Annual report 2010
Transcription
Annual report 2010
Annual Report Advanzia Bank S.A. Simplicity, Transparency and Trust Financial Statements FOR THE YEAR ENDED 31 ST DECEMBER 2010 ADVANZIA BANK S.A. Advanzia Bank S.A. 9, rue Gabriel Lippmann Parc d’Activité Syrdall 2 L-5365 Munsbach Luxembourg Registre de Commerce et des Sociétés Luxembourg: B109476 +352 263 875 00 +352 263 875 99 E-mail: advanzia@advanzia.com BIC (SWIFT): ADVZLULL www.advanzia.com ● www.gebuhrenfrei.com ● www.advanziakonto.com Advanzia Bank S.A. Annual Report 2010 Stelly Brito, Customer Relations Junior Officer Gordana Adolf, Head of Marketing Contents About Advanzia Bank S.A.................................................................................................... 3 Directors’ Report for 2010................................................................................................ 17 Board and Management.................................................................................................... 21 Financial Statements......................................................................................................... 22 Statement of Financial Position .......................................................................... 22 Statement of Comprehensive Income................................................................ 23 Statement of Changes in Equity.......................................................................... 24 Statement of Cash Flows..................................................................................... 25 Significant Accounting Policies............................................................................ 26 Notes to the Financial Statements...................................................................... 32 Risks and Risk Management/Basel 2 – Pillar 3 Disclosure................................................ 45 Report of the Réviseur d’entreprises agréé...................................................................... 59 2 Advanzia Bank S.A. Annual Report 2010 Peter Heckmann, Business Engineering Manager · Christiane Roeder, Executive Assistant About Advanzia Bank S.A. Advanzia Bank S.A. (“the Bank”) was incorporated as “Advanzia S.A.” on 19th July 2005, as a “société anonyme” governed by Luxembourg law. The articles of association have been published in the “Mémorial C Recueil des Sociétés et Associations” on 2nd December 2005. Advanzia S.A. was granted a banking license by the Luxembourg Minister of Treasury and Budget in December 2005. The name “Advanzia S.A.” was changed to “Advanzia Bank S.A.” on the 11th January 2006. Advanzia Bank S.A. is established for an indefinite duration. The object of Advanzia Bank S.A. is the undertaking of banking activities pursuant to article 1 of the Luxembourg law of 5th April 1993 relating to the financial sector, as amended, and more particularly to issue credit cards, make loans to credit card holders and receive deposits of cash and other repayable funds from the public. It may perform any financial, commercial, or industrial operations which it may deem useful in the accomplishment and development of its object. Advanzia Bank S.A. Annual Report 2010 3 Advanzia Bank S.A. commenced its banking operations in April 2006, taking deposits from and subsequently issuing credit cards to the public. Advanzia Bank S.A. provides its services based on a Luxembourg banking license, applying the principles with respect to cross-border banking in the European Union and European Economic Area. Advanzia Bank S.A. currently markets its products principally in Germany and Luxembourg. Advanzia Bank S.A. is supervised by the Luxembourg banking regulator, the Commission de Surveillance du Secteur Financier (CSSF). Advanzia Bank S.A. has no branches nor offices other than its Luxembourg headquarter, but has notified the competent authorities in which it markets its products, as per the provisions for cross-border banking. Advanzia Bank S.A. is an independent bank, with a limited number of private investors. The Kistefos Group in Oslo, Norway has been the controlling shareholder since the company became a bank in 2006, and currently controls approximately 60% of the issued shares. Deposit Balance 329 M EUR 257 M EUR 41 M EUR Total income 35 M EUR Net card loan balance 224 M EUR 164 M EUR Loan losses 17 M EUR 21 M EUR Operating expenses 14 M EUR 11 M EUR Profit before taxes 8,8 M EUR 3,5 M EUR Equity 35 M EUR 2009 2010 4 Advanzia Bank S.A. Annual Report 2010 29 M EUR Luxembourg: small and smart Luxembourg has an important place among the world‘s financial centres. Because of the quick implementation of European Union rules, Luxembourg has earned a first-class reputation within the Union. The decisive competitive advantage offered by our Grand Duchy is the high level of planning certainty, resulting from its stable political and social conditions. And key to this is the efficiency of Luxembourg’s decision-makers. The multicultural population structure has led to multilingualism becoming the standard. A high level of flexibility and enthusiasm for innovation are typical trademarks of Luxembourg. The financial market is of great relevance to Luxembourg as a country. Currently, 28% of the gross domestic product is generated by the financial sector. In 2010, there were over 149 banks registered in Luxembourg with their assets totalling approximately EUR 793 billion. On a global scale, one would surely be hard pressed to find a location with as many financial experts in one place as are found in the Grand Duchy of Luxembourg. Luxembourg is also worth a trip for ”non-bankers” as well. The city picturesquely extends over three hills. The sharp contrast between historically preserved buildings and modern architecture is a source of particular interest. All set in a surrounding of a lush and green landscape. Over the last decades, Luxembourg has recorded nearly constant population growth in connection with its economic growth and the resulting growth in the labour market. Today, Luxembourg has half a million inhabitants. Advanzia Bank S.A. Annual Report 2010 5 From bartering in the past to the Advanzia MasterCard Gold of today, developments in the culture of payment transactions have been colourful and highly imaginative. And although exotic birds, shells and artworks were creative and spectacular forms of payment, the transaction charges were extremely high – to say nothing of the time and effort spent in caring for and looking after the currency. Although today’s solutions are a little less spectacular, they are extremely efficient and inexpensive. The Advanzia MasterCard Gold costs nothing and is easy-care. Payment methods and the culture of paying Once upon a time in Holland, a little flower bulb turned the whole agricultural industry and the economy upside down. Four hundred years ago, flower bulbs were a common and, depending on the variety, valuable payment method. The story began quite ordina rily. Charles de l’Ecluse, a doctor and botanist, discovered the tulip on a trip to Armenia and first bred them as a remedy. The flower was soon very much in demand for its beauty and variety. Large gardens of tulips sprang up all over Holland. Tulip bulbs were consi dered a symbol of wealth and good fortune, and were both dowry and decoration. The bulbs were taken to the commodity exchanges of Haarlem and Amsterdam, and at their peak fetched prices of up to EUR 87 000 per tulip bulb in today’s money. When the tulip era ended in 1637, the clever Dutch made good use of what they had learnt. Instead of simply putting an end to the tulip trade, they refined their methods. Today, the Dutch are by far the world’s biggest producers of tulips. bus A Dutch inessm an had is table e had h luck. H d a b e so m bulb flower with a d te a r o u g ht o d ec uest th ite. 0. His g 0 0 5 2 in one b UR d ate it n a wor th E – h ide dis wa s a s the bulb 6 Advanzia Bank S.A. Annual Report 2010 Petra Schuth, Head of Fraud Prevention Tulip mania is a constructive mistake. Today, some two billion tulips are grown every year. There’s even one type called “Dow Jones”. Advanzia Bank S.A. Annual Report 2010 7 Payment methods that weren’t considered strange at the time Rebecca Rösner, Fraud Prevention Junior Officer Ilona Eichholz, Chargeback Officer Cowry shells got attached on the hulls of ships and drove up as far as the fjords of Norway. Who finds one feels rich. Tony Cragg, I’m alive, 2004, Kistefos-Museet, Norway The Lydians, that lived in what today is Turkey, minted the first coins in the 7th century BC. The introduction of this genuine payment method made trading easier and more transparent. Until then, people had exchanged their goods for highly imaginative alternative forms of “currency”. Cowry shells are a very well known example of an alternative currency, and were used as a means of payment in Africa, Asian and the South Seas. Cowry shells also attached themselves, unnoticed, to the hulls of ships, ending up as far away as Scandinavia, and were probably the first cases of clandestine currency imports. Another ancient payment means is art. And there are even guidelines for assigning the value of the artwork. Anyhow, birds of paradise remain undoubtedly one of the most beautiful currency of all times. The birds were exchanged for goods in Papua New Guinea. If the weather hadn’t put a stop to attempts to import this magnificent currency into Europe, it would probably have strongly influenced our “currency care”. As pretty as the design of the Advanzia MasterCard Gold may be, no credit card on earth can surpass the beauty and elegance of a bird of paradise. But it is a lot more practical – and a lot less expensive. 8 Advanzia Bank S.A. Annual Report 2010 Probably the only disadvantage of the Advanzia MasterCard Gold is that we will never experience with our own eyes the sight of a lady entering a boutique with two birds of paradise on her shoulder. Advanzia Bank S.A. Annual Report 2010 9 A story of success from the old world of payment methods The wealth of the Oman sultanate was based on trade. Incense in particular, which was very precious, was also in great demand in Europe. The caravans took around 100 days to travel the 3 400 km from the Arabian Peninsula to the Mediterranean Sea. Paying for the goods was as cumbersome as it was dangerous. Incense was partly weighed in gold, which also had to be transported. To use today’s language: the transaction costs for payments were extremely high. There were a number of simple and simply unbelievable mechanisms. The purchaser buried the proposed payment in various places. If the quality and amount of the goods were as promised, then the purchaser would reveal all the hiding places. If, however, this was not the case, then amounts were discounted and fewer hiding places were named. Isn‘t it a good thing that the Advanzia MasterCard Gold makes life easier today? 