1 annual report 2010 Hypoteční banka, as
Transcription
1 annual report 2010 Hypoteční banka, as
annual report 2010 Hypoteční banka, a.s. Hypoteční banka, a.s. 1 Mortgage Yearbook Contents 02 Who we are 05 The mortgage marke t mir rors the econom y 14 The mortgage market in 2010 18 2010 in Hypot eční banka at a glan ce 20 Hypoteční ban ka 34 Report of the Board of Directors 40 Statutory bod ies 42 Cor porate gov ernance 45 Financial sec tio n Hypoteční banka, a.s. 1 Who we are Mission Vision We are a profita ble, modern an d specialized bank with a dist inguished name offering an optimal spectrum of mor tgage pr oducts, in particular in th e field of financi ng real proper ty intended for liv ing of our custom er s. Thanks to our professiona l services and he lp fu l approach to clients and ou r business partne rs we set the tone in mor tgag e banking. Creed We are a fair bank. 2 Annual Report 2010 We chleielpnts our h ousing. with Values › Sensibility › Cooperation › Openness › Ambition admiration d n a t c e p s e R › › Reliability nd enjoyment a m is im t p O › Profile Hypoteční banka, a.s. was established on 10 January 1991. Its registered office is in Prague. The Bank has 27 branches nationwide, of which 13 are regional. Hypoteční banka does not operate any foreign branches. Since 2007 Hypoteční banka has been number one on the Czech mortgage market in the segment of new mortgage loans for individuals. In addition, it is a leader in the total volume of mortgage loans provided to individuals. 27 branches. Brief history Hypoteční banka, a.s., has been operating on the Czech market for nearly 21 years. In the past 16 years it has specialized in providing mortgages and helping customers make their dreams about a home come true. It was founded as a universal, regional commercial bank. In 1994, Investiční a Poštovní banka, a.s. (IPB) became its majority shareholder and the Bank again changed its name to Českomoravská hypoteční banka and moved its headquarters from Hradec Králové to Prague. In 1995 it was awarded a license for issuing mortgage bonds as the first domestic bank. Five years later, following IPB’s sale, ČSOB, a.s., controlled by Belgium’s KBC Group NV, became the Bank’s new majority shareholder. Hypoteční banka adopted its current business name in 2006 and has retained it to date. Since 2009 ČSOB, a.s. has been the sole shareholder of Hypoteční banka. 17,010 17,439 39,636 28,443 28,629 119,813 136,759 145,070 2009 2010 2008 2009 2010 2008 2009 2010 Volume of receivables due from clients (in CZK million) 21,152 Volume of approved mortgage loans (in CZK million) 2008 Number of approved mortgage loans Hypoteční banka, a.s. 3 Who we are ly The on t in lis specia ch e the Cz c! Republi Key operations Hypoteční banka specializes in the provision of mortgage loans on the Czech market. It provides mortgages predominantly to individuals. Its branch network offers banking services related to mortgage financing; the Bank also maintains crown-denominated current accounts pertaining to the provision and repayment of mortgage loans. Aside from providing services through the branch network, Hypoteční banka also offers its products in cooperation with strategic partners - ČSOB, Poštovní spořitelna and Českomoravská stavební spořitelna. Hypoteční banka collaborates with a number of outside mortgage and financial advisors. To finance its operations, the Bank issues mortgage bonds, executes crown-denominated transactions on the interbank money market, and accepts crowndenominated deposits from major depositors. 4 Annual Report 2010 164,811 163,243 1,171 1,389 1,848 49.0 40.2 38.9 2009 2010 2008 2009 2010 2008 2009 2010 Capital adequacy (in %) 138,177 Profit/loss after tax (in CZK million) 2008 Balance sum The mortgage market mirrors the economy How did Hypoteční banka fare in the arduous year 2010, and what lies ahead of it in 2011? What was the real estate market trend in the Czech Republic and how is the market expected to develop in the coming year? What is the trend of real estate prices? What hurdles were financial advisors faced with and how important is their role for Hypoteční banka? What is the anticipated movement of interest rates on mortgage loans? What has been the most positive factor of the Czech mortgage market over its existence? Four members of Hypoteční banka’s Board of Directors answer these and many other questions on the following pages. We present expert opinions of experienced bankers: Jan Sadil, Board of Directors Chairman and Chief Executive Officer; Petr Hlaváč, Board of Directors Vice-Chairman and Chief Credit Officer; Vlastimil Nigrin, Board of Directors member and Chief Business Officer; and Martin Vašek, Board of Directors member and Chief Finance Officer. 15 years on market the mortgage Hypoteční banka has been a mortgage specialist for 15 years. At the time of its inception, mortgage loans were a marginal option for most of home buyers. Hypoteční banka has significantly contributed to making this product play a key role in the housing market nowadays. Hypoteční banka, a.s. 5 The mortgage market mirrors the economy Jan Sadil: Our team does not shun hard work What was the mortgage market trend in 2010? It started at a slower pace than we anticipated, but the second half of the year surpassed our expectations. We are satisfied, as the year unraveled quite well. For instance, the volume of new mortgages reached exactly the projected level. How do you see the mortgage market development in 2011? This is always hard to predict. We are definitely going to face stiff competition, but we are determined to retain our position of mortgage market leader. It won’t be easy, so 2011 is certain to mean hard work, as every year. Fortunately, that is nothing new for us, we are accustomed to working hard. Financial targets Market share Number one on the market Was the past year successful for Hypoteční banka, and if so, what was key to the success? 2010 was definitely successful for the Bank, in almost all respects. We met and even surpassed financial targets, we managed well the current portfolio, we sustained a high market share and the position of number one on the mortgage market. In particular I value that the 2010 results show no segment where we would demonstrably fail. Why is it so? I believe it stems from our strategy and, of course, the performance of our staff who are the foundation of our success. They have maintained long-term relations between each other and with our business partners and clients, based on the Bank’s values. That is very beneficial for all. What have been the major changes in the mortgage market in the past 15 years? I think everything has changed. Fifteen years ago, there were only four mortgage loan providers and the mortgage market only began to grow. Today, there are 17 mortgage lenders, and due to the maturity and knowledgeability of clients, the Czech mortgage market has caught up with Europe’s developed markets. We are proud that Hypoteční banka has helped to substantially shape and support the market from the very beginning. Are you preparing any strategic changes? No strategy is fixed and, similarly to other firms, we make some modifications from time to time. But in principle, such modifications do not reroute our strategy. We have been and want to remain a bank specializing in mortgage loans. That is the core of our operations. What personally have you found most gratifying in 2010? What is most gratifying for me is Hypoteční banka the way it is – our staff, our corporate culture and the environment we share. I can’t forget an outdoor event organized for the Bank’s entire staff, which was the best example of our team’s skills demonstrated not just inside the Bank but also in a difficult terrain. That was a very enjoyable and strong experience for me. 6 Annual Report 2010 1996 Looking back over the past fifteen years, I can especially see a huge amount of work carried out by all those who actively influence living. I am happy that in Hypoteční banka, we have jointly formed a strong company with a recognized name, a good partner for our clients and business partners. Together with our strategic partners from the ČSOB Group and other mortgage providers, we have created a stable market environment. Many companies and entities on the construction market that influence not only how people live in the Czech Republic, but also what the Czech Republic looks like in general, are very visible. And reflecting on this, I cannot ignore our clients, whose satisfaction reflects to a certain degree the success of our work. And since I have an everyday opportunity to see how we help our clients live, I can say the past fifteen years have been good fifteen years. And as regards myself personally, I have lost some hair and gained several children, but that’s the way life is . Jan Sadil Board of Directors Chairman and Chief Executive Officer 2010 Hypoteční banka, a.s. 7 The mortgage market mirrors the economy Petr Hlaváč: Risk management based on prior years’ experience. What major developments did 2010 bring in risk management? The trend prevailing in 2009 continued throughout 2010. In terms of risk management, we adopted a number of measures, specifically in the segment of loan approval, resulting in tighter rules for provision of risky mortgages. With hindsight, we can say that we took a step in the right direction and we intend to preserve a more prudent approach in the future. Real estate price index HB INDEX One of the frequent topics was stabilization of real estate prices. What trend did you see in 2010? Last year surely saw an overall stabilization of real estate prices. Although the end of 2009 indicated that the prices of properties would continue to fall, the reality turned out more favorable and the price decline has stopped. This trend has been proved by our structured data; for a year we have been monitoring the real estate price index. Some segments do show a decrease, but a very small one. Conversely, prices of land plots grew last year. What are your expectations for the coming years? That’s a very complex question. It remains to be seen whether real estate prices will be impacted by the scheduled change in the VAT rate and the related acceleration of demand for new properties. On the whole, real estate prices are likely to remain stable with slight growth potential. What about the debt collection process? Two years ago we created conditions for a total overhaul of the debt collection process and last year was instrumental in terms of implementing these changes. We focused in particular on late collections and we set up a new team composed mainly of attorneys specialized in debt collection. The first results show it was the right approach to the problem. What changes has risk management undergone in the past five years after you joined Hypoteční banka? Quite a lot has changed. The key changes ensued from the implementation of Basel II standards that led to using scoring systems, models for determination of expected credit losses. In addition, we have improved the methodology of creating provisions against risks, credit losses, etc. These are the practical benefits of the implementation of Basel II in the bank risk management. In the future, we can expect a continuation of this process through implementation of Basel III that will also reflect the experience of the recent financial crisis. 8 Annual Report 2010 Petr Hlaváč Board of Directors Vice-Chairman and Chief Credit Officer 1996 Looking back over the past 15 years is so interesting. Fifteen years ago I had no clue what credit risk was, while today I am fully responsible for it in Hypoteční banka. Fifteen years ago I played the guitar occasionally at a bonfire or on a hiking trip or the piano at home and was not thinking about playing with a band. Today, we play big beat with Hypoband almost regularly and have a rather large audience (from Hypoteční banka ). Fifteen years ago I had no children, and today I have four. Fifteen years ago I had a lot of hair, and today there is not much left. 2010 And I could go on. I think that much has changed with and around me. But many things have remained the same – I still like my work, just like fifteen years ago I enjoy working with people and feel happy when they are satisfied, be it colleagues in the bank, our clients, partners or my family. Hypoteční banka, a.s. 9 The mortgage market mirrors the economy Vlastimil Nigrin: Cooperation with independent financial advisors is instrumental to distribution What was the past year like in terms of the sales network? Our branches focus on cooperation with outside partners, therefore the conditions on the market of financial advisors had an impact on branch operations. We sold more mortgages, insurance policies and open accounts year-on-year. We have considerably strengthened our branch network by opening a new regional branch in Prague 5 that has been very successful from the start. The Prague market is of key importance for us. We have also executed positive changes in Mladá Boleslav, where we expanded the sales premises, and in Znojmo, where we opened a brand new branch. Great success! How did 2010 turn out in view of independent financial advisors? It was a successful year for them, too, as the mortgage market went ahead full speed in the latter part of the year. A year-on-year increase recorded in total mortgage loans sparked optimism among the intermediaries. FINALLY, I’d like to add, since the years 2008-2009 had not been easy for independent financial and mortgage advisors and there were huge fluctuations. But 2010 showed stabilization in their ranks and zeal to launch new projects. Has the role of advisors changed in any way since the beginning of the mortgage market? Of course it has, and in a profound way. Originally, using intermediaries in distribution of mortgage loans was not part of the plan. But gradually there were entities that established themselves by specializing in a specific market segment, such as the developers segment. Similarly to the insurance and building savings market, or pension funds, financial advisors have been increasingly active in the mortgage business and nowadays are an integral part of it. They are in an excellent position to assess offers of more banks, which provides considerable added value to potential mortgage clients. Experienced sales representatives are equally important for us, bankers. We confer with them about the processes and specifications pertaining to our banking products. Are you designing some new products for them? Part of our strategy is the slogan: A Partners’ partner. Just so it doesn’t stay on paper only, in 2010 we launched an extensive Partners’ Partner Program (PPP). We have seen the first results this year already, such as new “Hypolisty” for external advisors, the continued segmentation of sales agents, new benefits, working with feedback, and receiving fewer complaints about commission payments. We are preparing another improvement of mortgage loan processing. These are not changes conceived at the headquarters, but based on field work and meetings with the best advisors, which tend to be very open and inspirational. Cooperation with intermediaries continues to be instrumental to our distribution network. 10 Annual Report 2010 In 1995, the Czech mortgage market was born again, accompanied with the emergence of mortgage providers and their clients. The picture would not be complete without mortgage agents. And synergies – offers from banks, demand by clients and services of financial brokers – have shaped the mortgage market into the form we know now. The product portfolio has grown significantly, interest rates have repeated their natural cycle several times, and the quality of customer services has increased in corporate offices as well as among independent financial advisors and agents. Along with the changing bank offer and client preferences, the organization and method of work of mortgage advisors have been changing as well. Those 15 years have been interesting but what matters most is today. I am sincerely happy that the possibilities offered to clients today are huge, from product and service parameters to client services. There are banks and their offices. There are highly specialized as well as universal consultancies. There are smaller firms, mostly with a regional reach. There are also advisors – individuals. And there are direct client services provided by phone and electronic media. I am convinced that clients can get the best information anywhere, helping them create a good picture of the rather complex area of mortgages, so they could make an informed decision on the funding of their new living. And I am happy that Hypoteční banka is able to combine all these types of client services wonderfully. 1996 2010 Vlastimil Nigrin Board of Directors member and Chief Business Officer Hypoteční banka, a.s. 11 The mortgage market mirrors the economy Martin Vašek: People have regained confidence in reasonable indebtedness What do you think was the principal driver of the mortgage market last year? In a sense, the mortgage market mirrors the economy, and so it was heavily influenced by the improved outlook regarding the economic development, stabilization of the previous GDP drop, and an end to unemployment growth. Pessimism disappeared, interest rates fell, and the banks were more inclined to provide loans. What is of equal importance that people regained confidence in reasonable indebtedness, and it all contributed to the positive trend in the mortgage market as a whole. As for interest rates, their decline slowed in the fall and almost ceased at the year-end. It is only logical as the price of longer-term monies began to rise in October and with it the banks’ expenses related to refinancing. What trend in interest rates on mortgage loans do you expect in the coming year? We do not have any crystal ball in Hypoteční banka, but it appears there is no more room for a further drop in interest rates. Base rates of central banks have fallen to an all-time low and inflation pressures will force the banks to respond and raise the rates again. The interaction between base interest rates and mortgage loans is fairly loose, but the price of longer-term monies has been rising for weeks now. As a result, interest on mortgage loans is likely to go up. What are Hypoteční banka’s sources of funding? Our funding mix has not undergone any substantial changes since 2009. Our primary financial sources are acquired from long-term issues of mortgage bonds, which are a secure and much sought-for source of revenue for investors and a well-proven funding source for us. After all, we are the leading provider of mortgage loans and also the leading issuer of mortgage bonds. In addition, we get funding from interbank loans and interbank deposits, primarily from the parent ČSOB Group. What do you think was most beneficial for the Czech mortgage market during its 15-year existence? I think the mortgage market benefited most from the wide popularity of mortgage loans among the clients. The public has come to appreciate mortgages as they found out it was the best method to finance their homes and fulfill their dreams. That has been a fundamental change in the public perception that has thoroughly transformed the Czech mortgage market. 