the Directorate General for Insurance and Pension Funds. The Parent Company has assigned to the Retirement Plan 2, Retirement Plan 2000, Retirement Plan 2003 and Retirement Plan 2006 portfolio (Savings Plan) appropriate investments in accordance with what is set out in article 33.2.a) in the ROSSP and Order EHA/339/2007 dated February 16th, whereby the technical interest rate used in the mathematical provisions calculation on 31st December 2009 is the implicit rate resulting from the comparison between the actual value of assigned investment, calculated on its IRR for purchase corrected for credit rating, and the planned benefits and expenses payments. However, for the Retirement Plan 2, Retirement Plan 2000 and Retirement Plan 2003 portfolios, due to them being products with profit-share, the higher limit of that used to calculate the premium has been taken for the technical interest rate to use in the calculation, as per art. 33.3 in the ROSSP. Consolidated Report 2 0 0 9 Annual Report 87 • Provisions for services These represent the best estimate for total pending obligations amounts for the Group derived from the accidents occurred before year-close, which is equal to the difference between the total estimated or set cost, including external and internal management and administration expenses for the files and all amounts already paid for said accidents. In order to set the amount, accidents have been classified by years of occurrence and insurance branches, each accident being valued individually. These provisions are split into pending liquidation or payment, pending declaration and internal expenses for accident liquidation. The provision calculation for accidents pending declaration has been performed taking into account the information and experience from previous years at the Group. The calculation is made by multiplying the average number of accidents pending declaration by the average cost thereof for the last year and estimated in accordance with what is set out in the Rules on the Regulation and Supervision of Private Insurance. The provision for internal expenses for accident liquidation aims to provide the sufficient amount to cover necessary internal Group expenses for total accident process finalisation which must be included in the provision for services. • Profit-share provision This includes the amount for benefits paid to policyholders or beneficiaries, whilst they have not been assigned individually to each of them. • Other provisions This corresponds to provision for deaths. It represents, in contracts lasting over one year, the amount at the close of annual accounts for all future Group commitments (payment of compensation and management expenses), net of all future policyholder commitments (premium payment). It is calculated contract-by-contract with the biometric (mortality) and financial (interest rate) hypotheses current at the time of calculation. There are two sub-portfolios in the calculation: Contracts with a start date before 1st January 2008 Due to the characteristics of the policies in this portfolio, the provision is calculated for those contract where the policyholder is 65 (or older) as of or before 1/1/2009. The premium is taken as that current on renewal as of 1/1/2009 in these contracts and both this and the amount of the benefit are maintained constant throughout the future contract life, since the policies do not include an automatic premium or cover update mechanism for these contracts. The premium amount aimed at internal and external expenses is set as per the technical bases governing these contracts as of October 1999. Contracts with a start date after or as of 1st January 2008 Due to the characteristics of the policies in this portfolio, the provision is calculated for all contracts and in accordance with what is set out in the technical bases for November 2007. Consolidated Report 88 j) Provisions and contingent liabilities The provisions for environmental restoration, restructuring costs, debts for assumed payments arising from agreements taken on with insurance companies and litigation are recognised when the Parent Company has a current legal or implicit obligation as a result of past events, a resource use is likely to be necessary to settle the obligation and the amount can be reliably estimated. Provision for future operational losses are not recognised. Provisions are valued at present payment value expected to be required to settle the obligation using an interest rate that reflects the present market valuations of the time value of money and the specific risks of the obligation. The adjustments to a provision due to updating are recognised as a financial cost as they are paid. Provisions with an expiry below or equal to one year with an insignificant financial effect are not discounted. When part of the payment necessary to settle the provision is expected to be repaid by a third party, the repayment is recognised as an independent asset, as long as receipt thereof is practically assured. In turn, contingent liabilities are considered as such when they are possible obligations arising from past events, whose materialisation is conditioned to one or more future events occurring outside the Parent Company’s control, not being subject to accounting record. In 2009 a provision has been recorded for contingent liabilities due to the transfer operation of the insurance portfolio from the group company CISNE ASEGURADORA, COMPAÑÍA DE SEGUROS Y REASEGUROS, S.A to the single shareholder group company DIVINA PASTORA SEGUROS GENERALES, S.A.U., as set out in the Later Events note, where the latter takes on the technical liabilities of the former. k) Liabilities for long-term payments to staff Provisions for pensions and similar obligations (retirement bonuses and supplements) Retirement bonus The Collective Insurance Agreement sets out a financial compensation for retirement at sixty-five years, so that if retirement is requested by the employee in the month they are sixty-five, the company must pay an instalment once, whose maximum will run to thirty-five years of service at the company retiring the employee. The actuarial values for obligations the Group has with its personnel in application of the agreement have been performed by the internal Technical Department at the Parent Company. The Technical Bases used for calculations, as per the Actuarial Report, are as follows: Actuary tables: - In order to value the survival risk, the mortality tables have been used which are taken as adapted to the time of valuation and legally recommended for survival insurance, GRM95 and GRF95, for men and women, respectively. - In order to value the invalidity risk across each of its levels, the base in the study performed by Merino, Ponciello and Soler on Spanish experience is used, contrasted with the company’s experience in this area. - In order to value the risk of an employee retiring, the base in the Appendix of the ‘Ministerial Order 3433/2006 dated November 2nd on special technical conditions applicable to insurance and pension plan contracts implementing certain commitments for pensions linked to retirement’ is used. Interest rate: The TSIR has been used derived from the listing of ‘strips’ of Spanish Public Debt as of 31/12/2009, adjusted by 5% (in accordance with Order EHA/339/2007 governing Financial Immunisation). Forecast salary inflation: the arithmetic average for the annual CPI variation over the last full 5 years (20052009) has been used. Consolidated Report 2 0 0 9 Annual Report 89 Pension plan The Parent Company promoted the creation of the ‘Previsión del Hogar, Plan de Pensiones’ (‘Home Welfare, Pension Plan’) Pension Plan with the aim of providing retirement, incapacity, widowhood and orphanhood benefits for those workers with over 2 years of service who wish to join the plan. The pension plan is a mixed employment system since it contains two sub-plans, one for defined benefit and one for defined contribution. In accordance with the Control Committee for the plan dated 26th December 2007, it was decided to transform the defined benefit sub-plan to a pure defined contribution one as of 1st January 2008. The plan management company is Aseguradora Valenciana, S.A. de Seguros y Reaseguros. Life Insurance As required by the collective Agreement for Insurance Companies, a provision has been made for employee life insurance. The following hypotheses have been used: Actuary tables: The mortality tables taken as adapted to the valuation time and legally recommended for survival insurance, Gk95, for men and women respectively have been updated. As invalidity tables, the study performed by Merino, Pociello and Soler on Spanish experience has been used and contrasted with the Company’s experience in this area. Technical interest rate: Valuation is performed at a constant technical interest rate of 2.60%. l) Income and expenses Income and expenses are recorded based on their payment period, social transactions being recorded taking into account the correlation between generated income and the corresponding expenses. Premiums Premiums are entered into the accounts by applying the accrual criteria, including the premiums paid and ceded in the year and the variations to the corresponding technical provisions for unearned premiums. Accident rate The technical expenses for accidents, which are accounted as per the accrual criteria, show payments for benefits derived from insurance contracts and the expenses covered chargeable to their liquidation; in turn, the variations to the corresponding technical provisions for benefits are included. Expenses Reclassification by purpose As of 31st December 2009, reclassification for expenses by purpose was performed as per the following criteria: In compliance with what is set out in the General Accounting Plan for Insurance Companies, the Parent Company has reclassified in the Profit and Loss account certain expenses originally accounted by their nature by the purposes for which they have been applied. The most important sections for expense reclassification are as follows: - Fees, holdings and other portfolio expenses - Personnel expenses - External services - Taxes - Provisions for amortisations Consolidated Report 90 The purposes for which it is necessary to locate accounted expenses by type are: - Acquisition costs - Administration costs - Expenses chargeable to benefits - Expenses chargeable to investments - Other technical expenses - Other non-technical expenses. The most important criteria used by the Parent Company for reclassification, which it reviews every year, were as follows: • Fees, holdings and other portfolio expenses have been considered as acquisition expenses as they have arisen due to policy subscription or renewal. • Personnel expenses have been spread based on a study of the estimated assignment of the staff in the different areas of the Group to each of the specified purposes. • Distribution criteria derived mainly from the use of resources by Group personnel and their correspondence to reclassified personnel expenses have been established for the remaining expenses considered by type. The criteria used were uniformly applied in the previous year. m) Business combinations Business combinations are recorded by acquisition method. The cost for the purchasing company of a business combination is the fair value of the delivered assets, the issued asset instruments and the liabilities incurred or assumed on the exchange date, as well as any other additional consideration, plus the expenses directly attributable to the combination. Goodwill represents the excess business combination cost for the acquired identifiable asset value less that of the assumed liabilities, applying the criteria relating to intangible assets for valuation. n) Transactions between related parties In general, transactions between the Parent Company and a group company are account at the initial moment by their fair value. Where applicable, if the agreed price differs from the fair value, the difference is recorded in line with the financial reality of the transaction. The later valuation is performed as per what is set out in the corresponding regulations. ñ) Transactions in foreign currencies 1. Functional and presentation currency The Company consolidated annual accounts are presented in euro, which is the Parent Company’s presentation and functional currency. 