10 Advanzia Bank S.A. Annual Report 2010 Prashanth Bors, Credit & Collections Junior Officer My home country became rich by selling incense to the perfumers of Paris and Venice. The traders were able to keep the places where incense was harvested secret for hundreds of years. However, my ancestors were also extremely creative when it came to payments. Incense is available in lots of qualities. The lighter it is the better. Advanzia Bank S.A. Annual Report 2010 11 ted in t inven as firs w y e n mo as n ot Paper s. It w e coin c la p u t wa s e to r oins, b c o China t t n pleme th e r e s a com t wh en u s ed a e c em en la p o r e th e r as a o n ey b d m e r d e n p e int ins. Pa aid, in ugh c o ot en o er b e p n e r e e own w h t t a ote. a n d th n th e n ’s dem ated o issuer ic d in o u nt th e a m coins, 12 Advanzia Bank S.A. Annual Report 2010 Sandra Kessler, Head of Chargeback As a child, I was fascinated by the different kinds of currency. I thought the Swiss francs were the loveliest. Today I’m glad that, thanks to my Advanzia MasterCard Gold, I don’t have to carry lots of different currencies around with me. Coins and notes The creation of paper money was born out of need. There simply weren’t enough coins to go round, and too much precious material was required. The first notes were issued in China in about 960 A.D. In Europe, John Law, the Scottish-born Finance Minister of France, introduced notes to France in 1718. Unfortunately, though, he was unable to keep his king away from the printing press, and the experiment failed. No other payment method was as difficult to accept as the note. People didn’t trust a piece of paper, especially one whose only value lay in trusting a promise to pay by a sovereign or a bank. In the beginning, all notes had to be backed by real coins or precious metals. In the 19th century they were backed by silver, which eventually led to backing in gold. Over time, the advantages of notes have prevailed. In some countries, wallets have no coin compartments. The Italians are currently pushing for a one-euro note so they can pay for their espressos the pre-euro way. The history of payment methods is above all a story of trust. John Law would probably have been beheaded in the Paris of 1718 if he had said that in the future, people would be paying for their purchases not with gold, coins or notes, but mainly with cards made of the future material plastic. Advanzia Bank S.A. Annual Report 2010 13 For 6 500 years, people have been interested in the material with the innocuous abbreviation of Au and the atomic number of 79 in the chemical table of elements. South Africa is the world’s biggest supplier of gold; it is estimated that to date, some 155 000 tonnes of gold have been mined there. No other metal in the world is as coveted as gold – or as fascinating. There are even traces of gold in most languages. Gold adjectives are attached euphemistically to lots of things that are of great value to us, or used as a synonym – “As good as gold”. From gold to the Advanzia MasterCard Gold Gold has been used as a method of payment and a measure of wealth for thousands of years. In fact, though, only three percent of today’s annual gold production of 2 600 tonnes ends up in the safes of various banks. Eighty-five percent of it is made into jewellery. Gold was important for the economy, because it was considered a stabilising factor and currency reserve for national banks. It remains a popular and safe option for investors in times of crisis, even though hardly anyone still uses it to pay for things today. It is also easier and physically less taxing not to have to pay with it, because it is very heavy. One troy ounce of gold (oz.) weighs 31,10 grams. The Advanzia MasterCard Gold weighs just 2,0 grams. Isabel Scholz, Accounting Clerk Gold has always been important in South Africa. Not always for good things, though. Gold has probably made as many people unhappy as it has made rich. I far prefer the Advanzia MasterCard Gold in plastic. 14 Advanzia Bank S.A. Annual Report 2010 Easy, practical, safe Advanzia MasterCard Gold Perhaps E. Bellamy should be “credited” with inventing the credit card. In his sciencefiction publication “The Year 2000“ of 1887, he described a payment method that is identical to today’s credit card. Originally issued by major hotels, oil companies and chain stores, the payment card first appeared in the USA in 1914. By 1949, though, everyone agreed that the payment card was safe and practical. It wasn’t long before other services, such as travel insurance, were added to the cards. Once the Americans’ delight in the little piece of plastic became evident, one of the bankers in the Swedish Wallenberg family launched the EUROCARD in 1964 – later to become the MasterCard – as an alternative to the established American credit cards. Cashless life will continue to become predominant. In Germany, for instance, only 12% of the population has a real revolving type credit card, but demand is constantly increasing. With our flexible solutions and co-branding products, we help to make sure that anyone who is interested can find the solution to suit his requirements and possibilities. Advanzia offers the MasterCard Gold for everybody. Not even an Olymp ic of pure al is made lver; % of it is si gold. 92,5 . ms is gold only 6 gra gold med Advanzia Bank S.A. Annual Report 2010 15 Tony Cragg, Articulated Column, 2001, Kistefos-Museet, Norway 16 Advanzia Bank S.A. Annual Report 2010 Directors’ Report for 2010 Ms. Beatriz Malo de Molina, Norway (Chairman) 2010 was a pivotal year for Advanzia Bank S.A. After population of 82 million inhabitants, is by far the larger of having reached break-even in late 2008, 2010 saw the Advanzia’s two market segments. The German credit card Bank’s after tax profits increase from 2009 by more market as such remains a market in development, given than 150% to EUR 6.3 million. The Bank also increased that card usage, credit card acceptance at points of sale, client growth compared to 2009, as well as the net loan as well as credit card penetration is among the lowest in balance with almost EUR 60 million or 36% in 2010. At Western Europe. This is nevertheless compensated for by the same time, loan losses were managed increasingly the market’s sheer size, its wealth, economic resilience downwards, and 2010 demonstrated the Bank’s ability to during the global downturn and good growth prospects. reduce overall losses both in nominal and in percentage Thus the combination of these elements represents an terms. outstanding opportunity for Advanzia. Advanzia Bank S.A.’s main product is a revolving credit The performance of Advanzia’s operations is impacted by card connected to the MasterCard payment network. the general economic climate in the markets in which the The key advantage to the customers is the full absence of Bank is present. The most important factors are private fees. Clients may borrow up to a certain credit limit, and consumption, employment levels, interest rates and con- repay any amount between the minimum amount and the sumer sentiment. The overall economic perspectives in full outstanding balance. All loans to credit card clients the beginning of 2010 in Germany and Luxembourg were are unsecured. The Bank charges interest on outstanding surprisingly good considering the recent financial crisis of balances from cash withdrawals, and also on balances 2008 and 2009, and improved even further during 2010. from purchases when the customer elects to repay anything less than the full balance. During 2010, Advanzia Bank S.A. has continued the sales of its main credit card product “Gebührenfrei MasterCard Advanzia is present in both the Luxembourg and Ger- Gold” on the Internet. The Bank has optimised online man markets. Germany, the EU’s largest country with a sales and tested new campaigns and partners, and many Advanzia Bank S.A. Annual Report 2010 17 of which were successful. Advanzia has also ventured ting clients seeking a good return on transparent, simple further with search engine optimisation efforts, social and secure online deposit products. In addition, Advanzia marketing channels, and remarketing campaigns. These makes an effort to ensure that existing and long-term measures have contributed considerably towards impro- deposit clients are recognised for their loyalty to the Bank. ving Advanzia’s marketing reach and impact. Throughout the year, the Bank has continuously analysed sales and High client satisfaction is vital for Advanzia’s business. marketing indicators in order to optimise the effectiveness All credit card clients have access to our operators on a of these important areas of activity. 24 hours/365 days basis. The Bank strives to keep service level high, and during 2010, friendly operators answered Advanzia also issues co-branded and white-labelled credit 97% of the phone calls within 40 seconds. In November cards in co-operation with over 60 partners, where 2010 2010, Advanzia initiated its online portal to individual saw the addition of several new such relationships. The clients, allowing clients to view their latest invoices, Bank is focused on these business-to-business relation- repayment activity and read the latest information about ships, given that there is ample opportunity to efficiently developments or campaigns from Advanzia. reach targeted client groups, offer increasingly tailored products through these partners, and explore more inno- Proper risk management is at the core of Advanzia’s ope- vative distribution models. rations and an imperative for the Bank’s success. The Bank has determined its overall risk appetite, and pursues a Advanzia’s sales levels have been increased during the strategy of minimising all risks not directly related to core year, in line with profit growth and positive response from operations. Therefore, Advanzia follows highly prudent consumers to our increased efforts. Approximately 72 000 strategies relating to many standard banking risks such new credit card clients signed up to become customers of as liquidity risk and market risks. On credit risk, which is Advanzia during the year, of which 62 000 became active vital for Advanzia’s core activity, the Bank aims to optimise card users. Our total client base reached year-end figures the risk-reward balance in order to ensure a sustainable of close to 300 000 open credit cards in good standing. growth in loan balance and earnings. The net credit card loan balance (after provision for value adjustments and write-offs) increased by 36% from EUR The Bank has in 2010 managed its credit risk by applying 165 million at the end of 2009 to EUR 224 million at the several credit risk scorecards, which it utilises to assess the end of 2010. perceived risk of a client or a group of clients, and to follow a carefully optimised credit limit assignment strategy. Advanzia also offers a monthly interest-accruing deposit In 2008 and 2009, the Bank followed more conservative account named “Advanziakonto”. Advanziakonto deposits credit limit assignment strategies, reflecting the then provide funding for the Bank’s credit card operations and prevailing macroeconomic outlook. The Bank introduced liquidity reserves, and volumes are in general adjusted new credit scorecards in 2009, which assess client risk to these needs. During 2010, customers’ “Advanziakonto” from the time of application and throughout the client deposits increased from EUR 257 million to EUR 329 million. relationship. In 2010, Advanzia followed a more ambitious Our deposit customers are principally located in Germany credit limit assignment strategy, as it was reassured by and Luxembourg as well as, to a lesser extent, other Euro- the positive development of the economy and also consi pean countries. The deposit clients represent a different dered that it possessed the required tools to safely assign client segment than our credit card clients. The Bank gradually higher credit limits. The application of these new markets “Advanziakonto” mainly over the Internet, targe- and better performing strategies have contributed to the 18 Advanzia Bank S.A. Annual Report 2010 considerable increase in the loan balance in 2010. At the Profit before income taxes in 2010 of EUR 8,8 million same time, proving the efficacy of the Bank’s credit policy, is considerably above budget and expectations, and loan losses during 2010 have been contained at lower 154% above the prior year’s results. This achievement levels in both relative and absolute terms than in 2009. was driven by higher card loan balance yielding higher interest income, lower than expected credit losses, while During 2010, Advanzia also invested considerably in operating costs were kept within budget. At the end of anti-fraud measures, such as EMV (chip on the cards) and 2010, Advanzia’s capital ratio was 13,0%, well above the MasterCard SecureCode. By introducing these measures, statutory minimum requirement of 8%. fraud attempts have considerably decreased, and fraud losses have therefore been reduced by more than 50% No significant event has occurred after 31st December compared to 2009. Advanzia’s efforts to counter credit 2010. card fraud are always ongoing, and the Bank is deeply connected and cooperative with the international network of The Board of Directors is very pleased with the perfor- corporations and agencies that devote time and resources mance of Advanzia Bank S.A. during 2010. The Bank has to fraud prevention. increased sales, loan balance and profitability, while containing credit risk. The operating model of the Bank has The Bank’s operating model is designed to fulfil the objec- proven to be able to deliver both substantial growth and tives of processing large client and transactional