12 Annual Report 2010 1996 Fifteen years ago I was leaving the happy secondary-school years and was entering the uncertain waters of real life. When I later worked and travelled overseas, which is something I would recommend every young student to do, I would have never thought that my career would be linked to the ČSOB Group and Hypoteční banka. Actually, I couldn’t have, the green logo was not even born yet. I knew for sure that I was interested in finance and my professional steps would be in this sector. Looking in hindsight, I am happy that the Czech banking and financial world can be boldly compared to welladvanced financial markets. And it was this stability of the Czech banking sector that helped the Czech economy sail through the waters of the economic crisis successfully. And I believe the sails of the Czech banking and mortgage funding markets will catch good winds even in the years to come. Among many other positives, this would especially benefit our clients. Martin Vašek Board of Directors member and Chief Finance Officer 2010 Hypoteční banka, a.s. 13 The mortgage market in 2010 In 2010, the Czech mortgage market was still impacted by the economic crisis of the previous year. Notably the initial months of the year saw a year-on-year decline in the number and volume of mortgage loans provided. Despite mortgage loan providers’ apparent interest in lending, media coverage in particular and the related reduced client appetite for borrowing contradicted customer demand. In the first quarter of 2010, mortgage lending fell by 10% year-on-year. The decline in provided mortgage loans got reversed in May 2010 when the volume of new loans showed year-on-year growth. This was not a short-term change, but the growth trend continued throughout 2010. The second quarter ended with a slight increase of 2% year-on-year in the volume of provided loan mortgages, which jumped to 26% in the third quarter and to a fast growth rate of 44% in the last quarter of 2010. This accelerated growth at the year-end stemmed from a number of factors, primary from an increased demand for new homes and the low comparison base in the end of 2009. r-end The y ea cessful. was suc The 14-day repo rate announced by the Czech National Bank (ČNB), which serves as an indicator of the interest rate level in the national economy, fell by 25 percentage points to 0.75% in May 2010. However, the repo rate has no immediate impact on the real interest rates on mortgage loans. The rate stayed at the all-time low for the rest of 2010. In the course of the year, interest rates applied to newly provided mortgage loans kept falling, primarily due to promotional events introduced by mortgage providers. According to Hypoindex statistics, in January 2010 new mortgages were provided at an average market interest rate of 5.52% p.a., whereas in December 2010 the rate fell to 4.23% p.a. The pace of the interest rate tumble fluctuated during the year, but toward the end it slowed down. According to Ministry for Regional Development statistics, the total volume of new mortgage loans amounted to CZK 84.8 billion in 2010, representing 15% year-on-year growth. The number of new mortgage loans also grew by 15% to a total of 50,775. The average mortgage loan remained almost unchanged in 2010 at CZK 1.67 million. In terms of the volume of new mortgage loans provided, 2010 was the fourth most successful year in the 15-year history of the Czech mortgage market. In 2010, Hypoteční banka sustained the leading position on the market of new mortgage loans. The Bank’s market share stayed above 30% for the entire year and accounted for 31.9% at the year-end. Komerční banka was number two provider of mortgage loans on the Czech market with a 23.2% market share recorded at the end of 2010. The third largest provider of new mortgage loans in the Czech Republic was Česká spořitelna with a 17.1% market share at the end of 2010. The sum of market shares of the four leading providers of mortgage loans in the Czech Republic was 86.6% at the year-end, according to the statistics of the Ministry for Regional Development. 14 Annual Report 2010 Since the average interest rate on new mortgage loans in 2009 climbed above 5% p.a., in 2010 young people aged up to 36 could continue to apply for state subsidies for new mortgages. The subsidy amounted to 1 percentage point of the interest rate and was granted for purchases of older houses or apartments. The financial support is limited to a maximum amount of CZK 800,000 for an apartment purchase and up to CZK 1,500,000 for a home with one housing unit. In 2010, state subsidies were applied to some 1,561 mortgages and applicants received in excess of CZK 2 billion. Number one on the market. Since the start of mortgage lending by banks in the Czech Republic, Czech citizens received 501,545 mortgage loans totaling CZK 748.3 billion, statistics of the Ministry for Regional Development show. The amount of due principals of mortgage loans provided to individuals totaled CZK 481.1 billion at the end of 2010, and the amount of due principals of mortgage loans provided to individuals for housing totaled CZK 426.4 billion, says the same source. At the end of 2010, Hypoteční banka topped domestic mortgage loans providers with a 28.4% share in due principals of mortgage loans provided to individuals, and a 29.9% share in due principals of mortgage loans provided to individuals for housing. others No major changes in refinancing mortgage loans were made in 2010. Pessimistic forecasts that clients who took out mortgage loans in the strong years 2005-2007 would en masse seek refinancing of their loans with other banks did not come to pass. Conversely, it was apparent that the proportion of refinancing remained stable and that mortgage providers offered their clients fair business terms and services. Real estate prices stabilized in 2010. In some locations, real prices of selected properties fell, and in other locations prices rose. The overall trend in real estate prices can be described as either stagnating or stabilizing. In the second quarter of 2010, demand for real estate began to slightly grow. The product offer in the segment of mortgage financing did not change significantly in 2010. Some providers introduced products with variable interest rates, but a bulk of new mortgage loans had fixed interest rates, most frequently for three or five years. In 2010, some lenders picked up some pre-crisis practices and included riskier products in their product portfolios, such as loans with a 100% collateral value, mortgages without proof of income, etc. The current product offer of mortgage loans in the Czech Republic is so broad that it meets all customer requirements pertaining to home financing. Building savings loans, which in some respects compete with mortgage loans, saw higher interest rates in 2010, mainly interests on bridging loans, whereby the number and volume of provided building savings loans declined by 12% year-on-year. In total, 113,611 nonbuilding savings loans were provided in 2010 in the amount of CZK 57.8 billion. At the end of 2010, there were 17 banking entities providing mortgage loans in the Czech Republic. 2010 marked 15 years from the actual start of mortgage financing. Mortgages had been subject to dramatic changes during that time, stemming from regulatory bodies, mortgage lenders and, above all, customers. A safe and comfortable home is every person’s dream. It need not be a home in their ownership because rented homes have always been an available alternative to purchased homes. Nonetheless, purchased homes are becoming increasingly popular. Hypoteční banka, a.s. 15 The mortgage market in 2010 Hypoteční banka took part in mortgage financing right at the start, at that time under the name Českomoravská hypoteční banka, which was one of the first local banks to obtain in September 1995 a license to issue mortgage bonds. Hypoteční banka showed the direction to other Czech banks and, over the past 15 years, has been the trend-setter in mortgage banking. In this period, major changes have been introduced and applied to the product and service offerings, interest rates, customer service, the quality of advisory, amount of required documentation, time needed for mortgage approval, average amount of mortgage loans, and the number and volume of provided mortgage loans. The highly competitive environment of the Czech mortgage market has contributed to shaping the changes that benefited, most and foremost, the clients. In some adjusted data, such as the amount of mortgage loans per capita or the ratio of the mortgage volume to GDP, the Czech mortgage market still lags behind Europe’s developed countries. These shortcomings result from the short span of the market’s existence. On the other hand, the pace of catching up with the developed European markets is sufficient evidence that the Czech mortgage market is functional and even inspirational for other European and global markets. The positive phenomenon in the Czech mortgage market’s history is that it has not experienced any major shake-ups and that the real estate market has not been impacted by an unnatural price development and bubble creation. All this demonstrates the outstanding quality of the mortgage environment built jointly by mortgage loan providers, independent financial advisors, clients and the broad professional community. Selected mortgage loan indicators for 1995 vs. 2010 1995 loans to ortgage LTV ratio M rate Interest olume Market v ed of requir Number ts n e docum period approval Average cts and of produ Number indicators max. 70% ca. 11% 1.17* ca. 10 ne within o month ng ing, includi ed for hous loans provid *Mortgage s legal entitie 4 2010 Mortgage loan s to LTV ratio Interest rate Market volum e Number of re quired documents Average appr oval period Number of pr oducts and indicators 100% ca. 4.5% 58.9** ca. 6 (4) within one w eek 28 **Mortgage loa ns for 1-3Q 16 Annual Report 2010 1996 Lada Henclová Independent mortgage advisor Looking back at the past fifteen years, I realize with joy that those years have been happy, full of new experience and learning as the financial sector has been changing. I have been working in financial consultancy since 1994; in 2002 I linked my professional career with Hypoteční banka because I found the professional and forwardlooking approach to clients as well as to us, sales agents, very appealing. This balance has survived until now and is one of the reasons why my work has also become my hobby and pastime. A bank, it is not just excellent methodology, top-quality variable products, fast-paced processes and perfect PC programmes for sales personnel; a bank is especially a team of people. And if everything works fine within the team, we can fund each client’s living with a smile. 2010 For me, a satisfied client is the biggest motivation for further work, and Hypoteční banka is simply very dear to me. Hypoteční banka, a.s. 17 2010 in Hypoteční banka at a glance 1 2 3 4 5 Valentine mortgage 6 Spring advertising campaign Forming the Marketing Analyses department Zlatá konference (Gold Conference) spring mortgage Hypotéka po webu Opening the Prague 5 branch 15 years of Hypoteční banka – corporate events 1995 1998 -Bank is awarded an operating - Change of strategy license – end of corporate -Bank is licensed to issue lending, focus on FO, mortgage bonds municipalities and -Bank is transformed into housing co-operatives a specialized bank (13 branches + 150 IPB branches) 18 2005 2007 2009 - Change of name to Hypoteční banka and company logo -ČSOB becomes a 100% shareholder - Mortgage of the Year award -Production up 44% year-on-year - Mortgage of the -Bank becomes No. 1 in the volume Year award of new loans - Mortgage of the Year award 1996 2003 2006 2008 2010 - First 1997 mortgage bond issue - Market share exceeds 50% - Jan Sadil appointed Chairman of the Board of Directors and Chief Executive Officer -Launch of the multibranding concept -Strategic target set out to regain No. 1 position in new mortgage loans -Bank adopts the Mortgage Code -Best-quality client service according to a Market Vision survey - HB’s website places first in its category in WebTop100 for the third time in a row - 2010 Hypotéka po webu scores in the Bank of the Year contest Annual Report 2010 7 8 9 10 11 Fee holiday 3 years since moving to new Radlice headquarters 12 Bank-wide outdoor event Autumn advertising campaign Hypoden for the second time Company website wins a WebTop100 award Mortgage of the Year award in the Bank of the Year competition New model of client lending Opening show of photographs from the Bank-wide outdoor event Christmas party Implementation of an amendment to the Consumer Loans Act 15 Years of Hypoteční banka – Product events 2001 2003 2005 2007 - P-plus introduced tied to PRIBOR - E-archive launched (electronic document administration) - Mortgage loan without proof of income launched - Special mortgage for foreigners launched - Hypotéka on-line launched - Solvency insurance offered - Principle of guaranteed rates equal for all clients introduced in September - Free remote access to the Real Estate Cadaster 2002 2004 2006 2008 2009 - 100% mortgage - Mortgage loans Progres and Degres - 3-year, 10-year and 15-year fixations offered - American mortgage - Mortgage for co-op housing - Free 30-day interest rate guarantee introduced - Fee-free mortgage loan - Express fee cancelled - Express apartment valuation offered for free - Unit-linked mortgage introduced - Hypotéka po webu launched - New service: Extra 10% installment allowed Hypoteční banka, a.s. 19 Hypoteční banka Unambiguously, 2010 was a year of success for Hypoteční banka. The targets it set out were met: the Bank effortlessly retained its position of the largest provider of new mortgage loans and reaffirmed its leadership in overall mortgage lending. Hypoteční banka maintained the top place on the mortgage market not just on the national scale, but also in all regions of the Czech Republic. Its business policy of multi-branding has proved to be both unique and effective. The most significant synergic effects of multi-branding are sufficient market coverage, exploitation of business opportunities, and ensuring satisfaction of clients, employees, business partners and shareholders. Hypoteční banka has been fully entitled to dub itself the Mortgage Number One. Multi-branding In 2010, the multi-branding policy centered on collaboration with strategic partners of the ČSOB Group. Hypoteční banka provides mortgage loans through its own branch network with nation-wide operations. Hypoteční banka’s branches provide services to end clients and external business partners. In addition to traditional distribution channels, the Bank has been developing direct sales via the Internet, namely a product marketed under the name Hypotéka po webu (Mortgage via web). Strategic partner brands, including ČSOB, Poštovní spořitelna and Českomoravská stavební spořitelna (ČMSS), provide mortgage loans through their own sales networks, whereby Hypoteční banka backs them as a specialized mortgage “factory”. This business model was further developed in 2010 with the aim to boost quality and effectiveness of the business partnerships. 20 Annual Report 2010 To meet the ambitious business and financial targets, Hypoteční banka had to work hard in 2010. The pace of the mortgage market accelerated only gradually and did not show comparable growth until the second half of the year. As a market leader, Hypoteční banka was challenged by tough competition from an array of mortgage providers. In their effort to get a larger chunk of the mortgage cake, both minor and traditionally strong players adopted an aggressive pricing policy and reduced interest rates. Thanks to its staff, Hypoteční banka succeeded in this complex game by offering a high-quality product range meeting all needs of home financing. The employees’ expertise, experience and motivation helped develop long-standing cooperation with business partners based on mutual trust, reliability and transparency. Without its employees, Hypoteční banka would never become number one in the sector and a valued specialist providing top services to its clients and business partners. Products In 2010, Hypoteční banka’s product portfolio was not significantly modified. The Bank emerged from the crisis period of 2008 and 2009 without any major reduction in offerings, which was highly appreciated by both clients and business partners. It is understandable then that, at a time when the economy began to recover and grow again, Hypoteční banka has retained the portfolio unmodified. The Bank offers an optimum range of mortgage financing products providing clients and business partners with comfortable solutions to all home financing needs. This approach is one of the facets of specialization that sets Hypoteční banka apart from competition. A mortgage loan is a medium- to long-term loan, repayment of which including interest is secured by a lien placed on a property, including a property under construction. The mortgage loan may be used for purchase, renovation or construction of real estate, settlement of property ownership pertaining to real estate or a share in a co-operative, and transfer of membership rights and obligations or repayment of a membership stake (co-operative share). In addition, Hypoteční banka offers an option of combining a mortgage loan with capital life assurance, unit-linked insurance or investing in securities. A non-purpose-tied mortgage loan, so-called “American mortgage”, can be used for any purpose. Hypoteční banka as a specialist offers clients a broad range of optional parameters to choose from, such as mortgage amount, type of repayment, type of mortgage, etc. Mortgages are provided for up to 70%, 85% or 100% of the value of real estate. Another option is Co-operative housing mortgage, i.e. a purpose-tied loan for purchasing a co-operative share or renovation of a co-op apartment. In this case, collateral must always be real estate other than the mortgaged real estate. Another product, Mortgage without proof of income, does not require the applicant to submit standard documents to prove income enabling loan repayment. When choosing the No-fee mortgage, the customer is not required to pay the fees related to loan execution and administration as these are reflected in the interest rate and may be included in tax deductions. 5 %, 100% 8 , % 0 7 LTV quent Most fre Clients may also choose various types of repayment, such as classic annuity installments, progressive or degressive repayment. A frequently used supplementary product is Nonpurpose part of a mortgage loan which, together with a mortgage, allows a certain amount of funds to be obtained for non-specified purposes at the same interest rate. The client may repay this part to the bank anytime with no sanctions, pursuant to the Act on Consumer Loans. Hypoteční banka, a.s. 21 Hypoteční banka Organization Hypoteční banka’s organizational structure has been relatively stable. A new Marketing Analyses department was set up in 2010 with the aim to gather, analyze and assess information on market conditions and Hypoteční banka’s client portfolio. Another newly formed department, Lending Policy and Risks, is in charge of methodology support and oversight of product and service risks. In June 2010, Hypoteční banka opened a second Prague regional branch (Prague 5) to improve services for clients and business partners. The foregoing organizational changes evidence Hypoteční banka’s focus on paying increased attention to clients, business partners and risks. Risk management In the risk management area, Hypoteční banka benefited from the changes initiated in the previous years. Forming a new department, Lending Policy and Risks, expanding the capacity of departments involved in risk transactions, restructuring debt collection processes, and quality system and application support were only a part of internal measures that were necessary to adopt for improving the loan portfolio quality. Regular monitoring and predictive management of all inherent risks is one of the cornerstones of every bank’s operations, particularly in the current volatile economic conditions. A targeted identification of potential risks provides early warnings and allows avoiding potential threats to the Company. For the foregoing reasons, Hypoteční banka places an emphasis on identifying, monitoring and eliminating business risks. All measures and processes pertaining to risk management are governed by a Board of Directors-approved and annually updated Risk Management Strategy, which is described in more detail in the Company documents. For its internal needs, Hypoteční banka groups risks it encounters in its business operations into several categories: credit risk, interest rate risk, liquidity risk, operating risk, market risk and concentration risk. With regard to Hypoteční banka’s product portfolio and typical market segments, credit and interest rate and operating risks are the critical risks. Risk identification, ongoing monitoring and assessment is performed by specific departments of Hypoteční banka, namely the Collections department, the Risk Management and Compliance department, and the Lending Policy and Risks department. The Finance Management department is the executive section for active balance management. The Board of Directors receives regular reports on the Bank’s actual risk levels. The Bank’s credit risk and its management are assigned to the Collections department and the Lending Policy and Risks department, which primarily work to prevent the occurrence of credit risk. The Collections department also administers and settles classified receivables. Close cooperation of the Collections department with the Bank’s other departments helps improve the credit process in the long run and mitigate the risks arising from the Bank’s business operations. Reports on the credit portfolio risk levels are regularly discussed at meetings of the Board of Directors and the Supervisory Board. In addition, Hypoteční banka works closely with ČSOB and KBC in managing credit risk. The no less critical interest rate risk arises from unpredictable fluctuations of interest rates on the financial markets, which may result in a sudden drop in interest income due to a different time structure of interest-sensitive assets and liabilities. Hypoteční banka monitors its interest rate risk exposure with the help of the BPV index method derived from the ČSOB Group methodology. In 2010, the Bank used solely internal hedging to 22 Annual Report 2010 Fifteen years is a rather long time in the life of a man as well as that of a company. Over fifteen years, a newborn grows to be a secondary-school student. Over fifteen years, Českomoravská hypoteční banka has become a mortgage market leader, a specialized banking institution whose importance reflects not only the balance sum, but in particular the formation and development of the Czech mortgage market. Thinking back 15 years, I am happy I had the chance to personally witness the formation of the new mortgage market in the Czech Republic, at that time as the Assistant Director of Mortgage Trading in Agrobanka Prague. Work for Českomoravská hypoteční banka had a profound impact on my professional career. Without the work and activity of all people working in Hypoteční banka in the past as well as at present, the Czech mortgage market would not look as we know it now. Without clients, who trusted Hypoteční banka with their huge decisions influencing their whole lives, and without cooperation with external partners, Hypoteční banka would be much different from what it is now. 1996 I wish Hypoteční banka many satisfied clients and partners as well as active, creative and satisfied customers and shareholders. And also much business success, endurance, humility and resolve to be the best in the mortgage market competition in the future. A secondary-school student will then become the student of a mortgage university of Central European importance. 