annual report
Transcription
annual report
ANNUAL REPORT Annual Report 2014 TABLE OF CONTENTS 04 Macau Economy 5 06BNU Highlights 7 8 8 8 9 9 10 10 10 11 12 12 13 Income and Balance Sheet Income Net Interest Income Non-Interest Income Net Operating Income Operating Costs Provisions Proposal for Allocation of the Net Profit Balance Sheet Structure Customer Deposits Amounts Due to Banks Capital Adequacy Ratio 14 Activity Overview15 Retail Banking 16 Private Banking and Institutional Clients 17 Corporate Division 17 Large Corporate Division 17 Credit Cards and Acquiring Business 18 Marketing 19 Human Resources 20 Call Center 20 IT Systems 21 Treasury 21 Organization & Procedures 22 23 Governing and Auditing Bodies 24 25 Financial Statements 26 31 Shareholders with Qualified Holdings 32 33 Equity Investments 34 35 Principal Accounting Policies General Significant Accounting Policies Revenue Recognition Loans and Advances to Customers Investments in Securities Off Balance Sheet Derivative Financial Instruments Properties and Equipment Leasing The Bank as Lessee Leasehold Land and Buildings Impairment Taxation Foreign Currencies Retirement Benefit Costs Provisions Cash and Cash Equivalents 36 36 36 37 37 37 38 38 38 38 39 39 40 40 40 40 41 Auditors’ Report 42 43Opinion of the Sole Supervisor 44 45Most Important Addresses 45 MACAU ECONOMY 4 4 MACAU ECONOMY 5 MACAU ECONOMY Macau’s economy in 2014 recorded a decrease of 0.4% in GDP in real terms, as a result of the drop in gaming revenues. The exports of goods recorded, in 2014, an increase of 20.7%, whilst the exports of services suffered a reduction of 6.3% as a consequence of the slowdown in the gaming industry. The slowdown of growth in Mainland China’s economy is having a negative impact in Macau’s economy, as the territory is considered the world capital of the gaming industry. Although the sectors of MICE and retail have continued gaining importance, Macau’s economy is highly dependent on external factors, namely the number and the expenditure of tourists visiting the city, who in their majority come from Mainland China. The recorded unemployment rate in 2014, was 1.7%, a slight drop compared to 1.8% recorded in the previous year, confirming a full employment situation in the local economy, which implies an upward pressure in wages and greater difficulties for firms in getting human resources. Simultaneously, the inflation rate reached 6.1% in 2014, slightly up when compared with previous year. Apart from the drop of 2.6% in gaming revenues, Macau had an increase of 7.5% in the number of visitors to the territory (visitors from Mainland China increased by 14.1%) and a 3.5% decrease in visitor’s per capita expenditure. Despite of headwinds faced by the local economy, the banking sector still benefited from the economic expansion registered in the Macau SAR. Although the banking business is in a more competitive environment, due to the large international banks seeking to gain market share, which has had an immediate effect in terms of operations’ profitability decline, in the local market. On the other hand, the private consumption and government expenses registered a growth of 5.9% and 7.1% respectively in 2014. In 2014, the investment showed an increase of 35.2%, for which contributed mainly the private investment with 41.4%, mostly related with big touristic and entertainment projects. BNU HIGHLIGHTS 6 BNU HIGHLIGHTS 7 BNU HIGHLIGHTS Banco Nacional Ultramarino, S.A. represents the CGD Group in Macau, continuing to develop its activities in commercial banking and is one of the two Notes Issuing Banks in Macau, a territory in which the monetary circulation has been growing continuously. In 2014, BNU registered a 29.9% growth in credit granted to clients as opposed to a decrease of 6.7% in customer’s deposits. Loans to retail and SME clients were the main drivers in increasing credits granted. The decrease registered in customers’ deposits is a result of the drop in deposits from institutional depositors. The deposits from retail banking have grown by 12.2%. The net interest income of BNU was 10.1% higher than that in the previous year, due to the increase of business volume. The net commission income increased by 22.1%. The overdue loan ratio for more than 90 days has increased from 0.3% to 0.4%, whilst the coverage of overdue loans for more than 90 days by total provisions in 2014 reached 306.0%. Income and Balance Sheet BNU HIGHLIGHTS 8 Income Net Interest Income The highlights of the activity of BNU in 2014 were an increase of the business volume and the expansion of the Bank’s operations in several of its core business areas. Net interest income was 10.1% higher than the previous year, amounting to MOP 575.6 million, an increase of MOP 52.9 million over the MOP 522.7 million recorded in 2013. Interbank interest rates of almost zero percent, also affected the Bank’s profitability, given that its balance sheet is characterized by very high liquid levels. Net income reached MOP 443.3 million in 2014, an increase of 10.1% over MOP 402.6 million recorded in 2013, mainly due to the increase in the net interest income by 10.1%. Non-Interest Income increased by 25.6% in 2014. Operating costs increased by 8.8%, higher than the inflation, mainly due to the opening of four new branches in the second half of 2013, whose costs were fully reflected in 2014. Regarding the provisions for overdue credit, it was registered an increase of 19.2% in 2014, whilst provisions for overall credit risks were 243.7% higher than previous year due to the growth of the credit portfolio. The net provisions increased 274.0% when compared with the previous year. In spite of the increase of 5.7% in interest income, the interest expense has recorded a decrease of 0.3%, as a result of the drop of institutional clients’ deposits. The prime rate remained unchanged at 5.25% p.a. throughout the year. The rise in net interest income was the result of increase of interest income from loans to clients and a decrease of the interest paid to customer’s deposits. Income Statement Summary In thousands of MOP Change 2014 2013 In value In percentage