volumes, profitability, and we look forward to future developments. in an efficient organisation, at a low cost, with a relatively small overhead, and where operational risk is contained The economic outlook for Germany continues to remain at a low level. This is achieved by outsourcing capital and favourable, both seen in the context of the recent financial labour intensive services to specialised third party provi- crisis as well as the country’s long-term performance since ders, permitting management to focus the team on its key reunification in 1990. Despite the uncertainties related competencies related to product development, sales, risk to sovereign debt levels in the euro area, the expected management and value chain optimisation. development of the overall German economy and the employment levels are expected to remain robust in 2011 At the end of 2010, there were 51 employees in Advanzia, and going forward. up from 50 in 2009. Operating expenses in 2010 remained lean and well within budget. Excluding client acquisition Against this backdrop, Advanzia Bank intends to pursue costs, the cost/income ratio of the Bank was 25% in 2010. growth assertively in the German and Luxembourg mar- In the view of the Board of Directors, this performance kets. The Bank expects to increase its base of credit card reflects both the merits and scalability of Advanzia’s ope- customers as well as its loan balance further in 2011. This rating model. growth will be matched by a corresponding development in deposit volume to cover the funding needs. The Bank is As a Luxembourg bank, Advanzia is a member of the also foreseeing to upgrade components of its IT infrastruc- deposit insurance scheme Association pour la Garantie des ture to enable it to improve further its current processing Dépôts Luxembourg (AGDL), which ensures client deposits and product offering. To support its growth as well as up to EUR 100 000. AGDL may change from today’s ex-post maintain its relative solidity in 2011, Advanzia also expects compensation scheme to a pre-funded scheme. In the to develop its profitability accordingly. event this occurs, Advanzia will be required to contribute to this scheme. Advanzia Bank S.A. Annual Report 2010 19 Patrick Thilges, Business Analyst Jean-Marc Barthélemy, Head of Chargeback Pieter Verhoeckx, Chief Customer Relations Officer Tor Erland Fyksen, Chief Risk Officer Eirik Holtedahl, Deputy Chief Executive Officer /Chief Financial Officer Paulo Bastos, Customer Relations Manager Stelly Brito, Customer Relations Junior Officer 20 Advanzia Bank S.A. Annual Report 2010 Board and Management In 2010, the Board of Directors has consisted of the following persons: Ms. Beatriz Malo de Molina, Norway (Chairman), Investment Director, Kistefos AS Dr. rer. pol. Thomas Schlieper, Switzerland (Deputy Chairman) Dr. Thomas Altenhain, Germany, Consultant Mr. Tor Erland Fyksen, Luxembourg, Chief Operating and Risk Officer, Advanzia Bank Mr. Christian Holme, Norway, Investment Analyst, Kistefos AS Messrs. Dag Sørsdahl and Åge Korsvold, both residents of Norway, were board members until 23rd February 2010, when they were succeeded by, respectively Ms. Beatriz Malo de Molina and Mr. Christian Holme. Ms. Malo de Molina then assumed the role as Chairman of the Board. The management of Advanzia has been organised in an Executive Management Committee, consisting of the Chief Executive Officer and the Deputy Chief Executive Officer. The Executive Management Committee has delegated some of the management of the day-to-day business to a Management Committee which during 2010 has consisted of the following persons: From left to right: Eirik Holtedahl, Pieter Verhoeckx, Marc Hentgen, Gregor Sanner and Tor Fyksen Management: Mr. Marc Hentgen, Germany, Chief Executive Officer, Chief Marketing Officer Mr. Eirik Holtedahl, Luxembourg, Deputy Chief Executive Officer, Chief Financial Officer Mr. Tor Erland Fyksen, Luxembourg, Chief Operating and Risk Officer Mr. Petrus Johannes (Pieter) Verhoeckx, Luxembourg, Chief Customer Relations Officer Mr. Gregor Sanner, Germany, has in March 2011 joined the Management Committee of Advanzia Bank S.A. assuming the role of Chief Operations Officer. Advanzia Bank S.A. Annual Report 2010 21 Financial Statements STATEMENT OF FINANCIAL POSITION AS AT 31 ST DECEMBER 2010 In thousands of EUR ASSETS Cash, balances with central banks Note 2010 2009 13 15 811 15 656 351 627 266 462 Loans and advances whereof: financial institutions 14 125 949 101 625 whereof: customers 15 225 678 164 837 Tangible assets 16 482 392 Intangible assets 17 502 439 Deferred tax assets 18 3 043 5 536 Other assets 19 344 310 371 809 288 795 Note 2010 2009 Amounts owed to financial institutions 20 5 000 0 Amounts owed to customers 21 328 915 257 310 Other liabilities 22 2 862 2 835 336 777 260 145 Total assets In thousands of EUR LIABILITIES & EQUITY Total liabilities Subscribed capital 23 16 279 16 279 Issue premiums 23 26 108 26 108 9, 23 80 0 Loss carried forward 23 -13 737 -16 211 Result for the financial year 23 6 302 2 474 35 032 28 650 371 809 288 795 Share-based payment reserve Total equity Total liabilities and equity The notes are an integral part of these financial statements. 22 Advanzia Bank S.A. Annual Report 2010 STATEMENT OF COMPREHENSIVE INCOME For the year ended 31st December 2010 In thousands of EUR Note Financial and operational income and expenses 2010 2009 40 526 35 112 Interest income 5 42 495 39 606 Interest expense 5 -5 229 -7 858 Commission income 6 5 373 4 228 Commission expense 6 -2 577 -1 876 Net exchange result 7 0 1 Other operating income 7 581 1.095 Other operational expense 8 -117 -84 -14 113 -10 678 9 -5 368 -4 684 10 -8 745 -5 994 -474 -322 Administrative expenses Personnel expenses General administrative expenses Depreciations and amortisations on (in)tangible assets Depreciation and amortisation on tangible assets 16 -179 -126 Depreciation and amortisation on intangible assets 17 -295 -196 Impairment on financial assets 11 -17 145 -20 648 8 794 3 464 -2 492 -990 Result on activities after taxes 6 302 2 474 Result for the year 6 302 2 474 Other comprehensive income for the year 0 0 Total comprehensive income for the year 6 302 2 474 Result on activities before taxes Income taxes 12 The notes are an integral part of these financial statements. Advanzia Bank S.A. Annual Report 2010 23 STATEMENT OF CHANGES IN EQUITY For the year ended 31st December 2010 2010 Subscribed capital Issue premiums Share-based payment reserve Loss carried forward Net profit or loss for the financial year Total Equity 16 279 26 108 0 -16 211 2 474 28 650 Allocation to loss carried forward 21st June 2010 0 0 0 2 474 -2 474 0 Issue of employee stock option 22 September 2010 0 0 80 0 0 80 Result for 2010 0 0 0 0 6 302 6 302 16 279 26 108 80 -13 737 6 302 35 032 Subscribed capital Issue premiums Share-based payment reserve Loss carried forward Net profit or loss for the financial year Total Equity 15 027 24 449 0 -10 472 -5 739 23 265 0 0 0 -5 739 5 739 0 1 252 1 659 0 0 0 2 911 0 0 0 0 2 474 2 474 16 279 26 108 0 -16 211 2 474 28 650 In thousands of EUR Equity 1st January 2010 nd Equity 31st December 2010 2009 In thousands of EUR Equity 1st January 2009 Allocation to loss carried forward 22nd June 2009 Capital increase 12 October 2009 th Result for 2009 Equity 31st December 2009 The notes are an integral part of these financial statements. 24 Advanzia Bank S.A. Annual Report 2010 STATEMENT OF CASH FLOWS For the year ended 31st December 2010 In thousands of EUR 2010 2009 Interest, commissions receipts 47 868 43 833 Interest, commissions payments -7 806 -9 733 581 1 095 -14 230 -10 798 -35 -68 27 -2 499 26 405 21 830 OPERATING ACTIVITIES Other receipts Operating payments (Increase) decrease in other assets Increase (decrease) in other liabilities Net cash flow from operating activities 2010 2009 (Increase) decrease in loans to financial institutions & others -24 324 6 830 (Increase) decrease in loans to clients -77 985 -25 769 -626 -614 -102 935 -19 553 FINANCING ACTIVITIES 2010 2009 Increase (decrease) in deposits from financial institutions 5 000 0 Increase (decrease) in deposits from clients 71 605 6 203 Increase (decrease) in shareholders' equity 80 2 911 76 685 9 114 155 11 391 15 656 4 265 155 11 391 15 811 15 656 INVESTMENT ACTIVITIES Investments in tangible and intangible assets Net cash flow from investment activities Net cash flow from financing activities Net cash flow Opening balance, cash, balances with central banks Net cash flow for the period Ending balance, cash, balances with central banks Please see note 13 regarding cash, balances with central banks. The notes are an integral part of these financial statements. Advanzia Bank S.A. Annual Report 2010 25 SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently by Advanzia Bank S.A. (the “Bank”) to all periods presented in these financial statements. (a) Basis of consolidation The Bank has no subsidiaries, shareholdings or similar in other entities, and thus there is no consolidation of financial statements. The Bank has no special purpose entities and thus there is no consolidation of the financial statements on this basis. The Bank does not manage and administer assets held in unit trusts and other investment vehicles on behalf of investors during the reporting period or at balance sheet date. (b) Foreign currency Transactions in foreign currencies are translated into the respective functional currency of the operation at the spot exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated into the functional currency at the spot exchange rate at that date. The Bank had no operations in foreign currency during the reporting period or at balance sheet date. (c) Interest Interest income and expense are recognised in the Statement of Comprehensive Income using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset or liability. When calculating the effective interest rate, the Bank estimates future cash flows considering all contractual terms of the financial instrument but not future credit losses. The calculation of the effective interest rate includes all fees and points paid or received that are an integral part of the effective interest rate. Transaction costs include incremental costs that are directly attributable to the acquisition or issue of a financial asset or liability. Interest income and expense presented in the Statement of Comprehensive Income include: • interest on financial assets and liabilities at amortised cost calculated on an effective interest basis The Bank has not had available-for-sale investment, securities, derivatives or similar during the reporting period or at balance sheet date. (d) Fees and commission Fees and commission income and expenses that are integral to the effective interest rate on a financial asset or liability are included in the measurement of the effective interest rate. Other fees and commission income, interchange fee from MasterCard, including account servicing fees, are recognised as the related services are performed. Other fees and commission expense relate mainly to transaction and service fees, which are expensed as the services are received. 