2010 Jan Kruntorád Chief Executive Officer and Board of Directors Chairman GEPARD FINANCE a.s. Hypoteční banka, a.s. 23 Hypoteční banka manage and sustain an acceptable level of interest rate risk, consisting mainly of making an active impact on the volume and time distribution of items in balance sheet liabilities and assets so as to ensure the tightest possible correlation of interest-sensitive assets and liabilities in specific time zones. Liquidity risk is less critical for Hypoteční banka, which focuses on ensuring liquidity for redeeming mature mortgage bonds and other resources used for loan refinancing. To monitor liquidity risk, Hypoteční banka uses the cumulative liquidity GAP and, at the same time, set liquidity crisis parameters are being calculated to indicate the Bank’s liquidity status. As a rule, client deposits are not accepted (with the exception of deposits by major depositors and deposits serving to secure credit products); similarly, standard payment services are not provided to customers. The Bank’s branches focus primarily on commercial activities (provision of new loans, information, etc.), thus there is no risk of a sudden outflow of deposits. Operating risk permeates across all operations of the Bank and, according to the definition, is comprised of losses resulting from inadequacy or failure of the internal processes, the human factor, or the Bank’s systems, or the risk of losses due to outside events, including the risk of losses due to a breach of or non-compliance with legal regulations. All Bank employees are obligated to strictly observe the set in-house rules and regulations and conduct themselves in a way to prevent possible losses. In addition, they are obligated to report operating risk exposure events to the relevant department. The operating risk agenda is centrally managed by the Risk Management and Compliance department, which monitors all reported risk occurrences and provides methodological support. In selected departments with high-level exposure, LORMs (Local Operating Risk Managers) were appointed who are responsible for monitoring exposure to and identifying operating risks. The LORMs also collaborate in dealing with other specific tasks pertaining to operating risk. Naturally, the Bank is faced with other types of risks in conducting business, e.g. business and strategic risks. Business risk entails the risk of a sudden significant drop in market opportunities and a subsequent decline in revenues. Strategic risks may result in permanent changes to the Bank’s organizational structure or to its position on the financial and real estate markets. Other risks include risk of loss of good reputation, risk of tax system changes, and real estate-related risks. All these risks are closely monitored and managed by the Board of Directors. Hypoteční banka has no exposure to market risk, i.e. the risk of loss of the business portfolio as a result of price, exchange rate, and financial market rate changes, since it does not maintain a business journal and all its transactions are denominated in Czech crowns. The value of the credit portfolio quality in 2010 was comparable with the average values of the financial market as a whole. The good results achieved by Hypoteční banka prove that the measures adopted and planned in the risk management segment have been adequate. 24 Annual Report 2010 Hypoteční banka brandname Fifteen years ago, mortgage loans were of marginal interest for both customers and professionals. Hypoteční banka played a key role in boosting the demand for home financing. After shortening its business name and focusing on target groups, the Bank continued its effort to improve the public awareness of mortgage loans. The growing popularity of mortgage loans goes hand in hand with the increasing awareness of the Hypoteční banka brand, which in 2010 reached a level comparable with strong banking organizations providing universal services. The mortgage specialist brand has earned an even higher prestige with the professional business community – independent financial advisors and intermediaries. Contributing to this success were targeted advertising campaigns utilizing proven media formats and also some lesstraditional communication models, specifically digital media. Hypoteční banka’s website won an award for the best web design in the prestigious WebTop100 competition four times in a row. In addition to awards won in segment categories, Hypoteční banka also scored a number of prizes for implementing specific marketing instruments boosting business, notably Hypotéka po webu, which in 2010 was subject to more innovations streamlining the process of mortgage loan application via the Internet. 4X excellent success! Hypoteční banka is perceived as a specialized, customer-friendly and trustworthy bank. Its typical graphic design using illustrated images for communication with clients, business partners and the broad professional community aptly presents the Bank’s services and highlights its specialization. The green color, as one of the permanent features of Hypoteční banka’s communication style, reaffirms the perception of the Bank as a fresh and modern organization. A strong brandname has been one of the pillars of Hypoteční banka’s business success. 2005 2009 First online mortgage Hypoteční banka, a.s. 25 Hypoteční banka Employees 1! We are No. Staff is the pillar of every successful company. This applies to Hypoteční banka as well. A stable and well-coordinated team of mortgage specialists is backed by the Bank’s clearly formulated and communicated basic principles. The mission and vision of Hypoteční banka has been in force for more than five years and an overwhelming majority of the employees are not just familiar with them, but frequently applies them. In 2009, Hypoteční banka’s values were added that became natural guidelines for day-to-day work. To make the set of basic principles complete, in 2010 Hypoteční banka updated its strategy for the next three years. The strategy devised in 2006 for the 2007-2009 period was fulfilled in all key segments. A revised strategy for 2010-2012 does not fundamentally differ from the previous one. Hypoteční banka will continue to provide mortgage loans for individuals’ housing needs, it aspires to remain the market leader, and it will focus on its external staff, external partners, new and current clients, and employees. In addition, Hypoteční banka will conduct business with the objective to increase the Bank’s value. Although the strategic targets have not changed significantly, it is crucial that in 2010 the Bank’s strategy was conveyed to all employees in a clear and entertaining form of a short film, in which the Bank’s management evaluated the recent period in terms of meeting strategic targets and introduced a strategy devised to facilitate achieving the set goals in the coming three years. As good strategy has to cover the entire organization, the film showed specific strategies for the Bank’s individual departments. The employees thus received comprehensive information about what’s ahead for Hypoteční banka. In the spirit of the corporate culture comprising openness, sensibility, cooperation, reliability, ambition, respect, recognition, enjoyment and optimism, representing Hypoteční banka’s characteristic values, all employees had an opportunity to speak with members of the Board of Directors. The spontaneity of the debate was evidence that the Bank has truly adopted these values and that its strategy is what Hypoteční banka’s staff inherently trusts and what provides an invaluable guidance for them in their everyday work. Training is an ongoing employment policy priority. Employees have access to a variety of specialist training sessions, organized through its in-house lecturers or outside contractors, workshops, conferences, language courses, etc. The comprehensive training system comprises standard forms of developing professional, character and management skills. Aside from training, Hypoteční banka supports fostering team collaboration through organizing informal retreats and after-work meetings. Part of the employee benefit program offered to the Bank’s employees are practical benefits, such as access to discounted financial products and services of the ČSOB Group and partner suppliers. Also within the employee benefit program, increased attention is being paid to the employees’ health. The Bank offers preventive health care provided by a contractual medical facility, distributes vitamins and financially contributes to massages for the staff. To strengthen the values of Hypoteční banka, it is important to seek activities that clearly declare and manifest those values. As in previous years, in 2010 staff members could openly provide feedback through the co-called Evaluation 360. Several online chats were conducted with management. Traditionally, a Christmas party was held at the end of the year in a friendly and informal atmosphere. A music group Hypoband, composed of the Bank’s employees, performed at the party. An extraordinary experience for more than half of Hypoteční banka’s employees was an outdoor event organized for the entire staff. This time it had a philanthropic mission and comprised volunteer work. In September 2010, 250 Bank employees lent a hand to improve the surroundings of the Brno state castle Veveří. For two days they worked with shovels and 26 Annual Report 2010 1996 I remember very well what was going on fifteen years ago because I had just finished my studies and graduated from the Faculty of Operations and Economy at Mendel University of Agriculture and Forestry in Brno. In September 1996 I started working as an assistant auditor in KPMG, where I worked in several positions on audits of manufacturing and trading companies, mostly with Germanspeaking owners. I came to Hypoteční banka in 2004, three months before its name was “truncated”, to work as an internal auditor. Since March 2005, I have been in charge of internal audits for the whole bank. I am happy to be employed by Hypoteční banka – a successful, open bank with a great approach to people. Apart from work, a lot has changed in my life – I have changed my surname, my husband and I have taken a mortgage and bought a family house, and so on :-). Jitka Narovcová Director of Internal Audit 2010 Hypoteční banka, a.s. 27 Hypoteční banka pick-axes to trim the green space around the castle, remove weeds and wild bushes. The joint mission not just fostered the team spirit and was good fun, but also helped prepare a slope adjacent to the Castle for sowing grass. Hypoteční banka also made a financial contribution to renewing the grass area around the castle. It was the first major joint volunteer activity organized by the Bank for its employees, and it was a great success. Partners’ Partner Cooperation between Hypoteční banka and its external business partners has been almost as long as the Bank’s history. It is one of the pillars upon which Hypoteční banka’s current market success is built. As mortgage is a fairly complex financial product, Hypoteční banka provides its employees and external business partners alike with top methodological support, which is instrumental in processing the most complicated business deals in a swift manner and in utmost detail. First, outside partners are regularly trained in the area of mortgage financing products. In addition, training sessions are organized in regions to make them accessible for all sales agents directly at the locations of their operations. Aside from training, Hypoteční banka also maintains a methodology support hot line. Hypoteční banka pays increased attention to communication with external partners. Personal relations of branch managers, directors of the headquarters’ specialized teams and top management are backed by an online portal offering external partners a host of practical guidelines for making the most of business potential. The best sales representatives gather at a number of joint events organized by Hypoteční banka with the aim to present key information from its day-to-day operations, mortgage market and economic trends. To boost the effectiveness of business collaboration, all Hypoteční banka’s business partners are grouped into segments reflecting their needs and market position. Specialists from the Strategic Alliances team focus primarily on the development of business cooperation within ČSOB Group. Key account managers from the External Networks team are in charge of partners with their own sales networks, whether specialized in mortgages or providing universal services pertaining to broad financial advisory. Specialists in Hypoteční banka’s branches cooperate with partners conducting regional business. These business partners are grouped into segments according to the scope of business collaboration. The Bronze Partners segment includes potential agents who are interested in collaboration with Hypoteční banka but have yet to develop it sufficiently. The Silver Partners segment comprises external sales representatives showing promising potential. Partners capable of transforming their potential into high-quality cooperation with Hypoteční banka are promoted to Gold Partners. The most efficient external partners have the privilege of membership in Hypoteční banka’s Platinum Club. None of the segments of Hypoteční banka’s external partners is closed; conversely, possibilities of elevation to a higher-level club are wide open. The only decisive factor is the scope and quality of cooperation with Hypoteční banka. Membership in Hypoteční banka’s segments yields benefits for the partners. The best are eligible for special benefits, such as all kinds of discounts, an option to set up special advisory centers, marketing and communication support, participation in workshops, social events and meetings with Board of Directors’ members, sharing employee benefits provided by Hypoteční banka and ČSOB Group, and an array of other benefits. Hypoteční banka highly values collaboration with its business partners. The results of such partnerships prove that this collaboration has been successful. Hypoteční banka is the partners’ partner. 28 Annual Report 2010 The Group ČSOB and ČSOB Group profile Brief history of ČSOB 1964ČSOB founded by the state as a bank providing services in foreign trade financing and free currency transactions, operating on the then Czechoslovak market. 1993After the split of Czechoslovakia, ČSOB continues operations on both the Czech and Slovak markets. 1999Privatization of ČSOB, Belgium’s KBC Bank becomes ČSOB’s majority owner. 2000ČSOB takes over Investiční a Poštovní banka (IPB). 2007After the buyout of minority stakes, KBC Bank becomes ČSOB’s sole stockholder. 2007ČSOB headquarters moves to a new green building in Prague – Radlice for 2,600 employees (Building of the Year in 2007). 2008Slovak branch of ČSOB transformed as at 1 January to an independent entity, controlled through KBC Bank holding 100% of voting rights. Československá obchodní banka, a.s. (ČSOB) operates in the Czech Republic as a universal bank. It represents the key entity of the ČSOB financial group and is 100% controlled by KBC Group. In the retail banking segment, the Company maintains two brand names – ČSOB and Poštovní spořitelna. All customer segments comprising retail clientele, small and mediumsized businesses and corporate and institutional clients are served via the branch network of ČSOB, Poštovní spořitelna’s financial centers and Česká pošta’s post offices. The ČSOB branch network offers, aside from its own products and services, a complete range of the ČSOB Group products and services. Both ČSOB and Poštovní spořitelna also provide services through distribution channels within ČSOB Group and various direct banking distribution channels. As an entity subject to Czech legislation, ČSOB’s operations are governed by regulations applicable in the territory of the Czech Republic, and are regulated primarily by the Act on Banks, Act on Capital Market Undertakings and the Commercial Code. KBC B O S Č HB Hypoteční banka, a.s. 29 Hypoteční banka ČSOB Group ČSOB Group is the leading provider of financial services in the Czech Republic. ČSOB is a multi-purpose bank offering its customers a broad range of banking products and services, including products and services of other companies affiliated in ČSOB Group. ČSOB Group’s product portfolio is comprised of financing housing-related needs (mortgages and building savings loans), insurance products and pension funds, collective financing products, asset management and specialized services (leasing and factoring). ČSOB Group operates on the Czech market through its subsidiaries and under four major brandnames, specifically ČSOB, Poštovní spořitelna, Hypoteční banka and ČMSS. ČSOB Group serves all types of customers - individuals, small and medium-sized businesses and corporate and institutional clientele. ČSOB Group groups its business operations into the following segments: retail clientele and small and medium-sized businesses (SME); corporate clientele; ALM and financial markets; the Group headquarters. Since KBC’s acquisition of ČSOB in 1999, integration of both Groups has intensified, allowing for utilization of business synergies, such as customer distribution channels, system integration, exchange of professional knowledge and experience, and launching new products. The integration also involves ČSOB’s adoption of IFRS reporting standards, applying KBC’s policies in management reporting, risk management and internal audit. One of the key integration outcomes is provision of ICT services to the ČSOB Group and implementation of a centrally controlled ICT system by the entire KBC Group in 2009. Total assets in the amount of CZK 885.1 billion and net profit for 2010 of CZK 13.6 billion, reported as at 31 December 2010, rank ČSOB Group among the three leading banking groups operating in the territory of the Czech Republic. As at 31 December 2010, ČSOB Group’s client deposits totaled CZK 596.1 billion and client loans CZK 401.9 billion. For annual reports and other information on ČSOB and ČSOB Group, go to www.csob.cz. ČSOB Group key figures As at 31 December 2010 Headcount (adjusted)1) Customers 7,641 >4 million Payment cards (Bank) 2,043 thousand Branches and client centers 581 ČSOB retail/SME branches 237 ČSOB corporate branches 11 PS financial centers 53 Other 280 2) Česká pošta points of sale Cash machines 3) ca 3,260 782 Notes: 1) Adjusted number (FT). The figure does not include the employees who were transferred to KBC GS Czech Branch. 