2. Transactions and balances Transactions in foreign currency are initially converted to the functional currency using the current exchange rates on the transaction date. Profits and losses in foreign currency resulting from the settlement of these transactions and the conversion to exchange rates at close for monetary assets and liabilities denominated in foreign currency are identified in the profit and loss account, except where they differ in net assets such as qualified cash flow coverages and qualified net investment coverages. Consolidated Report 2 0 0 9 Annual Report 91 Conversion differences on non-monetary items, such as asset instruments held at fair value with changes on the profit and loss account are presented as part of the profit or loss in fair value. Conversion differences on non-monetary items, such as asset instruments classified as financial assets available for sale are included in net assets. Non-monetary items in foreign currency valued in terms of historic cost are converted by using the exchange rates on the date this fair value is set. o) Assets (alienable element groups) held for sale and interrupted activities The assets (or alienable element groups) are classified as held for sale when it is believed that their book value will be recovered through a sales operation instead of through continued use. This condition is only seen as met when the sale is highly probable and available for immediate sale in its present condition and will foreseeably be completed in the period of one year from classification date. These assets are presented with a value at the lesser amount between their book value and fair value reduced by the necessary costs for transfer and not subject to amortisation. Consolidated Report 92 7. INFORMATION ON CERATIN ITEMS IN THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT 7.1. INTANGIBLE ASSETS The composition of this section and the movement during 2009 for the different accounts comprising it is as follows: COST Balance on 31.12.08 Addition by Merger Land and natural assets 3,878,458.54 756,000.00 Buildings and other constructions 7,036,052.26 768,045.78 Transport elements 1,064,813.98 --- Furniture and Facilities 5,165,060.10 107,841.45 Information process equipment 3,090,283.87 30,644.01 Other tangible fixed assets 5,473.78 --- Assets in progress 2,456.73 --- 132,119.36 --- 20,374,718.62 1,662,531.24 (1,846,768.27) (39,045.78) (221,894.59) --- Furniture and Facilities (4,753,370.10) (55,710.24) Information process equipment (2,588,319.42) (26,746.57) (1,643.50) --- Total Accumulated Amortisation (9,411,995.88) (121,502.59) NET TOTAL 10,962,722.74 Advances tangible fixed assets TOTAL COST ACCUMULATED AMORTISATION Buildings and constructions Transport elements Other tangible fixed assets Consolidated Report 2 0 0 9 Annual Report 93 Addition by Cisne Integration Additions / Transfers Withdrawals / Transfers Adjustments for liquidation value Balance on 31.12.09 --- --- --- --- 4,634,458.54 --- --- --- --- 7,804,098.04 18,669.34 --- --- (18,669.34) 1,064,813.98 947,026.91 54,275.80 (803,654.27) (70,552.02) 5,399,997.97 377,020.10 221,859.87 (237,892.76) (1,529.68) 3,480,385.41 --- 24,424.03 --- --- 29,897.81 --- --- --- --- 2,456.73 --- --- (132,119.36) --- --- 1,342,716.35 300,559.70 (1,173,666.39) (90,751.04) 22,416,108.48 --- (148,455.94) --- --- (2,034,269.99) --- (125,784.27) --- --- (347,678.86) (225,675.89) (196,126.68) 272,656.49 36,765.24 (4,921,461.18) (163,646.83) (239,567.53) 189,254.85 --- (2,829,025.50) --- (564.79) --- --- (2,208.29) (389,322.72) (710,499,21) 461,911.34 36,765.24 (10,134,643.82) 12,281,464.66 Euro The adjusted amounts on Cisne Aseguradora assets are included in the column “Adjustment for liquidation value” since they have been adjusted to the liquidation value as stated in the individual report for this subsidiary. The transport elements include the right to use an aeroplane. On 31st December 2009, there were tangible fixed assets which, being in use, were totally amortised at a cost value of 1,561,550.47 euro. Consolidated Report 94 The land and buildings the Parent Company uses for its own activities are as follows: PROPERTIES Concepción, 11 (Albacete) Cost value Accumulated Amortisation 313,728.32 51,608.38 Concepción, 7 garage, 2-34 (Albacete) 20,218.04 2,405.89 Rambla Méndez Núñez, 28 (Alicante) 281,599.13 57,306.54 Rambla Méndez Núñez, 28 (Alicante) 22,526.61 5,128.69 Diputación, 180 (Barcelona) 121,708.16 38,537.11 Diputación, 180 (Barcelona) 133,354.05 20,750.78 Pl. Alcalde Xifre, 14-15 (Badalona) 118,388.68 24,657.31 99,972.98 19,545.61 201,424.39 38,814.47 Av. Francesc Masiá, garage space (Sabadell) 13,943.48 2,744.12 Av. Francesc Masiá, garage space (Sabadell) 13,943.48 2,744.12 Ancha, 22 (Cadiz) 256,233.92 39,759.00 Ronda Tejares, 32 (Cordoba) 188,440.76 56,154.99 Garage, 14-R. Tejares, 34 (Cordoba) 22,069.17 3,836.33 San Francisco, 21 (Gerona) 19,402.86 10,279.81 San Antón, s/n (Granada) 273,715.39 51,446.75 San Antón, s/n (Granada) 11,747.58 2,508.99 301,283.52 57,294.07 Compostela, 10-12 (Tuy) 52,889.07 8,576.75 Juan Florez, 8 garage 20-2 (Corunna) 18,030.36 2,903.05 Juan Florez, 8 garage 21-2 (Corunna) 313,728.32 20,218.04 Av. Mesa y López, 8 (Las Palmas) 281,599.13 22,526.61 121,708.16 133,354.05 Burgo Nuevo, 24 (León) 118,388.68 99,972.98 201,424.39 Princesa, 2 (Madrid) 13,943.48 13,943.48 256,233.92 Princesa, 2 (Madrid) 188,440.76 22,069.17 Mayor, 56 (Alcorcón) 19,402.86 273,715.39 11,747.58 Colón-Pl. Nuncio (Alcorcón) 301,283.52 52,889.07 18,030.36 Princesa, 2-Premises 1-B (Madrid) 18,030.36 267,903.18 228,777.79 Princesa, 2 Car park. 45 (Madrid) 394,078.67 18,030.36 2,903.05 267,903.18 41,569.59 228,777.79 56,004.89 394,078.67 70,012.66 61,330.65 18,414.56 221,695.72 50,901.30 50,143.62 12,359.40 160,783.47 30,012.82 24,040.49 4,487.54 Princesa, 2-Premises 7 Pl 9º 208,843.15 39,209.12 Ramón y Cajal, 2 (Ciudad Real) 270,333.57 33,746.72 Alameda Colón, 9 (Malaga) 100,435.99 27,688.90 Alameda Colón, 9 (Malaga) 7,085.65 2,247.44 385,135.93 62,363.44 15,025.30 2,556.60 Av. S. Esteve (Granollers) Av. Francesc Masiá (Sabadell) Fernando González, 6 (Corunna) Padre Atanasio, oficine A (Majorca) Padre Atanasio, garage space 2,29 (Majorca) Euro Consolidated Report 2 0 0 9 Annual Report 95 PROPERTIES Cost value Accumulated Amortisation Padre Atanasio, garage space 3,83 (Majorca) 15,025.30 2,556.60 Padre Atanasio, garage space 3,84 (Majorca) 15,025.30 2,556.60 Padre Atanasio, garage space 3,43 (Majorca) 15,025.30 2,556.60 Manresa, 1 (Murcia) 105,012.00 25,443.24 Av. General primo de Rivera, 10 (Murcia) 735,700.00 13,923.78 Corrida, 4 (Gijón) 132,079.81 27,701.76 Melquiades Álvarez, 26 (Oviedo) 913,185.67 155,545.95 Policarpo Sanz, 3 (Vigo) 241,467.50 32,174.85 Paseo de Pereda, 32 (Santander) 477,707.44 81,354.82 415,164.85 90,137.71 26,560.18 5,867.12 390,117.01 67,254.86 12,101.94 2,089.73 Colón, 74 Offices (Valencia) 784,767.07 210,947.38 Colón, 74-64 garage places. 200,973.92 53,774.26 Pl. Ayuntamiento, 26 (Valencia) 528,953.37 114,792.18 85,630.21 16,741.25 Racó de Ademuz, 4 (Industrial Building) 172,490.48 20,146.84 Pº Germanías, 82 (Gandía) 128,768.70 20,281.09 Pl. Santa Ana, 7 (Valladolid) 273,375.20 44,261.21 Coso 98 (Saragossa) 311,055.34 44,636.34 Coso 98, garage 2,20 (Saragossa) 18,030.36 2,587.54 Coso 98, garage 2,10 (Saragossa) 18,030.36 2,587.55 1,524,045.78 42,869.94 12,438,556.58 2,034,269.99 PL. Josefa Reina, 3 (Seville) Rioja, 25 (Seville) Pl. Candelaria, 1 de. Olympo (Tenerife) Ed. Olympo Garage 352 (Tenerife) Pl. Ayuntamiento, 26-2º (Valencia) Villanueva 27 (Madrid) TOTAL Euro The building Villanueva 27 comes from the merger with Mutualdis. Said property was revalued in 2008 and the initial cost value was 191,342.68 euro. The Parent Company has no lease contract with third parties for these properties. The Parent Company has insurance policies with third parties to cover possible risks affecting tangible fixed assets and tangible investments. The policy cover is considered sufficient. The effect of the update on the provision for amortisation in 2009 was 13,276.44 euro and on the amortisation of the next year will be for a similar amount. At the end of 2009, land and constructions with a market value of 5,282,341.00 euro were subject to the technical provisions coverage. Consolidated Report 96 7.2. REAL ESTATE INVESTMENTS The composition of this section and the movement during 2009 for the different accounts comprising it is as follows: Balance on 31.12.08 COST Land and natural assets Addition by merger 44,868,902.28 4,768,386.00 --- --- Other tangible investments (finished social works) 17,877,158.10 3,068,589.08 Tangible investments in progress (social works in progress) 6,836,394.56 --- 110,046.33 --- 69,692,501.27 7,836,975.08 Buildings and other constructions --- (370,699.79) Total Accumulated Amortisation --- (370,699.79) (11,785,697.37) --- Buildings and other constructions Real estate investment advances Total Cost ACCUMULATED AMORTISATION Real estate investment value depreciation NET TOTAL 57,906,803.90 Real estate investment Expenses/Income The item list for real estate investment expenses and income in the non-technical account, all related to the real estate business, is as follows: EXPENSES (Euro) INCOME (Euro) Site acquisition --- Sales 478,940.00 Site variation --- Work in progress variation 197,531.60 Work in progress performance Fees for independent professional services Personnel expenses Taxes Other costs TOTAL 327,768.51 65,328.81 Property pending sale variation Lease income (457,723.07) 158,476.17 246,243.24 --- 18,065.05 --- 9,392.06 --- 666,797.67 TOTAL 377,224.70 Parent Company lots aimed at own use pending construction as well as different properties from the merger with Mutualdis leased to third parties are included in real estate investments. Lastly, housing pending sales from the real estate business is included in finished work. The company has insurance on said property with sufficient coverage. The properties are not subject to technical provisions coverage. Consolidated Report 2 0 0 9 Annual Report 97 Addition for real estate investment value depreciation correspond to the homogenisation adjustment in the consolidation for subsidiary company land, having been valued in accordance with Order Eco/805/2003 dated March 27th on property valuation regulations and certain data for certain financial purposes. Additions for Cisne integration Deductions Additions Withdrawals for liquidation value Transfers Balance on 31.12.09 71,427.68 --- --- --- 478,304.34 50,187,020.30 419,575.50 --- (110,015.33) --- (56,615.27) 252,944.90 --- 2,215.61 (457,723.07) (9,325,477.63) --- 11,164,762.09 --- 199,990.25 --- 9,435,523.96 --- 16,471,908.77 --- --- --- (110,046.33) --- --- 491,003.18 202,205.86 (567,738.40) --- 421,689.07 78,076,636.06 (65,842.65) (120,713.69) 10,714.74 --- 63,131.97 (483,409.42) (65,842.65) (120,713.69) 10,714.74 --- 63,131.97 (483,409.42) --- (4,751,923.73) --- --- --- (16,537,621.10) 61,055,605.54 Euro 7.3. INTANGIBLE FIXED ASSETS On 31st December 2009, the balance for the attached consolidated balance sheet section, as well as its progress in 2009, presents the following details: COST IT applications Balance on 31.12.08 551,871.35 Additions --- Transfers Balance on 31.12.09 --- 551,672.34 (49,600.85) 1,934,433.31 Goodwill in fully consolidated companies 1,984,034.16 TOTAL COST 2,535,905.51 --- (49,600.85) 2,486,105.65 IT applications (410,878.20) (45,842.69) --- (456,521.88) Total Accumulated Amortisation (410,878.20) (45,842.69) --- (456,521.88) NET TOTAL 2,125,027.31 ACCUMULATED AMORTISATION 2,029,583.77 Euro On 31st December 2009, there were completely amortised, but in use, IT applications running to 363,537.91 euro. Consolidated Report 98 7.4. FINANCIAL INSTRUMENTS 7.4.1. Financial assets The composition of financial assets on 31st December 2009 is as follows: FINANCIAL ASSETS Cash and other equivalent liquid assets Other financial assets at fair value with changes posted in the Profit and Loss account Hybrid financial nstruments ASSET INSTRUMENTS: --- --- Financial investments in equity --- --- Shares in investment funds --- --- Shares in venture capital funds --- --- Provisions --- --- --- --- Fixed income securities --- --- Other representative debt values --- --- HYBRID INSTRUMENTS --- 24,207,489.17 DEPOSITS IN CREDIT INSTITUTIONS --- --- LOANS FOR DIRECT INSURANCE OPERATIONS --- --- Insurance policyholders: --- --- Pending receipts --- --- Provision for premiums pending payment --- --- Brokers: --- --- OTHER LOANS --- --- Loans with Public Administrations --- --- Other loans --- --- TREASURY 12,027,571.20 --- TOTAL 12,027,571.20 24,207,489.17 REPRESENTATIVE DEBT VALUES Consolidated Report 2 0 0 9 Annual Report 99 Financial assets available for sale Loans and items payable Value fair TOTAL Cost 47,139,064.98 587,931.21 --- 47,726,996.19 --- --- --- --- 47,139,064.98 --- --- 47,139,064.98 --- 750,000.00 --- 750,000.00 --- (162,068.79) --- (162,068.79) 750,598,056.45 --- 539,553,546.54 1,290,151,602.99 750,598,056.45 --- --- 750,598,056.45 --- --- 539,553,546.54 539,553,546.54 --- --- --- 24,207,489.17 --- --- 40,506,152.91 40,506,152.91 --- --- 54,533,977.69 54,533,977.69 --- --- 54,533,977.69 54,533,977.69 --- --- 54,837,910.01 54,837,910.01 --- --- (303,932.32) (303,932.32) --- --- --- --- --- --- 8,884,213.73 8,884,213.73 --- --- 1,318,876.11 1,318,876.11 --- --- 7,565,337.62 7,565,337.62 --- --- --- 12,027,571.20 797,737,121.43 587,931.21 643,477,890.87 1,478,038,003.88 Euro Consolidated Report 100 7.4.1.1. Classification by maturity The maturity details for financial assets are as follows: MATURITY YEAR Cash and other equivalent liquid assets Hybrid financial instruments Representative debt values Available for sale Deposits in group institutions Loans and items payable Representative debt values TOTAL 2010 12,027,571.20 2,883,300.00 26,979,601.03 25,506,152.91 --- 67,396,625.14 2011 --- 1,500,000.00 1,168,200.52 --- --- 2,668,200.52 2012 --- --- 13,041,808.80 --- --- 13,041,808.80 2013 --- --- 77,336,875.34 --- --- 77,336,875.34 2014 --- --- 312,286,928.49 --- --- 312,286,928.49 Other years --- 19,824,189.17 319,784,642.27 15,000,000.00 539,553,546.54 894,162,377.98 12,027,571.20 24,207,489.17 750,598,056.45 40,506,152.91 539,553,546.54 1,366,892,816.27 TOTAL Euro 7.4.1.2. Assets ceded as guarantee The Parent Company has securities pledged for a par value of 60,626 thousand euro as a guarantee for the two loan policies it has with financial institutions at year-end; therefore no technical provisions have been made for coverage purposes. 