Net Interest Income 575,559 522,693 52,866 10.1 Non-Interest Income 325,211 258,827 66,384 25.6 Net Operating Income 900,770 781,520 119,250 15.3 Operating Costs 333,102 306,294 26,808 8.8 Cash Flow 617,625 512,444 105,181 20.5 Net Profit Before Provisions 567,668 475,226 92,442 19.5 Net Income 443,283 402,586 40,697 10.1 Income and Balance Sheet BNU HIGHLIGHTS 9 Non-Interest Income Net Operating Income Non-interest income, including income from financial operations, increased 25.6% in 2014, amounting to MOP 325.2 million, an increase of MOP 66.4 million from 2013. The evolution on net interest income and of non-interest income resulted in an increase of 15.3% in net operating income, totaling MOP 900.7 million in 2014, an increase of MOP 119.2 million when comparing with the previous year. The main components of non-interest income had the following evolution: • Net income from financial operations increased 20.0%, reflecting an increase in foreign exchange results due to increased customers business. • Net commissions and fees and net income from other bank operations increased 27.1%, due, namely, to the increase of commissions related to syndicated loans, trade finance and bancassurance business and also the increase of cross selling. Net commissions and fees plus net income from other bank operations represented 80.6% of non-interest income (79.7% in 2013) whereas income from financial operations represented 19.4% of non-interest income (20.3% in 2013). Net interest income represented 63.9% of the net operating income in 2014, lower than the 66.9% reported in 2013, while the weight of the non-interest income reached 36.1% (33.1% in 2013). NET OPERATING INCOME STRUCTURE % 6.7 7.0 36.1 29.1 26.4 63.9 66.9 2014 2013 Income from Financial Operations Net Commissions & Other Income Net Interest Income 33.1 BNU HIGHLIGHTS 10 Operating Costs Provisions Proposal for Allocation of the Net Profit The operating costs (including depreciations) increased 8.8% in 2014, a value above the inflation rate. Net provisions reached MOP 61.8 million in 2014, a value higher than MOP 16.5 million reported in 2013, due to the increase in credit portfolio. Under the legal and statutory terms, it is submitted to the approval of the Annual General Assembly, that the net profit of MOP 443,283,052.86 is allocated as follows: Overdue credit over 90 days corresponded to 0.4% of the credit portfolio in 2014 (0.3% in 2013). • In this context, operating costs increased MOP 26.8 million in 2014, totaling MOP 333.1 million. The main aggregates of operating costs composition are as follows: • Staff expenses went up 4.6%, totaling MOP 189.1 million, reflecting an increase in salaries and other remunerations. • Third party supplies and services rose 6.6%, reaching MOP 92.9 million, mainly due to the opening of four new branches in the second half of 2013, whose costs were fully reflected in 2014. • Depreciation increased 34.2%, due to the increased valuation of the bank’s premises and new equipment for the new branches. Staff expenses in 2014 represented 56.8% of total operating costs (59.0% in 2013), while third party supplies and services were 27.9% (28.5% in 2013) and depreciation was 15.0% (12.1% in 2013). Degree of coverage of overdue loans over 90 days by provisions reached 306.0% (503.3% in 2013). For legal reserves, according to art. 60 of the Macau Financial System Act: MOP 88,656,610.57 • For distribution of dividends to shareholders: MOP 221,641,526.43 • The remaining balance for free reserves: MOP 132,984,915.86 BNU HIGHLIGHTS 11 Balance Sheet Structure STRUCTURE OF TOTAL ASSETS 56.3 BL MOP BNU maintained a solid balance sheet in 2014, with adequate levels of liquidity, profitability and efficiency. The Bank’s assets recorded an evolution in 2014, with an increase in credit granted to clients, in line with the expansion of BNU’s credit portfolio. Total assets were, as of December 31st, 2014, MOP 56.3 billion, a decrease of 1.7%, comparing with the previous year. IN % INCREASE/DECREASE IN TOTAL ASSETS 2013-2014 -22.3% IN % 39.5% Total credit granted, increased 29.9%, reaching MOP 21.9 billion, representing 39.1% of total assets (29.6% in 2013). Customer deposits, due to a drop in deposits from institutional depositors, decreased 6.7% in 2014, from MOP 44.5 billion in 2013, to MOP 41.5 billion in 2014. Retail banking deposits increased 12.2%. 39.1% In view of these developments, the loan-to-deposit ratio increased from 38.1% in 2013 to 53.1% in 2014. Interbank placements, represented, at the end of 2014, 39.5% of total assets, a decrease of 10.6 percentage points over 2013. These assets decreased 22.3%, totaling MOP 22.3 billion. 21.3% 29.9% Interbank Placements Credit Granted to Clients Cash, Fixed Assets and Other Assets 3.0% BNU HIGHLIGHTS 12 Customer Deposits As of December 2014, total deposits reached MOP 41.5 billion, a decrease of 6.7% over the previous year, while residents’ deposits also went down 6.7%. STRUCTURE OF LIABILITIES AND SHAREHOLDERS' EQUITY 56.3 BL MOP IN % 2.6% INCREASE/DECREASE IN LIABILITIES AND SHAREHOLDERS' EQUITY, 2013-2014 IN % 14.6% Current and saving deposits decreased 13.6%, representing, at the end of 2014, 48.9% of total deposits (52.8% at the end of 2013). -6.7% Time deposits amounted to MOP 21.2 billion as of December 31st, 2014, a rise of 1.1%, representing 51.1% of total deposits (47.2% at the end of 2013). Amounts Due to Banks Given its high-liquidity situation, the Bank very rarely funds its activity through the interbank market. Amounts due to banks totaled MOP 1.5 billion, an increase of 14.6%, corresponding to an increase of MOP 190.5 million over 2013, representing only 2.6% of total liabilities and shareholders’ equity Return on equity (average) was 7.9%, compared with 7.9% as reported in 2013. Return on assets (average) was also at the same level recording 0.8% in 2014 and in 2013. 