2) Including branches of Hypoteční banka, client centers of ČMSS, and branches of ČSOB Leasing and ČSOB Pojišťovna. 3) Customers may receive cash through the CashBack service at cash registers of Albert and COOP supermarkets and ČeproEuroOil filling stations. 30 Annual Report 2010 KBC Group profile ČSOB is a wholly-owned subsidiary of KBC Bank. The sole owner of KBC Bank is KBC Group. KBC Group is an integrated, bank-assurance group that focuses primarily on retail clientele, small and medium-sized businesses and medium-sized corporations. KBC Group holds a prominent position in its home markets in Belgium and in five countries of Central and Eastern Europe (Czech Republic, Slovakia, Poland, Hungary, and Bulgaria), but it conducts business in other countries and regions worldwide. At the end of 2010, KBC Group served some 12 million customers in its home markets and had staff of more than 50 thousand employees (adjusted). KBC Group shareholders As at 31 December 2010 (%) KBC Ancora 23 Cera 7 MRBB (Farmers’ association) 13 Other core shareholders 11 KBC Group companies 5 Tradable shares 41 Total 100 Source: www.kbc.com KBC Group key figures As at 31 December 2010 Total assets EUR billion 320.8 Client loans and receivables EUR billion 150.7 Client deposits and debt certificates EUR billion 197.9 Net profit EUR billion 1.9 Sustainable net profit EUR billion 1.7 Tier 1 indicator, KBC Group (under Basel II) % 12.6 Expenses to revenues ratio (C/I, sustainable) % 56 For more information, go to www.kbc.com Long-term rating As at 31 December 2010 Long-term rating Fitch Moody’s S & P KBC Bank A Aa3 A KBC Insurance A - A KBC Group NV A A1 A- For more information, go to www.kbc.com. Hypoteční banka, a.s. 31 Hypoteční banka ČSOB as the controlled and controlling person Within the KBC Group and ČSOB Group, ČSOB operates as both the controlled and controlling person, pursuant to Commission Regulation (EC) No. 809/2004. ČSOB is the controlled person. The sole shareholder of ČSOB is KBC Bank NV (Business Registration No. 90029371). The sole shareholder of KBC Bank is KBC Group NV (Business Registration No. 90031317). The registered office of KBC Bank and KBC Group is at Havenlaan 2, B-1080 Brussels (Sint-Jans Molenbeek), Belgium. KBC Bank and KBC Group control ČSOB on the basis of holding 100% of voting rights ensuing from KBC Bank’s ownership interest in ČSOB. The Bank has strictly adhered to legislation applicable in the Czech Republic which prevents any misuse of the control. In the period from 1 January 2010 to 31 December 2010, ČSOB was not in possession of any treasury shares or shares of KBC Bank and KBC Group. ČSOB is also the controlling person. Information about companies controlled by ČSOB as at 31 December 2010 pursuant to Section 66a of the Commercial Code are listed in chapter ČSOB Group companies. ČSOB is independent of any other company in the Group. Major companies of KBC Group in the Czech Republic Freely tradable shares Core shareholders 59% 1), 2) 41% 1) (as at 31 December 2010) KBC Group 100% 100% KBL EPB 100% KBC Bank 100% KBC Insurance KBC GS Org. unit 99.84% KBC Securities 100% 100% 75% 25% Patria Finance ČSOB ČSOB Pojišťovna 3) KBC GS CZ Česká republika Notes: Figures in the chart represent a share in the Company’s equity. 1) Source: www.kbc.com 2) Including 5% of shares held by KBC Group’s companies. 3) Share in voting rights of ČSOB Pojišťovna is as follows: 40% ČSOB, 60% KBC Insurance. A detailed overview of KBC Group’s companies is included in the Annual Report of KBC Group for 2010. 32 Annual Report 2010 So many things have happened over the 15 years that I don’t know where to start and end with my memories. We live in a different world. I do the same work, though I have grown a bit older. I do it because it is worthwhile and I like it. 1996 I came to the bank in 1991, namely to the predecessor of Hypoteční banka, so the business name was different, but the Registration Number identical. I was honoured to witness the bank getting a license for an issue of mortgage bonds in 1995, which virtually triggered mortgage lending. I was also lucky to see the bank change into a specialized institution, cutting off a part of its name and becoming the Hypoteční banka as we know it now. I have learned the differences brought by professional life in the bank’s offices in Chrudim, Pardubice, Prague and Hradec Králové, where I have had an opportunity to run the bank’s office. I have learned that there is nothing more important than satisfied people – clients, sales partners, employees. Travelling throughout the region, I can see all the houses built by our satisfied clients; I can stop by and ask: “How do you like your living?” Their answer is a huge reward for me. I am happy we have a great team in the bank, our work goes well and we do something that brings us joy. Together we help our clients live, which is in fact our mission. And I am also happy that my son already works in the bank as well :-). František Mareček Director, Hradec Králové regional office 2010 Hypoteční banka, a.s. 33 Report of the Board of Directors Report of the Board of Directors on Company business operations and assets for 2010 profit growth 32 % Hypoteční banka was the first bank that in 1995, then under the name Českomoravská hypoteční banka, applied for a license to provide mortgage loans and issue mortgage bonds. From a multi-purpose bank, it transformed itself into a bank specialized in mortgage loans only. The Bank never abandoned the specialization strategy ever since and the year 2010 reaffirmed that it had made the right decision. Hypoteční banka strengthened its number one position on the home mortgage market in two segments: new mortgage loans in the amount of CZK 28,629 million, accounting for a 32% market share and, as of the third quarter of 2009, the total mortgage lending volume. According to statistics of the Ministry for Regional Development, Hypoteční banka provides more than 28% of mortgage loans of the total provided across the Czech Republic. In addition, in 2010 Hypoteční banka posted the highest ever net profit after taxes in the amount of CZK 1,848 million. Macroeconomic environment 2010 saw GDP growth. Although the growth rate of the Czech economy did not match that of Germany, for example, the growth trend that started in the second half of 2009 continued in 2010. Czech GDP grew at a rate of 3.2% at the year-end, stemming primarily from an increase in foreign demand in some countries, though initially boosted by government stimulus packages. As a result, industrial firms recorded double-digit growth in new orders which led to a quick recovery of the industrial sector and to rising exports. Unlike the industry, production in the construction sector that at the beginning was not hit so hard by the recession continued to fall in 2010. This was due to a decline in both private and public construction projects resulting from cutting budget expenditures. Developers had not launched new residential building projects until the end of 2010, but only in locations with the greatest demand in new housing, such as in the Prague and Brno markets. In other places, potential home buyers had to choose from already finished construction projects or from older properties placed on the market. Economic recovery helped stabilize the Czech labor market in 2010. The unemployment rate stopped rising and showed 9.5% at the end of the year. Nonetheless, the recovery was not strong enough to generate a sufficient number of jobs or trigger an increase in real wages. The resumed growth trend of the economy is yet to spark inflation pressures. At 34 Annual Report 2010 the year-end, the inflation rate met the Central Bank’s target, but mainly due to growing prices of agricultural and energy commodities. This allowed ČNB to keep the base interest rate at the minimum level of 0.75%, a reduction introduced in May. In 2010, the Czech crown strengthened against the euro from around CZK 26/EUR to around CZK 25/EUR. The current economic recovery is expected to continue throughout 2011, but budget cuts in social expenditures and investment restrictions are likely to hinder GDP growth. In addition, the inventory restocking cycle is expected to come to an end and foreign demand will be of key importance. Also, 2011 will not see a significant improvement on the labor market and average real wages might even decrease. Although inflation should not substantially divert from the target rate, the period of record-low interest rates is coming to an end, primarily due to rising costs of long-term financing. Hypoteční banka in 2010 In 2010, the mortgage market saw a slight recovery, following two years of decline. The volume of provided mortgages rose by 14.8% year-on-year, according to Ministry for Regional Development statistics. After the recovery of the mortgage market began in May, year-on-year growth in the volume of new mortgages continued for the remaining months of the year. Thus the overall growth of the mortgage market in 2010 stemmed predominantly from lending effected in the second half of the year. Hypoteční banka in 2010 provided a total of 17,439 mortgage loans to individuals, amounting to CZK 28,629 million. The Bank retained its top place in the market of new mortgage loans with a cumulative market share of 32%, according to Ministry for Regional Development statistics, and met the financial targets it had set out. Statistics from the same source as at 31 December 2010 show that Hypoteční banka’s share in total mortgage loan volume accounted for 28%. t s e g r a Thaerketl m sh a r e In 2010, the Bank’s organizational structure underwent several changes. In April 2010, Marketing Analyses department was incepted. In November 2010 a new department, Lending Policy and Risks, was set up with the aim to provide methodological support for products and services and supervise risk management pertaining to these products. In December, a new Assets and Liabilities Management division was formed as part of the Finance Management department. Hypoteční banka continued to closely collaborate with ČSOB Group throughout 2010. Of key importance was cooperation in the business area, but also in the segments of banking risk, risk transactions and refinancing. Hypoteční banka was the first bank to apply in May 1995 for a license to issue mortgage bonds. The license was awarded on 14 September 1995 and the first mortgage bond issue was launched at the beginning of 1996. Hypoteční banka has been a long-standing largest issuer of mortgage bonds in the Czech Republic. As at 31 December 2010, mortgage bonds issued by Hypoteční banka accounted for 33% of all mortgage bonds issued in the country. The Bank in 2010 issued new mortgage bonds in the amount of CZK 500 million, which made the total volume of mortgage bonds on its balance sheet reach the nominal value of CZK 87,025 million at 31 December 2010. The overall nominal volume of mortgage bonds issued by Hypoteční banka since 1996 amounted to CZK 138,400 million. Hypoteční banka, a.s. 35 Report of the Board of Directors Business strategy w hy . ww 36 po a k op te .cz u b we Annual Report 2010 In 2006, Hypoteční banka chose to use the power of multi-branding in its business strategy. As a result, for several years the Bank’s products and services have been sold under several brands. Last year, Hypoteční banka’s products were available, in addition to its own sales network, at branches of parent ČSOB, Poštovní spořitelna, and Českomoravská stavební spořitelna. The ČSOB, Poštovní spořitelna and ČMSS are the only strategic partners of Hypoteční banka’s multi-branding business policy. In addition to the strategic partners, Hypoteční banka also cooperates with a number of independent advisors. The quality of collaboration with outside business partners is a key factor of Hypoteční banka’s business success. Hypoteční banka continued to utilize the Internet sales channel. Hypotéka po webu, launched in May 2009, was redesigned and its parameters modified. Evidence of the benefit of new sales channels are awards won in 2010. The freshly innovated Hypotéka po webu was awarded the 2010 Mortgage of the Year prize in the Bank of the Year competition organized by Fincentrum. This unique service also scored with the jury in the WebTop 100 competition where it placed second in the Marketing Instruments category for the second time running. The Bank appreciates these awards, but also feels greater responsibility and will continue to develop this supplemental instrument of mortgage sales. Furthermore, Hypoteční banka received a valuable award for its website, which was recognized in the WebTop 100 contest for the fourth time running as the best in the “Finance” category. However, it still applies that more important than these awards are satisfied customers and external partners. In the course of the year, Hypoteční banka organized for them a variety of marketing campaigns and commercial events. Business results Hypoteční banka’s profit before tax for 2010 amounted to CZK 2,288 million, and profit after tax to CZK 1,848 million, which accounts for 32% and 33% year-on-year growth, respectively, in accordance with the International Financial Reporting Standards as adopted by the European Union (EU IFRS). As in previous years, labor productivity improved in 2010. Due to an increase in operating revenues by 33% against a hike in operating expenses by 9%, the C/I indicator dipped to 0.17 in 2010 from 0.20 in 2009. The balance sum fell to CZK 163,243 million as at 31 December 2010 from CZK 164,811 million at 31 December 2009. The year-on-year decrease in assets stemmed from a lower volume of Hypoteční banka’s deposits from other banks. The balance volume of loans and receivables from clients amounted to CZK 145,070 million as at 31 December 2010, a 6% increase year-on-year. In terms of the balance sum amount, Hypoteční banka ranks among six largest banks in the Czech Republic. Mortgage loans for individuals constitute the largest proportion of the balance sum. it HB 's prof x. after ta Hypoteční banka’s portfolio quality reflected the home financing market trend monitored by ČNB. In risk management, the Bank closely collaborates with ČSOB and its majority owner, Belgium’s KBC Bank NV. Once again in 2010, the Bank made optimum use of client information registry services via the Czech Banking Credit Bureau (CBCB) and the Central Credit Register (CRÚ). In line with the sole shareholder’s decision, in 2010 dividend payments were made in the amount of CZK 130 per share corresponding to net profit posted for 2009 after a statutory allocation to the reserve fund. Intangible assets, property, plant and equipment The net book value of all Hypoteční banka’s intangible assets, property, plant and equipment totaled CZK 206 million as at 31 December 2010. The net book value of the Bank’s intangible assets amounted to CZK 49 million and showed a stable year-onyear trend. In comparison with 2009 when 92% of intangible assets were comprised of software, this proportion rose to 98% in 2010. This increase helped retain the assets’ value and reflected the Bank’s strategy of heavily investing into IT upgrades in recent years. Property, plant and equipment had a net book value of CZK 157 million, accounting for a year-on-year decline of CZK 3 million, or 2%. The ratio of intangible assets, property, plant and equipment to the Bank’s total assets was 0.13% as at the last day of the year. Information technology Among Hypoteční banka’s key goals in the IT field in 2010 was enhancing accessibility of the Bank’s information system for users and improving application support for users. In addition, the Bank streamlined the application upgrade process and stepped up efforts to ensure a high level of information security. One of the most ambitious IT projects in 2010 was a replacement of server infrastructure for the Bank’s main transaction system. Hypoteční banka, a.s. 37 Report of the Board of Directors Key role of employees The stability of Hypoteční banka and its market position had a positive impact on the Bank’s employee policy and the team stability, evidenced by a stable headcount compared to 2009. At the end of 2010, Hypoteční banka had 426 employees, a 1.8% decrease compared to the end of 2009. The minimum rate of staff turnover attests to the quality of the Bank’s personnel policy. Training is an ongoing employment policy priority. For this purpose, the Bank organizes, alone through its in-house lecturers or in collaboration with ČSOB Group or outside contractors, a variety of specialist training sessions, workshops and language courses for its employees. In 2010, the Bank expanded training opportunities for key employees in non-management positions, in addition to increased focus on the skills of managers for whom an independent educational module was introduced. Hypoteční banka’s employee program also pays utmost attention to the employees’ health; the Bank offers preventive health care provided by a contractual medical facility, distributes vitamins and financially contributes to massages. The staff work in an advanced environment while observing the occupational safety and fire prevention rules, which the Bank complies with and reviews in due periods pursuant to statutory requirements. Finally, the Bank encourages motivational team or work retreats and employees’ leisure activities. To strengthen the values of Hypoteční banka, it is important to seek activities that clearly declare and manifest those values. As in previous years, in 2010 staff members could openly provide feedback through the co-called Evaluation 360. Several online chats were conducted with management. Traditionally, a Christmas party was held at the end of the year in a friendly and informal atmosphere. A music group Hypoband, composed of the Bank’s employees, performed at the party. An extraordinary experience for more than half of Hypoteční banka’s employees was a team-building event organized for the entire staff, involving volunteer work aimed to improve green spaces and remove weeds and wild bushes in the vicinity of the Veveří castle. Hypoteční banka also made a financial contribution to renewing the grass area around the castle. 