7.4.1.3. Information related to the profit and loss account and net assets The following chart shows information related to the profit and loss account and net assets for financial instruments for the Parent Company: Net assets (net profit and losses by valuation) Financial income and expenses by application of the effective interest rate (4,925,753.21) 753,960.93 Asset instruments 3,859,281.97 4,797,461.75 Debt instruments 5,245,297.75 53,767,388.65 TOTAL 4,178,826.52 59,318,811.33 ITEM Hybrid instruments Euro Consolidated Report 2 0 0 9 Annual Report 101 7.4.1.4. Coverage and fair value operations Financial instruments designated as cover instruments comply with the current registration and valuation regulations. Financial exchanges On 31st December 2009, the Parent Company had 6 current financial exchange transactions on fixed against fixedtype interest rates, corresponding to 4 SWAPS and 2 SPVS transactions. Said transactions were contracted with the purpose of adapting payment flows thereof to existing payment obligations by contracting insurance products. Below is a breakdown of contractual values for said transactions, the insured interest rates for payment flows thereof alongside their maturity dates on 31st December 2009: PRODUCT Cost (Euro) Fair value (Euro) Profitability Maturity date Swap I 12,739,802.54 2,770,165.31 4.13% 01/11/2045 Swap II 106,793,591.16 48,352,515.85 3.95% 01/01/2046 Swap III 16,306,924.79 876,116.68 4.57% 01/12/2046 Swap IV 38,336,655.88 12,345,574.05 4.98% 01/09/2047 SPV I 79,463,122.64 36,352,302.49 3.93% 01/07/2050 SPV II 62,791,998.61 24,357,734.83 4.29% 01/10/2046 The amounts to pay (updated by the internal transaction profitability rate) as a consequence of said financial exchange contracts run to 313,779 thousand euro, as of 31st December 2009, which are recorded in the balance sheet in the section ‘Loans and items payable - Representative debt values’. The difference between the reimbursement value and the actual value of assets is recorded in the same section and runs to 124,150 thousand euro. These expenses are accrued as per financial criteria. In addition, the amounts to pay for these contracts run to 379,274 thousand euro as of 31st December 2009 (obtained in function of the internal profitability rate for the financial exchange transaction) which the Parent Company, in accordance with the contracts, must liquidate with the other party on maturity. The income and expenses paid in the year corresponding to financial exchange transactions have been recorded in the technical life account in the corresponding financial investment income and expenses sections respectively. The fair value has been calculated by updating collection and payment flows to the zero coupon curve on close date. On 31st December 2009, the credit risk of these transactions runs between AAA and A. Consolidated Report 102 7.4.1.5. Financial instrument risk Management of credit and market risks is performed by the Finance Department and is supervised by the Internal Control Department. The Parent Company has a very conservative investment policy impeding it taking on high risks in terms of credit risks, setting the minimum rating for financial investment within the investment band and without, in any case, entering the speculation band. In addition, at the minimum monthly frequency meetings held by the Investment Committee, the average portfolio rating is revised, as well as information provided on if there has been any significant downward variation in the credit rating of any portfolio securities. There are no significant investments in currency whereby the Parent Company is not at all exposed to currency exchange risk. In turn, in order to cover the interest rate risk at all times, the policy of adjusting the liabilities terms and interest rates continues with those corresponding to investments and materialisation in low risk securities. With the aim of ensuring necessary liquidity for business development, the Group has a treasury shown on the attached consolidated Balance Sheet. In turn, the Financial Department periodically carries out financial projections on collections and payments to be made in the future so as to develop prudent asset and liability management, foreseeing over time cash requirements. The following charts show the significant information from the last year relating to the exposition level to interest rate risk for financial assets and liabilities: Asset amount exposed to interest rate risk in: PORTFOLIO Hybrid instruments Fair value (fixed interest rate) Not exposed to risk Total --- 24,207,489.17 24,207,489.17 Available for sale 750,598,056.45 47,726,996.19 798,325,052.64 TOTAL 750,598,056.45 77,813,204.21 822,532,541.81 Euro The credit rating for issuers of fixed income bonds are set out below for 2009: Issuer credit rating Book value Portfolio available for sale Hybrid instruments AAA 667,719,043.23 --- AA 13,908,132.69 --- AA- 22,511,260.81 10,000,016.66 A+ 25,825,700.34 14,207,472.51 A 3,051,207.07 --- A- 1,674,111.75 --- BBB+ 1,846,644.64 --- BBB 1,897,944.60 --- 12,164,011.32 --- 750,598,056.45 24,207,489.17 No credit rating TOTAL Euro Consolidated Report 2 0 0 9 Annual Report 103 7.4.1.6. Investments in group and associate company assets The composition of this section and the movement during 2009 for the different accounts comprising it is as follows: Additions for merger with Mutualdis / Additions Withdrawals for integration in consolidated COST Balance on 31.12.08 Shares in group companies 45,406,948.89 1,039,500.00 (44,130,946.58) 2,315,502.31 Cisne Aseguradora, Compañía de Seguros y Reaseguros 44,130,946.58 --- (44,130,946.58) --- 1,140,901.31 --- --- 1,140,901.31 135,101.00 1,039,500.00 --- 1,174,601.00 (23,440,757.95) (21,864,789.63) 44,130,946.58 (1,174,601.00) 21,966,190.94 (20,825,289.63) --- 1,140,901.31 Divina Pastora Seguros de América Previgalia Corporación, S.A. Value depreciation NET VALUE Balance on 31.12.09 Euro Information on group companies not integrated in the consolidated accounts is as follows: DIVINA PASTORA SEGUROS DE AMÉRICA, S.A. The company ‘DIVINA PASTORA SEGUROS DE AMÉRICA, S.A.’ is currently being constituted which will be 100% owned by the Company which has already provided 1,140,901.31 euro for its foundation. PREVIGALIA CORPORACIÓN, S.A. The company’s business is shareholder in portfolio. In this sense, it holds 100% of two subsidiary companies: • Previgalia Correduría, which was sold on 17th July 2009 for 1 euro. • Previgalia Gestión, a company in liquidation at year-close and with no business. Given the immaterial nature of the effect integrating the financial statements of this subsidiary on 31st December 2009 would have, the company has not included it in the consolidation scope and is presented at cost. The group company financial information, as set out in the unaudited annual accounts, is as follows: Euro Equity: Capital 1,502,024.00 Reserves 933.56 Negative results from previous years 2009 Result (1,059,416.43) (443,494.19) Total Equity 46.94 Parent company investment value --- Total Assets 31 December 2009 46.94 st Total Income 2009 --- Consolidated Report 104 7.4.1.7. Loans and items payable a) Loans for direct insurance operations The details for premiums pending payments and their corresponding provisions are as follows: Receipts for premiums pending collection Euro 1,690,564.67 Credits for receipts pending issue (instalment premiums whose receipt has not been issued) 53,147,345.34 Correction for depreciation of premiums pending collection (303,932.32) TOTAL 54,533,977.69 b) Loans with Public Administrations The accounts and respective balances included in the sections referring to the consolidated balance sheet are shown below: Inland Revenue receivable for VAT Inland Revenue receivable for Corporation Tax TOTAL Euro 1,301,497.96 17,378.15 1,318,876.11 c) Other loans The accounts and respective balances included in the sections referring to the consolidated balance sheet are shown below: Euro Different receivables 479,560.39 Receivables payable 129,683.32 Loan debts Remuneration advances 4,929,762.38 12,876.43 Staff loans 189,230.79 Loan value depreciation for commercial transactions (87,249.56) Advance guarantees 843,204.95 Other loans 1,068,268.92 TOTAL 7,565,337.62 Consolidated Report 2 0 0 9 Annual Report 105 7.4.1.8. Cash and other equivalent liquid assets The composition of this balance sheet section on 31st December 2009 is as follows: Euro Current accounts in Credit Institutions Cash 12,026,297.26 1,273.94 TOTAL 12,027,571.20 7.4.2. Financial liabilities The composition of financial liabilities on 31st December 2009 is as follows: Debts and items payable FINANCIAL LIABILITIES Debts for insurance operations: 460,605.05 • Policyholder debts 36,493.70 • Broker debts 105,667.12 • Conditioned debts 318,444.23 Debts for reinsurance operations 141,398.78 Debts with credit institutions 47,658,634.40 Other debts: 388,346,178.19 • Debts with Public Administrations • Other debts 6,197,983.82 382,148,194.37 TOTAL 436,606,816.42 Euro The maturity details for the main items of financial assets are as follows: YEAR Euro 2010 31,276,497.09 2011 27,180,929.23 2012 25,427,933.30 2013 37,392,899.96 2014 21,583,224.67 Resto 239,286,710.12 TOTAL 382,148,194.37 The debt amount with credit institutions corresponds to two loan policies with financial institutions which have annual renewals. Consolidated Report 106 8. NET ASSETS - EQUITY a) Mutual Fund In accordance with articles 64 and 65 in the Parent Company articles of association, the Mutual Fund is totally paid out charged to surpluses from previous years. The Mutualidad financial resources will comprise: 1. The collection of policyholder fees. 2. The collection of allocations which, where applicable, the General Meeting sets. 3. The profitability of Mutualidad assets. 4. Donations and subsidies. Any other income set or collected for the Mutualidad. When, at financial year-end, the earnings account shows fundamental deviations which may affect the financial stability of the Mutualidad and the causes are due to circumstantial catastrophe, the General Meeting, upon economic, financial and actuarial advice deemed pertinent, will set an extraordinary allocation or contribution from policyholders to the Mutualidad, specifying the amount and effectiveness terms. When, at financial year-end, the earnings account shows surpluses, these may be used to improve benefits, give rise to the corresponding asset allocation or be transferred to the net asset accounts of the Mutualidad, all in the method and amount set by the General meeting, upon proposal of the Board of Directors. The General Meeting may also, upon Board of Director proposal, use all or part of the freely disposable surpluses of the Social Benefits deemed appropriate for policyholders. b) Reappraisal reserve Royal Decree-Law 7/1996, dated June 7th In accordance with Royal Decree-Law 7/1996 dated June 7th on urgent tax measures and financial activity development and liberalisation, the Parent Company updated its asset elements for the tangible fixed assets and real estate investments corresponding to the year ending 31st December 1996. The amount of the update ran to 2,906,126.84 euro, an amount net of the 3% tax on capital gains, which was charged to said account with payment to the crediting Inland Revenue for an amount of 89,880.21 euro. The reappraisal reserve, as well as update transactions, were checked and approved by the State Inland Revenue Inspection dated 23rd March 2001. Said reserve, since the period of 10 years has passed since the balance sheet date where the update transactions are shown, can be used for free disposal reserves, its balance able to be distributed. c) Merger with Mutualdis The General Extraordinary Policyholders Assembly for the Mutualidad General de Previsión del Hogar Divina Pastora took place on 26th September 2008. Said Meeting approved the merger between Divina Pastora (Acquiring Company) and Mutualdis (Acquired Company), taking as a reference thereof the balance sheets as of 31st May 2008. Said merger project included as effective date thereof the 1st January 2008. The merger project as well as the authorisation application for said merger was sent to the Directorate General for Insurance and Pension Funds (DGSFP) on 29th October 2008. However, the DGSFP did not authorise said operation until 24th June 2009 via ministerial order sent to the Company on 26th June 2009. Mutualdis valued its assets at market value in 2008, therefore generating an increase in reserves of 4,696,960.41 euro. Consolidated Report 2 0 0 9 Annual Report 107 9. FISCAL SITUATION The Parent Company has still not presented its corporation tax return for 2009, although the calculation has taken into consideration the different applicable legislative dispositions. The Parent Company has all taxes corresponding to 2006 to 2009 open for inspection and 2005 for Corporation Tax. The fiscal loans and debts as of 31st December 2009 are recorded respectively in the sections Loans and items payable and Debts and items payable of the assets and liabilities on the attached consolidated balance sheet. Settlement between the Group accounting earnings and the aggregate taxable base for corporation tax in 2009 is as follows: BOOK AND TAX EARNINGS SETTLEMENT Tax paid Book earnings for the year before corporation tax 3,045,987.69 Long-term differences (446,087.29) Individual increases Increases for fully integrated companies Individual reductions Tax payable/ (refundable) 1,262,829.11 987,070.38 (2,695,986.78) Book earnings adjusted by 25% 2,599,900.30 Book earnings adjusted by 30% 87,855.43 Adjusted book earnings Total 2,687,755.73 Share on adjusted book earnings (25%) 649,975.07 Share on adjusted book earnings (30%) 26,356.64 Share on Total book earnings 676,331.71 Timing differences Originating in the year Increases Reductions 28,968,190.26 28,968,190.26 --- Originating in previous years Increases Reductions Negative taxable bases (638,007.07) 74,678.01 (712,685.08) (4,434,120.99) Share on negative taxable bases (25%) Taxable base (fiscal result) Share on fiscal earnings (25%) Share on fiscal earnings (30%) TOTAL (1,108,530.25) 26,583,818.03 (458,555.18) 6,578,616.26 26,356.64 80,805.86 (432,198.55) 6,659,422.12 Deduction for double taxation (71,647.77) (71,647.77) Pension Plan Deduction (15,320.32) (15,320.32) Training expenses (4,861.55) (4,861.55) Deduction for contributions to foundations (174,323.49) (174,323.49) Total tax due minus tax credits 2009 (698,351.67) Taxes withheld and payments on account TOTAL 6,393,208.99 (1,826,781.13) 4,566,487.86 Euro Consolidated Report 108 The details for the main timing differences