73.9% Resources from Banks 27.1% Client Deposits 0.4% 12.4% 10.7% Provisions for General Risk Other Liabilities Equity 17.1% 13.6% BNU HIGHLIGHTS 13 Capital Adequacy Ratio Total capital as of December 31st, 2014, was MOP 5,320 million, a value above the MOP 5,055 million of 2013. The capital adequacy ratio, calculated in accordance with AMCM Notices no. 012/93AMCM and 013-AMCM of August 27th, 2003 and also Circulars no. 003/A/94 and 004/A/94, stood at 23.8% in 2014, decreasing 0.4 percentage points from 2013 as total credit exposure has increased. BNU Highlights 13 ACTIVITY OVERVIEW 14 ACTIVITY OVERVIEW 15 Aiming to develop BNU for fully exploring the business opportunities arising from Macau’s economic development and on-going diversification, the Bank continued the transformation process with the support of international strategic consultants. A new strategic check-up was performed identifying new strategies and actions to continuously follow the market demand and improve the level of service. As in previous years, under the guidance of team leaders, the actions defined are progressively being developed and implemented with already a significant impact in the Bank’s activity in the current and in future years. The model of management established by the Project includes constant monitoring by a Program Management Office (PMO) that has the responsibility of coordinating all the planned initiatives and follow up. Any deviation or delay is duly noted, and appropriate corrections implemented upon due analyses and decisions, so the defined calendar can be achieved. The results of the implementation of the transformation project have been materialized and will continue to post a significant impact in the Bank’s activity in forthcoming years. The Bank continues to pursue the excellence of services to customers with new products’ offer and with solutions to the investors. ACTIVITY OVERVIEW 16 Retail Banking the introduction of new commercial tools and the start of the Branch Efficiency Project improved the time allocated, by the front line staff, to the commercial activity and their productivity. The Bank’s retail activities in 2014 maintained a good level of expansion due to the consolidation of the business of the new Branches opened in 2013; good performance of the affluent segment - Advantage -; optimization of the commercial structure; new commercial tools and increased focus of the marketing actions. The higher level of competitiveness among banks, specially on deposits, along with the lack of sufficient human resources were the biggest challenges to the Bank’s activities in 2014. The four new Branches opened in 2013 comfortably beat the expectations for 2014. The Advantage segment, maintained a high level of cross-selling, have grown more than 50.0% on credit. The creation of a structure, within the retail banking division, dedicated to follow the property agents, car dealers and corporate protocols allowed, with the cooperation of Marketing Department, to consolidate and better exploit business opportunities within the most important private customers segments. Simultaneously, For 2015, although it is expected the maintenance of the above pressures and a slight decrease on the growth of the housing loan market, in part due to diminishing gaming revenues - the Bank is confident that with the prosecution of the Branch Efficiency Project, commercial productivity will improve and with adequate approach to BNU relevant retail segments, retail banking will maintain the same level of activity growth achieved in 2014. ACTIVITY OVERVIEW 17 Private Banking and Institutional Clients Corporate Division Large Corporate Division Following the successful transformation of Private Banking and Institutional Clients, businesses in both segments showed a continued growth in 2014. The increase of businesses was driven by launching of new products and services as well as more proactive response to meet clients’ financial needs. The Corporate Division continued closely cooperating with the Macau SAR enterprises and has achieved a significant and strategic growth on loans and deposits. For those enterprises, the Bank aims to launch some specific products to better satisfy their needs in 2015. The one-stop services including payroll, credit card acquiring and other services will be further promoted as before to consolidate and build up a better relationship with the clients. All in all, the Bank maintains the positive view on 2015 objective for the confidence in BNU products and services to take advantage of the local economic opportunities. In 2014 the business growth for Large Corporate Division developed positively compared with the last two years. Business growth on the credit side was a fruitful year in which the Bank has participated in new syndicated loans and high value corporate loans. Furthermore, the gaming and hospitality syndicated loans started the drawdown requests due to the large scale construction payments happening at the Cotai area projects. In private banking business, new products and services includes currency leverage products, banking service package tailored for overseas clients and discretionary asset management services. These products and services were well accepted by customers, showing a double digit growth in assets in 2014. In institutional customer business, co-operation with the Government sector has been smooth. New service is under development and will be launched in the first semester of 2015. Long term products were concluded with satisfactory result. Solid business relationship is being managed well, especially with highly solvent and liquid institutional clients. In 2015, it is expected a continued growth on the credit side from drawdown of existing syndicated loans, refinancing of the existing facilities as well as new syndicated loans for the upcoming projects at the Cotai area. Given the volatility in the sector, the deposit business will be a challenging year ahead for the Division. In 2015, Large Corporate Division will continue to recruit new clients, explore intra group cooperate financing opportunities, being in line with the Bank´s strategy on cross-selling and value proposition of the corporate clients. ACTIVITY OVERVIEW 18 Credit Cards and Acquiring Business In the year of 2014, Card Centre had faced various challenges from service demands as well as the control measures