38 Annual Report 2010 Responsible stance Even though the nature of Hypoteční banka’s operations does not result in production of substances harmful for the environment, through its specialized departments the Bank monitors the impact of its activity on the environment and makes the utmost effort to mitigate any potential adverse effects. Hypoteční banka strives to act in an environmentally-friendly manner and minimize energy consumption. It encourages its employees to recycle waste directly at all workplaces. In addition to sorting common waste, the Bank also engages in separation of used material from printers, fax and copying machines, typewriters, batteries from calculators, etc. When concluding contracts with suppliers, the Bank takes into account sorting, recycling and eco-friendly disposal of waste material left behind during construction activity in the branch network. Similarly to previous years, in 2010 Hypoteční banka continued to provide charitable aid to SOS dětské vesničky (children’s villages). For every loan agreement concluded, the Bank donated CZK 20 to this organization, thus fulfilling its mission and “helping with housing needs” in the children’s world as well. A total of CZK 348,780 went to SOS dětské vesničky last year. Since the beginning of Hypoteční banka’s cooperation with the organization in 2001, it contributed to the housing of children lacking traditional family care in excess of CZK 2.5 million. Outlook for 2011 In 2011, Hypoteční banka will continue its successful operation on the Czech mortgage market. The Bank plans to sustain the position of the mortgage market leader, measured by both the volume of new loans provided to retail clientele and the overall lending balance. Hypoteční banka will foster its proven multi-branding model in 2011, and in its specialist role will offer customers and business partners alike the best mortgage loans. In addition, Hypoteční banka will continue to closely monitor the quality of the credit portfolio. In the future, Hypoteční banka will do what it is good at, what has worked for it and what yields the Bank, its clients and shareholders favorable results. Customer satisfaction will always be the top priority along with solid relations with business partners. Hypoteční banka will focus on the quality, stability and professional growth of its employees. In these endeavors, the Bank will count on the values that it has tirelessly promoted among the staff: sensibility, cooperation, openness, reliability, respect and recognition, ambition, optimism and enjoyment. Hypoteční banka, a.s. 39 Statutory bodies The Board of Directors As at 31 December 2010 Jan Sadil Board of Directors Chairman and Chief Executive Officer Jan Sadil started in Komerční banka in 1995, where he finally landed the position of director of the retail lending department. In 2001 he joined Hypoteční banka where he was appointed a member of the Board of Directors and deputy managing director for sales. Since 17 December 2003, Mr. Sadil has chaired the Board of Directors and held the position of managing director of Hypoteční banka. Petr Hlaváč Board of Directors Vice-Chairman and Chief Credit Officer Petr Hlaváč has gained banking experience in Komerční banka (1991-1999), where he was director of retail lending department, in Bank Austria Creditanstalt Czech Republic (19992001), and Česká spořitelna (2001-2004). In Bank Austria Creditanstalt Czech Republic he co-developed the Majordomus mortgage product and headed up the Mortgage Factory division. In Česká spořitelna he participated in running the mobile sales network and, later, he managed sales of Sporoservis consumer loans. On 17 January 2005, Hypoteční banka appointed Mr. Hlaváč vice-chairman of the Board of Directors and deputy director for credit. Martin Vašek Board of Directors member and Chief Finance Officer After graduating from the Of Economy, Martin Vašek began his career in 2000 at the Prague office of PricewaterhouseCoopers. Since 2005, he continued at ČSOB in positions of director of the financial markets support department, responsible for trading and settlement system support management, settlement of transactions with financial and capital market products, and financial and capital market product process management. From 2007, Mr. Vašek headed the newly created operations department in ČSOB. Vlastimil Nigrin Board of Directors member and Chief Business Officer Vlastimil Nigrin commenced his professional career in Komerční banka in 1987-2002, his last position there being executive director of operations. In 2002-2004, he worked in eBanka as operations executive director and Board of Directors member responsible for foreign and domestic transactions. During his assignment in the PPF Group in 2002-2006, he was in charge of developing a complex business model for Home Credit Finance Bank Moscow. In 2006-2008, he held the position of director of the foreign sales and cooperation department in Česká spořitelna, a.s., where he managed foreign sales of ČS Group’s selected products. On 1 June 2008, Mr. Nigrin was appointed deputy managing director for commerce at Hypoteční banka and has been responsible for the segment of mortgage product sales. 40 Annual Report 2010 Supervisory Board As at 26 February 2011 Petr Hutla Senior Executive Officer and member of the Board of Directors, ČSOB Supervisory Board Chairman Koen Wilmots Senior Executive Officer and member of the Board of Directors, ČSOB Supervisory Board member Martin Jarolím Executive Director of Retail ČSOB branch network management Supervisory Board member Martin Brabenec Supervisory Board member elected by employees David Borges Executive Director of the Assets and Liabilities Management department, ČSOB Supervisory Board member Václav Moravec Supervisory Board Member elected by employees Hypoteční banka, a.s. 41 Corporate governance The Board of Directors as the Company’s governing body and the Supervisory Board constantly strive to improve the standards of corporate governance. Their activity is governed primarily by statutory requirements. Aside from the statutory requirements, another significant document is the Corporate Governance Code, based on OECD principles (2004), as recommended by the Czech National Bank. Hypoteční banka implements proposals and recommendations of the Code continually and to an applicable extent with regard to the actual needs of the market, the Company, its key products and customer segments. With regard to the ownership interest held by the Bank’s majority stockholder, there are no non-executive members on the Supervisory Board. The Bank duly observes the rules of proper corporate governance. Company bodies 4 6 Board of Directors members Supervisory Board members The statutory body of the Company (the Board of Directors) consists of experts whose previous experience, predominantly in the banking sector, and a high level of education are a sound basis for their knowledge of the systems and risks involved in banking operations, transactions and decision-making processes, and control mechanisms. Assignment of the Board of Directors’ responsibilities to specific Bank departments corresponds with line management functions executed by the managing director and his deputies. The merging of the positions of Board of Directors members and the managing director and his deputies is based on the executive board model, in compliance with the Czech Act on Banks. All Board of Directors members were approved by the Czech National Bank. The Supervisory Board is comprised of ČSOB employees holding executive positions in the parent bank, with the exception of two employee board members who have been elected by their fellow Hypoteční banka employees. The Supervisory Board meets regularly and the Board of Directors chairman frequently meets with the Supervisory Board chairman. The sole shareholder has the power to elect four Supervisory Board members. The Supervisory Board appoints and evaluates Board of Directors members. Members of the Bank’s bodies have ample access to information needed to perform their duties; in the capacity of their line positions, Board of Directors members are in fact the Corporate Officers who are obligated to ensure that the required information is available, accurate, timely, and complete. The Bank’s Office Department supports the activities of the Bank’s bodies. Both the Supervisory Board and the Board of Directors hold regular meetings at intervals stipulated by the Bank’s Articles of Association. The Supervisory Board meets at least four times a year, and the Board of Directors twice a month. In reality, Board of Directors 42 Annual Report 2010 members meet more frequently and discuss the relevant agenda outside the scope of formal sessions within the authority of their line positions. Shareholder relations Československá obhodní banka, a.s. has been the sole shareholder of Hypoteční banka as of 4 May 2009. Pursuant to the provisions of Section 190 of the Commercial Code, the sole shareholder exercises the powers of the General Meeting. The Audit Committee Pursuant to Act No. 93/2009 Coll., on Auditors and on amendments to some laws (Auditors’ Act), an Audit Committee was set up based on the sole shareholder’s decision and came into effect as of 8 December 2009. In compliance with Hypoteční banka’s Articles of Association, this new Company body has three members and will perform its tasks as defined by the foregoing law, the Company’s Articles of Association and the approved rules of procedure. Information openness Hypoteční banka meets all information-related obligations stipulated by relevant legislation. In addition, the Bank regularly informs the public about its activities, business and financial results and important events through the media and the Company website. The web pages feature a broader scope of information than required by law. The Bank operates in-house intranet, making information easily accessible for all employees. Conflict of interests Hypoteční banka makes every effort to prevent any misuse of corporate data and ensure the security of processed information. This involves preventing any information leaks at points of sale and ensuring personal data protection. Loans provided to the Bank’s employees in executive positions at all levels are subject to specific sign-off procedures requiring Board of Directors approval. The Bank also examines possible links between individuals and corporate entities. or Long-term aid f Company policy toward corporate stakeholders Hypoteční banka adheres to principles ensuring its fulfillment of the role of good ‘corporate’ citizen. The Bank offers each and every client tailor-made, proven products and services. Employees receive fair remuneration for their work, plus a good-quality Employee benefits program and friendly and sound workplaces. The Bank promotes charity through donations to the SOS Children’s Villages program, which ties in with its overall orientation toward housing support. Investors may acquire mortgage bonds that in essence represent safe and transparent capital market instruments. Marketing campaigns and public and media relations are conducted in a fair and courteous manner. In general, the Bank’s communication corresponds to its stance and market role. Hypoteční banka is a specialized organization providing highquality and swift services to customers whom it respects. The Company’s media image is respectful and positive. All Company and employee activities are subject to the Code of Ethics. SOS! Villages In late 2005, Hypoteční banka acceded to the Code of Conduct between Banks and Customers, recommended by the Czech Banking Association. Hypoteční banka was also the first financial institution in the Czech Republic to adopt the Code of Conduct (Mortgage Code), a European Commission form available to any customer who requests it to compare mortgage terms in specific EU countries’ banks. Hypoteční banka, a.s. 43 44 Annual Report 2010 financial section 46 Report on Supervisory Board control activities 47 Independent Auditor’s Report 49 Balance Sheet for the year ended 31 December 2010 50 Income Statement for the year ended 31 December 2010 50 Statement of Changes in Equity for the year ended 31 December 2010 51 Statement of Cash Flows for the year ended 31 December 2010 52 Notes to the Financial Statements for the year ended 31 December 2010 86 Report on Relations Between Related Parties 90 Organizational Structure 91 Financial Performance Analysis 96 Explanatory Summarized Report 98 Supplementary Information in Compliance with Statutory Requirements 111 Points of Sale of Hypoteční banka 112 Identification and Contact Information Annual Report 2010 45 Report on Supervisory Board Control Activities The Supervisory Body held regular meetings as required by the Company Articles of Association. The Board met four times in 2010 and, in line with the approved year-long plan, routinely discussed the Bank’s financial results and the development of classified loans. The Board monitored drafting of the Bank’s business and financial plans, Hypoteční banka’s updated strategy, risk management agenda, Compliance Reports, the results of internal audit reviews and the most significant litigation proceedings conducted by the Bank. The Board also reviewed the Report on Relations between Related Parties. In early 2010, the Supervisory Board changed its composition. In January 2010 Petr Hutla was elected new member of the Supervisory Board and in February 2010 he was appointed its chairman. Supervisory Board member Ladislav Mach left the Board in February 2010 and was replaced by Koen Wilmots. A newly established Audit Committee began its regular work in January 2010 in the composition of Michal Babický as an independent member, Koen Wilmots and David Borges. The Committee centered on the agenda stipulated by national legislation and KBC Group’s rules and regulations. At its sessions, the Supervisory Board was regularly briefed on the outcome of the Committee’s deliberations. The Board again focused on corporate governance issues, external audit and, in more detail, the development of the Bank’s sales and financial performance. Increased attention was paid to the credit portfolio quality and credit risk. Furthermore, the Supervisory Board continued to discuss the aspects of cooperation within ČSOB Group. The Board of Directors informed the Supervisory Board on all key issues concerning the Bank’s operations and assisted it in duly performing its oversight duties. Similarly to previous years, cooperation and communication between the Supervisory Board and the Board of Directors was ensured through the Board of Directors’ participation in the Supervisory Board meetings and regular meetings between the two Boards’ chairmen. Sharing Hypoteční banka’s headquarters in Radlice with the parent company further contributed to improving communication, in addition to Hypoteční banka’s involvement in a number of committees and work groups across the ČSOB financial group. The Supervisory Board reviewed the Financial Statements audited by the audit company Ernst & Young Audit, s.r.o., dated 14 March 2011, and the auditor’s opinion, which was unqualified. The Supervisory Board is pleased to observe that, in spite of another arduous year in economic terms, efforts made by the Bank’s Board of Directors, managers and all employees came to fruition. The projected targets of the financial plan were surpassed and the 2010 financial performance showed a net profit in the amount of CZK 1,847.7 million, in accordance with the International Financial Reporting Standards. On the basis of the foregoing facts, the Supervisory Board presents the following proposal to Hypoteční banka’s sole shareholder which, pursuant to the provisions of Section 190, Subsection 1 of the Commercial Code, exercises the powers of the General Meeting: 1. In accordance with the Independent Auditor’s Report to the shareholders of Hypoteční banka, a.s., prepared by Ernst & Young Audit, s.r.o. on 14 March 2011, the Supervisory Board has no objections to the audited Financial Statements of the Company for 2010 (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow Statement, and Notes to the Financial Statements). 2. Having assessed the operations of Hypoteční banka, a.s., a task assigned to the Supervisory Board by applicable legal regulations, and the Company Articles of Association, the Supervisory Board ascertained no shortcomings. 3. Pursuant to Section 66a, Subsection10 of the Commercial Code, the Supervisory Board reviewed the Report on Relations between Related Parties and expressed no reservations thereon. 4. The Supervisory Board recommends that the General Meeting approve the annual Financial Statements of Hypoteční banka, a.s. for the year ended 31 December 2010, including a proposal for the distribution of profits for 2010, as presented to the General Meeting by the Board of Directors. Approved by the Supervisory Board on 21 April 2011. On behalf of the Supervisory Board of Hypoteční banka, a.s. Petr Hutla Supervisory Board Chairman 46 Annual Report 2010 Zpráva nezávislých auditorů 47 48 Statement of Financial Position as at 31 December 2010 Note 31 December 2010 CZK million Cash and balances with central banks 14 21 19 Investment securities 15 9 832 Loans and advances to banks 16 17,906 26,949 Loans and advances to customers 17 145,070 136,759 Intangible assets 18 49 50 Property, plant and equipment 18 157 160 Other assets 19 29 39 2 3 163,243 164,811 Assets Prepayments and accrued income Total assets 31 December 2009 CZK million Liabilities Due to banks 20 39,700 32,596 Due to customers 21 455 494 Liabilities from debt securities 22 101,566 110,852 Other liabilities 23 216 170 Provisions 10 0 3 Deferred tax liability 12 106 78 Current tax liability Total liabilities 115 59 142,158 144,252 5,076 5,076 13,864 13,864 296 226 0 3 Equity Share capital 24 Share premium Reserve funds Revaluation reserve Retained earnings Total equity Total liabilities and equity 1,849 1,390 21,085 20,559 163,243 164,811 These financial statements were approved on 14 March 2011. Jan Sadil Board of Directors Chairman and Chief Executive Officer Martin Vašek Board of Directors member and Chief Finance Officer Annual Report 2010 49 Statement of Comprehensive Income for the year ended 31 December 2010 INCOME STATEMENT Note 31 December 2010 CZK million 31 December 2009 CZK million Interest and similar income 5 8,647 7,637 Interest and similar expense 5 (4,985) (4,954) Net interest income 3,662 2,683 Fee and commission income 6 408 367 Fee and commission expense 6 (17) (16) 391 351 Net fee and commission income Other operating income 7 165 14 Other operating expense 7 (163) (3) 8 (674) (618) 11 (1,093) (690) Administrative expense Impairment losses on assets Profit before income tax Income tax expense 2,288 1,737 12 (440) (348) 1,848 1,389 24 182,02 136,82 13 (3) 6 1,845 1,395 Net profit for the year Basic and diluted earnings per share (in CZK per share) OTHER COMPREHENSIVE INCOME Net profit/(loss) from revaluation of available-for-sale securities Total comprehensive income for the year Statement of Changes in Shareholders’ Equity for the year ended 31 December 2010 Balance as at 1 January 2009 Share capital CZK million Share premium CZK million Reserve funds CZK million Revaluation reserve CZK million Retained earnings CZK million Total CZK million 5,076 7,864 168 (3) 4,130 17,235 Total comprehensive income 0 0 0 6 1,389 1,395 Issuance of shares 0 6,000 0 0 Dividend distribution 0 0 0 Allocation to reserve fund 0 6,000 (4,071) (4,071) 0 0 58 0 (58) 0 5,076 13,864 226 3 1,390 20,559 Total comprehensive income 0 0 0 (3) 1,848 1,845 Dividend distribution 0 0 0 0 (1,319) (1,319) Allocation to reserve fund 0 0 70 0 (70) 0 5,076 13,864 296 0 1,849 21,085 Balance as at 31 December 2009 Balance as at 31 December 2010 50 Annual Report 2010 Statement of Cash Flows for the year ended 31 December 2010 Note 2010 CZK million 2009 CZK million 2,288 1,737 Cash flow from / (used in) operating activities Profit before income tax Allowances for loans, advances and receivables 11 Allowances for property, plant and equipment Amortisation of intangible assets and depreciation of property, plant and equipment 18 Amortisation of discounts of investment securities Amortisation of discounts, premium and accrued interest of investment securities issued Net loss/(gain) on disposal of property, plant, equipment and intangible assets 1,093 708 0 (18) 52 41 (8) (34) 3,679 4,070 (1) (1) (Increase) / decrease in operating assets Loans and advances to banks Loans and advances to customers Other assets 19, 14 Prepayments and accrued income 9,051 (10,152) (9,405) (17,655) 7 (1) 1 2 6,927 13,150 (39) (100) 44 (46) 13,689 (8,299) (355) (313) 13,334 (8,612) (48) (61) 828 527 Increase / (decrease) in operating liabilities Due to banks – term deposits Due to customers 21 Other liabilities, including tax liabilities Net cash flow from/(used in) operating activities before income tax Income tax paid Net cash used in operating activities Cash flow from / (used in) investing activities Purchase of property, plant, equipment and intangible assets 18 Disposal of investment securities Disposal of property, plant, equipment and intangible assets Net cash flow from / (used in) investing activities 1 1 781 467 0 6,000 Cash flow from/(used in) financing activities Increase in share capital 24 Issue of debt securities Repayment of debt securities Dividend distribution 24 Net cash flow from financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year 26 500 19,825 (13,466) (13,591) (1,319) (4,071) (14,285) 8,163 (170) 18 (28) (46) (198) (28) (6,063) (5,241) 7,413 7,509 Operational cash flow from interest Interest paid Interest received Annual Report 2010 51 Notes to the Financial Statements for the year ended 31 December 2010 1 GENERAL INFORMATION Hypoteční banka, a.s. (“the Bank”) was incorporated on 10 January 1991. The Bank has its registered office at Radlická 333/150, 150 57, Prague 5 and as of 31 December 2010 was organized into a headquarters and 27 branches, 13 of which are regional. The Bank does not have any branches outside the Czech Republic. On 19 June 2000, Československá obchodní banka, a.s. (“ČSOB”) acquired 55.3% of the shares, thus acquiring a majority share in the Bank. ČSOB has since substantially increased the share capital of the Bank and, following the completion of a share buy-out (see Note 24), ČSOB became the sole shareholder of the Bank in 2009. The Bank’s operations consist of providing mortgage loans and other related loans, including other bank operations and services related to the provision of mortgage