are as follows: Originating in the year Group company risks and expenses provision Originating in previous years 5,020,800.18 --- Provision premiums pending payment (2009) 218,323.20 --- Provision premiums pending payment (2008) --- (645,456.27) Deferral for reinvestment --- 74,678.01 164,955.79 --- --- (67,228.81) 3,211,435.63 --- (11,026,371.16) --- CISNE ASEGURADORA depreciation provision adjustment 20,785,500.00 --- CISNE ASEGURADORA Insolvency Provision 10,593,546.42 --- TOTAL 28,968,190.06 (638,007.07) Accident life insurance provision (allocation) Accident life insurance provision (application) Valenciana de Sistemas Insolvencies Provision Depreciation CISNE share depreciation Euro The amount for income covered by reinvestment deferral is as follows: YEAR Euro 1997 87,582.18 1998 104,154.90 1999 81,625.77 2000 508,043.59 2001 224,020.61 TOTALS 1,005,427.05 Said income comes from the disposal of different elements for the following amounts: YEAR Euro 1997 369,350.60 1998 249,420.02 1999 387,652.81 2000 847,427.07 2001 444,748.96 TOTALS 2,298,599.46 Consolidated Report 2 0 0 9 Annual Report 109 The asset elements where reinvestment of part of the income obtained has occurred were: Euro YEAR Asset elements 1999 Sabadell Building 201,424.40 Zaragoza Building 311,055.34 2001 Garage Concepción Castellana Madrid Building 20,218.05 1,183,993.85 Rincón de Ademuz Warehouse 172,490.47 Furniture and equipment 244,844.00 2002 Furniture and equipment 125,713.00 2003 Furniture and equipment 38,860.35 TOTALS 2,298,599.46 The integration methods on the taxable base for earnings covered by the reinvestment deferral system are: • From the year following the termination of the period to perform reinvestment for seventh parts, for the part corresponding to land from prior investments and furniture and equipment. • For the part corresponding to the building value of prior investments, based on the amortisation thereof. The amounts already integrated into the taxable bases for the Parent Company were: YEAR Euro 1999 516.68 2000 2,066.73 2001 2,125.83 2002 19,261.16 2003 22,681.42 2004 44,454.72 2005 74,678.01 2006 74,678.01 2007 74,678.01 2008 74,678.01 2009 74,678.01 TOTALES 464,496.59 The income pending integration in the taxable base runs to 540,930.43 euro. In turn, the Parent Company has not applied in the year the fiscal benefit awarded for the reinvestment of extraordinary earnings set out in the Consolidated Text of the Companies Law in article 42. Consolidated Report 110 Lastly, it should be stated that, as set out in current legislation, the taxes can not be considered definitively settled until the returns presented have been inspected by the tax authorities or the legal period of four years has passed. At year-close, the company has the last five years returns pending tax inspection for Corporation Tax and the last four years returns for the other applicable taxes. Company directors believe that the settlements of said taxes have been appropriately carried out; therefore, even if discrepancies were found in the current regulatory interpretation for tax treatment awarded to the transactions, the possible resulting liabilities, if applicable, would not significantly affect the attached annual accounts. 10. NON-TECHNICAL PROVISIONS The movement of these provisions in 2009 is as follows: Provision for tax and other contingencies Balance on 31.12.2008 Provision for pensions and similar obligations Other provisions TOTAL --- 738,376.58 151,384.17 889,760.75 34,133.30 57,333.17 6,668,259.37 6,759,725.84 Allowances --- 926,349.31 2,609,343.31 3,535,692.62 Applications --- (738,376.58) (151,384.17) (889,760.75) 34,133.30 983,682.48 9,277,602.68 10,295,418.46 Additions for Cisne integration in consolidated Balance on 31.12.09 Euro a) Provisions for pensions and similar obligations In accordance with the current collective agreement for the insurance sector, from the date an employee is 65 years old and requests retirement in the month (s)he reaches the age, the insurance company must pay a monthly payslip for every five years of service, once, with a maximum of ten instalments. During 2009, and as occurred last year, an actuarial study was performed that allowed the liabilities paid for said item to be quantified, the provision constituted at year-end being 761,393.32 euro, equivalent to 100% of the liabilities paid as of 31st December 2009. On the other hand, in 2009 the Company has provisioned an amount of 164,955.99 euro for life-accident insurance, in compliance with article 57 in the Collective Agreement for insurance companies. b) Other provisions This section also includes the liabilities for commitments acquired by the group and pending liquidation as of 31st December 2009. Consolidated Report 2 0 0 9 Annual Report 111 11. ENVIRONMENTAL INFORMATION Given the business of the Group, it has no environmental liabilities, expenses, assets or provisions and contingencies that could be considered significant with regards to assets, the financial situation and the results thereof. For this reason, specific breakdowns are not included in the present report for the consolidated annual accounts with regards to environmental information. The Parent Company performed investments related to environmental protection is previous years. Said investment is included in the Financial Assets Available for Sale - Asset Instruments section in the consolidated balance sheet at a fair value of 430,653.89 euro. 12. EVENTS AFTER CLOSE As stated in Note 10 in this consolidated report, on 4th January 2010 notification of the Ministerial Order dated 29th December 2009 whereby the Ministry of the Economy and Inland Revenue authorised the total transfer of the insurance portfolio from the company Cisne Aseguradora Compañía de Seguros y Reaseguros, S.A. to the company Divina Pastora Seguros Generales, S.A.U. was received. Said portfolio transfer was enacted by public deed on 29th January 2010 between the parties, the effective transfer date being 1st February 2010. Entry into the Companies Register of the transfer deed took place on 9th February 2010. In addition, with an effective date of 1st February 2010 the staff of Cisne Aseguradora was transferred to Divina Pastora Seguros Generales. The Cisne Aseguradora, S.A. Board of Directors ratified the presentation of the administration of said company on 24th March 2010. 13. OPERATIONS WITH RELATED PARTIES The Parent Company balances and transactions with group companies not integrated in the consolidated accounts for 2009 are those detailed below: Balances payable Euro Divina Pastora Seguros de América 1,683.71 TOTAL 1,683.71 There were no transactions or balances pending charge or payment with Previgalia Corporación, S.A. in the year. Consolidated Report 112 14. OTHER INFORMATION Employee information Average employee number The average number of employees in 2009 at the Parent Company broken down into category and gender is as follows: Men Executive managers Women 2009 6 2 8 11 4 15 7 6 13 12 11 23 3 5 8 Supervisors 1 21 48 69 Supervisors 2 4 39 43 Trade supervisor 2 --- 2 Administrative staff 9 84 93 Auxiliary consultant 21 78 99 TOTAL 96 277 373 Executive managers 1 Section managers Department managers Graduates Number of employees at year-close Men Executive managers Women 2009 6 2 8 11 4 15 7 6 13 12 11 23 3 5 8 Supervisors 1 20 48 68 Supervisors 2 4 39 43 Trade supervisor 2 --- 2 Administrative staff 8 81 89 Auxiliary consultant 19 77 96 TOTAL 92 273 365 Executive managers 1 Section managers Department managers Graduates Consolidated Report 2 0 0 9 Annual Report 113 Information on Board of Directors members The details of the payments received by the directors are as follows: Food and other allowances Euro 11,783.84 Salaries and wages 794,650.69 TOTAL 806,434.53 In addition, in 2009 the Parent Company made contributions to director pension plans for a total amount in the year of 25,739.47 euro. On 31st December 2009, there were balances pending payment by the directors for a total amount of 5,641.91 euro, corresponding to mortgages for real estate business. The Directors have notified that they do not hold a direct share in the capital stock of Companies with the same, analogous or complementary type of activity to that comprising the corporate purpose of the Parent Company outside the group, as well as not holding positions of Directors in other companies with the same, analogous or complementary type of business to that comprising the corporate purpose of the Parent Company outside the group. Executive Management Payments The salary payments for Executive Management at the company (general and division managers) in 2009 ran to 1,785,175.38 euro. In turn, contributions to pension plans were made of 79,558.06 euro. Audit fees The fees corresponding to the audit of the annual accounts for 2009 ran to 81,000 euro, plus VAT. The Group has paid 7,500 euro plus VAT for other services provided by the accounts auditor or other companies comprising its international network. 15. INCOME AND EXPENSES Parent Company personnel expenses Wages, payroll and similar Euro 10,807,768.92 Social Security 2,169,590.47 Other social expenses 2,178,677.35 TOTAL 15,156,036.74 “Other Social Costs” includes the allocation made for the amount of 739,022.75 euro as “Contribution to the supplementary pensions system”. In addition, 144,805.83 euro are included for the life-accident insurance provision so as to cover the benefits included in the Collective Agreement and 397,512.55 euro for the external Pension Plan contribution. Consolidated Report 114 16. SEGMENTED INFORMATION Premiums and surcharges distribution net of cancellations The premiums and surcharges net of cancellation for the Parent Company are distributed as follows: BY PRODUCT LINE % Basic benefits 40.60 Personal Multi-risk 8.76 Savings/retirement plan 40.91 AVAF (Voluntary extension for death assistance) 7.69 Freelance 0.74 Mutualdis Annuities 1.30 100.00 All Parent Company business is in Spain. 17. TECHNICAL INFORMATION 17.1. Information on risks covered by redemptions As per the Internal Inspection Instruction 9/2004 from the Directorate General for Insurance on the application of article 36.2 in Rules on the Regulation and Supervision of Private Insurance, those products are presented below whose mathematical provision is calculated in accordance with art. 3.2 in the Rules on the Regulation and Supervision of Private Insurance, when the Parent Company is potentially exposed to market risk by the redemption value not being referenced to the market value of the assigned assets. PRODUCT Savings Plan Redemption value 38,097,465.24 Assigned assets market value 64,192,415.85 It can be seen that at year-close there is no risk in the case of redemption, since the market value is above the redemption value. Consolidated Report 2 0 0 9 Annual Report 115 17.2. Life insurance information Composition of the life business by direct insurance premium volume The direct insurance premiums issued for life insurance corresponding to 2009 from the Parent Company have the following details: Individual contract premiums Euro Periodic premiums 86,734,232.49 Single premiums 237,098.17 86,971,330.66 No profit-share contract premiums 35,860,065.27 Profit-share contract premiums 51,111,265.39 86,971,330.66 Technical conditions for the main life insurance categories The main life insurance categories for 2009 have the following specifications: PROFIT-SHARE MODE Interest rate used Cover type Tables used With or without share Distributed amount in euro Distribution method Type of contract Old age subsidy 2.6%4% Survival PER 2000 WITHOUT --- --- Periodic premium AVAF (1) 2.5% Death PER 2000 WITHOUT --- --- Single premium Retirement Plan 1 5.3% Retirement PER 2000 WITH --- Individual Periodic premium Retirement Plan 2 4% Retirement PER 2000 WITH --- Individual Periodic premium Retirement Plan 2000 3% Retirement PER 2000 WITH --- Individual Periodic premium/ single premium Retirement Plan 2000 2.5% Retirement PER 2000 WITH --- Individual Periodic premium/ single premium Retirement Plan 2006 4% Retirement PER 2000 WITHOUT --- Individual Periodic premium/ single premium (1) AVAF: Voluntary extension for death assistance. Financial duration for investments assigned to the mathematical policy provisions coverage The company has not had to allocate supplementary mathematical provisions as it obtained a real yield in the year for different portfolios, excluding those managed via regulated flow union in the article 33.2 in the Rules on Regulation and Supervision of Private Insurance, above the average technical interest rate for the different portfolios the life products are classified in. Consolidated Report 116 The information corresponding to the asset book value, the real yield and financial duration and the percentage of assets excluded from the calculation for said financial duration, as well as the amount of the mathematical provision, the average technical interest and the financial duration, for each of the portfolios where life insurance is classified is shown in the following table: Assets Liabilities Mathematical provision average interest Mathematical provision financial duration 189,083,614.32 3.50% 19.01 5.64 541,001,425.77 4.97% 13.13 12.41 164,984,406.13 2.60% 31.70 Real yield on assigned assets Financial duration for assigned assets --- 17.79 Provisional regulation 2 5.10% Article 33.1 4.35% PORTFOLIO Article 33.2 Mathematical provision (Euro) 17.3. Technical income and expenses by branches The details for technical income and expenses for 2009 for non-life insurance are as follows: Individual contract premiums Euro Direct insurance and accepted reinsurance allocated premiums: Premiums net of cancellations Unearned premium provision variation Provision variation for premiums pending TOTAL acquired premiums, net of reinsurance 59,459,484.97 597.74 482,769.63 59,942,852.34 Direct insurance and accepted reinsurance accident rate: Paid benefits and expenses and loss rate expenses 52,657,699.41 Technical provision variation for benefits (1,661,759.98) TOTAL loss rate, net of reinsurance 50,995,939.43 Direct insurance and accepted reinsurance acquisition expenses. 