to upgrade the security standards. Regarding products, the Bank launched a new affinity card “Administração do Condomínio Fa Seng Hong Tou Wai Yip VISA”. This card will not only provide an affinity card service to the residents, but also contribute as a financial support to the community via a percentage of the sales that will go into a fund in order to support benefits for the elderly and provide education prizes. In other services, the Bank implemented a mass upgrade of credit limit and card product to serve the clients to a higher level of convenience and prestige. Furthermore, it was launched the “Fundo de Segurança Social” payment collection service in the Bank’s ATM network. On the acquiring business, the Bank partnered with First Data Merchant Solutions (FDMS), giving the opportunity to improve the Bank’s merchant acquisition process through the partnership of this multi-national acquirer, and also recruited the high quality merchants into the BNU portfolio. The year of 2014 was also a very important year for security and fraud prevention, with large emphasis being placed upon these principles in the form of several mandates or new requirements issued by AMCM and the various Card Associations which BNU closely followed to ensure a full compliance. Another achievement to note was the successful completion of the mass migration to EMV Chip-based debit cards and VISA card. Looking forward to 2015, the Bank will launch new BNU Co-Brand VISA Credit Card with a mileage program as well as the BNU Triple Currency Credit Card. These new products, along with other new products and services, will allow the bank to continue aiming for the goal to strengthen the card services in the Macau industry. ACTIVITY OVERVIEW 19 Marketing During 2014 the Bank has privileged the promotion of strategic products and services, aiming to retain and increase its customer base, as well as to improve the quality of its portfolio, through a more specialized management of customer segments. In terms of products, the Bank had promoted specifically the “BNU Payroll Plus”, a payroll account that works as an anchor-account, as well as the “BNU Housing Loan” that stabilizes the portfolio and works like an exit barrier. From April to June, a “BNU Payroll Plus” promotion campaign was run which included the production of new promotion materials, a direct mailing to selected clients with pre-approved limits. In terms of “BNU Housing Loan” it was produced new promotion materials, including animated LEDs and rephrased the promotion message, which clearly indicates the lowest interest rate achievable by BNU’s clients. It were produced direct mailings with the BNU offers to civil servants, casinos and UMAC staff, to support the road shows held in most of their premises. Among the other Marketing initiatives, it should be highlighted on the migration of all the BNU debit cards to chip technology. Under the scope of the Trade Liaison Office (TRAOF) it should be highlighted the support to the visit of Portuguese entrepreneurs to Macau, in cooperation specially with CGD, as well as the visit of His Excellency, the President of Portugal, in May 2014. The 35th Anniversary of the Diplomatic Relations between China and Portugal was duly covered in special editions of the Portuguese newspaper “Expresso” and in the Chinese newspaper “International Business Daily”. ACTIVITY OVERVIEW 20 Human Resources Call Center Along the year, BNU like most of other companies is facing high staff turnover due to very low unemployment rate in Macau. This makes the new staff recruitment much more difficult than in previous years. In order to keep working team stable, BNU is recruiting staff through different channels, e.g. staff referral program, local newspaper and website advertisement, BNU website, executive search as well as importing staff from other regions. On the other hand, BNU is proactively retaining the staff by better understanding and fulfilling their needs. Opportunities are offered to fresh graduates to work in different departments for gaining experience. To face the changes and competition in the market and with more demand from customers for high level services 24hr a day, in 2014, Call Center was restructured by merging the phone banking service with 24hrs credit card authorization room service. With this strategic merger, BNU Call Center has turned into a multi-channel contact center which can exert its function to provide a more convenient and comprehensive 24 hour round the clock service to both customers and merchants. The services include: general phone banking services, customers email communication, emergency card services, credit and debit card general services and card authorization services designated to merchants. A bigger effort was put on training. Through discussion with Division and Department heads, are gathering comments on how to suit the needs for improving the skills and knowledge of staff to better handle their jobs. To be more efficient and reduce paper, a web based appraisal system was implemented in 2014. In 2014, the team was reinforced by hiring more customer service officers to attend the customers’ calls professionally with the objective to increase customer’s loyalty and reverse churn. During the year, the Call Center premises were renovated to a new look, with more comfortable and pleasant working environment decorated with professional image for establishment of sense of belongings and team work spirit. A quality assurance program -mystery shopping-, was carried out with the cooperation of an independent and experienced third party to ensure the service quality and measure the performance of the Call Center. A plan of action was implemented based on the investigation result from the mysterious shopping for improvement of the weak areas. Moreover, on-going training is provided to staff to improve the staff’s communication skills and job knowledge was ongoing. KPI linked with staff incentive for service excellence was established for motivation and recognition of the staff performance. For the upcoming year, in order to continuously serve better and provide differentiated