26 Advanzia Bank S.A. Annual Report 2010 (e) Lease payments made Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. (f) Income tax expense Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. (g) Financial assets and liabilities (i) Recognition The Bank initially recognises loans and advances, deposits, debt securities issued and subordinated liabilities on the date at which they are originated. (ii) Derecognition The Bank writes off certain loans when they are determined to be uncollectible. The Bank derecog nises a financial liability when its contractual obligations are discharged or cancelled. (iii) Amortised cost measurement The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment. As the Bank applies no fees on credit cards in good standing, the effective interest rate is only governed by the interest accrued on the accounts. Thus, the effective interest rate is the same as the effective rate used when discounting future cash flows, and the net present value is then the same as the current nominal value. (iv) Fair value measurement Fair value is the amount for which an asset could be exchanged or a liability settled between know ledgeable and willing parties in an arm’s length transaction on the measurement date. (v) Identification and measurement of impairment At each balance sheet date the Bank assesses whether there is objective evidence that financial assets are impaired. Financial assets are impaired when objective evidence demonstrates that a loss event has occurred after the initial recognition of the asset, and that the loss event has an impact on the future cash flows of the asset that can be estimated reliably. Advanzia Bank S.A. Annual Report 2010 27 Objective evidence that financial assets are impaired can include default or delinquency by a borrower, restructuring of a loan or advance by the Bank on terms that the Bank would not otherwise consider, indications that a borrower or issuer will enter bankruptcy, the disappearance of an active market for a security, or other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the group, or economic conditions that correlate with defaults in the group. The Bank considers evidence of impairment for loans and advances at both a specific asset and collective level. All individually significant loans and advances are assessed for specific impairment. All individually significant loans and advances found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and advances and held-to-maturity investment securities that are not individually significant are collectively assessed for impairment by grouping together loans and advances and held-to-maturity investment securities with similar risk characteristics. In assessing collective impairment the Bank uses statistical modelling from either the Bank when available, or from other sources (such as collection agencies, etc.) for similar types of loans and defaults, timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical modelling. Default rates, loss rates and the expected timing of future recoveries are regularly benchmarked against actual outcomes to ensure that they remain appropriate. Impairment losses on assets carried at amortised cost are measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and advances. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. (h) Cash and cash equivalents Cash and cash equivalents include notes and coins on hand, unrestricted balances held with central banks which are subject to insignificant risk of changes in their fair value, and are used by the Bank in the management of its short-term commitments. Cash and cash equivalents are carried at amortised cost in the Statement of Financial Position. (i) Loans and advances Loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and that the Bank does not intend to sell immediately or in the near term. Loans and advances are initially measured at fair value plus incremental direct transaction costs if any, and subsequently measured at their amortised cost using the effective interest method. 28 Advanzia Bank S.A. Annual Report 2010 (j) Property and equipment (i) Recognition and measurement Items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. (ii) Depreciation Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property and equipment. The estimated useful lives for the current and comparative periods are as follows: • IT equipment 3 years • fixtures and fittings 4-5 years Depreciation methods, useful lives and residual values are reassessed at the reporting date. (k) Intangible assets (i) Software Software acquired by the Bank is stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of the software, from the date that it is available for use. The estimated useful life of software is three years. (ii) Deferred tax assets Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (l) Deposits, debt securities issued and subordinated liabilities Deposits, debt securities issued and subordinated liabilities are the Bank’s sources of debt funding. The Bank classifies capital instruments as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments, and as defined in IAS 32. Advanzia Bank S.A. Annual Report 2010 29 Deposits, debt securities issued and subordinated liabilities are initially measured at fair value plus directly attributable transaction costs, and subsequently measured at their amortised cost using the effective interest method, except where the Bank chooses to carry the liabilities at fair value through profit or loss. (m) Provisions A provision is recognised if, as a result of a past event, the Bank has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. (n) Employee benefits (i) Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss when they are due. (ii) Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. (iii) Participation certificates Participation certificates (PC) are instruments given to certain employees, which under some conditions will give a benefit to the holder. The fair value of the PCs is based on a vesting period, a minimum profitability of the Bank and/or the prospect of an exit or listing. The cost of issuing these PC’s is recognised at their fair value in profit or loss and in liabilities. (iv) Options to employees The cost of issuing these options is recognised at their fair value in the profit or loss and in equity. (o) Share capital and reserves Incremental costs directly attributable to the issue of an equity instrument are deducted from the initial measurement of the equity instruments. (p) New standards and interpretations not yet adopted The early adoption of the revised or new basically relevant standards/ interpretations for the Bank, issued by the International Accounting Standards Board (IASB) or International Financial Reporting Interpretation Committee (IFRIC) and adopted by the European Union, that has not become manda tory until the end of the financial year 2010 or after, has been waived. The following principles or accounting interpretations have become effective after 2010: • Improvements to IFRSs (EC regulation 70/2009) (excluding revisions to IFRS1 or IFRS5) • IAS 27: Consolidated and Separate Financial Statements (EC regulation 494/2009) 30 Advanzia Bank S.A. Annual Report 2010 • IFRIC 18: Transfer of Assets from Customers (EC regulation 1164/2009) • Improvements to IFRSs (EC regulation 243/2010) The Bank is currently in the process of evaluating the potential effects of these standards. Given the nature of the Bank’s operations, these standards are not expected to have a significant impact on the Bank’s financial statements. It is expected that these standards will be implemented to the extent that they will apply to the Bank, when they are adopted by the EU and enter into force. Advanzia Bank S.A. Annual Report 2010 31 NOTES TO THE FINANCIAL STATEMENTS Page 1. Reporting entity 33 2. Basis of preparation 33 3. Use of estimates and judgements 33 4. Segment reporting 35 5. Net interest income 35 6. Net fee and commission income 35 7. Other operating income 35 8. Other operating expense 35 9. Personnel expenses 36 10. General administrative expenses 36 11. Impairment on financial assets 36 12. Income taxes 37 13. Cash, balances with central banks 37 14. Loans and advances to financial institutions 37 15. Loans and advances to customers 38 16. Tangible assets 39 17. 40 Intangible assets 18. Deferred tax assets 40 19. Other assets 40 20. Amounts owed to financial institutions 41 21. Amounts owed to customers 41 22. Other liabilities 41 23. Equity 41 24. Deposit guarantee scheme 44 25. Audit fees 44 26. Staff 44 27. 45 Related parties 32 Advanzia Bank S.A. Annual Report 2010 1. Reporting entity Advanzia Bank S.A. (“the Bank” or “Advanzia”) is a bank domiciled in the Grand Duchy of Luxembourg. The address of the Bank’s registered office is 9, rue Gabriel Lippmann, Parc d’Activité Syrdall 2, L-5365 Munsbach, Luxembourg. The Bank’s street address has changed as of 1st January 2011 due to a change of the name of the street on which the Bank is located. The financial statements of the Bank as at and for the year ended 31st December 2010 include the entire bank. The Bank does not have any subsidiaries or similar, and does not consolidate its accounts or financial statements with other entities. 2. Basis of preparation (a) Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union in accordance with the Regulation No. 1606/2002 of the European Parliament and of the Council on the application on International Accounting Standards.. The financial statements were authorised for issue by the Board of Directors on 12th April 2011. (b) Basis of measurement The financial statements have been prepared on the historical cost basis, except for the Participation Certificates (see Significant Accounting Policies and note 23). (c) Functional and presentation currency These financial statements are presented in euro, which is the Bank’s functional currency. Except as indicated, financial information presented has been rounded to the nearest thousand euro. (d) Significant events after Balance Sheet date The Bank is not aware of any significant events after balance sheet date which would affect the 2010 financial statements. 3. Use of estimates and judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in note 3 and the Risks and Risk management/Basel 2 – Pillar 3 disclosure section. Advanzia Bank S.A. Annual Report 2010 33 Key sources of estimation uncertainty Allowances for credit losses Assets accounted for at amortised cost are evaluated for impairment on a basis described in the Bank’s procedures. In general, the Bank assesses impairments on credit card loans collectively, as this is the most practical approach given the number of credit card loans, and the average low exposure on each loan. An impair ment assessment is applied to non-performing credit card loans to cover credit losses inherent in portfolios of loans with similar credit risk characteristics when there is objective evidence to suggest that they contain impaired loans. For credit card loans, the Bank considers that there is objective evidence of impairment when a loan or group of loans is 60 days or more past due. In addition the Bank analyses other traits to verify if there is other objective evidence of impairment. An impairment allowance is assessed on the groups of loans, categorised by the number of days past due, or other criteria. In order to estimate the required allowance, assumptions are made to define the way inherent losses are modelled and to determine the required input parameters, based on historical data and current economic conditions. The accuracy of the allowances depends primarily on the estimates of collectability over time. The Bank continuously assesses and monitors the collectability of delinquent loans. In addition, the Bank may also apply allowances for impairment applied to financial assets evaluated individually, if there are particular events that warrant this. The assessment is made upon management’s best estimate of the present value of the cash flows that are expected to be received. In estimating these cash flows, management makes judgements about the nature of the delinquency and the counterparty’s financial situation. Each impaired asset is assessed on its merits, and the work out strategy and estimate of cash flows considered recoverable are independently approved by the Credit Risk function. Determining fair values The Bank determines fair value for its financial assets and liabilities, and for assessing the carrying value of its loans and assets which have been subjected to an impairment assessment by the Bank. Financial asset and liability classification The Bank’s accounting policies provide scope for assets and liabilities to be designated at inception into different accounting categories in certain circumstances: • The Bank has not classified any of its financial assets or liabilities as “trading”. • The Bank has not classified any financial assets or liabilities at fair value through profit or loss. • The Bank has not classified any financial assets as held-to-maturity. Qualifying hedge relationships The Bank has not designated any financial instruments in qualifying hedge relationships. Securitisations The Bank has not securitised any of its portfolio during 2010. 