2,706,505.63 Direct insurance and accepted reinsurance administration expenses. 2,674,474.14 Other direct insurance and accepted reinsurance technical expenses. 352,907.30 All operating expenses other technical costs. 5,733,877.07 Consolidated Report 2 0 0 9 Annual Report 117 17.4. Technical earnings for non-life insurance by year of occurrence The details for the technical result by year of occurrence for the non-life branch are as follows: Accidents Healthcare 35,307,670.64 22,939,885.33 299,919.72 177,794.10 9,954.19 --- 1. Premiums net of cancellations --- 181,338.22 2. +/- provision variations for unearned premiums --- --- 35,617,544.55 22,933,140.32 20,738,924.43 18,593,701.19 7,767,638.91 3,817,275.22 1. Benefits and Expenses Paid for accidents in the year --- --- 2. Technical provisions for benefits for accidents in the year. --- --- 28,506,563.34 22,410,976.41 ACQUISITION EXPENSES (Direct) 1,426,414.93 1,527,616.77 VI. ADMINISTRATION EXPENSES (Direct) 1,364,200.15 1,935,337.28 489,362.78 106,975.97 --- (212,287.58) IX. TECHNICAL FINANCIAL INCOME NET OF EXPENSES OF THE SAME TYPE 3,627,669.79 83,571.58 TECHNICAL RESULT 7,458,673.14 (2,748,706.06) I. ACQUIRED PREMIUMS (Direct) 1. Premiums net of cancellations 2. +/- provision variations for unearned premiums 3. +/- provision variation for premiums pending II. REINSURANCE PREMIUMS (Ceded) A. TOTAL ACQUIRED PREMIUMS NET OF REINSURANCE (I-II) III. LOSS RATE (Direct) 1. Benefits and Expenses Paid for accidents in the year, including chargeable loss rate expenses. 2. Technical provisions for benefits for accidents in the year. IV. REINSURANCE LOSS RATE (Ceded) B. TOTAL LOSS RATE NET OF REINSURANCE V. VII. OTHER TECHNICAL EXPENSES (Direct) VIII. ACQUISITION, ADMINISTRATON AND OTHER TECHNICAL EXPENSES (Ceded) Euro Consolidated Report 118 17.5. Accounting asymmetry corrective assets and liabilities information So as to minimise the accounting asymmetry due to the application of different valuation methods for certain assets and liabilities, recognised profits or losses on the profit and loss account or in equity from certain financial assets valued as fair value and subject to certain insurance transactions, they have been identified symmetrically on the profit and loss account or in net assets with a balancing entry in the valuation of technical provisions or in a liability account. The details for insurance transactions are as follows: Euro Life insurance transactions that use financial immunisation techniques 9,032,278.58 Life insurance transactions that recognise a share in profits 31,858,564.84 TOTAL 40,890,843.42 18. GUARANTEES WITH THIRD PARTIES List of guarantees: COMPANY ITEM Euro Valencia Town Council Land Value Increase Liquidation. 1,126.96 Court of first instance nº 10 Valencia Vicente Gallego suit notation 9,015.18 A.E.A.T. Chamber of Commerce Fee 11,219.70 Almansa Town Council Property guarantee 15,310.76 Juana Sánchez Guarantee for premises leased in Salamanca 12,000.00 Investments and leases Dura Family Guarantee for premises leased in Elche. 14,400.00 Repsol Credit facilities 1,800.00 AENA Assets and services payment 5,000.00 Consolidated Report 2 0 0 9 Annual Report 119 19. CONSOLIDATED COVER STATUS FOR TECHNICAL PROVISIONS The investments subject to technical provisions cover have been valued in accordance with articles in Section 2 (Technical Provisions Cover) in the Rules for the Regulation and Supervision of Private Insurance (Royal Decree 297/2004 dated February 20th) modified by Royal Decree 239/2007 dated February 16th. The consolidated report for technical provisions cover is set out below: Technical provisions to cover life insurance on 31st December 2009 PROVISIONS TO COVER Euro Insurance with a cover period equal or below one year PROVISION FOR UNEARNED PREMIUMS AT YEAR-END (-) Provision for unearned premiums on premiums pending payment (-) Fees pending charge to earnings (-) Provision for premiums accrued and not issued net of fees. PROVISION FOR CURRENT RISKS AT YEAR-END 5,936,927.72 34,014.14 --5,715,765.80 --- Remaining life insurance MATHEMATICAL PROVISION AT YEAR-EN (-) Mathematical provision on premiums payable at year-end issued in the same period. 239,707.14 (-) Advances on life insurance policies --- (-) Interest pending reimbursement for advances on life insurance policy. --- (-) Fees technically pending amortisation --- (-) Provision for premiums accrued and not issued net of fees. 16,458,463.97 PROFIT-SHARE AND RETURNS PROVISION BENEFITS PROVISION Provision for benefits pending liquidation or payment 4,538,510.69 Provision for benefit pending declaration 657,119.97 Provision for internal accident liquidation expenses 186,601.36 PROVISION FOR DEVIATIONS IN CAPITALISATION TRANSACTIONS BY LOT TOTAL PROVISIONS TO COVER LIFE INSURANCE --883,940,654.91 Consolidated Report 120 Assets subject to life insurance technical provision cover on 31st December 2009 CODE TYPE 011 Marketable fixed income securities and rights negotiated in R national markets (representative) 012 Marketable fixed income securities and rights negotiated in overseas markets 243 Deposits in credit institutions 301 Set or predetermined cash flow exchanges Euro 615,880,432.03 67,901,490.41 47,187,367.11 160,280,042.86 TOTAL AFFECTED ASSETS 891,249,332.41 TOTAL PROVISIONS TO COVER LIFE INSURANCE 883,940,654.91 DIFFERENCE 7,308,677.50 Technical provisions to cover non-life insurance on 31st December 2009 PROVISIONS TO COVER Euro PROVISION FOR UNEARNED PREMIUMS 15,798,145.83 -) Provision for unearned premiums on premiums pending payment (-) Fees pending charge to earnings (-) Provision for premiums accrued and not issued net of fees 87,959.66 --11,823,829.35 PROVISION FOR CURRENT RISKS --- PROVISION FOR SHARE IN PROFITS AND REBATES --- BENEFITS PROVISION Provision for benefits pending liquidation or payment 8,648,334.62 Provision for benefit pending declaration 4,907,880.34 Provision for accident liquidation expenses STABILISATION PROVISION 572,710.42 --- PROVISION FOR DEATH COVER 399,782.26 OTHER TECHNICAL PROVISIONS 195,359.60 TOTAL PROVISIONS TO COVER NON-LIFE INSURANCE 18,610,424.06 Consolidated Report 2 0 0 9 Annual Report 121 Assets subject to non-life insurance technical provision cover on 31st December 2009 CODE TYPE Euro 011 Marketable fixed income securities and rights negotiated in representative national markets. 053 Shares and holdings in mutual investment funds 031 Other fixed income securities 2,900,000.00 101 Real estate 6,053,021.00 201 Cash on hand, bank notes or coins 1,064,190.00 10,523,322.28 740,441.56 TOTAL AFFECTED ASSETS 21,280,974.84 TOTAL PROVISIONS TO COVER NON-LIFE INSURANCE 18,610,424.06 DIFFERENCE 2,670,550.78 LIFE NON-LIFE TOTAL P.T. to cover 883,940,654.91 18,610,424.06 902,551,078.97 Assets subject to cover 891,249,332.41 21,280,974.84 912,530,307.25 7,308,677.50 2,670,550.78 9,979,228.28 DIFFERENCE Euro Consolidated Report 122 20. SOLVENCY MARGIN STATUS The criteria for determining and rating items chargeable for the purposes of determining uncommitted assets are those in the new Rules on the Regulation and Supervision of Private Insurance (Royal Decree 297/2004 dated February 20th), modified by Royal Decree 239/2007 dated February 16th. The consolidated solvency margin report for 2009 is set out below: CONSOLIDATED SOLVENCY MARGIN REPORT Year 2009 Recorded amount Unaccounted amount Mutual Fund 20,601,012.10 --- Reserves 15,819,981.33 --- 118,447,365.99 --- 4,597,273.48 --- 11,274,504.69 5,445,084.43 --- --- 170,740,137.59 5,445,084.43 Intangible elements (to deduct) --- --- Profit and loss debit balance --- --- Reserves in fully consolidated companies 8,194,289.98 --- Negative results from previous years 6,480,705.59 --- 852,934.12 --- 15,527,929.69 --- 155,212,207.90 5,445,084.43 50% liability allocation receivable from policyholders --- --- Subordinate financing --- --- Indeterminate duration financing --- --- 155,212,207.90 5,445,084.43 Minimum solvency margin --- --- Solvency margin result --- --- Remaining surplus Profit and loss credit balance Adjustments for change in value Capital gains Total positive items Earnings for the period, Minority partners Total negative items Difference Solvency margin Consolidated Report 2 0 0 9 Annual Report 123 CONSOLIDATED SOLVENCY MARGIN REPORT Accounted amount Life Non-life 20,601,012.10 16,686,819.80 3,914,192.30 15,819,981.33 12,814,184.87 3,005,796.46 118,447,365.99 95,942,366.45 22,504,999.54 4,597,273.48 3,723,791.52 873,481.96 5,829,420.26 4,110,528.66 1,718,891.60 --- --- --- 165,295,053.16 133,277,691.30 32,017,361.86 --- --- --- --- --- --- 8,194,289.98 6,637,374.88 1,556,915.10 6,480,705.59 5,249,371.53 1,231,334.06 852,934.12 690,876.63 162,057.49 15,527,929.69 12,577,623.04 2,950,306.65 149,767,123.47 120,700,068.26 29,067,055.21 --- --- --- --- --- --- --- --- --- 149,767,123.47 120,700,068.26 29,067,055.21 52,548,595.25 41,942,830.77 10,605,764.48 97,218,528.22 78,757,237.49 18,461,290.73 Euro Consolidated Report 124 GUARANTEE FUND The guarantee fund is as follows: ITEM A. 1/3 minimum solvency margin amount B. Minimum guarantee fund amount C. Guarantee fund (higher amount between A and B) Euro 17,516,198.42 3,200,000.00 17,516,198.42 Guarantee Fund establishment: Paid-up capital stock 20,601,012.10 Other asset reserves 119,592,351.75 Profit and loss credit balance 4,597,273.48 Adjustments for change in value 5,829,420.26 Minority partners (852,934.12) TOTAL 149,767,123.47 Surplus 132,250,925.05 The directors of Mutualidad General de Previsión del Hogar Divina Pastora, Mutualidad de Previsión Social a Prima Fija, have formulated the consolidated annual accounts for 2009 comprising: • The consolidated balance sheet on pages 1 to 2 • The profit and loss account on pages 3 to 5 • The changes in the consolidated net assets report on pages 6 to 7 • The consolidated cash flow report on page 8 • The consolidated report on pages 9 to 91 In Valencia, 31st March 2010. 2 0 0 9 Annual Report 125 Appendix I. Consolidated Balance Sheets as of December 31st 2008 126 CONSOLIDATED BALANCE SHEET-2008 Year ending 31st December (Euro) ASSETS Notes 2008 17,773,282.66 A.1) CASH AND OTHER EQUIVALENT LIQUID ASSETS --- A.2) FINANCIAL ASSETS MAINTAINED FOR NEGOTIATION A.3) OTHER FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS 10,520,400.00 6.4.1. 10,520,400.00 III.Hybrid instruments A.4) FINANCIAL ASSETS AVAILABLE FOR SALE I. Asset instruments II. Representative debt values A.5) LOANS AND ITEMS PAYABLE I. Representative debt value II. Loans 807,716,520.79 6.4.1. 67,292,804.21 740,423,716.58 627,360,598.95 6.4.1. 525,559,090.24 488,260.03 16,456.23 1. Policy advances 471,803.80 2. Loans to group and associated institutions III.Deposits in credit institutions 36,500,000.00 V. Loans for direct insurance operations 55,729,177.09 6.4.1.7. 55,729,177.09 1. Loans with Public Administrations 6.4.1.7. 3,496,594.45 2. Other loans 6.4.1.7. 5,587,477.14 1. Insurance policyholders 9,084,071.59 IX.Other loans A.6) INVESTMENTS HELD UNTIL EXPIRY --- A.7) HEDGING DERIVATIVES --- A.8) REINSURANCE SHARE IN TECHNICAL PROVISIONS --68,869,526.64 A.9) TANGIBLE FIXED ASSETS AND REAL ESTATE INVESTMENTS I. Tangible fixed assets 6.1. 10,962,722.74 II. Real estate investments 6.2. 57,906,803.90 2,075,426.46 A.10)INTANGIBLE FIXED ASSETS III.Other intangible assets V. Goodwill for fully consolidated companies A.11)SHARE IN GROUP AND ASSOCIATE COMPANIES I. Shares in associated companies III.Shares in group companies A.12)TAX ASSETS I. Current tax assets II. Deferred tax assets 140,993.15 1,934,433.31 6.4.1.6. 21,966,190.94 39,789.63 21,926,401.31 6.6. 10,002,725.11 --10,002,725.11 A.13)OTHER ASSETS 21,201,612.13 III.Accruals 21,169,782.65 IV.Other assets A.14)ASSETS HELD FOR SALE TOTAL ASSETS 31,829.48 --1,587,486,283.68 Appendix I. Consolidated Balance Sheets as of December 31st 2008 2 0 0 9 Annual Report 127 CONSOLIDATED BALANCE SHEET-2008 Year ending 31st December (Euro) NET LIABILITIES AND ASSETS A)LIABILITIES A.1)FINANCIAL LIABILITIES HELD FOR NEGOTIATION A.2)OTHER FINANCIAL LIABILITIES AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS A.3)DEBITS AND ITEMS PAYABLE III. Debts for insurance operations 1. Policyholder debts 2. Broker debts 3. Conditioned debts IV. Debts for reinsurance operations VII. Debts with credit institutions IX. Other debts 1. Debts with Public Administrations 2. Other debts with group and associate companies 3. Other remaining debts A.4)HEDGING DERIVATIVES A.5)TECHNICAL PROVISIONS I. Unearned premiums provision III. Life insurance provision 1. Unearned premiums provision 3. Mathematical provision Notes 2008 --- --6.4.2. 479,972,916.71 116,248.72 8,156.02 80,155.00 27,937.70 930.93 65,421,984.64 414,433,752.42 1,100,043.77 736,887.36 412,596,821.29 --- 14 901,545,234.89 16,306,577.08 868,791,071.65 5,752,456.82 863,038,614.83 IV. Provisions for services V. Provision for profit share VI. Other technical provisions 15,813,884.79 608,239,61 25,461.76 A.6)NON-TECHNICAL PROVISIONS II. Provision for pensions and similar obligations IV. Other non-technical provisions 6.7. 889,760.75 738,376.58 A.7)TAX LIABILITIES II. Deferred tax liabilities 6.6. 9,675,889.15 9,675,889.15 151,384.17 A.8)OTHER LIABILITIES I. Accounting asymmetry liabilities A.9) LIABILITIES LINKED TO ASSETS HELD FOR SALE TOTAL LIABILITIES B)NET ASSETS B.1)EQUITY I. Capital or Mutual Fund 1. Stated capital or Mutual Fund III. Reserves 3. Other reserves 8. Reserves in fully consolidated companies V. Earnings from previous years 1. Remaining surplus VII. Earnings for the consolidated period B.2)ADJUSTMENTS FOR CHANGE IN VALUE 38,114,073.87 38,114,073.87 --1,430,197,875.37 6.5. 