services to BNU customers, the call center system will be upgraded with enhanced system features and functions catering for the growth of the banking business. Telemarketing activities that can generate sales at a very low cost is also our objective to achieve. We are continuously moving onward to deserve for being the best in the industry. ACTIVITY OVERVIEW 21 IT Systems Treasury The Bank continued to invest heavily on its information technology to strengthen its technology capability and improve customer service and product innovation. To cope with the organizational transformation project, comprehensive reorganization and automation of existing operations were done. This allowed greater synergies and reduced operating costs without compromise to the service quality. The processing capability and infrastructure components of Online Banking and ATM system were upgraded in order to handle the increasing volume of transactions. The core banking system was revamped to meet the requirement of FATCA. The card processing system was also upgraded to be in compliance of PCI standard that ensures sensitive information is protected in the most secure manner. A new Anti-Money Laundry system was in use to support a more comprehensive review on suspicious banking activities, risk analysis and reporting. Installation of multiple function ATM was made available to provide customers the convenience in performing cash deposit and other ATM transactions at one stop. In addition, a mobile version of BNU website was launched to allow customers to access the banking product information through mobile phone at anytime and anywhere. In 2014 the Treasury pursued liquidity management policies geared towards more efficient utilization of available liquidity aiming to maximize returns within a tight framework of liquidity risk management. To this end priority was given to higher return, liquid and high quality investments along the yield curve especially in mid-term transactions both funded and unfunded. Special attention was given to the development of the CNY client deposit basis by the adoption of investment policies both locally and in Mainland China which boosted competitiveness in this sector and contributed for a significant growth of the currency on the Bank’s balance sheet. In a continuous effort for financial products offer diversification, the Treasury researched and developed a number of investment products that launched throughout the year which contributed significantly for the maintenance of a competitive presence in a challenging market. A significant development was the introduction of the first Macau based Discretionary Management program developed in house and now available for high net worth individuals, institutions and corporate entities. In keeping the developments with international legislation the Treasury participated in BNU’s implementation of its FATCA policies in what regards in correspondent banking relationships. New relationships were sought and old ones have been revitalized in an effort to maintain BNU’s presence in the local financial institution community. In fulfillment of its role as a Note Issuing bank, BNU, through its Treasury, ensured adequate supplies of banknotes in a fast growing circulation environment. The process of distribution of the Zodiac notes was notable in a year where two different notes, the Horse and the Goat, were distributed jointly. ACTIVITY OVERVIEW 22 Organization & Procedures In 2014, the branch efficiency project had the aim to off load branch administrative work to back office and optimize existing workflow to benchmark with the best market practices. During the project, a total of nine key processes were identified with improvement opportunities and workflow optimization in the sense of automation, simplification, centralization or elimination. Project implementation will mainly be carried out in 2015. These key processes include optimizing account opening procedures, credit and debit card issuing processes, business process management, digitalization of document and branch layout improvement. Below quick wins were implemented during the first visit: › Centralized early loan repayment and “titulos” operation; › Eliminated unnecessary procedures for reactivating dormant accounts; › Simplified staff transaction process and courier service between branches and back office; › Established SLA and improved workflow between branches and back office by conducting error reduction sessions on a bi-monthly basis. In April 2014, BNU has registered as FATCA Participating Foreign Financial Institution. Consequently in July, the new account on boarding policy was implemented. Governing and Auditing Bodies 23 Governing and Auditing Bodies 24 Board of the General Meeting Board of Directors Chairman Chairman Joaquim Jorge Perestrelo Neto Valente Vice-Chairman Liu Chak Wan CAIXA GERAL DE DEPÓSITOS, S.A., Represented by Nuno Maria Pinto de Magalhães Fernandes Thomaz Executive Committee President Pedro Manuel de Oliveira Cardoso Vice-Chairman: Pedro Manuel de Oliveira Cardoso Members Members Kan Cheok Kuan Kan Cheok Kuan Leandro Rodrigues da Graça Silva Since 30th of June, 2014 Leandro Rodrigues da Graça Silva Since 30th of June, 2014 Alberto Manuel Sarmento Azevedo Soares Pedro Miguel Canales Escudero Up to 30th June 2014 Armando Mata dos Santos Since 28th of March, 2014 Sole Supervisor Tse See Fan Paul Herculano Jorge de Sousa Up to 28th March 2014 Pedro Miguel Canales Escudero Up to 30th June 2014 Chui Sai Cheong Company Secretary Maria de Lurdes Nunes Mendes da Costa Financial Statements 25 Financial Statements 26 BANCO NACIONAL ULTRAMARINO, S.A. BALANCE SHEET AS OF DECEMBER 31, 2014 MOP ASSETS CASH DEPOSITS WITH AMCM GROSS ASSETS PROVISIONS, AMORTIZATIONS AND NET VALUE 1,398,213,637.37 0.00 NET ASSETS 1,398,213,637.37 408,101,969.74 0.00 408,101,969.74 6,114,695,089.67 0.00 6,114,695,089.67 176,467,008.04 0.00 176,467,008.04 DEPOSITS WITH OTHER CREDIT INSTITUTIONS IN MACAU 276,603,005.23 0.00 276,603,005.23 DEPOSITS WITH OTHER CREDIT INSTITUTIONS ABROAD 652,060,490.74 0.00 652,060,490.74 DEBT CERTIFICATES ISSUED BY THE