34 Advanzia Bank S.A. Annual Report 2010 4. Segment reporting The Bank only has two main products, credit cards and deposit accounts which both are in the retail banking business line, and mainly operates in Germany and Luxembourg, which in relation to Advanzia’s products may be considered as one geographical area. The Bank is therefore not performing any segment reporting. Furthermore, since the Bank is not quoted nor publicly traded, the Bank is by IFRS 8.2(a) (ii) not required to perform any segment reporting. 5. Net interest income Interest income Interest income is earned on bank placements (including money market placements) and customer loans: In thousands of EUR INTEREST INCOME 2010 2009 Financial institutions 935 1 673 Customers 41 560 37 933 Total interest income 42 495 39 606 Interest income is charged on impaired loans to consumers based on the effective interest rate method. Interest expense Interest expense is paid on loans from banks and customer deposits: In thousands of EUR INTEREST EXPENSE 2010 2009 Financial institutions 0 0 Customers -5 229 -7 858 Total interest expense -5 229 -7 858 6. Net fee and commission income Commission income is made up of interchange fees received from MasterCard and reminder fees charged to credit card customers. Commission expense includes account handling fees paid to banks as well as miscellaneous fees paid to MasterCard. 7. Other operating income Other operating income comprises all income not recorded elsewhere. In 2010, the amount also contains a repayment from a 2008 contribution to AGDL of EUR 366 614, see note 24. 8. Other operational expense Other operating expense is made up of the net worth tax, which amounted to EUR 116 540 in 2010. Advanzia Bank S.A. Annual Report 2010 35 9. Personnel expenses Personnel expenses include wages and salaries as well as social security and other costs. In addition, some employees participate in a defined pension insurance contribution plan. The Bank’s cost for this pension plan including applicable taxes was in 2010 of EUR 83 300 (2009: EUR 0). All pension contributions are paid in apart from applicable taxes, for which a provision of EUR 14 400 has been made. Share-based payment transactions The Bank introduced in 2008 a Participation certificate (PC) program offered to some of the employees as a reward incentive. The issuance of PC’s is done at the Bank’s discretion which may change from year to year. No PC’s have been allocated in 2010. The fair value of the PCs is at balance sheet date assessed to be 0. For further description of the PCs, see note 23. The CEO of Advanzia Bank S.A. was in 2010 awarded 2 252 Employee Stock Options (ESO). The options are vested. In the absence of a market value of these options, the Bank has calculated the theoretical value of issuing these ESOs. The valuation is done by using the Black-Scholes-Merton option pricing model, with the following assumptions: American type call options, no dividend payments foreseen, share price based on the company’s book value at the awarding date of EUR 179, maturity of options on 1st March 2018, volatility based on volatility of peer banks, applying a risk free rate, and an effective strike price of EUR 252,25, and discount of 15% due to non-voting rights and non transferability of the shares. The estimated value for the options is EUR 79 598, which in accordance with IFRS 2, is recorded as a personnel expense in 2010. Please also see note 23 for additional details. 10.General administrative expenses These expenses consist of expenses related to the administration and operations of the Bank, such as office rent and operations, operational lease payments, outsourced services etc., as well as customer acquisition costs. The Bank has future payment commitments arising from rental agreements, service agreements etc., covering multiple years, and which may be summarised as follows: In thousands of EUR less than 1 year 1 - 5 years More than 5 years As at 31st December 2010 1 129 490 0 As at 31st December 2009 929 1 054 0 COMMITMENTS 11.Impairment on financial assets The Bank applies an allowance for impairment on loans that it considers to be impaired. Please see the Risks and Risk management/Basel 2 – Pillar 3 disclosure section and note 3 regarding impairment of loans. In addition, loans that are deemed uncollectible are written off. 36 Advanzia Bank S.A. Annual Report 2010 The losses from impairment and write-offs of financial assets are composed as follows: In thousands of EUR IMPAIRMENT 2010 2009 Impairment (value adjustments) -3 275 -14 015 Write-offs -13 870 -6 633 Total impairments -17 145 -20 648 The Bank completed in January 2010 a write down of collection cases deemed to have low recoverability, amounting to EUR 11,6 million. The Bank had previously made value adjustments of these cases equivalent to the write downs. The write down impacted only the Statement of Financial Position. 12.Income taxes The Bank has at balance sheet date a result on activities before taxes of EUR 8 794 457, which yields a current income tax expense of EUR 2 514 335, when applying the applicable tax rate in 2010 of 28,59%. In addition, the Bank has adjusted the deferred tax asset due to an increase in the corporate tax rate in 2011 (see note 18), resulting in a tax income of EUR 22 191, giving an overall income tax expense in 2010 of EUR 2 492 144. The effective income tax rate for 2010 is 28,34%. Since the Bank has been in an overall loss making situation since start-up in 2005, and these losses are fiscally deductible from future profits (see Significant Accounting Policies, (f)) the Bank has calculated a deferred tax asset (see note 18). Conversely, no income tax will be payable to the tax authorities on the basis of the result in 2010. 13.Cash, balances with central banks This item represents the placements with the Luxembourg Central Bank in order to comply with the Bank’s minimum reserve requirements. The Bank holds no notes or coins at hand. 14.Loans and advances to financial institutions This item includes nostro account balances as well as money market placements (term deposits) with other financial institutions (banks). The money market placements have original maturities between 1 and 6 months. The Bank has pledged a deposit of EUR 11,3 million as collateral for a guarantee given by Fokus Bank, Norway in favour of MasterCard, in order to guarantee Advanzia’s payment obligations towards MasterCard. In thousands of EUR 2010 2009 10 316 2 339 Money market placements 115 633 99 286 Balance at 31st December 125 949 101 625 Nostro account balances Advanzia Bank S.A. Annual Report 2010 37 15.Loans and advances to customers This item includes credit card loans to the Bank’s retail customers as well as a prepayment to MasterCard to cover the settlement of client transactions at balance sheet date. In thousands of EUR 2010 2009 1 503 604 Credit card loans to retail customers 245 795 194 153 Impairment -21 620 -29 920 Balance at 31st December 225 678 164 837 2010 2009 29 920 15 905 -11 575 0 17 145 20 648 Write-offs (net of recoveries) -13 870 -6 633 Balance at 31st December 21 620 29 920 Loans and advances to customers at amortised cost Prepayment to MasterCard Allowances for impairments are estimated as follows: In thousands of EUR Balance at 1 January st Write-down of some delinq. bal. Jan. 2010 (bal. sheet transaction) Impairment loss for the year Charge for the year The Bank completed in January 2010 a write-down of older delinquent balances to 85% of their nominal value, which thus yielded a corresponding reduction of the impairment allowance. This writedown was completed as a balance sheet transaction. The charge for the year represents the change in impairment amount on loan balances that either were or became delinquent during the year. The write-offs reflect the changes to the impairment value for delinquent accounts that are written off, and thus completely removed from the bank’s assets. These write-offs are recorded net of recoveries. 38 Advanzia Bank S.A. Annual Report 2010 16.Tangible assets IT equipment Fixtures and fittings Total Balance at 1st January 2010 246 405 651 Acquisitions 260 9 269 0 -3 -3 Balance at 31st December 2010 506 411 917 Balance at 1st January 2009 147 195 342 99 210 309 0 0 0 246 405 651 Balance at 1st January 2010 131 128 259 Depreciation for the period 97 82 179 Impairment losses 0 0 0 Disposals 0 -3 -3 228 207 435 Balance at 1st January 2009 87 46 133 Depreciation for the period 44 82 126 Impairment losses 0 0 0 Disposals 0 0 0 Balance at 31st December 2009 131 128 259 Net tangible assets at 31st December 2010 278 204 482 Net tangible assets at 31st December 2009 115 277 392 In thousands of EUR Cost Disposals Acquisitions Disposals Balance at 31 December 2009 st Depreciation and impairment losses Balance at 31 December 2010 st Advanzia Bank S.A. Annual Report 2010 39 17.Intangible assets Purchased software Total Balance at 1st January 2010 952 952 Acquisitions 358 358 0 0 1 310 1 310 Balance at 1st January 2009 646 646 Acquisitions 306 306 0 0 952 952 Balance at 1st January 2010 513 513 Amortisation for the period 295 295 0 0 Balance at 31st December 2010 808 808 Balance at 1st January 2009 317 317 Amortisation for the period 196 196 0 0 Balance at 31st December 2009 513 513 Net intangible assets at 31st December 2010 502 502 Net intangible assets at 31st December 2009 439 439 In thousands of EUR Cost Internal development Balance at 31st December 2010 Internal development Balance at 31st December 2009 Amortisation and impairment losses Impairment losses Impairment losses 18.Deferred tax assets The Bank has been in an overall loss making situation since start-up in 2005, and these losses are fiscally deductible from future profits (see Significant Accounting policies (f), and note 12). The Bank’s performance since 2009 indicates that it is likely that these previous losses may be offset against current and future tax payable. The Bank has therefore calculated a deferred tax asset on the accumulated losses at the tax rate prevailing at the respective year ends. For 2010, this claim amounts to EUR 3 043 505 and has been computed at a tax rate of 28,8% which is the new applicable tax rate as of 1st January 2011. 19.Other assets Other assets are made up of prepaid administrative expenses. 40 Advanzia Bank S.A. Annual Report 2010 20.Amounts owed to financial institutions The Bank had a deposit from a financial institution of EUR 5 million as at balance sheet date. 21.Amounts owed to customers All amounts due to customers are repayable on a day to day basis. 22.Other liabilities In thousands of EUR 2010 2009 508 315 Preferential creditors 1 214 1 048 Other provisions 1 140 1 472 AGDL provisions 0 0 2 862 2 835 Short term payables Balance at 31st December Other provisions cover expected payments for goods or services delivered by balance sheet date, and which are foreseen to become payable within the next 12 months. 