153,627,936.21 20,000,000.00 20,000,000.00 10,648,477.60 6,980.580.31 3,667,897.29 120,890,373.91 120,890,373.91 2,089,084.70 3,660,472.10 I. Financial assets available for sale 32,100,345.27 IV. Accounting asymmetry correction (28,585,555.41) V. Other adjustments B.3)SUBSIDIES, DONATIONS AND BEQUESTS RECEIVED TOTAL NET ASSETS TOTAL NET LIABILITIES AND ASSETS Valencia, 31st March 2009 145,682.24 --157,288,408.31 1,587,486,283.68 Appendix I. Consolidated Profit and Loss Accounts as of December 31st 2008 128 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) I. NON-LIFE INSURANCE TECHNICAL ACCOUNT 2008 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD 36,942,757.87 36,995,694.61 a)Premiums paid a.1) Direct insurance a.3) Provision variation for premiums pending payment b) Ceded reinsurance premiums c) Provision variation for unearned premiums and current risks (+ or -) c.1) Direct insurance 36,858,089.89 137,604.72 (5,722.50) (47,214.24) I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS b)Income from financial investments c) Value corrections due to depreciation in tangible fixed assets and investments c.2) Financial investments 1,420,573.34 1,410,072.92 10,500.42 10,500.42 82,074.43 I.3. OTHER TECHNICAL INCOME I.4. NET REINSURANCE LOSS RATE FOR THE PERIOD 33,986,030.03 28,439,056.05 a)Benefits and expenses paid a.1) Direct insurance b)Provision variation for benefits (+ or -) b.1) Direct insurance 28,439,056.05 4,218,018.70 4,218,018.70 1,328,955.28 c) Expenses chargeable to benefits I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) 3,393.89 I.6. SHARE IN BONUSES AND REBATES --- I.7. NET OPERATING EXPENSES 3,059,920.47 a) Acquisition costs 1,921,099.98 b)Administration costs 1,138,820.49 I.8. OTHER TECHNICAL EXPENSES (+ or -) 358,965.33 d)Others 358,965.33 I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES 36,597.01 a) Investment management expenses a.1) Tangible fixed asset and real estate investment expenses a.2) Investment and financial accounts expenses 129,139.00 1,712.30 34,884.71 b)Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation b.3) Financial investment depreciation I.10. SUBTOTAL (Non-life Insurance Technical Account Result) 92,541.99 83.28 92,458.71 914,744.69 Appendix I. Consolidated Profit and Loss Accounts as of December 31st 2008 2 0 0 9 Annual Report 129 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) I. LIFE INSURANCE TECHNICAL ACCOUNT 2008 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD a)Premiums paid a.1)Direct insurance a.3) Provision variation for premiums pending payment (+ or -) 92,460,232.80 92,625,234.23 92,397,460.24 227,773.99 c)Provision variation for unearned premiums and current risks (+ or -) c.1)Direct insurance (165,001.43) (165,001.43) I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 79,861,222.26 b)Income from financial investments 68,323,701.89 c)Value corrections due to depreciation in tangible fixed assets and investments c.2)Financial investments 8,184,785.31 8,184,785.31 3,352,735.06 d)Profits in realising tangible fixed assets and investments d.2)Financial investments 3,352,735.06 I.3. OTHER TECHNICAL INCOME 63,010.30 I.4. NET REINSURANCE LOSS RATE FOR THE PERIOD a)Benefits and expenses paid a.1)Direct insurance 79,694,302.38 79,694,302.38 (2,148,767.92) b)Provision variation for benefits (+ or -) b.1)Direct insurance 79,846,091.52 (2,148,767.92) 2,300,557.06 c)Expenses chargeable to benefits I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) 10,488,370.99 10,488,370.99 a)Life insurance provisions a.1)Direct insurance 10,488,370.99 I.6. SHARE IN BONUSES AND REBATES 1,826,720.45 a)Services and expenses for share in bonuses and rebates 2,049,951.16 b)Provision variation for share in bonuses and rebates (223,230.71) I.7. NET OPERATING EXPENSES 12,570,948.71 a)Acquisition costs 9,554,383.01 b)Administration costs 3,016,565.70 I.8. OTHER TECHNICAL EXPENSES (+ or -) 1,240,685.69 1,240,685.69 c)Others I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES a)Investment management expenses a.2)Investment and financial accounts expenses 17,814,667.56 17,814,667.56 b)Value corrections for tangible fixed assets and investments b.1)Tangible fixed asset and real estate investment amortisation b.3)Financial investment depreciation 27,276,641.65 8,231,574.09 2,485.59 8,229,088.50 c)Losses from tangible fixed assets and investments c.2)Financial investments I.10.SUBTOTAL (Life Insurance Technical Account Result) 1,230,400.00 1,230,400.00 39,135,006.36 Appendix I. Consolidated Profit and Loss Accounts as of December 31st 2008 130 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) III. NON-TECHNICAL ACCOUNT 2008 III.1. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 6,105,956.69 a)Income from real estate investments 2,927,843.63 b)Income from financial investments 1,545,573.12 d)Profits in realising tangible fixed assets and investments d.2) Financial investments 1,632,539.94 1,632,539.94 III.2. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES 41,425,516.01 a)Investment management expenses 7,474,485.25 a.1) Investment and financial accounts expenses 1,048,612.22 a.2) Tangible investment expenses 6,425,873.03 b)Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation 33,951,030.76 9,720.04 b.2) Real estate investment depreciation 11,487,975.89 b.3) Financial investment depreciation 22,453,334.83 III.3. OTHER INCOME 912,820.28 912,820.28 b) Other income III.4. OTHER EXPENSES 1,801,389.11 1,801,389.11 b)Other expenses III.5. SUBTOTAL (Non-technical account result) (36,208,128.15) III.6. EARNINGS BEFORE TAX 3,841,622.90 III.7. CORPORATION TAX 1,752,538.20 III.8. EARNINGS FROM CONTINUING OPERATIONS (III.6+III.7) 2,089,084.70 III.9. EARNINGS FROM TERMINATED OPERATIONS NET OF TAX (+ or -) III.10.EARNINGS FOR THE PERIOD (III.8+III.9) Valencia, 31st March 2009 --2,089,084.70 2 0 0 9 Annual Report 131 Appendix I. Consolidated statement of changes in net assets as of December 31st 2008 132 CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS Year ending 31st December 2008 (Euro) A) STATEMENT OF RECOGNISED INCOME AND EXPENSES Notes from the Report I. EARNINGS FOR THE PERIOD 18,724,901.11 II. OTHER RECOGNISED INCOME AND EXPENSES II.1 Financial assets available for sale Profits and losses by value Amounts transferred to profit and loss account Other reclassifications 2008 --- 2.h) --- II.2 Cash flow hedges Profits and losses by value Amounts transferred to profit and loss account Amounts transferred at initial values for hedged items Other reclassifications --- II.3 Net investment hedge in overseas businesses Profits and losses by value Amounts transferred to profit and loss account Other reclassifications --- II.4 Exchange and conversion differences Profits and losses by value Amounts transferred to profit and loss account Other reclassifications --- II.5 Accounting asymmetry correction Profits and losses by value Amounts transferred to profit and loss account Other reclassifications 2.h) --- II.6 Assets held for sale Profits and losses by value Amounts transferred to profit and loss account Other reclassifications --- II.7 Actuarial profit / (losses) for long-term staff payments --- II.8 Other recognised income and expenses 2.h) --- II.9 Corporation tax 6.6) --- III. TOTAL RECOGNISED INCOME AND EXPENSES 18,724,901.11 Appendix I. Consolidated statement of changes in net assets as of December 31st 2008 2 0 0 9 Annual Report 133 Year ending 31st December 2008 (Euro) B) TOTAL STATEMENT OF CHANGES IN NET ASSETS Stated capital or mutual fund Reserves A. ADJUSTED BALANCE, START OF 2008 WITHOUT CONVERSION 20,000,000.00 I. Total recognised income and expenses II. Operations with members and policyholders Earnings for the period Adjustment for change in value TOTAL 131,538,851.51 2,089,084.70 3,660,472.10 157,288,408.31 --- --- 18,724,901.11 (630,785.85) 18,094,115.26 --- --- --- --- --- 5,379,424.31 (2,089,084.70) --- --- --- 2,089,084.70 (2,089,084.70) --- --- 3. Other variations --- 3,290,339.61 --- --- 3,290,339.61 B. BALANCE, END OF 2008 WITHOUT CONVERSION 20,000,000.00 136,918,275.82 18,724,901.11 3,029,686.25 178,672,863.18 --- 299,521.90 --- --- 299,521.90 --- --- --- --- --- 20,000,000.00 137,217,797.72 18,724,901.11 3,029,686.25 178,972,385.08 III.Other changes in net assets 2. Transfer between net asset items I. Total recognised income and expenses II. Other conversion adjustments C. BALANCE, END OF 2008 Appendix I. Statement of Cash flows for the parent company as of December 31st 2008 134 STATEMENT OF CASH FLOWS Year ending 31st December (Euro) 2008 A) OPERATIONAL ACTIVITIES CASH FLOWS A.1) Insurance Activity 1- Direct insurance premium receipts 126,891,474.25 2- Direct insurance claims 108,850,226.41 3- Other operational payments 21,572,239.94 9- Total insurance activity cash receipts (I) 126,891,474.25 10- Total insurance activity cash payments (II) 130,422,466.35 A.2) Other operational activities 3- Receipts from other activities 5,503,026.09 4- Payments for other activities 1,955,057.05 5- Total cash receipts from other operational activities (III) 5,503,026.09 6- Total cash payments for other operational activities (IV) 1,955,057.05 A.3) Total net cash flows for operational activities (I-II+III-IV) 16,976.94 B) INVESTMENT ACTIVITY CASH FLOWS B.1) Investment activity receipts 4- Financial instruments 6- Interest receipts 10- Total cash receipts for investment activities (VI) 111,304,155.69 41,535,081.84 152,839,237.53 B.2) Investment activity payments 1- Tangible fixed assets 4- Financial instruments 5- Share in group companies 8- Total cash payments for investment activities (VII) B.3) Total cash flows for investment activities (VI-VII) 350,628.16 103,063,248.29 69,240,021.33 172,653,897.78 (19,814,660.25) C) FINANCING ACTIVITY CASH FLOWS C.1) Financing activity receipts 5- Other receipts 30,382,477.44 6- Total cash receipts (VIII) 30,382,477.44 C.2) Financing activity payments 5- Other payments 24,100,810.09 6- Total cash payments (IX) 24,100,810.09 C.3) Total cash flows for financing activities (VIII-IX) Effect of exchange rate variations (X) Total increase/decrease for cash and equivalent (A.3+B.3+C.3+-X) 6,281,667.35 70,315.29 (13,586,331.25) Cash and equivalent at the start of the period 24,713,684.61 Cash and equivalent at the end of the period 11,127,353.36 2 0 0 9 Annual Report 135 Appendix II. Consolidated Balance Sheets as of December 31st 2008. Mutualdis 136 CONSOLIDATED BALANCE SHEET- 2008 Year ending 31st December (Euro) ASSETS A.1) CASH AND OTHER EQUIVALENT LIQUID ASSETS Notes 2008 1,301,840.63 A.2) FINANCIAL ASSETS MAINTAINED FOR NEGOTIATION --- A.3) OTHER FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS --- --- III. Hybrid instruments A.4) FINANCIAL ASSETS AVAILABLE FOR SALE 18,485,500.73 306,132.75 I. Asset instruments II. Representative debt values 18,179,367.98 A.5) LOANS AND ITEMS PAYABLE 4,050,476.68 I. Representative debt values --- II. Loans --- 1. Policy advances 2. Loans to group and associated institutions III. Deposits in credit institutions V. Loans for direct insurance operations 1. Insurance policyholders IX. Other loans 1. Loans with Public Administrations 2. Other loans --144,695.38 144,695.38 3,905,781.30 174,982.72 3,730,798.58 A.6) INVESTMENTS HELD UNTIL EXPIRY --- A.7) HEDGING DERIVATIVES --- A.8) REINSURANCE SHARE IN TECHNICAL PROVISIONS --- A.9) TANGIBLE FIXED ASSETS AND REAL ESTATE INVESTMENTS 9,007,303.94 I. Tangible fixed assets 9,007,303.94 II. Real estate investments --- A.10)INTANGIBLE FIXED ASSETS --- --- III.Other intangible assets A.11)SHARE IN GROUP AND ASSOCIATE COMPANIES --- I. Shares in associated companies --- III. Shares in group companies --- A.12)TAX ASSETS --- --- II. Deferred tax assets A.13)OTHER ASSETS 469,901.26 III.Accruals 469,901.26 IV.Other assets A.14)ASSETS HELD FOR SALE TOTAL ASSETS ----33,315,023.24 Appendix II. Consolidated Balance Sheets as of December 31st 2008. Mutualdis 2 0 0 9 Annual Report 137 CONSOLIDATED BALANCE SHEET- 2008 Year ending 31st December (Euro) NET LIABILITIES AND ASSETS Notes 2008 A) LIABILITIES A.1)FINANCIAL LIABILITIES HELD FOR NEGOTIATION --- A.2)OTHER FINANCIAL LIABILITIES AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS --- A.3)DEBITS AND ITEMS PAYABLE III. Debts for insurance operations 1. Policyholder debts 2. Broker debts 3. Conditioned debts VII.Debts with credit institutions IX. Other debts 1. Debts with Public Administrations 3. Other remaining debts A.4)HEDGING DERIVATIVES A.5)TECHNICAL PROVISIONS 243,848.04 --- --243,848.04 243,848.04 --31,610,810.13 I. Unearned premiums provision --- III. Life insurance provision --- 1. Unearned premiums provision 3. Mathematical provision IV. Provisions for services V. Provision for profit share 10,074,928.07 21,535,882.06 --- A.6)NON-TECHNICAL PROVISIONS --- II. Provision for pensions and similar obligations --- IV. Other non-technical provisions --- A.7)TAX LIABILITIES A.8)OTHER LIABILITIES --- II. Deferred tax liabilities --- I. Accounting asymmetry liabilities A.9)LIABILITIES LINKED TO ASSETS HELD FOR SALE TOTAL LIABILITIES --31,854,658.17 B)NET ASSETS B.1)EQUITY I. Capital or Mutual Fund III. Reserves 3. Other reserves V. Results from previous years 1. Stated capital or Mutual Fund 601,012.10 601,012.10 5,293,472.46 5,293,472.46 --- 1. Remaining surplus VII.Earnings for the period B.2) 1,460,364.07 ADJUSTMENTS FOR CHANGE IN VALUE I. Financial assets available for sale IV. Accounting asymmetry correction B.3)SUBSIDIES, DONATIONS AND BEQUESTS RECEIVED TOTAL NET ASSETS TOTAL NET LIABILITIES AND ASSETS (4,434,120.49) --- --1,460,364.07 33,315,022.24 Appendix II. Consolidated Profit and Loss Accounts as of December 31st 2008. Mutualdis 138 PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) I. LIFE INSURANCE TECHNICAL ACCOUNT 2008 1,891,807.37 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD 1,891,807.37 a)Premiums