loans in compliance with the Act on Banks. In addition, the Bank issues mortgage bonds in compliance with specific local laws. The Bank is a specialised mortgage institution covering the entire territory of the Czech Republic. It was the first bank in the Czech Republic to obtain a licence for issuing mortgage bonds and is the largest issuer of mortgage bonds in the Czech Republic. Annual reports and other information about the Bank are available at the Bank’s website www.hypotecnibanka.cz. ČSOB operates in the Czech market. As a universal bank, it offers a full range of banking services to individuals and companies. A significant milestone in ČSOB’s history was its privatisation in June 1999, when KBC Bank NV became the majority owner of ČSOB. ČSOB has its registered office at Radlická 333/150, 150 57, Prague 5. KBC Bank NV is the parent company of ČSOB. The Annual reports and other information about ČSOB are available at the website www.csob.cz. 2 Summary of Significant Accounting Polices (A) Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“EU IFRS”). The financial statements have been prepared under the historical cost convention as modified by the revaluation of available-for-sale securities. The financial statements are rounded to millions of Czech Crowns (“CZK million”) unless stated otherwise. The Bank’s financial statements are included in the consolidated financial statements of its parent company, ČSOB, which are prepared in accordance with EU IFRS. The Bank does not own any investments in subsidiaries or associates. The preparation of financial statements in conformity with EU IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Bank’s accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4. (B) Segment reporting The Bank reports the following business segments: individuals, legal entities, treasury and other. An operating segment is a distinguishable component of the Bank engaged in providing products or services, generating profit or loss. The performance of individual operating segments is periodically monitored and assessed by the Bank. 52 Annual Report 2010 (C) Foreign currency translation Items included in the financial statements of the Bank are measured using the currency of the primary economic environment in which the Bank operates (“the functional currency”). The Bank’s financial statements are presented in Czech Crowns, which is the Bank’s functional and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end of exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement at the reporting date. (D) Financial assets The Bank classifies its financial assets with a regular delivery time in the following categories: loans and advances; heldto-maturity investments and available-for-sale financial assets. The classification is based on the purpose for which the financial assets were acquired. Purchases and sales of financial assets are recognised on the settlement date. Under settlement date accounting, a financial asset is recognised or derecognised in the statement of financial position on the date that it is physically transferred to or from the Bank. The date on which the Bank becomes a party to the contractual provisions of a financial asset purchase or the Bank loses control of the contractual rights from a financial asset sale is commonly referred to as the “trade date”. Fair value movements in available-for-sale financial assets between the “trade date” and the “settlement date” relating to purchases and sales are recognised in the “Revaluation reserve”. Financial assets are initially recognised at fair value plus transaction costs. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Bank has transferred substantially all risks and rewards of ownership. Loans and advances Loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Bank provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans and advances are subsequently carried at amortised cost using the effective interest rate method, less impairment losses. Interest income on loans and advances is recognised in “Interest and similar income” in the income statement. Losses on the impairment of loans are recognised as “Impairment losses on assets” in the income statement. Held-to-maturity Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Bank’s management has the positive intention and ability to hold to maturity. Held-to-maturity investments are subsequently carried at amortised cost using the effective interest rate method. Income on held-to-maturity investments is recognised as “Interest and similar income” in the income statement. Available-for-sale Available-for-sale investments are those intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices. Available-for-sale investments represent financial assets that do not meet the criteria for classification as financial assets at fair value recognised through profit or loss, loans and advances or held-to-maturity investments. Available-for-sale financial assets are subsequently carried at fair value. Unrealised gains and losses on changes in the fair value of securities classified as available-for-sale are recognised in other comprehensive income; realised gains and losses are recognised in “Other operating income” in the income statement. Annual Report 2010 53 When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as gains and losses from available-for-sale securities. Interest income on available-for-sale investments is calculated using the effective interest rate method and recognised as “Interest and similar income” in the income statement. The fair values of investments quoted in active markets are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Bank establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, referencing to other instruments with identical characteristics, discounted cash flow analysis and other valuation techniques. (E) Offsetting Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. (F) Interest income and expense Interest income and expense are recognised in the income statement for all instruments measured at amortised cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Bank estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment, call and similar options), but does not consider future credit losses. The calculation includes all fees and interest paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. (G) Fee and commission income and expense Fees and commissions are generally recognised on an accrual basis when the loan has been provided. Loan commitment fees and commissions for loans are deferred (together with related direct costs) and recognised as an adjustment to the effective interest rate on the loan. Non-incremental commission and fees, commission and fees arising from transactions for a third party or fees for one-off transactions are recognised on completion of the underlying transaction. (H) Impairment of financial assets Financial assets carried at amortised cost The Bank assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that the loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Bank about the following loss events: (a) significant financial difficulty of the issuer or obligor; (b) a breach of contract, such as a default or delinquency in interest or principal payments; (c) the Bank granting to the borrower, for economic or legal reasons relating to the borrower’s financial difficulty, a concession that the lender would not otherwise consider; (d) it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; 54 Annual Report 2010 (e) the disappearance of an active market for that financial asset because of financial difficulties; or observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including: i) adverse changes in the payment status of borrowers in the group; or ii) national or local economic conditions that correlate with defaults on the assets in the group. The Bank first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Bank determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss on loans and advances or held-to-maturity investments carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. If a loan, advance or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics (i.e. on the basis of the Bank’s rating process that considers asset type, industry, geographical location, collateral type, past-due status and other relevant factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the Bank and historical loss experience for assets with credit risk characteristics similar to those in the Bank. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. Estimates of changes in future cash flows for groups of assets should reflect and be directionally consistent with changes in related observable data from period to period (for example, changes in unemployment rates, property prices, payment status, or other factors indicative of changes in the probability of losses in the group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Bank to reduce any differences between loss estimates and actual loss experience. If possible, the Bank prefers loan restructuring to the realisation of loan collateral. Loan restructuring can result in changes in payment schedules or in loan terms and conditions. The Bank continuously evaluates whether a borrower meets all the loan terms and conditions after the restructuring and whether it is probable that all future loan repayment amounts will be received, i.e. that no impairment of the restructured loans has occurred. When a loan is uncollectible, it is written off against the related allowance for loan impairment. Such loans are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off decrease the amount of the impairment losses in the income statement. Annual Report 2010 55 If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the impairment loss is reversed through the income statement. Assets carried at fair value The Bank assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in other comprehensive income, is transferred from other comprehensive income and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement. (i) Intangible assets and property, plant and equipment Intangible assets and property, plant and equipment are recorded at cost including value added tax. Amortisation / depreciation is calculated by applying the straight-line method over their estimated useful lives which are as follows: Buildings and constructions 45 years Equipment 15 years Fixtures and fittings 8 years Motor vehicles 4 years Information technologies 4 years Software 3 years Land is not depreciated. Subsequent costs are included in the asset’s carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Bank and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Assets that are subject to amortisation are reviewed for impairment at the reporting date to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use. Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised on the basis of the expected useful lives. Costs associated with developing or maintaining computer software programs are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Bank, and that will probably generate economic benefits beyond one year, are recognised as intangible assets. Computer software development costs recognised as assets are amortised over their useful lives. 56 Annual Report 2010 (J) Leases Bank as a lessee Leases entered into by the Bank are primarily operating leases. The total payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease and recognised as an “Administrative expense”. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place. Bank as a lessor The Bank leases part of its property to third parties under operating leases. Assets leased to third parties under operating leases are included as “Property, plant and equipment” in the statement of financial position. They are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term as “Other operating income” in the income statement. (K) Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise balances with less than three months maturity from the date of acquisition, including: cash and non-restricted balances with central banks, treasury bills and other eligible bills, loans and advances to banks repayable on demand and amounts due to banks repayable on demand. Minimum obligatory reserves, which the Bank holds with the Czech National Bank, are not included. (L) Value added tax The Bank is group registered for value added tax (“VAT”). Intangible assets and property, plant and equipment are stated at acquisition cost including the appropriate VAT. In accordance with applicable legislation, the Bank claims input VAT in the amount of 1%, as the ratio of the taxable income to the total income of the Bank is lower than 1%. Other input VAT (i.e. except for intangible assets and property, plant and equipment) is expensed immediately. (M) Income taxes There are two components of income tax expense: current and deferred income tax. Deferred tax is provided on all temporary differences between the carrying amount of an asset or liability in the statement of financial position and its tax base using the full liability method. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which this asset can be utilized. The approved tax rate for the period in which the Bank expects to utilise the deferred tax asset or settle the deferred tax liability is used for the deferred taxation calculation. Deferred tax related to the fair value revaluation of available-for-sale securities, which is charged or credited directly to equity, is also credited or charged directly to equity. The current income tax expense approximates cash to be paid or refunded in respect of income taxes for the appropriate period. The calculation of current income tax expense is based on the income tax rate and tax legislation applicable as at the reporting date. (N) Staff costs, pensions and social fund Staff costs are included in “Administrative expense” and include emoluments of the Board of Directors, Supervisory Board and Audit Committee. The Bank makes contributions on behalf of its employees to a defined contribution pension plan. Contributions paid by the Bank are accounted for directly as an expense and recognised as “Staff costs”. Annual Report 2010 57 (O) Related parties The Bank’s related parties are as follows: – members of the Bank’s body corporate, key management personnel and close members of their families; – entities that directly or indirectly control the Bank and their key management personnel; – entities directly or indirectly controlled or jointly controlled by those entities, which directly or indirectly control the Bank. Other related parties as defined in IAS 24 are not relevant for the Bank. The following related party balances and transactions are disclosed in Notes 5, 7, 8, 9, 16, 17, 19, 20, 22, 23, 24: – the total amount of loans provided by the Bank to members of the Board of Directors, Supervisory Board, Audit Committee, other key management personnel of the Bank and other related parties; – receivables from and liabilities to entities controlling the Bank directly or indirectly; – receivables from and liabilities to entities directly or indirectly controlled or jointly controlled by those entities, which directly or indirectly control the Bank; – interest income and interest expense incurred in respect of related parties; – other income and expenses incurred in respect of related parties; – staff costs incurred in respect of related parties. The outstanding balances arose in the ordinary course of business and are subject to the substantially same terms, including interest rates and security, as for comparable transactions with third party counterparties. (P) Financial liabilities Liabilities are recognised initially at fair value, net of transaction costs incurred. Liabilities are subsequently stated at amortised cost; the difference between received performance (net of transaction costs) and the nominal value of liabilities is recognised in the income statement over the period of the liabilities using the effective interest method. Financial liabilities are derecognised from the statement of financial position when the obligation to provide cash flows in relation to financial liability has expired, has been cancelled or has been transferred. Financial liabilities include due to banks, due to customers and liabilities from debt securities. (Q) Provisions Provisions are recognised when the Bank, as a result of a past event, has a present obligation (legal or constructive) and it is probable that it will be required to provide performance to counterparty and a reliable estimate of the obligation amount can be made. The estimate is recognised in the income statement. Upon the performance, the provision is derecognised against actual costs incurred. (R) IFRS accounting and reporting developments The accounting policies adopted are consistent with those used in the previous financial year except that the Bank has adopted the following standards, amendments and interpretations effective as of or before 1 January 2010. Their adoption did not have any effect on the financial performance or position of the Bank. However, they did give rise to additional disclosures. IFRS 1 First-time Adoption of IFRS (Amendments) is effective for periods beginning on or after 1 January 2010. The amendment deals with accounting for oil and gas assets and with determining whether an arrangement contains a lease. IFRS 2 Share-based Payment (Amendments) is effective for periods beginning on or after 1 January 2010. This amendment clarifies the scope and accounting for group cash-settled share-based payment. The amendment incorporates the interpretations IFRIC 8 (Scope of IFRS 2) and IFRIC 11 (IFRS 2 – Group and Treasury Share Transactions). IFRS 3 Business Combinations (Amendments) is effective for periods beginning on or after 1 July 2009. The amendment broadens the scope of the original standard, and amends the definition of business combinations, measurement of noncontrolling interests and accounting for transaction costs. Business combinations will be measured at fair value of the acquiree and the costs in connection with the business combination will not be included in the cost of the acquiree. The assets acquired and liabilities assumed will be measured at their fair value at the date of acquisition. 