23.Equity The movements in the capital accounts have been as follows: In thousands of EUR ATTRIBUTABLE TO EQUITY HOLDERS OF THE BANK Share capital Share premium Share-based payment reserve Balance at 1st January 2010 16 279 26 108 0 -13 737 28 650 Issue of employee stock options 0 0 80 0 80 Total comprehensive income (loss) 0 0 0 6 302 6 302 Balance at 31 December 2010 16 279 26 108 80 -7 435 35 032 Balance at 1st January 2009 15 027 24 449 0 -16 211 23 265 0 0 0 2 474 2 474 Increase paid in 1 252 1 570 0 0 2 822 Allocated costs 0 89 0 0 89 16 279 26 108 0 -13 737 28 650 st Total comprehensive income (loss) Balance at 31st December 2009 Loss carried forward Total equity The recorded amount in the share based payment reserve originates from recognising the effect of issuing employee stock options in 2010 recorded at fair value as per IFRS 7, please see description below, as well as note 9. Advanzia Bank S.A. Annual Report 2010 41 Share capital and share premium The share capital, share issue premiums, authorised capital (excluding subscribed share capital) and voting and non-voting shares developed as follows during 2010: Share capital (EUR) Issue premiums (EUR) Authorised capital (EUR) Issued voting shares Issued nonvoting shares 1st January 2010 16 279 387 26 107 686 3 114 088 194 731 15 479 31 December 2010 16 279 387 26 107 686 3 114 088 194 731 15 479 DATE st The sum of share capital and premium amounts to EUR 42 387 073. This amount excludes issue costs related to previous share capital increases. As per IAS 32.37, issue costs related to capital increases are not to be included in the share capital or premium. When including such issuance costs from previous years (in all EUR 141 850), the share premiums would be EUR 26 249 536. The sum of the share capital and premiums would then be EUR 42 528 923, which is the amount recorded in the Luxembourg Registre de Commerce et des Sociétés. As at 31st December 2010 the Bank held 2 252 Class G1 shares which serve as underlying assets for the 2 252 employee stock options (cf. below), with a nominal value of EUR 2 815. These shares were acquired from the CEO of the Bank in December 2009 at zero cost in relation to the establishment of the stock option program, please also see note 9. These shares are to be considered treasury stock, but as a consequence of being valued at no cost, the shares are not reducing the share capital. The authorised capital excludes the subscribed share capital. As at 31st December 2010, the 210 210 issued shares were distributed among the following share classes: SHARE CLASS Number of shares Class A 12 964 Class A1 8 752 Class B 3 287 Class B1 14 561 Class C 115 713 Class D 39 454 Total voting shares 194 731 Class F 7 299 Class G 4 800 Class G1 3 380 Total non-voting shares Total issued shares 42 Advanzia Bank S.A. Annual Report 2010 15 479 210 210 Shares in share classes A-D are voting shares and have a nominal value of EUR 83,50 each. Shares in share classes F-G1 have a nominal value of EUR 1,25 each, and have no voting rights. As at 31st December 2010 management owned 19 361 shares in Advanzia Bank S.A. Dividends Advanzia Bank S.A. has not declared nor paid any dividends for neither 2009 nor 2010. Participation certificates Advanzia Bank S.A. has established a “Participation certificate” (PC) program for its employees, where the PCs under certain circumstances will entitle the holder to a pay-out, which is related to the value of the Bank. The PCs have been distributed to some employees based on seniority and merit. See also note 9. In all, 1 960 PCs have been authorised and as at 31st December 2010, a total of 480 PCs were issued and outstanding to certain employees (2009: 570 PCs). No PCs have been distributed in 2010. The reduction in PCs from 2009 to 2010 is due to departure of employees. The PCs will entitle the holder to a pay-out in the event of an exit (listing, asset sale, share sale) of Advanzia, by mandatory redemption of the PCs or by statutory redemption of the PCs. Mandatory redemption occurs if an employee leaves the Bank in accordance with certain terms (“good leaver” clauses, by own decision etc.), and usually after three years. The Bank has the right, but is not obliged, to perform a statutory redemption of the PCs after six years, and then at a rate of 25% of issued PCs per year. In the event of an exit, the value of a PC will be based on the transactional (i.e. sales) value of the Advanzia shares, with adjustments for interest adjusted paid-in share capital, and the number of outstanding shares and PCs. In the event of a statutory or mandatory redemption, the value of the PCs will be based on the net asset value of the Bank’s assets and liabilities with adjustments for interest adjusted paid-in share capital and statutory minimum reserves, and the number of outstanding shares and PCs. The value of the PCs is subject to and contingent on sufficient available and distributable accumulated profit. As an exit as at 31st December 2010 was neither known nor foreseen, no value can be assessed on that basis. As at 31st December 2010, the fair value of the PCs in the event of redemption would have been EUR 0. As the fair value of the PCs in the event of a statutory or mandatory redemption is contingent on considerable profitability, and that it is currently highly uncertain if sufficient profitability will be reached to give the PCs a value in the time span of three to six years, no value can be assessed on that basis. Employee Stock Options (ESO) The CEO of Advanzia has in 2010 been awarded 2 252 ESOs (cf. note 9). The ESOs underlying assets are 2 252 Class G1 shares in Advanzia Bank S.A. which are issued and outstanding (cf. above). The ESOs are fully vested and may be exercised between 1st March 2013 and 1st March 2018. Advanzia Bank S.A. Annual Report 2010 43 24.Deposit guarantee scheme The Bank is a member of the “Association pour la Garantie des Dépôts, Luxembourg A.s.b.l.” (AGDL). The purpose of the AGDL is to establish a mutual deposit guarantee scheme in favour of the customers of member financial institutions. As a member of AGDL, deposits in Advanzia were in 2010 guaranteed up to EUR 100 000 per individual depositor. The coverage is 100% up to this limit. In the event of a failure of one or several of AGDL’s member(s), the other members are required to contribute on a pro-rate basis in relation to their respective shares of the overall insured deposit amounts. Advanzia has not made any provisions for obligations that may arise from being a member of AGDL. In 2008, the Bank was required to make a contribution of EUR 2 809 839 to AGDL as a result of the failure of the three Luxembourg banks Kaupthing Bank Luxembourg S.A., Glitnir Bank Luxembourg S.A. and Landsbanki Luxembourg S.A. The entire AGDL obligation was recorded as a loss in the accounts of Advanzia in 2008. The Bank received in 2010 EUR 366 614 from AGDL as some of the assets in Kaupthing Bank Luxembourg were recovered, liquidated and redistributed to the AGDL members. This amount is in addition to the EUR 979 831 which was received/reversed in 2009 for the same AGDL obligation. The amount in 2010 is recorded as Other income. See also note 7. 25.Audit fees Provisions for and fees billed to the Bank by KPMG Audit, Luxembourg and other member firms of the KPMG network during the year were as follows: In thousands of EUR AUDIT FEES Audit fees Audit related fees Other fees Total fees (excl. VAT) 2010 2009 134 131 0 5 43 13 177 149 These fees are also subject to a value added tax (VAT) of 15% which is not included in the figures above, and are presented as part of the General administration expenses in the Statement of Comprehensive Income. 26.Staff The average number of persons employed during the financial year by the Bank was as follows: 2010 2009 4 4 Employees 47 46 Total 51 50 Senior Management 44 Advanzia Bank S.A. Annual Report 2010 27.Related parties Parent and ultimate controlling party Kistefos AS, Norway has retained majority control of the shares during the year ended 31st December 2010. Kistefos AS is fully owned by Mr. Christen Sveaas, Norway. Kistefos does not, as per Norwegian GAAP, consolidate its interest in Advanzia. Transactions with board members and key management personnel Except as disclosed elsewhere in the notes to the financial statements, members of the Board of Directors, key management personnel, Kistefos associates and their immediate relatives have transacted with the Bank during the period as follows: In thousands of EUR 2010 2009 1 937 1 378 Pensions 51 0 Loans 16 20 175 70 Remuneration Other commitments Interest rates charged on balances outstanding from related parties are the same as that would be charged in an arm’s length transaction. Credit card loans are not secured and no guarantees have been obtained. No impairment losses have been recorded against balances outstanding during the period with key management personnel, and no specific allowance has been made for impairment losses on balances with key management personnel and their immediate relatives at the period end. RISKS AND RISK MANAGEMENT/BASEL 2 – PILLAR 3 DISCLOSURE Introduction The following section provides an overview and analysis of the risks to which Advanzia Bank S.A. is subject, and how the Bank manages such risks. As a Luxembourg bank, Advanzia Bank is also required to disclose particular information about risks and risk management. This information is commonly referred to as “Pillar 3”. This section also contains the information required for Pillar 3, and the annual report 2010 including this section thus serves as the Pillar 3 disclosure of Advanzia Bank S.A.. Unless otherwise stated, all figures are in euro as at 31st December 2010. Risk management: objectives and policies The Board of Directors has overall responsibility for determining the Bank’s risk appetite as well as the establishment and oversight of the Bank’s risk management framework. Advanzia Bank S.A. Annual Report 2010 45 The Bank’s risk management policies are established to identify and analyse the risks faced by the Bank, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions, products and services offered. The Bank, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment, in which all employees understand their roles and obligations. The Bank has exposure to the following risks: • credit risk • liquidity risk • market risks • operational risks • concentration risks • fraud risks • counterparty credit risk For managing risk, the following principles are followed: • The risk and own funds strategy is executed by the Bank’s management on behalf of the Board of Directors in accordance to the business strategy as well as the type of risk involved. The Board of Directors is responsible for and monitors the execution of the risk and own funds strategy. • For all types of risks relevant to the Bank, clearly defined processes and organisational structures exist, and all the different tasks, expertises and responsibilities follow these. • For the purpose of the identification, measurements, steering as well as supervision of the different types of risk, adequate and compatible processes are determined and implemented. These processes are designed to avoid conflicts of interest. • For all types of risks relevant to the Bank, appropriate limits are set and supervised. • All relevant risks are reviewed and reassessed at various intervals as a part of the Internal Capital Adequacy Assessment Process (ICAAP). Credit risk Credit risk represents the single largest risk within the Bank. Credit risk is the risk of financial loss to the Bank if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Bank’s loans and advances to customers and other banks and investment debt securities. For risk management reporting purposes, the Bank considers and consolidates all elements of credit risk exposure (such as individual obligor default risk, country and sector risk). Management of credit risk The Board of Directors has delegated responsibility for the oversight of credit risk to the Executive Management Committee, which further has delegated the responsibility to the Credit Committee responsible for surveying and assessing credit risk. A Credit Risk Function, reporting to the Credit Committee, is responsible for managing the Bank’s credit risk, including: • Formulating credit policies in consultation with business units, covering collateral requirements, credit assessment, risk grading and reporting, documentary and legal procedures, and compliance with regulatory and statutory requirements. 