paid a.1) Direct insurance 1,891,807.37 a.3) Provision variation for premiums pending payment (+ or -) --- c) Provision variation for unearned premiums and current risks (+ or -) c.1) Direct insurance 1,544,173.85 I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS a) Income from tangible investments 300,885.83 b)Income from financial investments 1,195,082.11 c) Value corrections due to depreciation in tangible fixed assets and investments c.2) Financial investments 14,035.31 14,035.31 34,170.60 d)Profits in realising tangible fixed assets and investments 34,170.60 d.2) Financial investments I.3. OTHER TECHNICAL INCOME I.4. NET REINSURANCE ACCIDENT RATE FOR THE PERIOD 3,462,654.24 4,564,223.64 a)Benefits and expenses paid a.1) Direct insurance b.1) Direct insurance 4,564,223.64 b)Provision variation for benefits (+ or -) (1,171,346.59) (1,171,346.59) c) Expenses chargeable to benefits 69,777.19 I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) (273,881.39) (273,881.39) a)Life insurance provisions a.1) Direct insurance (273,881.39) I.6. SHARE IN BONUSES AND REBATES a)Services and expenses for share in bonuses and rebates b)Provision variation for share in bonuses and rebates --- I.7. NET OPERATING EXPENSES 633,344.40 a)Acquisition costs 337,020.82 b)Administration costs 296,323.58 I.8. OTHER TECHNICAL EXPENSES (+ or -) 3,295,772.31 b)Asset depreciation variation 3,235,957.16 c) Others 59,815.15 I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES 679,406.67 679,406.67 a)Investment management expenses a.2) Investment and financial accounts expenses b)Value corrections for tangible fixed assets and investments 679,406.67 --- b.1) Tangible fixed asset and real estate investment amortisation b.3) Financial investment depreciation c) Losses from tangible fixed assets and investments --- c.2) Financial investments I.10.SUBTOTAL (Life Insurance Technical Account Result) (4,361,315.01) Appendix II. Consolidated Profit and Loss Accounts as of December 31st 2008. Mutualdis 2 0 0 9 Annual Report 139 PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) III. NON-TECHNICAL ACCOUNT 2008 III.1. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS --- a)Income from real estate investments --- b)Income from financial investments --- d)Profits in realising tangible fixed assets and investments --- d.2) Financial investments III.2. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES --- --- a)Investment management expenses a.1) Investment and financial accounts expenses a.2) Tangible investment expenses b)Value corrections for tangible fixed assets and investments --- b.1) Tangible fixed asset and real estate investment amortisation b.3) Financial investment depreciation III.3. OTHER INCOME 21,181.37 21,181.37 b)Other income III.4. OTHER EXPENSES (93,986.85) (93,986.85) b)Other expenses III.5. SUBTOTAL (Non-technical account result) III.6. EARNINGS BEFORE TAX (72,805.48) (4,434,120.49) III.7. CORPORATION TAX III.8. EARNINGS FROM CONTINUING OPERATIONS (III.6+III.7) III.9. EARNINGS FROM TERMINATED OPERATIONS NET OF TAX (+ or -) III.10.EARNINGS FOR THE PERIOD (III.8+III.9) (4,434,120.49) --- (4,434,120.49) Appendix III. Consolidated Merged Balance Sheets as of December 31st 2008 140 CONSOLIDATED BALANCE SHEET- 2008 Year ending 31st December (Euro) ASSETS 2008 19,075,123.29 A.1) CASH AND OTHER EQUIVALENT LIQUID ASSETS A.2) FINANCIAL ASSETS MAINTAINED FOR NEGOTIATION --- A.3) OTHER FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS 10,520,400.00 10,520,400.00 III.Hybrid instruments A.4) FINANCIAL ASSETS AVAILABLE FOR SALE I. Asset instruments 826,202,021.52 67,598,936.96 II. Representative debt values 758,603,084.56 A.5) LOANS AND ITEMS PAYABLE 631,411,075.63 I. Representative debt values 525,559,090.24 II. Loans 1. Policy advances 2. Loans to group and associated institutions 488,260.03 16,456.23 471,803.80 III.Deposits in credit institutions 36,500,000.00 V. Loans for direct insurance operations 55,873,872.47 1. Insurance policyholders 55,873,872.47 12,989,852.89 IX.Other loans 1. Loans with Public Administrations 3,671,577.17 2. Other loans 9,318,275.72 A.6) INVESTMENTS HELD UNTIL EXPIRY --- A.7) HEDGING DERIVATIVES --- A.8) REINSURANCE SHARE IN TECHNICAL PROVISIONS --- A.9) TANGIBLE FIXED ASSETS AND REAL ESTATE INVESTMENTS 77,876,830.58 I. Tangible fixed assets 19,970,026.68 II. Real estate investments 57,906,803.90 A.10)INTANGIBLE FIXED ASSETS III.Other intangible assets V. Goodwill for fully consolidated companies A.11)SHARE IN GROUP AND ASSOCIATE COMPANIES I. Shares in associated companies III. Shares in group companies A.12)TAX ASSETS I. Current tax assets II. Deferred tax assets 2,075,426.46 140,993.15 1,934,433.31 21,966,190.94 39,789.63 21,926,401.31 10,002,725.11 --10,002,725.11 A.13)OTHER ASSETS 21,671,513.39 III.Accruals 21,639,683.91 IV.Other assets A.14)ASSETS HELD FOR SALE TOTAL ASSETS 31,829.48 --1,620,801,306.92 Consolidated Merged Balance Sheets as of December 31st 2008 2 0 0 9 Annual Report 141 CONSOLIDATED BALANCE SHEET- 2008 Year ending 31st December (Euro) NET LIABILITIES AND ASSETS 2008 A) LIABILITIES --- A.1) FINANCIAL LIABILITIES HELD FOR NEGOTIATION A.2) OTHER FINANCIAL LIABILITIES AT FAIR VALUE WITH CHANGES POSTED IN PROFIT AND LOSS --- A.3) DEBITS AND ITEMS PAYABLE 480,216,764.75 III. Debts for insurance operations 116,248.72 1. Policyholder debts 2. Broker debts 8,156.02 80,155.00 3. Conditioned debts 27,937.70 IV. Debts for reinsurance operations VII.Debts with credit institutions IX. Other debts 1. Debts with Public Administrations 2. Other debts with group and associate companies 3. Other remaining debts A.4) HEDGING DERIVATIVES A.5) TECHNICAL PROVISIONS I. Unearned premiums provision III. Life insurance provision 1. Unearned premiums provision 3. Mathematical provision IV. Provisions for services V. Provision for profit share VI. Other technical provisions 930.93 65,421,984.64 414,677,600.46 1,100,043.77 736,887.36 412,840,669.33 --933,156,045.02 16,306,577.08 878,865,999.72 5,752,456.82 873,113,542.90 37,349,766.85 608,239.61 25,461.76 889,760.75 A.6) NON-TECHNICAL PROVISIONS II. Provision for pensions and similar obligations 738,376.58 IV. Other non-technical provisions 151,384.17 9,675,889.15 II. Deferred tax liabilities 38,114,073.87 38,114,073.87 A.8) OTHER LIABILITIES 9,675,889.15 A.7) TAX LIABILITIES I. Accounting asymmetry liabilities --- A.9) LIABILITIES LINKED TO ASSETS HELD FOR SALE TOTAL LIABILITIES 1,462,052,533.54 B) NET ASSETS 1. Stated capital or Mutual Fund 3. Other reserves 8. Reserves in fully consolidated companies 1. Remaining surplus VII.Result for the consolidated period B.2) ADJUSTMENTS FOR CHANGE IN VALUE I. Financial assets available for sale IV. Accounting asymmetry correction V. Other adjustments 15,941,950.06 12,274,052.77 3,667,897.29 120,890,373.91 V. Results from previous years 20,601,012.10 III. Reserves 20,601,012.10 I. Capital or Mutual Fund 155,088,300.28 B.1) EQUITY B.3) SUBSIDIES, DONATIONS AND BEQUESTS RECEIVED TOTAL NET ASSETS TOTAL NET LIABILITIES AND ASSETS 120,890,373.91 (2,345,035.79) 3,660,472.10 32,100,345.27 (28,585,555.41) 145,682.24 --158,748,772.38 1,620,801,305.92 Appendix III. Consolidated Merged Profit and Loss Accounts as of December 31st 2008 142 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) I. NON-LIFE INSURANCE TECHNICAL ACCOUNT 2008 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD 36,942,757.87 36,995,694.61 a) Premiums paid a.1) Direct insurance a.3) Provision variation for premiums pending payment b) Ceded reinsurance premiums c) Provision variation for unearned premiums and current risks (+ or -) c.1) Direct insurance 36,858,089.89 137,604.72 (5,722.50) (47,214.24) (47,214.24) I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 1,420,573.34 1,410,072.92 b) Income from financial investments c) Value corrections due to depreciation in tangible fixed assets and investments c.2) Financial investments 10,500.42 10,500.42 I.3. OTHER TECHNICAL INCOME 82,074.43 I.4. NET REINSURANCE ACCIDENT RATE FOR THE PERIOD 28,439,056.05 b) Provision variation for benefits (+ or -) b.1) Direct insurance 28,439,056.05 a) Benefits and expenses paid a.1) Direct insurance 33,986,030.03 4,218,018.70 4,218,018.70 c) Expenses chargeable to benefits 1,328,955.28 I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) 3,393.89 I.6. SHARE IN BONUSES AND REBATES --- I.7. NET OPERATING EXPENSES 3,059,920.47 a) Acquisition costs 1,921,099.98 b) Administration costs 1,138,820.49 I.8. OTHER TECHNICAL EXPENSES (+ or -) 358,965.33 358,965.33 d) Others 129,139.00 I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES a.1) Tangible fixed asset and real estate investment expenses a.2) Investment and financial accounts expenses 36,597.01 a) Investment management expenses 1,712.30 34,884.71 b) Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation b.3) Financial investment depreciation I.10.SUBTOTAL (Non-life Insurance Technical Account Result) 92,541.99 83.28 92,458.71 914,744.69 Appendix III. Consolidated Merged Profit and Loss Accounts as of December 31st 2008 2 0 0 9 Annual Report 143 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) I. LIFE INSURANCE TECHNICAL ACCOUNT 2008 I.1. NET REINSURANCE PREMIUMS ATTRIBUTED TO THE PERIOD 94,352,040.17 94,517,041.60 a) Premiums paid a.1) Direct insurance a.3) Provision variation for premiums pending payment (+ or -) 94,289,267.61 227,773.99 (165,001.43) c) Provision variation for unearned premiums and current risks (+ or -) c.1) Direct insurance (165,001.43) I.2. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 81,405,396.11 a) Income from tangible investments 300,885.83 b) Income from financial investments 69,518,784.00 c) Value corrections due to depreciation in tangible fixed assets and investments c.2) Financial investments 8,198,820.62 8,198,820.62 3,386,905.66 d) Profits in realising tangible fixed assets and investments d.2) Financial investments 3,386,905.66 I.3. OTHER TECHNICAL INCOME 63,010.30 I.4. NET REINSURANCE ACCIDENT RATE FOR THE PERIOD a) Benefits and expenses paid a.1) Direct insurance 84,258,526.02 84,258,526.02 (3,320,114.51) b) Provision variation for benefits (+ or -) b.1) Direct insurance 83,308,745.76 (3,320,114.51) c) Expenses chargeable to benefits 2,370,334.25 I.5. VARIATION IN OTHER NET REINSURANCE TECHNICAL PROVISIONS (+ or -) 10,214,489.60 10,214,489.60 a) Life insurance provisions a.1) Direct insurance 10,214,489.60 I.6. SHARE IN BONUSES AND REBATES 1,826,720.45 a) Services and expenses for share in bonuses and rebates 2,049,951.16 b) Provision variation for share in bonuses and rebates (223,230.71) I.7. NET OPERATING EXPENSES 13,204,293.11 a) Acquisition costs 9,891,403.83 b) Administration costs 3,312,889.28 I.8. OTHER TECHNICAL EXPENSES (+ or -) 4,536,458.00 b) Asset depreciation variation 3,235,957.16 c) Others 1,300,500.84 27,956,048.32 I.9. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES a.2) Investment and financial accounts expenses 18,494,074.23 8,231,574.09 b) Value corrections for tangible fixed assets and investments b.1) Tangible fixed asset and real estate investment amortisation b.3) Financial investment depreciation 18,494,074.23 a) Investment management expenses 2,485.59 8,229,088.50 c) Losses from tangible fixed assets and investments c.2) Financial investments I.10. SUBTOTAL (Life Insurance Technical Account Result) 1,230,400.00 1,230,400.00 34,773,691.35 Appendix III. Consolidated Merged Profit and Loss Accounts as of December 31st 2008 144 CONSOLIDATED PROFIT AND LOSS ACCOUNT - 2008 Year ending 31st December (Euro) III. NON-TECHNICAL ACCOUNT 2008 III.1. INCOME FROM TANGIBLE FIXED ASSETS AND INVESTMENTS 6,105,956.69 a) Income from real estate investments 2,927,843.63 b) Income from financial investments 1,545,573.12 d) Profits in realising tangible fixed assets and investments 1,632,539.94 d.2) Financial investments 1,632,539.94 III.2. TANGIBLE FIXED ASSET AND INVESTMENT EXPENSES 41,425,516.01 a) Investment management expenses 7,474,485.25 a.1) Investment and financial accounts expenses 1,048,612.22 a.2) Tangible investment expenses 6,425,873.03 b) Value corrections for tangible fixed assets and investments 33,951,030.76 9,720.04 b.1) Tangible fixed asset and real estate investment amortisation b.2) Real estate investment depreciation 11,487,975.89 b.3) Financial investment depreciation 22,453,334.83 III.3. OTHER INCOME 934,001.65 934,001.65 b) Other income III.4. OTHER EXPENSES 1,707,402.26 1,707,402.26 b) Other expenses III.5. SUBTOTAL (Non-technical account result) (36,092,959.93) III.6. EARNINGS BEFORE TAX (477,329.37) III.7. CORPORATION TAX 1,752,538.20 III.8. EARNINGS FROM CONTINUING OPERATIONS (III.6+III.7) III.9. EARNINGS FROM TERMINATED OPERATIONS NET OF TAX (+ or -) III.10.EARNINGS FOR THE PERIOD (III.8+III.9) (2,229,867.57) --(2,229,867.57) 2 0 0 9 Annual Report 145 Consolidated Management Report 146 PARENT COMPANY INFORMATION Commercial Activity Over 2009, the production obtained, compared with the previous year, was as follows: Product Personal Multi-risk Amount 2008 Amount 2009 Collection 2008 Average Monthly Premium 2008 Collection 2009 Average Monthly Premium 2009 20,311 16,677 € 4,276,670 € 3,522,580 € 21.04 € 21.12 475 47 € 2,001,524 € 230,209 4,213.73 € 4,898.06 Regular Contribution Savings Plan 7,395 4.005 € 3,476,403 € 1,980,330 € 47.00 € 49.44 Life Insurance Single Contribution Savings Plan 6,479 7,097 - - - - Freelance - 529 - € 237,840 - € 37.46 Amateur Races - 134 - € 160,666 - - With regards to 2008 there is a generalised decrease in production except for life insurance, which improved. In general, the decrease is due to the financial crisis in Spain, specifically with regards to unemployment which drastically affected the real possibility of selling voluntary insurance policies. In turn, the sustained low interest rates linked with the impossibility of many families managing to save also led to a