MACAU GOVERNMENT ACCOUNTS RECEIVABLE GOLD AND SILVER OTHER CURRENT ASSETS 0.00 0.00 0.00 2,310,462.84 0.00 2,310,462.84 CREDIT GRANTED 21,916,231,750.39 44,438,321.62 21,871,793,428.77 PLACEMENTS WITH CREDIT INSTITUTIONS IN MACAU 6,005,668,000.00 0.00 6,005,668,000.00 DEPOSITS AT CALL AND TIME DEPOSITS WITH CREDIT INSTITUTIONS ABROAD 16,252,442,795.99 0.00 16,252,442,795.99 757,626,941.54 0.00 757,626,941.54 SHARES, BONDS AND QUOTAS INVESTMENT OF ASSIGNED FUNDS DEBTORS OTHER PLACEMENTS FINANCIAL INVESTMENTS PROPERTY 0.00 0.00 0.00 157,620,220.37 0.00 157,620,220.37 0.00 0.00 0.00 8,939,067.17 0.00 8,939,067.17 1,901,437,994.27 67,544,075.77 1,833,893,918.50 EQUIPMENT 133,548,515.63 94,927,949.74 38,620,565.89 DEFERRED COST 65,295,326.06 42,726,678.36 22,568,647.70 START-UP EXPENDITURE 0.00 0.00 0.00 FIXED ASSETS IN PROGRESS 0.00 0.00 0.00 OTHER FIXED ASSETS INTERNAL AND ADJUSTMENT ACCOUNTS TOTAL 1,834,396.65 0.00 1,834,396.65 306,631,086.07 0.00 306,631,086.07 56,535,727,757.77 249,637,025.49 56,286,090,732.28 Financial Statements 27 BANCO NACIONAL ULTRAMARINO, S.A. BALANCE SHEET AS OF DECEMBER 31, 2014 MOP LIABILITIES SUB - TOTAL TOTAL BANK NOTES IN CIRCULATION CURRENT DEPOSITS DEPOSITS AT CALL TIME DEPOSITS GOVERNMENT DEPOSITS AMOUNTS DUE TO CREDIT INSTITUTIONS IN MACAU AMOUNTS DUE TO OTHER LOCAL ENTITIES AMOUNTS DUE TO CREDIT INSTITUTIONS ABROAD ASSIGNED FUNDS PAYABLE BANK CHEQUES CREDITORS OTHER LIABILITIES 6,270,788,650.00 15,161,518,160.88 0.00 9,376,163,795.68 252,473,345.99 0.00 1,238,771,491.63 0.00 2,562,270.81 85,140,636.23 126,363,420.94 INTERNAL AND ADJUSTMENT ACCOUNTS OTHER RESERVES NET PROFIT BROUGHT FORWARD NET PROFIT FOR THE YEAR TOTAL 18,756,173,790.65 474,840,870.94 PROVISIONS FOR RISK CAPITAL 24,537,681,956.56 17,050,862,625.05 247,839,551.40 2,000,000,000.00 3,555,482,859.87 5,555,482,859.87 0.00 443,283,052.86 56,286,090,732.28 Financial Statements 28 BANCO NACIONAL ULTRAMARINO, S.A. BALANCE SHEET AS OF DECEMBER 31, 2014 MOP MEMORANDUM ACCOUNTS VALUES RECEIVED FOR SAFE KEEPING BILLS FOR COLLECTION SECURITIES RECEIVED GARANTEES ON ACCOUNT OF CUSTOMERS LETTERS OF CREDIT OUTSTANDING BILLS AND ACCEPTANCES AVAILABLE FOR DISCOUNT SECURITIES DEPOSITED FORWARD FOREIGN EXCHANGE PURCHASES FORWARD FOREIGN EXCHANGE SALES OTHER MEMORANDUM ACCOUNTS OF WHICH: PUBLIC TREASURY-CURRENT ACCOUNT AMOUNT 318,231,799.21 439,985,382.30 251,275,466,259.62 2,684,886,475.53 86,928,286.70 0.00 10,706,466.00 0.00 0.00 20,428,186,893.98 632,337,231.41 Financial Statements 29 BANCO NACIONAL ULTRAMARINO, S.A. INCOME STATEMENT AS OF DECEMBER 31, 2014 MOP DEBIT AMOUNT CREDIT AMOUNT INTEREST EXPENSE 383,427,809.36 INTEREST INCOME 958,986,455.16 STAFF COST 189,082,590.72 BANK OPERATIONS INCOME 365,365,670.08 OF WHICH: REMUNERATION OF BOARD OF DIRECTORS AND SUPERVISOR COMMITTEE SALARIES AND WAGES OTHER BANK OPERATING INCOME 9,904,368.00 156,079,369.86 INCOMES FROM SECURITIES AND FINANCIAL INVESTMENTS OTHER BANK INCOME BENEFITS 21,167,297.51 NON-BANKING INCOME OTHER 1,931,555.35 OPERATING LOSSES THIRD PARTY SUPPLY EXPENSES THIRD PARTY SERVICE EXPENSES OTHER BANK COSTS 61,242,330.73 8,763,981.91 0.00 81,814,220.53 181,913,830.54 1,130,726.00 NON-BANKING EXPENSES 3,316,080.81 DEPRECIATIONS 49,957,051.05 PROVISIONS 73,322,870.23 TOTAL 881,030.05 11,117,706.36 TAXES OPERATING INCOME 64,470,303.65 484,626,885.98 1,459,709,771.58 TOTAL 1,459,709,771.58 Financial Statements 30 BANCO NACIONAL ULTRAMARINO, S.A. PROFIT AND LOSS ACCOUNTS AS OF DECEMBER 31, 2014 MOP DEBIT AMOUNT OPERATING LOSS CREDIT 0.00 LOSS FROM PREVIOUS YEARS 61,231,683.52 EXTRAORDINARY LOSS 0.00 INCOME TAX 59,011,759.00 PROFIT FOR THE YEAR 443,283,052.86 TOTAL 563,526,495.38 AMOUNT OPERATING INCOME 484,626,885.98 INCOME FROM PREVIOUS YEARS EXTRAORDINARY INCOME 17,667,925.88 0.00 PROVISIONS USED 61,231,683.52 LOSS FOR THE YEAR 0.00 TOTAL 563,526,495.38 HEAD OF ACCOUNTING PRESIDENT OF EXECUTIVE COMMITTEE Maria Clara Fong Pedro Manuel de Oliveira Cardoso Shareholders with Qualified Holdings 31 Shareholders with Qualified Holdings 32 According to the Financial System Act of Macau, a qualified holding is that which, either directly or indirectly, represents 10 percent or more of the share capital or voting rights, or any other form which confers the possibility to exercise a significant influence over the management of the institution. Shareholders with a qualified holding: • Caixa Geral de Depósitos, S.A. 99.425 % Equity Investments 33 Equity Investments 34 List of the companies where Banco Nacional Ultramarino, S.A. has equity holdings higher than 5 percent of the respective issued quoted capital or higher than 5 percent of the own resources, and respective percent value: • None. Principal Accounting Policies 35 Principal Accounting Policies 36 General Banco Nacional Ultramarino, S.A., incorporated in Macau Special Administrative Region, the People’s Republic of China (“Macau SAR”), is a licensed bank authorised under the rules issued by the Autoridade Monetaria de Macau (“AMCM”). The holding company of the Bank is Caixa Geral de Depósitos, S.A. incorporated in Portugal. The principal activities of the Bank are the provision of banking and related financial services. The address of the registered office of the Bank is Av. Almeida Ribeiro, No. 22, Macau. The financial statements are presented in Macau Pataca (“MOP”), which is the same as the functional currency of the Bank. Significant Accounting Policies Revenue Recognition The financial statements have been prepared on the historical cost basis except for certain properties that are measured at revalued amounts, as explained in the accounting policies set out below. Interest income is recognised in the income statement as it is accrued on a time basis, except in the case of nonaccrual loans and advances to customers where interest is recorded in an off-balance sheet account, and is not recognised in the income statement. The financial statements have been prepared in accordance with Normas de Relato Financeiro (“Financial Reporting Standards of Macau SAR”). Non-accrual loans and advances to customers represent the credit exposures which are overdue for more