46 Advanzia Bank S.A. Annual Report 2010 • Establishing the authorisation structure for the approval and renewal of credit facilities. This includes principles for customer acceptance, assignment of initial credit limits on credit cards, and subsequent increases of credit card limits based on exhibited behaviour by the customer and in accordance to estimated risk. Authorisation limits are allocated centrally as part of the automated application process. Larger facilities, or facilities outside the ordinary automated process, require approval by the Credit Risk Officer, Credit Risk Function, Credit Committee, Management Committee or the Board of Directors as appropriate. • Reviewing and assessing credit risk. The Bank assesses all credit exposures in excess of designated limits, prior to facilities being committed to customers by the business unit concerned. Renewals and reviews of facilities are subject to the same review process. • Limiting concentrations of exposure to counterparties. • Providing advice, guidance and specialist skills to other units in the Bank to promote best practice throughout the Bank in the management of credit risk. Regular audits of business units and credit processes are undertaken by internal audit. Exposure to credit risk In thousands of EUR Loans and advances to customers Loans and advances to financial institutions 2010 2009 2010 2009 0 8 0 0 Impaired; 0-30 days past due 104 7 0 0 Impaired; 30-60 days past due 108 2 0 0 Impaired; 60-90 days past due 2 082 2 019 0 0 Impaired; 90-390 days past due 16 702 19 984 0 0 Impaired; 420 days + past due 22 010 24 678 0 0 0 0 0 0 Gross amount 41 006 46 698 0 0 Allowance for impairment -21 620 -29 920 0 0 Carrying amount 19 386 16 778 0 0 19 253 15 718 0 0 3 848 3 753 0 0 23 101 19 471 0 0 Neither past due nor impaired 183 191 128 588 125 949 101 625 Carrying amount 183 191 128 588 125 949 101 625 Carrying amount - amortised cost 225 678 164 837 125 949 101 625 COLLECTIVELY IMPAIRED Impaired; not past due Impaired: Other assessment PAST DUE BUT NOT IMPAIRED 0-30 days 30-60 days Carrying amount Advanzia Bank S.A. Annual Report 2010 47 In addition to the above, the Bank had entered into lending commitments of EUR 839 million (2009: EUR 517 million) with counterparties being neither past due nor impaired. Impaired loans Impaired loans are loans and advances for which the Bank determines that it is probable that it will be unable to collect all principal and interest due according to the contractual terms of the loan. The Bank assesses that credit card loans which are more than 60 days past due are to be considered as impaired, and are fully due. Past due but not impaired loans Past due but not impaired loans are those for which contractual interest or principal payments are past due but the Bank believes that impairment is not appropriate. These are loans, or groups of loans, for which the Bank does not consider that there exists objective evidence of impairment. Allowances for impairment The Bank establishes an allowance for impairment losses on assets carried at amortised cost that represents its estimate of incurred losses in its loan portfolio. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loan loss allowance established for groups of homogeneous assets in respect of losses that have been incurred but have not been identified on loans that are considered individually insignificant as well as individually significant exposures that were subject to individual assessment for impairment but not found to be individually impaired. The Bank assumes that it over time will collect ca. 50% of balances becoming delinquent. The bank is continuously monitoring the development of its recoverability. Write-off policy The Bank writes off a loan and any related allowances for impairment losses, when the Bank deter mines that the loan or security is uncollectible. This determination is reached after considering information such as the occurrence of significant changes in the borrower’s financial position such that the borrower can no longer pay the obligation. Please see note 11 regarding a particular write-down of certain delinquent accounts. The Bank does not hold any collateral for its credit card loans, or other loans. In general, credit card loans are well diversified and small (usually maximum up to EUR 10 000, and on average EUR 1 132 at balance sheet date). The Bank also follows a policy of maximum concentration per individual borrower or group of borrower. 48 Advanzia Bank S.A. Annual Report 2010 In addition, the Bank monitors concentrations of credit risk by sector and by geographic location. An analysis of concentrations of credit risk from loans and advances at the balance sheet date is presented below: In thousands of EUR Loans and advances to customers Loans and advances to financial institutions 2010 2009 2010 2009 Banks 0 0 125 949 101 625 Retail 225 678 164 837 0 0 Total 31st December 225 678 164 837 125 949 101 625 224 407 163 336 8 089 1 774 1 271 1 501 117 860 99 851 225 678 164 837 125 949 101 625 CONCENTRATION BY SECTOR CONCENTRATION BY LOCATION Germany Luxembourg and other EU/EEA countries Total 31st December Concentration by location for loans and advances is measured based on the location of the borrower. Trading assets The Bank did not hold any trading assets, including derivative assets held for risk management purposes. Settlement risk The Bank’s activities may give rise to risk at the time of settlement of transactions and trades. Settlement risk is the risk of loss due to the failure of an entity to honour its obligations to deliver cash, securities or other assets as contractually agreed. Due to the limited number of operations, the limited size of transactions the Bank considers its settlement risk to be negligible, and considers that proper operational routines are sufficient to mitigate the risk. Financial institutions Advanzia only places its spare liquidity with other banks that are all to be individually assessed and for larger exposures, also to be approved by the board of directors. These are banks that have minimum requirements with respect to ratings (long-term, senior, unsecured ratings), and are mostly to be considered as “systemic banks”. In addition, Advanzia has in 2010 imposed limitations on maximum placements with each financial institution (25% of own funds, and applying risk weights in accordance with the Pillar 1 solvency risk weightings). The Bank was as at balance sheet date also compliant with the requirements in CSSF Circular 2010/475 regarding large exposures, and no exposure (without applying any risk weights) to a group of counterparties exceeded 100% of own funds. Fraud risk Credit cards may be subject to fraudulent misuse, which usually can be categorised into application fraud (where the identity of the card holder is incorrect), or usage fraud (which often is a result of Advanzia Bank S.A. Annual Report 2010 49 hacking or skimming). For the card industry in general, losses due to credit card fraud have increased over the last years. This is caused by offenders being better organised and using more sophisticated methods to commit fraud. Advanzia has over the past years made several investments and taken measures to combat both types of above-mentioned fraud. These measures include the so-called MasterCard SecureCode, which was fully completed in 2010, as well as commencing the replacement of credit cards with EMV (electronic chips) cards in 2010. Both measures, as well as others, have clearly had positive impacts for Advanzia, as the fraudulent amount measured as ratio of card turnover has decreased from 0,62% in 2009 to 0,27% in 2010. Liquidity risk Liquidity risk is the risk that the Bank will encounter difficulty in meeting obligations associated with its financial liabilities. Management of liquidity risk The Bank’s approach to managing liquidity is to ensure, as far as possible, that it will always have suffi cient liquidity to meet its liabilities when due as well as at all times maintain the statutory minimum liquidity requirement, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Bank’s reputation. The Bank projects cash flow from all its operations and activities on a daily basis for the next three to four months. Cash flow estimates beyond this time frame are based on budget. The Bank then maintains a portfolio of short-term liquid assets, largely made up of short-term liquid investment securities, loans and advances to banks, to ensure that sufficient liquidity is maintained within the Bank as a whole. The daily liquidity position is monitored and regular liquidity stress testing is conducted under a variety of scenarios covering both normal and more severe market conditions. All liquidity policies and procedures are subject to review and approval by the Management Committee and the Board of Directors. Weekly reports cover the liquidity position and main cash flows, and liquidity is also covered further in the Bank’s monthly report to the Board of Directors. The Bank relies on deposits from customers as its primary source of funding. The deposits from customers are repayable on demand. The short-term nature of these deposits increases the Bank’s liquidity risk and the Bank actively manages this risk through maintaining competitive pricing and constant monitoring of market trends. On an aggregate level, the customer deposits exhibit a high degree of stability. During 2010, customer deposits in savings products increased by 28%. Exposure to liquidity risk The key measure used by the Bank for managing liquidity risk is the ratio of net liquid assets to short term liabilities from customers. For this purpose, net liquid assets are considered as including cash and cash equivalents. The same calculation is used to measure the Bank’s compliance with the liquidity 50 Advanzia Bank S.A. Annual Report 2010 limit established by the Bank’s regulator, CSSF. Details of the reported Bank ratio of net liquid assets to deposits from customers at the reporting date and during the reporting period were as follows: 2010 2009 At 31st December 42% 45% Average for the period 44% 48% Maximum for the period 49% 52% Minimum for the period 41% 45% Residual contractual maturities of financial liabilities 31 ST DEC 2010 Carrying amount Gross nominal inflow/ outflow Less than 1 month 1-3 months 3 months to 1 year 1-5 years More than 5 years 5 000 -5 001 -5 001 0 0 0 0 Deposits from customers 328 915 -329 427 -329 427 0 0 0 0 Unrecognised loan commitments 838 829 -838 829 -838 829 0 0 0 0 1 172 744 -1 173 257 -1 173 257 0 0 0 0 Carrying amount Gross nominal inflow/ outflow Less than 1 month 1-3 months 3 months to 1 year 1-5 years More than 5 years 0 0 0 0 0 0 0 Deposits from customers 257 310 -257 688 -257 688 0 0 0 0 Unrecognised loan commitments 516 734 -516 734 -516 734 0 0 0 0 774 044 -774 422 -774 422 0 0 0 0 In thousands of EUR NON-DERIVATE LIABILITIES Deposits from banks 31 ST DEC 2009 In thousands of EUR NON-DERIVATIVE LIABILITIES Deposits from banks The previous table shows the undiscounted cash flows on the Bank’s financial liabilities and unrecognised loan commitments on the basis of their earliest possible contractual maturity. The Bank’s expected cash flows on these instruments vary significantly from this analysis. For example, deposits from customers are expected to maintain a stable or increasing balance, and only a very small amount of unrecognised loan commitments (i.e. the unused portion of credit card limit) may be expected to be drawn down immediately. The Gross nominal inflow / (outflow) disclosed in the previous table represents the contractual undiscounted cash flows relating to the principal and interest on the financial liability or commitment. Advanzia Bank S.A. Annual Report 2010 51 Market risks Market risks are the risks that changes in market prices, such as interest rates, equity prices, foreign exchange rates and credit spreads (not relating to changes in the obligor’s/issuer’s credit standing) will affect the Bank’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. Advanzia’s exposure to interest rate risk is fairly limited. The Bank minimises this risk by matching the duration (time until the interest rate may be adjusted) of the interest bearing assets with the duration of the interest bearing liabilities. The Bank’s main asset class is net credit card loans and bank deposits with short duration. The card lending rates may be changed at any time. The main liabilities are client deposits, on which the rates may also be changed on short notice, thus changes in the two may be matched as needed. Under any circumstance, credit card loans and client deposits are usually not subject to sudden large (but short-lived) aberrations in the underlying money market interest rates, which may occur on rare occasions, and the Bank is thus in practice shielded from such shocks. The Bank also has placements with other banks, either on nostro accounts or as money market placements (term deposits), but the duration of the latter is usually kept at less than three months, and are thus considered to be in line with the main other interest bearing asset/liability classes. The Bank monitors and reports interest rate risk (using duration gap analyses), and has also pre-established levels to stay within (a cumulative duration gap of maximum 20% within 365 days). Management of market risks Overall authority for market risks is vested in the Finance Department, which is responsible for the development of market risk management policies (subject to review and approval by the Board of Directors) and for the day-to-day review of their implementation. As the Bank has no trading portfolio, there is no market risk associated with this. As Advanzia only operates in euro, and holds no positions in other currencies, the Bank does not need to recognise or manage any currency risk. A few suppliers may invoice in currencies other than euro, but these are immediately translated to euro, and the currency risk as such is negligible. Exposure to interest rate risk The principal risk to which non-trading portfolios are exposed is the risk of loss from fluctuations in the future cash flows or fair values of financial instruments because of a change in market interest rates. Interest rate risk is managed principally through monitoring interest rate gaps and by matching the duration of the assets and liabilities. 