major fall in savings plan sales. It should also be highlighted that those families who maintain a comfortable financial level prefer to place their savings with banks since the interest rates they offer are highly attractive thanks to the overarching need of the financial system to recover liquidity levels. Life insurance saw a major upturn which is expected to continue in the coming year. This upswing can be explained by several reasons. On the one hand, the higher remuneration for sellers with regards to previous years and, on the other, improved product benefits since, in contrast to the product sold since 1994, a policy for bereavement without greater cover, now includes cover for severe disability or total incapacity due to accidents. This is the first full year the work incapacity product for freelancers has been marketed; it has not seen a great initial uptake mainly due to the difficulties sales have experienced as commented above. Linked to the sports sponsorship of the athletics federation, marketing of the sports policy for amateur races began, taking advantage of the sports race circuit that Divina Pastora also sponsors. The policy has been a success and, although not generating major volume, has been sufficiently profitable. Consolidated Management Report 2 0 0 9 Annual Report 147 Operating Management The following benefits were resolved over the year: Benefit Approved Refused Total Surgical Intervention 16,754 3,433 20,187 Temporary Incapacity due to Accident 25,508 5,761 31,269 63 16 79 459 247 706 30 21 51 Severe Disability due to Illness Permanent Incapacity for any work due to Illness Death due to Accident Absolute Incapacity due to Accident 2 4 6 Total Incapacity for any profession due to Accident 12 24 36 Total Incapacity for the declared profession due to Accident 39 53 92 Partial Permanent Incapacity due to Accident 21 65 86 Birth 8,951 83 9,034 Wedding 3,430 39 3,469 Old Age Benefit 6,122 4 6,126 410 28 438 157 8 165 12,842 8 12,850 Assistance due to Death Death PJ Redemption RP Expiry RP AVAF 2,632 136 2,632 27 163 Other services 3 3 Death AF 1 1 96 96 Partial redemption RP Temporary Incapacity due to Accident IA Temporary Incapacity due to Illness IA TOTAL 216 22 238 52 44 96 77,936 9,887 87,823 Benefits experienced a major decrease with regards to last year, around 6%, on the one hand explained by the reduced census and, on the other, by the adjustment to a normal rate of retirement plan redemption applications. It should be pointed out that in the previous year, redemptions saw an abnormal increase due to the general distrust of financial institutions. Financial Management The investment policy from previous years was maintained, keeping the fixed income products from high creditrated issuers, swaps on fixed rates to ring-fence savings products and structured products with capital guarantee as main investment lines. The excellent year in financial terms meant new adjustments were made to guarantee greater solvency, specifically in the life annuities that Divina Pastora inherited from the merger with Mutualdis: life expectancy amongst the disabled group increased, adapted to levels being seen today. Consolidated Management Report 148 Highlights The merger with Mutualdis, a friendly society specialised in insurance policies for the disabled, concluded in August 2009. This transaction should not be framed exactly as a business transaction but rather an operation where Divina Pastora has fulfilled its social principles by taking charge of the cover for Mutualdis policyholders. Without this transaction Mutualdis, due to its small size, could see future difficulties which would have meant a deterioration in the financial situation of a certain sector of the population - those with disabilities. Continuing with what occurred in 2008, in 2009 Divina Pastora was obliged to provision the remaining value of the Cisne operation investment given the deterioration situation the company experienced due to the management of the previous administrators. Such is the case that in order to maintain a commitment to the company’s policyholders, Divina Pastora was obliged to agree the portfolio transfer with its subsidiary, Divina Pastora Seguros Generales, as the only viable solution to sustaining the policyholders portfolio. INFORMATION ON SUBSIDIARY COMPANIES DIVINA PASTORA SEGUROS GENERALES, S.A.U. Commercial Activity Over 2009, the production obtained, compared with the previous year, was as follows: 2009 Amount Healthcare Death 2008 64 79 5,258 3,966 Benefits management The following benefits were resolved over the year Benefit Death Assistance Healthcare Illness Approved Refused Total 34 --- 34 21,813 --- 21,813 8 --- 8 Operating management In 2009, the company applied for authorisation from the Directorate General for Insurance and Pension Funds to operate in the accident, diverse financial losses and legal defence areas. The Ministerial Order authorising the company to operate in said areas was approved on 4th December 2009. In addition, as of 29th December 2009, the Ministerial Order whereby the Ministry of the Economy authorised the total transfer of the policyholders portfolio of Cisne Aseguradora, S.A. to Divina Pastora Seguros Generales, S.A.U. was signed. Said portfolio transfer occurred on 1st February 2010. Consolidated Management Report 2 0 0 9 Annual Report 149 Earnings for the period Earnings after tax at the company in 2009 were 71,353.89 euro. In 2009 the company continued to market the new bereavement product designed in 2008 and began the necessary processes to launch the health insurance policy in 2010 in Santander and the Basque Country. CISNE ASEGURADORA, S.A. A. Business evolution and company situation A.1. General company information and business. Note 1 in the annual accounts report for 2009 provides information on the company, its constitution, origins and registered office, as well as the areas where it operates; the main area is healthcare, whose premium volume in 2009 ran to 97% of total premium volume collected in the year. In 2009 the Directorate General for Insurance and Pension Funds (DGSF) revoked the company’s authorisation to operate in the areas of Fires and asset damage and Other damage to assets, given the inactivity thereof. The taking control of the company through acquisition of a direct representative share of 92.82% of the capital stock by Mutualidad Divina Pastora (hereinafter the ‘Mutualidad’ or ‘Divina Pastora’) and subsequent to this the replacement of the previous management led to a deep renovation of the company, the adoption of restructuring measures through recapitalisation and efficient financial management, and the implementation of a new business model based on the introduction of internal control procedures, which had been non-existent until that point, based on the efficiency of different processes (basically, premiums and benefits) and the improvement of recording, review and payment procedures for healthcare benefits. In addition, the company’s business was centred on those areas where it is a specialist, cancelling upon expiry all additional policies as there were no appropriate controls thereof and it not being company business, such as accident policies related to bullfighters, federations, and tourism and leisure. However, the critical situation of the company at the end of the first quarter 2008 was an insuperable obstacle and frustrated all attempts made to restructure the finances and recover business. The many business model deficiencies could have been solved if there had not been an endless amount of irregular actions and, mostly, presumably illegal acts by the previous managers who also had control of the capital, frequently used for interests opposed to the company’s own. As stated by the DGSFP in its Inspection Report dated 2nd July 2007 and the Resolution dated 24th November, all this undermined the company which, on 30th June 2008, had no capital, assets or liquidity that could be classified as such, with the aggravating factor of all this being masked by false accounting to present a non-existent viability. The experience of the new managers in the insurance business, the considerable material and human resources provided by Mutualidad Divina Pastora, including the award of a participation loan of 8,806,695.70 euro (see Note 5.6 in the attached annual accounts report) and the signing of over 100 sureties to doctors and clinics so that they could continue to supply healthcare assistance to Cisne Aseguradora policyholders, came up against an insuperable obstacle in the prior dismantling of the company, irremissibly condemned to liquidation, without prejudice to starting the necessary legal measures to claim compensation from the previous managers and shareholders at the company for asset damages caused thereto and its subsidiary company Cisne Outsourcing, S.L. in recent years. When these annual accounts were being compiled and this management report drafted, the company was preparing to put itself in administration which is expected to be done very soon. Consolidated Management Report 150 A.2. Earnings for the period. In 2009, the company went into losses of 11,879 thousand euro, according to the profit and loss account for said year. The non-life technical account (a company business) saw a negative result of 5,438 thousand euro due to: a) the high accident rate the company had been working with due to, amongst other causes, the imbalance in rates based on policyholder age, the assumption in 2009 of expenses for claims before 2008, this despite the measures implemented to reduce it (the extended and more competitive hospital offer to policyholders over that of August 2008, the end of the elimination of the medical service for those professionals contracted by the previous managers via the ‘capitation’ system, etc.) b) the high level of general expenses (acquisition and administration expenses) the company had which, although reduced from the previous year through office closures, the transfer of main functions and operation of the company to Valencia (using the parent company’s services), the cancellation of staff labour contracts for those who did not transfer to Valencia, with the subsequent compensation expenses, etc, was not enough to balance the profit and loss account. Collected premiums went from 31,248,751 euro in 2008 to 22,325,666 euro in 2009, i.e. around a 29% decrease. This decrease was basically due to the correction for incorrectly accounted premiums in previous years and which were adjusted in 2009, the cancellation of incidental accident policies and the substantial reduction in policies in the illness field, as well as a portfolio clean-out when records began in Valencia in 2009, in addition to a fall in the portfolio due to the company’s situation at the start of 2009 which was not compensated by a new issuance (except for new policyholders related to existing policies) since at the end of 2008 it was considered prudent to not issue new policies until resolving the company’s asset situation detected in the inspection report from the DGSFP on 2nd July 2008 and the Resolution from the same body on 24th November 2009. Despite this situation, the fall in the healthcare area (the company’s main area) of collected premiums in 2009 with regards to 2008 was only 11.64%, this despite the lack of any new policies being issued due to the reasons set out above. The claim rate cost as per the technical profit and loss account accounted for 109.7% of collected premiums. The company is implementing corrective measures for the claims rate such as electronic card identification allowing medical professionals to know if policyholders have all rights before treating them, the complete elimination of professionals from the medical service with a ‘capitation’ system, etc. However, in 2009 said measures were still not in operation. The non-technical account ran to additional net losses of just above 5.438 thousand euro. The main expense in this figure was the compensation agreed by the Works Committee (final cost: 2.289 thousand euro) for employees who did not accept a transfer to the company’s head office in Valencia. With regards to the losses for the period, the proposal to be put to the General Shareholders Meeting will be to apply the losses with a charge to the ‘Earnings from previous years’ account. Consolidated Management Report 2 0 0 9 Annual Report 151 B. Forecast company performance In 2010 until the portfolio transfer date (1st February 2010) the company will likely incur losses. After this transfer date, the company will enter liquidation. OTHER SUBSIDIARY COMPANIES With regards to the other subsidiary companies: • Viajes Divina Pastor ran into operating losses in 2009 of 53,050 euro. New equivalent measures will be assessed in 2010 to balance out the subsidiary’s expenses level so that the result is nil. • Gesmutual Inmobiliaria and Valenciana de Sistemas Integrales: These companies saw practically no business in 2009, explaining their negative results almost in entirety due to financial costs accrual for loans granted by the Parent Company. However, said effect was neutralised in the consolidated accounts. The directors of Mutualidad General de Previsión del Hogar, Divina Pastora, Mutualidad de Previsión Social a Prima Fija, formulated the consolidated management report for 2009, included in pages 1 to 6. In Valencia, 31st March 2010. © Divina Pastora Seguros C/ Colón, 74 - 46004 Valencia - ESPAÑA www.divinapastora.com Total or partial reproduction of this book is forbidden, as is its storage on any computer system or transfer in any way or on any media, whether electronic, mechanical, photocopy, file or others without prior written permission from the Copyright holders. Head Office C/ Colón, 74 46004 Valencia - ESPAÑA www.divinapastora.com Entidad Aseguradora Oficial de la Real Federación Española de Atletismo