58 Annual Report 2010 IAS 27 Consolidated and Separate Financial Statements (Amendments) is effective for periods beginning on or after 1 July 2009. The amendment relates to accounting of non-controlling interests and the loss of control of a subsidiary. The amendment requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss. IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (Amendments) is effective for periods beginning on or after 1 July 2009. The amendment provides additional guidance on the designation of a hedged item. The amendment clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. IFRIC 17 Distributions of Non-cash Assets to Owners is effective for periods beginning on or after 1 July 2009. The interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. IFRIC 18 Transfers of Assets from Customers is effective for periods beginning on or after 1 July 2009. The interpretation clarifies transfers of assets used to connect customers to a public utility network. Improvements to IFRS (April 2009) were issued primarily with a view to removing inconsistencies and to clarify wording. There are separate transitional provisions for each standard and interpretation. Certain new standards, amendments and interpretations have been published that are mandatory for preparing the Bank’s financial statements for the periods beginning on or after 1 January 2011. The Bank has not decided for their earlier adoption. The Bank expects the standards, amendments and interpretations described below to be adopted in accordance with the respective effective dates. Unless otherwise described below, the new standards, amendments and interpretations are not expected to significantly affect the Bank’s financial statements. IFRS 1 First-time Adoption of IFRS (Amendments) is effective for periods beginning on or after 1 July 2010. The amendment provides guidance on limited exemption from capital comparative IFRS 7 disclosures for first-time adopters. IFRS 9 Financial Instruments (the first phase) is effective for periods beginning on or after 1 January 2013. The standard has not been endorsed by the European Union to date. The project to replace the current IAS 39 Financial Instruments: Recognition and Measurement has been divided into three phases. The first phase focuses on classification and measurement of financial instruments. The new standard has reduced the number of asset measurement categories from four to two. Financial assets are classified at amortised cost or fair value on the basis of both: – The entity’s business model for managing financial assets; and – The contractual cash flow characteristics of the financial asset. Debt instruments may be measured at amortised cost if both conditions are met: – The asset is held within the business model whose objective is to hold the assets to collect the contractual cash flows; and – The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal outstanding. Reclassifications between the two asset categories are required when the entity changes its business model. IFRS 9 retains a fair value option. At initial recognition entities can elect to measure financial assets at fair value, although they would otherwise qualify for amortised cost measurement. IFRS 9 removes the separation of derivatives and the instrument is assessed in its entirety as to whether it fulfils the above two conditions. All equity instruments are measured at fair value either through Other Comprehensive Income or profit or loss. Annual Report 2010 59 Financial liabilities are classified and measured either at amortised cost or at fair value through profit or loss. A financial liability can be designated as measured at fair value through profit or loss if doing so results in more relevant information, because either: – It eliminates or reduces a measurement or recognition inconsistency; – A group of financial liabilities is managed and its performance is evaluated on a fair value basis. Original requirements related to derecognition of financial assets and financial liabilities are carried forward unchanged from IAS 39 to IFRS 9. The standard will have a significant impact on the Bank financial statements, however due to the uncertainties about the provisions of the subsequent two phases the impact of the IFRS 9 is not reasonably estimable. The IASB’s work on the second phase on impairment of financial instruments and the third phase on hedge accounting is still ongoing and the completion of the entire project is expected in 2011. IAS 24 Related Party Disclosures (Revised) is effective for periods beginning on or after 1 January 2011. The standard amends a definition of related parties and government agencies and introduces a partial exemption of disclosure requirements for government-related entities. IAS 32 Financial Instruments: Presentation (Amendments) is effective for periods beginning on or after 1 February 2010. This amendment proposes a limited change specific to rights issues. IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendments) is effective for periods beginning on or after 1 January 2011. The amendment provides guidance on assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat the prepayment of a minimum funding requirement as an asset. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments is effective for periods beginning on or after 1 July 2010. The interpretation addresses the accounting whereby the entity extinguishes financial liability by issuing equity shares. Improvements to IFRS (May 2010) were issued primarily with a view to removing inconsistencies and to clarify wording. There are separate transitional provisions for each standard and interpretation. 3 Financial Risk Management (A) Risk management organization Board of Directors The Board of Directors is responsible for the Bank’s general approaches to risk management and approves risk management strategies and procedures. Credit risk and concentration risk are managed by the Credit Risks and Policies Department. Operational risk, interest rate risk and liquidity risk are managed by the Risk and Compliance Department. Supervisory Board The Supervisory Board monitors the structure of the risk management processes in the Bank. Audit Committee The Audit Committee is responsible for assessing effectiveness of internal controls, of the internal audit department, and of the risk management system. It also monitors the audit of financial statements and assesses external auditor’s independence. In addition, the Audit Committee supervises the compliance of Bank’s processes with laws and regulations. Internal Audit Department Risk management processes are periodically reviewed by the Internal Audit Department. The reviews relate to the setting and monitoring of risk management processes in the Bank. The Internal Audit Department reports the results of the reviews to the Bank’s management, and provides the Supervisory Board and the Board of Directors with findings and recommendations. 60 Annual Report 2010 (B) Strategy in using financial instruments The Bank operates as a specialized mortgage bank. The Bank’s activities are related to the provision of mortgage loans, primarily to private individuals (since 2008 exclusively). The main source of financing for these loans is represented by issued mortgage bonds and medium-term inter-bank deposits. In 2009, it was decided to gradually abandon funding of the Bank’s activities through the issue of mortgage bonds and to increasingly use ČSOB’s financial resources through loans and deposits. The equity of the Bank along with short-term inter-bank credit lines are used as complementary financing sources. The Bank does not accept primary deposits from clients, except for selected bulk-depositors and clients resources designated for the repayment of mortgage loans. The share of primary deposits of total liabilities is less than 1% in the long term. In planning for funds, the Bank considers the characteristics of its loan portfolio according to maturity (fixing) of interest rates and the expectation for new loan contracts within an active statement of financial position management. Using this approach, the Bank makes an effort to mitigate interest rate risk arising from the timing difference between the Bank’s assets and liabilities. As mortgage bonds represent the principal source of financial resources (with a declining importance in the future) and the crucial profit driver is the margin between interest income from loans and interest expense on funds, the Bank derives its interest rate policy from mortgage bond interest rates along with its resource costs, taking into account the conditions in the highly competitive market of mortgage loans. The Bank purchases bonds issued by the Ministry of Finance and treasury bills issued by the CCNB to control liquidity risk and meet liquidity limits. The Bank does not have any other securities. The Bank does not issue bank guarantees. The Bank does not use financial derivatives and all of its transactions are denominated in Czech Crowns. (C) Credit risk The Bank is exposed to credit risk, which is the risk that counterparty will not settle its liabilities in time or in full, leading to a financial loss. The Bank uses both internal and external resources to gather information for credit risk management purposes. Internal resources include the Bank’s own portfolio; external resources mainly include credit registers, which automatically provide positive and negative data as part of the application process. The Bank makes extensive use of the database, which serves as a basis for credit risk modelling, application process, debt recovery and financial impact calculations. Credit risk measurement The Bank uses the IRB (Internal Rating Based) approach to calculate capital requirements for its retail and non-retail exposures. As a result, credit risk is measured, monitored and managed based on the principles of this approach. For the retail exposure, statistical models have been developed for PD (Probability of Default), LGD (Loss Given Default) and EAD (Exposure at Default). Risk factors are determined based on risk-homogenous sets of exposure (so called pools). The models are validated and reassessed on a regular basis. Statistical models, whose purpose is to predict the probability of default, are also used in the application process in the form of application scorecards that measure risk-sensitive characteristics. The credit risk monitoring process is based on aggregated data and looks particularly at the development of default within the different sub-portfolios classified by product, distribution or client profiles. Different product portfolios are followed up at least monthly based, inter alia, on so-called vintages (time elapsed between loan origination and default). This provides information about portfolio developments in different periods. Exposure limits and concentration risk The Bank manages the level of credit risk accepted by setting the limits of risks acceptable in relation to one debtor or to a group of debtors. Such risks are periodically monitored and reviewed on an annual basis, and in the event of negative indicators are examined even more frequently. The limits set by the Bank are approved by the Board of Directors. The credit portfolio of the Bank may be characterized as highly diversified, particularly with regard to individual debtors. It comprises of a large number of small loans to clients employed in different industries, trades and regions, which at the same time include different age groups, professions and qualifications. The only exception is a loan of CZK 1,802 million Annual Report 2010 61 provided to a ČSOB Group company, Centrum Radlická, a.s. (2009: CZK 1,802 million). With the exception of this loan, the Bank is not exposed to an increased risk resulting from credit exposure concentration in relation to a particular entity or a group of interrelated parties. Application process The application process in retail is based on application scorecards for new customers and their individual assessment. Score calculations are fully automated. The application process makes extensive use of credit registers (delivering both positive and negative information) and additional external resources. Collateral and method of collateral valuation The Bank uses commonly tradable real estate and units, in particular residential premises, as eligible loan collateral. The main collateral class includes residential premises, i.e., houses and appartments. Other acceptable collateral includes building land, recreational facilities, apartment houses, universal operating facilities - non-residential premises and offices. The analysis of collateral values, i.e. determination of the current prices and long-term value of the pledged real estate is based on market valuation principles. The analysis is performed by trained and accredited personnel of the Bank or selected external appraisers. The Bank monitors the market value of collateral on a regular basis and requests additional collateral in accordance with the underlying loan agreement should the value of collateral decrease below the required level. Recovery of claims When dealing with impaired loans, the Bank uses both legal proceedings and out-of-court settlements. Among the measures applied most frequently are modifications to payment schedules, changes in the debtor entity, sale of loans, restructuring measures, sale of collateral (real estate properties) at auction as well as the direct sale of properties, proposals for payment orders and executory sale of properties, bankruptcy proceedings, etc. The Bank also uses the services of private bailiffs. The Bank prefers out-of-court settlements whenever possible. Analysis of financial instruments The table below analyses the structure of the financial assets of the Bank based on the maturity and classification thereof. The total amounts represent the maximum credit risk related to the individual asset class. For assets carried at fair value the current credit risk is shown; the maximum credit risk may increase in the future due to changes in the fair values of assets. 31 December 2010 Not impaired instruments Assets Cash and balances with central banks Impaired instruments Total Not overdue CZK million 1–30 days overdue CZK million Watched CZK million Doubtful CZK million Loss CZK million CZK million 21 0 0 0 0 21 Investment securities 9 0 0 0 0 9 9 0 0 0 0 9 – Available-for-sale securities 17,906 0 0 0 0 17,906 Loans and advances to customers Loans and advances to banks 130,052 7,956 3,049 2,449 1,564 145,070 – Individuals 125,628 7,929 3,005 2,448 1,560 140,570 – Legal entities 4,424 27 44 1 4 4,500 147,988 7,956 3,049 2,449 1,564 163,006 Undrawn commitments 6,855 400 42 15 5 7,317 – Individuals 6,855 400 42 15 5 7,317 – Legal entities 0 0 0 0 0 0 Total 62 Annual Report 2010 31 December 2009 Not impaired instruments Impaired instruments Total Not overdue CZK million 1–30 days overdue CZK million 19 0 0 0 0 19 Investment securities 832 0 0 0 0 832 – Available-for-sale securities 413 0 0 0 0 413 – Held-to-maturity securities Assets Cash and balances with central banks Watched Doubtful Loss CZK million CZK million CZK million CZK million 419 0 0 0 0 419 26,949 0 0 0 0 26,949 Loans and advances to customers 123,566 7,563 2,614 2,516 500 136,759 – Individuals 118,711 7,547 2,493 2,514 498 131,763 – Legal entities 4,855 16 121 2 2 4,996 Loans and advances to banks 151,366 7,563 2,614 2,516 500 164,559 Undrawn commitments Total 6,866 335 132 39 3 7,375 – Individuals 6,866 335 132 39 3 7,375 – Legal entities 0 0 0 0 0 0 Criteria for including loans into the loan portfolio Not impaired instruments A loan is classified as not impaired if principal or interest payments are not overdue for more than 30 days, or the information about the debtor’s financial / economic position is available, i.e. is unavailable for less than 60 days, and the instrument was not restructured within the previous 24 months. Watched loans A loan is classified as a watched advance if principal or interest payments are overdue for more than 30 days and less than 91 days, or the information about the debtor’s financial / economic position is unavailable for more than 60 days and less than 91 days, or the loan was restructured within the previous 6 to 24 months. Doubtful loans A loan is classified as a doubtful advance if principal and interest payments are overdue for more than 90 days and less than 361 days or the information about the debtor’s financial / economic position is unavailable for more than 90 days and less than 361 days or the loan was restructured within the previous 6 months. This category also includes the advances of debtors in administrative proceedings, except for bankruptcy, settlement or execution proceedings or liquidation. Loss loans A loan is classified as a loss advance if principal and interest payments are overdue for more than 360 days, or the information about the debtor’s financial / economic position is unavailable for more than 360 days, or there are petitions against the debtor of either bankruptcy, settlement or execution proceedings or the debtor is in liquidation. Annual Report 2010 63 Carrying amount of financial instruments that would otherwise be overdue whose terms have been renegotiated 2010 CZK million 2009 CZK million 1,029 440 Loans and advances to customers incl. undrawn commitments – Individuals – Legal entities Total 24 18 1,053 458 (D) Market risk The Bank takes on exposure only to interest rate risk which arises from the time structure differences of assets and liabilities. The Bank does not take exposure to currency and equity risk. For further details about these types of risks see below. (E) Derivative financial instruments The Bank does not utilise any derivative financial instruments. (F) Currency risk The financial positions and cash-flows of the Bank are not exposed to the risk of changes in foreign exchange rates, since all the operations of the Bank are performed in Czech crowns, except for a limited amount of operational transactions. (G) Interest rate risk The financial position and cash-flows of the Bank are exposed to the risk of movements of market interest rates due to the different time structure of the items on the asset side and liabilities side of the statement of financial position. The Bank uses the basis point value method (hereinafter “BPV”) as its main method of estimating the interest rate risk that its positions are exposed to. The Board of Directors sets the limit of acceptable risk for the BPV method which is monitored on a weekly basis. The BPV is based on a calculation of the present value of differences between assets and liabilities, including interest cash flows, reflecting a time spread determined by their maturity dates or revaluation, as appropriate. The BPV compares the present value of the above differences in terms of the current yield curve and a parallel shift of the yield curve by +1bps (see table). For operational management and detailed analysis of interest-rate exposures, the Bank uses the spread BPV method, where the overall BPV is broken down to different time spreads. The spread BPV position is monitored on a weekly basis, and the limits for selected time bands are set by the Board of Directors. In compliance with the parent company’s methodology, the liabilities reflect simulated cash flows from capital funds and the estimated drawing of approved loans. Other liabilities include the premium from mortgage bonds issued above par, assigned pursuant to the date of payment of the coupon relating to respective mortgage bond issues. To quantify a potential loss amount for unfavourable interest rate development, the Bank performs stress testing of interest rate risk on a quarterly basis. As recommended by the Basel Committee on Banking Supervision, the basic stress testing is based on the calculation of the present value of differences between interest rate sensitive assets and liabilities in individual time spreads for yield curve shifts, while an overall impact of an interest rate shock should not cause a capital decrease exceeding 20%. The calculation takes into account monthly spreads and parallel shifts of the yield curve by 200 bps. With respect to interest rate risk, loans are continuously analyzed on a premature redemption. The monthly volume of extraordinary redemption outside the period of the interest rate re-fixing is below 1% of the overall volume of loans and thus rather insignificant. Moreover, by the most common products (mortgage loans to individuals) sanctions for premature redemption may apply, which compensate for the interest-rate risk incurred by the Bank. 64 Annual Report 2010 The following table summarizes the spread BPV values used to operatively monitor and control the interest-rate risk, and documents the interest rate risk that the Bank’s positions are exposed to. 31 December 2010 1M 3M 6M 1Y 3Y 5Y 10Y 15Y 20Y 25Y 30Y BPV value in CZK million 0 0 0 4 4 (8) 1 1 2 1 0 Total BPV (in CZK million) 5 1M 3M 6M 1Y 3Y 5Y 10Y 15Y 20Y 25Y 30Y Hodnota BPV v mil. Kč 0 0 0 3 8 (11) 5 0 1 1 0 Total BPV (in CZK million) 7 31 December 2009 The following table summarizes the sensitivity of net interest income and equity to changes in market interest rates, provided the other market conditions remain constant. The sensitivity of net interest income represents the change of net interest income within a period of one year arising from the fluctuation of the interest rates of financial assets and liabilities that bear a variable interest rate and are held by the Bank as at 31 December 2010 and 31 December 2009, respectively. The sensitivity of equity represents the change of the revaluation of available-for-sale securities bearing a fixed interest rate arising from possible movements of market interest rates. The analysis of equity sensitivity also reflects the maturity of financial instruments. The overall sensitivity of the equity is based on the assumption of even/parallel shifts of yield curves, whereas the analysis taking into account the maturity of the financial instruments shows the sensitivity thereof to non-parallel shifts of the yield curves. 