52 Advanzia Bank S.A. Annual Report 2010 A summary of the Bank’s interest rate gap position as at balance sheet date is as follows: 31 ST DEC 2010 Carrying amount Less than 3 months 3-6 months 6-12 months 15 811 15 811 0 0 0 0 Loans and advances to banks 125 949 92 507 33 442 0 0 0 Loans and advances to customers 225 678 225 678 0 0 0 0 Total interest bearing assets 367 438 333 996 33 442 0 0 0 5 000 5 000 0 0 0 0 Deposits from customers 328 915 328 915 0 0 0 0 Total interest bearing liabilities 333 915 333 915 0 0 0 0 Gap 33 523 81 33 442 0 0 0 Cum. gap 33 523 81 33 523 0 0 0 9,1% 0,0% 9,1% 0 0 0 Carrying amount Less than 3 months 3-6 months 6-12 months 15 656 15 656 0 0 0 0 Loans and advances to banks 101 625 101 625 0 0 0 0 Loans and advances to customers 164 837 164 837 0 0 0 0 Total interest bearing assets 282 118 282 118 0 0 0 0 0 0 0 0 0 0 Deposits from customers 257 310 257 310 0 0 0 0 Total interest bearing liabilities 257 310 257 310 0 0 0 0 Gap 24 808 24 808 0 0 0 0 Cum. gap 24 808 24 808 0 0 0 0 8,8% 8,8% 0 0 0 0 In thousands of EUR Note Cash and cash equivalents Deposits from banks Cum. gap (%) 1-5 More than years 5 years 31 ST DEC 2009 In thousands of EUR Cash and cash equivalents Deposits from banks Cum. gap (%) Note 1-5 More than years 5 years The cumulative gap (%) is calculated in relation to interest bearing items, measured at amortised cost. The management of interest rate risk against interest rate gap limits is supplemented by monitoring the sensitivity of the Bank’s financial assets and liabilities to various standard and non-standard interest rate scenarios. Standard scenarios that are considered on a monthly basis include a 100 basis Advanzia Bank S.A. Annual Report 2010 53 point (bp) parallel fall or rise in all yield curves worldwide and a 50 bp rise or fall in the greater than 12-month portion of all yield curves. An analysis of the Bank’s sensitivity to an increase or decrease in market interest rates, assuming no asymmetrical movement in yield curves and a constant balance sheet (Statement of Financial Position) position, is at balance sheet date as follows: 100bp parallel increase 100bp parallel decrease 50bp increase after 1 year 50bp decrease after 1 year At 31st December 192 -192 0 0 Average for the period 112 -112 0 0 Maximum for the period 192 3 0 0 Minimum for the period -3 -192 0 0 At 31st December 161 -161 0 0 Average for the period 107 -107 0 0 Maximum for the period 173 -36 0 0 Minimum for the period 36 -173 0 0 137 -137 0 0 80 -80 0 0 Maximum for the period 137 2 0 0 Minimum for the period -2 -137 0 0 115 -115 0 0 76 -76 0 0 Maximum for the period 123 -26 0 0 Minimum for the period 26 -123 0 0 In thousands of EUR SENSITIVITY OF PROJECTED NET INTEREST INCOME 2010 2009 SENSITIVITY OF REPORTED EQUITY TO INTEREST RATE MOVEMENTS 2010 At 31st December Average for the period 2009 At 31st December Average for the period Interest rate movements affect reported equity due to increases or decreases in net interest income and the fair value changes reported in profit or loss. Operational risks Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Bank’s processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Bank’s operations. The Bank’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Bank’s reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity. 54 Advanzia Bank S.A. Annual Report 2010 The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each business unit. This responsibility is supported by the development of overall standards for the management of operational risk in the following areas: • requirements for appropriate segregation of duties, including the independent authorisation of transactions • requirements for the reconciliation and monitoring of transactions • compliance with regulatory and other legal requirements • documentation of controls and procedures • requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified • requirements for the reporting of operational losses and proposed remedial actions • development of contingency plans and disaster recovery plans • training and professional development • ethical and business standards • risk mitigation, including insurance where this is effective. Compliance with bank standards is supported by a programme of periodic reviews undertaken by internal audit. The results of internal audit reviews are discussed with the management of the business unit to which they relate, with summaries submitted to the senior management of the Bank. The amount to be set aside for operational risk as at 31st December 2010 was EUR 3 308 846, using the “Basic Indicator Approach” (BIA). Concentration risk Given the limited individual balances (on average around EUR 1 100) and the large diversification of credit card clients, Advanzia does not consider that there is material concentration risk related to this product. The same applies to client deposits, which again are limited in average and maximum amount, and well diversified in number. The bank is applying limitations to the aggregate placements with other credit institutions or groups of other credit institutions. As at balance sheet date, the bank was also in compliance with the new CSSF Circular 10/450 on large exposures, and had no exposures exceeding 100% of regulatory capital (cf. below). There may be some product concentration risk as Advanzia is deriving most of its income from one product line (credit cards). Disaster Recovery Plan/Business Continuity Plan For the purpose of a disaster recovery and the planning of the business continuity a crisis team and an IT emergency plan are in place. Different crisis invoking events are covered such as the long-term failure of the IT systems or disruption of the communication channels. The disaster recovery and business continuity plan are updated in response to changes on an ongoing basis in the business environment. The IT Department reviews the plan at least annually. Advanzia Bank S.A. Annual Report 2010 55 Capital management Regulatory capital The Bank’s regulator, the Commission de Surveillance du Secteur Financier (CSSF) sets and monitors capital requirements for the Bank. According to applicable regulations relating to capital adequacy, credit institutions are required to dispose of sufficient capital resources to cover different types of risks. The minimum legal requirement is 8% of own funds (following CSSF’s definition) in relation to its risk weighted balance. With effect from 1st January 2008 the Bank is complying with the provisions of the Basel 2 framework in respect of regulatory capital. The Bank is following the standardised approach to credit risk and the Basic Indicator Approach for operational risk, in order to calculate the Basel 2 Pillar 1 minimum requirements in 2010. The Bank’s regulatory capital is analysed into two tiers: • Tier 1 capital, which includes ordinary share capital, share premiums, retained earnings, after deductions for goodwill and intangible assets, and other regulatory adjustments relating to items that are included in equity but are treated differently for capital adequacy purposes. • Tier 2 capital, which includes qualifying subordinated liabilities, collective impairment allowances (limited to those credit portfolios where the standardised approach is used under Basel 2). During the financial year and as at balance sheet date, the Bank had no tier 2 capital. Various limits are applied to elements of the capital base. Qualifying tier 2 capital cannot exceed tier 1 capital; and qualifying term subordinated loan capital may not exceed 50% of tier 1 capital. There are also restrictions on the amount of collective impairment allowances that may be included as part of tier 2 capital. Banking operations are categorised as banking book, and risk-weighted assets are determined according to specified requirements that seek to reflect the varying levels of risk attached to assets and off-balance sheet (Statement of Financial Position) exposures. As noted above, Basel 2 introduced a risk-weighted asset requirement in respect of operational risk. The Bank’s policy is to maintain a sufficient capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The impact of the level of capital on shareholders’ return is also recognised and the Bank recognises the need to maintain a balance between the higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position. The Bank has complied with all externally imposed capital requirements throughout the period. 56 Advanzia Bank S.A. Annual Report 2010 The Bank’s regulatory capital position at 31st December was as follows: In thousands of EUR TIER 1 CAPITAL Note 2010 2009 Ordinary share capital 23 16 279 16 279 Issue premium 23 26 108 26 108 Share based payment reserve 23 80 0 Loss carried forward 23 -7 435 -13 737 Less intangible assets 17 -502 -440 -3 044 -4 409 31 486 23 801 0 0 31 486 23 801 Other regulatory adjustments TIER 2 CAPITAL Qualifying subordinated liabilities Total regulatory capital The Share based payment reserve is included in the Tier I capital, as the cost related to this has been included in the Personnel expenses, and thereby affected Loss carried forward accordingly. Please see notes 9 and 23. The item Other regulatory adjustments is the allowance for first-time IFRS adoption on 1st January 2008, which consists of the effect of recognising the deferred income tax as an asset, and subsequent adjustments for reductions in this asset. Compliance with respect to capital adequacy (Pillar 1 and Pillar 2) (a) Pillar 1 Management uses regulatory capital ratios in order to monitor its capital base, and these capital ratios remain the international standards for measuring capital adequacy. The regulator’s approach to such measurement based upon Basel 2 is now primarily based on monitoring the relationship of the capital resources requirement (measured as 8 percent of risk-weighted assets including the operational risk allowance) to available capital resources. The capital ratio (Pillar 1) as at 31st December 2010 was 13,0% (2009: 14,5%). (b) Pillar 2 (ICAAP) The Bank has submitted its 2010 Internal Capital Adequacy Assessment Process (ICAAP) document proposal. The regulator has in 2010 reverted to the Bank’s ICAAP document. Advanzia will submit its ICAAP document for 2011 during 2011, as per regulatory requirements. During the ICAAP process in 2010, Advanzia has been following a strategy of assessing all risk aspects available, and considered their relevance. The Bank is to a larger degree also quantifying its assessments based on experience data. The Bank assesses its ICAAP on a monthly basis, which is reported to the Board of Directors. Advanzia Bank S.A. Annual Report 2010 57 The ICAAP adjusted own funds at 31st December 2010 were EUR 30,6 million, which then gives a Pillar 2 ratio of 12,7%, (2009: 13,8%), being above the board approved target of 8%, and within the predefined risk appetite of Advanzia. Capital allocation Given the limited operational scope and product lines of the Bank, the Bank does not perform an internal capital allocation procedure. The Bank’s policy in respect of capital management and allocation is reviewed and approved by the Board of Directors. Munsbach, Luxembourg 12th April 2011 Mrs. Beatriz Malo de Molina Chairman of the board Dr. rer. pol. Thomas Schlieper Dr. Thomas Altenhain Deputy chairman of the board Mr. Tor Erland Fyksen 58 Advanzia Bank S.A. Annual Report 2010 Mr. Christian Holme Advanzia Bank S.A. Annual Report 2010 59 60 Advanzia Bank S.A. Annual Report 2010 Advanzia Bank S.A. 9, rue Gabriel Lippmann Parc d’Activité Syrdall 2 L-5365 Munsbach Luxembourg