than 3 months. Interest income from non-accrual loans and advances to customers is directly credited to profit when the interest is subsequently recovered. Fees and commission income are recognised when services are provided. Dividend income from investments in equity securities is recognised when the shareholder’s right to receive payment has been established. Principal Accounting Policies 37 Loans and Advances to Customers Investments in Securities Loans and advances to customers are stated in the balance sheet after deducting specific and general provisions for possible losses. Provisions are made against specific advances when management has doubts on the ultimate recoverability of principal or interest. Specific provision is made to reduce the carrying amount of loans and advances to customers, net of any collateral, to the expected net realisable value based on management’s assessment of the potential losses on those identified advances, and with reference to the requirements of AMCM. The provisions are reviewed periodically and adjustments are made when considered necessary by management. Investments in unlisted equity securities are carried at cost less any identified impairment losses. In addition, amounts have been set aside as provision for loans and advances to customers based on past experience of collecting payments, as well as cross-border exposures, and are maintained with reference to the requirements of AMCM. When there is no realistic prospect of recovery, the outstanding loans and advances to customers are written off. Investments in debt securities are carried at amortised cost less any identified impairment losses. An impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the recoverable amount estimated by management. Impairment losses are reversed in subsequent periods when an increase in the investment’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of that asset at the date the impairment is reversed does not exceed what the cost would have been had the impairment not been recognised. Amounts have been set aside as provision for cross border exposures and are maintained with reference to the requirements of AMCM. Off balance Sheet Derivative Financial Instruments Derivative financial instruments including interest rate swaps, forward foreign exchange contracts and foreign exchange swap contracts are used primarily to hedge the Bank’s exposures to interest rate and foreign exchange risks, arising from operational, financing and investment activities. The interest arising from the interest rate derivative instruments is recognised in the income statement as interest income or interest expense. The gain or loss arising from the settlement of foreign exchange derivative instruments is recognised in profit or loss in the period in which they arise. The derivative financial instruments are recorded off balance sheet. Principal Accounting Policies 38 Properties and Equipment Leasing Properties and equipment held for use in the supply of services or for administrative purposes are stated at cost, deemed cost or fair value, as appropriate, less subsequent accumulated depreciation and accumulated impairment losses, if any. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Bank has adopted the revaluation model for land and buildings since 2011. Land and buildings held for use in the supply of services or for administrative purposes are stated in the balance sheet at their revalued amounts, being the fair value at the date of revaluation less any subsequent accumulated depreciation and any subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair value at the end of the year. Any revaluation increase arising on revaluation of land and buildings is recognised and accumulated in the revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in net carrying amount arising on revaluation of an asset is recognised in profit or loss to the extent that it exceeds the balance, if any, on the revaluation reserve relating to a previous revaluation of that asset. Depreciation on revalued buildings is recognized in profit or loss. On the subsequent sale or retirement of a revalued asset, the attributable revaluation surplus remaining in the revaluation reserve is transferred to retained profits. Depreciation is provided to write off the cost or valuation of items of properties and equipment (other than freehold land) over their estimated useful lives and after taking into account their estimated residual value, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year in which the item is derecognised. The Bank as Lessee Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are recognised as a reduction of rental expense over the lease term on a straight-line basis. Leasehold Land and Buildings The land and building elements of a lease of land and building are considered separately for the purpose of lease classification, unless the lease payments cannot be allocated reliably between the land and building elements, in which case, the entire lease is generally treated as a finance lease and accounted for as properties and equipment. Principal Accounting Policies 39 Impairment Taxation At each balance sheet date, the Bank reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Income tax expense represents the sum of the tax currently payable and deferred tax. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is recognised as income immediately. The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Bank’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the year. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Bank expects, at the end of the year, to recover or settle the carrying amount of its assets and liabilities. Current and deferred tax is recognised in profit or loss, except when it relates to items that are recognised directly in equity, in which case, the current and deferred tax are also recognised directly in equity respectively. Principal Accounting Policies 40 Foreign Currencies In preparing the financial statements of the entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognised in profit or loss in the period in which they arise. Retirement Benefit Costs Payments to defined contribution retirement benefit plans are charged as an expense when employees have rendered service entitling them to the contributions. Provisions Provisions are recognised when the Bank has a present obligation as a result of a past event, and it is probable that the Bank will be required to settle that obligation. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material. Cash and Cash Equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise cash and short-term funds, including cash, deposits with AMCM and current accounts with banks and other financial institutions, placements with banks and other financial institutions with original maturity at or within three months. Auditors’ Report 41 Auditors’ Report 42 To the shareholders of Banco Nacional Ultramarino, SA We have audited the financial statements of the Banco Nacional Ultramarino, S.A. for the year ended December 31, 2014, in accordance with Financial Reporting Standards of Macau Special Administrative Region, the People’s Republic of China (“Macau SAR”). In our report, dated March 13, 2015, we expressed an opinion with no constraints on the financial statements of which the present is a summary. The financial statements referred to above comprise the balance sheet, as at 31 December 2014, the income statement, the statement of changes in equity and statement of cash flows for the year ended, as well as a summary of the relevant accounting policies and other explanatory notes. The summarized financial statements prepared by management results from the annual audited financial statements mentioned above. In our opinion, the summarized financial statements give a true and fair view, in all material respects, of the financial position of the Bank as at 31 December 2014 and of its financial results and cash flows for the year then ended in accordance with Financial Reporting Standards of Macau SAR. Kwok Sze Man Registered Auditor Deloitte Touche Tohmatsu – Sociedade de Auditores To better understand the financial position of Banco Nacional Ultramarino, S.A. and the results of its operations in the period and scope covered by our audit, the summarized financial statements should be read in conjunction with the financial statements of which they result, as well as with the corresponding audit report. Macau, 13 March 2015 Opinion of the Sole Supervisor 43 Opinion of the Sole Supervisor 44 Shareholders: In accordance with article 32 e) of the Articles of Association, the Board of Directors of Banco Nacional Ultramarino, S.A. submitted to the Sole Supervisor, the Balance Sheet, Accounts and Annual Report in relation to the bank’s operation in year 2014. In addition, the external auditor’s report as prepared by «Deloitte Touche Tohmatsu» for the bank in relation to its activity in the same year was also provided. During the year, the Sole Supervisor had maintained regular contacts with the Board of Directors, consulted on the bank’s activity and always received the collaboration as well as necessary clarification in an efficient manner. After reviewing the documents as presented by the Board of Directors, it was found that the documents reflected clearly the financial and economical situation of the Bank. The Report of the Board of Directors also explained clearly the business development of the bank’s activity in the referred year of operation. The Sole Supervisor had also reviewed the external auditors’ report and found that the report reflected truly the financial situation and performance of the bank as at close of business on 31 December 2014, as well as the result of the activity for the year ended and which were prepared under the accounting principles applicable on banking activity. As such, the Sole Supervisor decided to recommend the approval of: Chui Sai Cheong The Sole Supervisor 1. The Balance Sheet and Profit and Loss Account; 2. The Annual Report of the Board of Directors. Macau, 23 March 2015 Most Important Addresses CAIXA GERAL de DEPÓSITOS Av. João XXI, 63 1000-300 Lisboa Tel.: 21 795 30 00 Fax: 21 790 50 51 http://www.cgd.pt Swift: CGDIPTPLXXX BANCO NACIONAL ULTRAMARINO, S.A. Head Office Av. Almeida Ribeiro, nº. 22 Tel.: 28355111 Fax: 28355653 Telex:88202BNUMC OM 88606 BNUFX OM E-mail: markt@bnu.com.mo http://www.bnu.com.mo Swift:BNULMOMX Credit Card Center Av. Almeida Ribeiro, 22 Tel.: 28335533 Fax: 28713119 BNU Branch Network Main Branch Av. Almeida Ribeiro, 22 Tel.: 28355111 - Fax: 28355130 Mercado Vermelho Av. Almirante Lacerda, Nº. 90-92 Tel.: 28371166 - Fax: 28211619 São Lourenço Rua da Praia do Manduco, Nº3 R/C, A Tel.: 28572259 - Fax: 28933200 Horta e Costa Av. Horta e Costa, Nº 80A Tel.: 28517962 - Fax: 28527853 Areia Preta Av. Leste do Hipódromo, 89 D Tel.: 28470032 - Fax: 28470160 Chong Fu Av. Da Amizade, Nº 711 Edf. Chong Fu R/C Tel.: 28703478; 28702870 - Fax: 28705180 NAPE Av. Sir Anders Ljungstedt Nº. 206 Jardim Brilhantismo, R/C, A Tel.: 28723672; 28723676 - Fax: 28723418 COTAI Shop Nº 2466ª, The Grand Canal Shoppes, The Venetian Macao Resort Hotel, Estrada da Baía de N. Senhora da Esperança, The Cotai Srip, Taipa, Macau Tel.: 28576001, 28576002 – Fax: 28576603 Villa de Mer Zona da Areia Preta, S/N, Villa de Mer, R/C, W, X, Macau Tel.: 28767566 - Fax: 28767556 Rua da Barca Rua da Barca, Nº 47, Macau Tel.: 28211570 - Fax: 28210993 Iao Hon Rua 1 do Bairro Iao Hon, Edf Iao Kai Tel.: 28571921 - Fax: 28400395 Sidónio Pais Av. Sidónio Pais, Nº. 20-20A Tel.: 28584436 - Fax: 28524589 Fai Chi Kei Rua Comandante João Belo, No.23 R/C Edf. Teng Pou Kok Tel.: 28260165 - Fax: 28260637 Taipa (Flower City) Rua de Coimbra, No.105 Taipa Tel.: 28833633; 28833815 - Fax: 28833622 Kinglight Garden Rua de Bragança Nº. 329, R/C Edf. Kinglight Garden (AI/AH), Taipa Tel.: 28838028; 28839555 - Fax: 28839328 Chun Fok Rua do Pai Kok Nº 18-28, R/C Chun Fok Village 2nd Fase, Taipa Tel.: 28825892; 28825895 - Fax: 28825799 China Plaza Avenida da Praia Grande, Nº 754, China Plaza, R/C D & E, Macau Tel.: 28718625; 28715668 - Fax: 28718623 Altira Avenida da Kwong Tung, Nº 732, R/C I, Taipa, Macau Tel.: 28842531; 28842532 - Fax: 28842535