31 December 2010 Basis points change 10 (10) Sensitivity of equity Sensitivity of the net interest income CZK million 0–1 year CZK million 1–3 year CZK million 3–5 years CZK million Over 5 years CZK million Total CZK million 0.2 0 0 0 0 0 (0.2) 0 0 0 0 0 31 December 2009 Basis points change 10 (10) Sensitivity of equity Sensitivity of the net interest income CZK million 0–1 year CZK million 1–3 year CZK million 3–5 years CZK million Over 5 years CZK million Total CZK million (0.6) (0.32) 0 0 0 (0.32) 0.6 0.32 0 0 0 0.32 (H) Liquidity risk and maturity analysis Liquidity risk arises from situations when the Bank is not able to meet its liabilities within the due date or prematurely. To reduce the risk, the Bank performs regular monitoring of expected future cash flows and liquidity. The Bank is exposed to daily calls on its available cash resources especially due to drawdown on mortgage facilities and the repayment of inter-bank transactions. The Bank does not maintain cash resources to meet all of these needs as the Bank uses its experience of patterns of mortgage loan drawdown and repayments of inter-bank loans to predict a safety Annual Report 2010 65 level of reinvestment of maturing funds with a high level of certainty. The Board of Directors sets limits on the maximum allowed liquidity gap (cumulated) in individual time buckets, which is monitored on a monthly basis. The table below analyses assets and liabilities of the Bank into relevant maturity bands based on the period remaining at the reporting date to contractual maturity. 31 December 2010 Assets Cash and balances with central banks Investment securities Loans and advances to banks Loans and advances to customers Within 1 month CZK million 1–3 months CZK million 3–12 months CZK million 1–5 years CZK million Over 5 years CZK million Not specified CZK million Total CZK million 21 0 0 0 0 0 21 0 0 0 0 0 9 9 12 148 176 7,500 10,070 0 17,906 1,985 1,184 3,785 20,596 117,520 0 145,070 Other assets 6 0 4 0 0 227 237 Total assets 2,024 1,332 3,965 28,096 127,590 236 163,243 124 312 2,357 4,520 4 0 7,317 3,623 2,543 3,034 30,300 200 0 39,700 Undrawn commitments Liabilities Due to banks Due to customers Liabilities from debt securities Current tax liability Other liabilities Total liabilities Net assets / (liabilities) 452 0 0 3 0 0 455 29 479 4,989 5,647 90,422 0 101,566 0 0 115 0 0 0 115 59 92 0 0 0 171 322 4,163 3,114 8,138 35,950 90,622 171 142,158 (2,015) (1,470) (1,816) (3,334) 36,972 65 28,402 Within 1 month CZK million 1–3 months CZK million 3–12 months CZK million 1–5 years CZK million Over 5 years CZK million Not specified CZK million Total CZK million 19 0 0 0 0 0 19 31 December 2009 Assets Cash and balances with central banks 0 0 823 0 0 9 832 Loans and advances to banks Investment securities 1,485 4,564 8,090 2,180 10,630 0 26,949 Loans and advances to customers 1,665 1,220 4,081 19,352 110,441 0 136,759 Other assets 10 0 14 0 0 228 252 Total assets 3,179 5,784 13,008 21,532 121,071 237 164,811 143 369 2,678 4,185 0 0 7,375 156 146 3,294 28,800 200 0 32,596 Undrawn commitments Liabilities Due to banks Due to customers Liabilities from debt securities Current tax liability 491 0 0 0 3 0 494 2,100 2,733 5,782 6,101 94,136 0 110,852 0 0 59 0 0 0 59 Other liabilities 36 62 4 0 0 149 251 Total liabilities 2,783 2,941 9,139 34,901 94,339 149 144,252 539 3,212 6,547 (9,184) 26,732 88 27,934 Net assets / (liabilities) 66 Annual Report 2010 The table below analyses contractual undiscounted cash flows from financial assets and liabilities. 31 December 2010 Financial assets Cash and balances with central banks Investment securities Loans and advances to banks Within 1 month CZK million 1–3 months CZK million 3–12 months CZK million 1–5 years CZK million Over 5 years CZK million Not specified CZK million Total CZK million 21 0 0 0 0 0 21 0 0 0 0 0 9 9 12 178 420 9,507 14,882 0 24,999 Loans and advances to customers 1,983 2,937 9,668 49,321 192,683 0 256,592 Total financial assets 2,016 3,115 10,088 58,828 207,565 9 281,621 3,614 2,556 3,524 33,344 325 0 43,363 Financial liabilities Due to banks Due to customers Liabilities from debt securities Total financial liabilities Net financial assets / (liabilities) 452 0 0 3 0 0 455 0 572 7,253 19,770 130,577 0 158,172 4,066 3,128 10,777 53,117 130,902 0 201,990 (2,050) (13) (689) 5,711 76,663 9 79,631 Within 1 month CZK million 1–3 months CZK million 3–12 months CZK million 1–5 years CZK million Over 5 years CZK million Not specified CZK million Total CZK million 19 0 0 0 0 0 19 31 December 2009 Financial assets Cash and balances with central banks Investment securities Loans and advances to banks 0 0 836 0 0 9 845 1,485 4,589 8,529 4,125 14,882 0 33,610 Loans and advances to customers 1,825 4,428 19,047 43,622 164,272 0 233,194 Total financial assets 3,329 9,017 28,412 47,747 179,154 9 267,668 162 178 3,751 32,198 333 0 36,622 Financial liabilities Due to banks 491 0 0 0 3 0 494 Liabilities from debt securities Due to customers 2,084 2,870 8,519 23,672 153,604 0 190,749 Total financial liabilities 2,737 3,048 12,271 55,870 153,940 0 227,865 592 5,969 16,141 (8,123) 25,214 9 39,803 Net financial assets / (liabilities) Annual Report 2010 67 The table below analyses expected cash flows from assets and liabilities. 31 December 2010 Assets Cash and balances with central banks Investment securities Loans and advances to banks Loans and advances to customers Within 1 year CZK million Over 1 year CZK million Total CZK million 21 0 21 0 9 9 336 17,570 17,906 38,880 106,190 145,070 Other assets 10 227 237 Total assets 39,247 123,996 163,243 9,200 30,500 39,700 Liabilities Due to banks Due to customers Liabilities from debt securities Current tax liability 452 3 455 5,497 96,069 101,566 115 0 115 Other liabilities 151 171 322 Total liabilities 15,415 126,743 142,158 Net assets / (liabilities) 23,832 (2,747) 21,085 Within 1 year CZK million Over 1 year CZK million Total CZK million 19 0 19 31 December 2009 Assets Cash and balances with central banks Investment securities 823 9 832 Loans and advances to banks 14,139 12,810 26,949 Loans and advances to customers 53,217 83,542 136,759 Other assets 24 228 252 Total assets 68,222 96,589 164,811 3,596 29,000 32,596 491 3 494 10,615 100,237 110,852 59 0 59 Liabilities Due to banks Due to customers Liabilities from debt securities Current tax liability Other liabilities 102 149 251 Total liabilities 14,863 129,389 144,252 Net assets / (liabilities) 53,359 (32,800) 20,559 68 Annual Report 2010 4 Significant Accounting Estimates and Judgements (A) Impairment of loans The Bank assesses its loan portfolio on a monthly basis. The Bank regularly reviews whether there is any observable data indicating that there is a measurable decrease in the estimated future cash-flows from a portfolio of loans before the individual loan is impaired which may influence the quality of the portfolio. The evidence that the asset is impaired may include observable data indicating an adverse change in the payment status of borrowers as a group or related national or local socio-economic conditions that correlate with defaults on the assets in the group. The Bank’s management uses estimates based on the historical loss experience of the loan portfolio. (B) Held-to-maturity investments In compliance with IAS 39 and related regulations, the Bank must exercise judgement in classifying financial assets as held-to-maturity investments at the date of acquisition as it must evaluate if it has the positive intention and ability to hold the asset until maturity. If the Bank fails to fulfil these conditions and sells the investment before its maturity under other than specific circumstances, for example, selling an insignificant amount close to maturity, it will be required to reclassify the entire class as available-for-sale. In such cases, the investments are revalued from amortized cost to fair value. The Bank had no held-to-maturity investments as at 31 December 2010. As at 31 December 2009, the revaluation of held-to-maturity investments to fair value would increase the Bank’s equity by CZK 6 million. (C) Available-for-sale securities The Bank determines that available-for-sale instruments are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires judgement. Also, for an impairment assessment of equity instruments evidence of deterioration in the financial health of the issuer, industry and sector performance, changes in technology, operational and financing cash flows are taken into account. 5 Interest and Similar Income Interest on loans and advances to customers 2010 CZK million 2009 CZK million 7,855 6,914 Interest on investment securities 8 34 – available-for-sale securities 2 12 – held-to-maturity securities 6 22 Interest on balances with central bank and loans and advances to banks 784 689 8,647 7,637 Included within interest income for 2010 is CZK 502 million (2009: CZK 194 million) of interest income accrued on impaired loans and advances. In 2010, interest income includes CZK 784 million related to ČSOB (2009: CZK 689 million) and CZK 70 million related to Centrum Radlická a.s. (2009: CZK 70 million). Annual Report 2010 69 Interest and similar expense 2010 CZK million 2009 CZK million 3,679 4,062 0 1 Interest on liabilities from debt securities Interest on due to customers Interest on due to banks 1,306 891 4,985 4,954 Interest expense includes CZK 4,610 million related to ČSOB, Českomoravská stavební spořitelna, a.s. (“ČMSS”) and ČSOB Investment Banking Services, a.s. (“ČSOB IBS”), (2009: CZK 4,223 million related to ČSOB, ČMSS, ČSOB IBS, ČSOB Investiční společnost, a.s. (“ČSOB IS”) and Auxilium, a.s.). 6 Fee and Commission Income and Expense 2010 CZK million 2009 CZK million 401 361 7 6 408 367 17 16 Credit related fees Commissions from Ministry of Regional Development Fee and commission income Brokerage fees paid and other fees and commissions Fee and commission expense 17 16 391 351 2010 CZK million 2009 CZK million Rental income 6 4 Income from sale of property 1 1 Net fees and commissions income 7 Other Operating Income Income from a premature termination of money market deposits Other income Reversal / use of provisions (Note 10) 151 0 4 9 3 0 165 14 All lease contracts relate to the lease or sub-lease of real estate and are concluded for an indefinite period of time; therefore, the value of future minimum payments received from these contracts cannot be determined. All money market deposits that were prematurely terminated were entered into with ČSOB. Other Operating Expense 2010 CZK million 2009 CZK million 160 0 3 3 163 3 Expense from a premature termination of money market deposits Other expenses All money market deposits that were prematurely terminated were entered into with ČSOB. 70 Annual Report 2010 8 Administrative Expense Staff costs (Note 9) 2010 CZK million 2009 CZK million 410 376 Marketing and public relations expenses 65 58 Amortisation of intangible assets and depreciation of property, plant and equipment (Note 18) 52 41 Operating leases 42 43 Other real estate expenses 9 8 Creation of provisions (Note 10) 0 3 Other administrative expenses 96 89 674 618 In 2010 the expense associated with the operation of vehicles relating to ČSOB Leasing, a.s. (“ČSOB L”) amounted to CZK 3 million (2009: CZK 4 million). Operating leases due to ČSOB were CZK 21 million (2009: CZK 22 million) and other services amounted to CZK 11 million (2009: CZK 7 million). Future minimum payments under operating lease 2010 CZK million 2009 CZK million Within 1 year 10 8 1–5 years 15 8 Over 5 years 0 0 25 16 The information above relates to a lease contract for non-residential premises which was concluded for a definite period of time. All other lease contracts also relate to the lease or sub-lease of real estate, however, these were concluded for an indefinite period of time; therefore, the value of future minimum payments received from these contracts cannot be determined. 9 Staff Costs Wages and salaries Salaries and bonuses of the Board of Directors members Salaries and bonuses of the Supervisory Board members and Audit Committee 2010 CZK million 2009 CZK million 217 206 29 24 2 1 Salaries and bonuses of other key management personnel 47 42 Social and health insurance 93 83 Other personnel costs 22 20 410 376 Annual Report 2010 71 Staff statistics Average number of employees 2010 2009 426 436 Number of Board of Directors members 4 4 Number of Supervisory Board members 6 5 Number of Audit Committee members 3 0 Salaries and bonuses of the members of statutory bodies represent the remuneration from the employment and from the membership in statutory bodies. 10 Provisions In 2009 a restructuring provision of CZK 2 million was established due to a fundamental reorganisation of the Bank’s process relating to correspondence and a part of the process relating to the electronic processing of existing loan agreements. The change resulted from the outsourcing of these services to the parent company, ČSOB. A material portion of the restructuring was performed in 2009. The project was completed in the first half of 2010, when a substantial portion of the provision was used and the remaining portion reversed. In 2009 a provision for legal disputes of CZK 1 million was established due to the risk of cash outflows arising from legal claims. The litigation was closed in 2010 and, accordingly, the grounds for maintaining the provision ceased. Restructuring provision CZK million Provision for legal disputes CZK million Total CZK million Opening net book value 0 0 0 Creation of provisions 2 1 3 Reversal of provisions 0 0 0 Year ended 31 December 2009 Use of provisions 0 0 0 Closing net book value 2 1 3 2 1 3 Year ended 31 December 2010 Opening net book value Creation of provisions 0 0 0 Reversal of provisions (1) (1) (2) Use of provisions (1) 0 (1) 0 0 0 31 December 2010 CZK million 31 December 2009 CZK million Closing net book value 11 Impairment Losses on Assets The Bank has the following allowances for assets: Allowances Allowances for loans and advances to customers (Note 17) 1,857 843 Total allowances for financial assets 1,857 843 Allowances for other assets (Note 19) 1 0 Total allowances for operating assets 1 0 1,858 843 Total allowances 72 Annual Report 2010 The movements in allowances can be analysed as follows: Loans and Loans and Property, plant advances to advances to Operating assets and equipment customers – customers – – individually – individually individually collectively created allowances created allowances created allowances created allowances CZK million CZK million CZK million CZK million As at 1 January 2009 86 185 Use of allowances (10) Reversal of allowances (36) Creation of allowances Transfers between categories As at 31 December 2009 Total CZK million 18 0 289 (126) 0 0 (136) (31) (18) 0 (85) 149 626 0 0 775 (24) 24 0 0 0 165 678 0 0 843 (2) (83) 0 0 (85) Use of allowances Reversal of allowances (73) (117) 0 0 (190) Creation of allowances 200 1,089 0 1 1,290 Transfers between categories As at 31 December 2010 (4) 4 0 0 0 286 1,571 0 1 1,858 Net increase in allowances for impairment losses on assets Recoveries Write-offs and net loss from the assignment of receivables Impairment losses on assets 2010 CZK million 2009 CZK million (1,015) (554) 1 0 (79) (136) (1,093) (690) 2010 CZK million 2009 CZK million 12 Income Tax Expense Profit before income tax 2,288 1,737 Tax calculated at applicable tax rate of 19% (2009: 20%) 435 348 Tax effect of non-taxable income (34) (41) 10 5 411 312 29 36 Tax effect of tax non-deductible expenses Current tax expense 19% (2009: 20%) Deferred tax (income) / expense Income tax expense Effective tax rate 440 348 19.23% 20.02% Annual Report 2010 73 Net deferred tax asset / (liability) includes the following items: 2010 CZK million 2009 CZK million 7 6 Deferred tax liability Accelerated tax depreciation Application of effective interest rate to loans and advances to customers 103 72 110 78 Net profit/(-)loss from revaluation of available-for-sale assets (Note 15) 0 (1) Creation of provisions 0 1 Other 4 0 4 0 (106) (78) (78) (41) (1) 0 (31) (32) 1 (2) 0 (4) (1) 1 Deferred tax asset Net deferred tax (liability) / asset Net deferred tax (liability) / asset Opening balance Change in accelerated tax accumulated depreciation Change due to effective interest rate of loans and advances to customers Change in the net profit/(-)loss from revaluation of available-for-sale securities Change in revaluation of property, plant and equipment Change in provisions Change in other items Closing balance 4 0 (106) (78) The enacted tax rate for 2010 was 19% (2009: 20%). Deferred tax is calculated for all taxable temporary differences using the full liability method using a tax rate of 19%, which is the income tax rate to be used for 2010 and the following years, respectively. The Bank expects that the net deferred tax asset will be fully utilized against future taxable profits. The estimated amount of the deferred tax realizable within 12 months is CZK 2 million in 2010 (2009: CZK 3 million). 13 Components of other Comprehensive Income Net profit/(loss) from the revaluation of available-for-sale securities includes unrealised gains or unrealised losses on changes in the fair value of available-for-sale securities, which was CZK (3) million in 2010 (2009: CZK 6 million). Unrealised gains and losses arising from fair value changes were not reflected in the income tax calculation. However, they were reflected in the deferred tax calculation (Note 12). 14 Cash and Balances with Central Banks Mandatory minimum reserves 31 December 2010 CZK million 31 December 2009 CZK million 21 19 Mandatory minimum reserves are the Bank’s mandatory deposits with the ČNB and are not available for use in the Bank’s day-to-day operations. These deposits bear interest at the CZK repo rate, which was 0.75% p.a. as at 31 December 2010 (31 December 2009: 1.00% p.a.). 74 Annual Report 2010 15 Investment Securities 31 December 2010 CZK million 31 December 2009 CZK million 0 404 Available-for-sale securities Government debt securities in dematerialised form Shares 9 9 Total available-for-sale securities 9 413 0 419 Held-to-maturity securities Government debt securities in dematerialised form Total held-to-maturity securities 0 419 Total investment securities 9 832 In 2006 the Bank acquired a 9% investment in LEXXUS, a.s., at a cost of CZK 9 million which was accounted for as available-for-sale securities. Being an unquoted equity instrument, its fair value cannot be measured reliably due to the following reasons: – No quoted company has entered the stock exchange which resembles LEXXUS, a.s., in respect of its scope of business; – LEXXUS, a.s., does not pay dividends; – An accurate estimate of future cash flows utilising the models for determining the fair value of an instrument by discounting the future cash flows is not possible. For these reasons the carrying amount of the financial asset was stated equal to its acquisition cost. The Bank’s management believes this cost approximates the fair value of the investment. Government debt securities held by the Bank were traded on the Prague Stock Exchange (“BCPP”), the treasury bills held by the Bank were traded over-the-counter (“OTC”). Fair value revaluation of available-for-sale government debt securities was based on prices quoted at BCPP as at the reporting date. 16 Loans and Advances to Banks 31 December 2010 CZK million Current accounts with banks (Note 26) Term deposits with banks 31 December 2009 CZK million 10 3 17,896 26,946 17,906 26,949 31 December 2010 CZK million 31 December 2009 CZK million 146,601 136,724 326 878 All current accounts and term deposits are held with ČSOB. 17 Loans and Advances to Customers Mortgage loans Other loans Allowances for loans and advances to customers (Note 11) Total (1,857) (843) 145,070 136,759 As at 31 December 2010 the Bank accepted collateral of CZK 140,756 million (31 December 2009: CZK 131,872 million) received for mortgage loans granted. This collateral consists mainly of real estate and is used to secure mortgage loans. The real estate is stated at fair value and individually recorded at the lower amount of the fair value and the total exposure of the secured loan. Annual Report 2010 75 Loans to related parties Loans and advances to customers include the following loans to related parties: 31 December 2010 CZK million 31 December 2009 CZK million 1,802 1,802 16 10 Group companies: Centrum Radlická a.s. Bank’s management: Board of Directors Supervisory Board Other key management personnel Total 2 6 38 33 1,858 1,851 As at 31 December 2010 the Bank accepted collateral of CZK 1,853 million (31 December 2009: CZK 1,851 million) received for mortgage loans granted to related parties. 18 Intangible Assets, Property, Plant and Equipment Intangible assets Software CZK million Other CZK million Total CZK million 183 9 192 (158) (8) (166) 25 1 26 25 1 26 As at 1 January 2009 Cost Accumulated amortisation Net book value Year ended 31 December 2009 Opening net book value Additions Amortisation charge Closing net book value 38 4 42 (17) (1) (18) 46 4 50 As at 31 December 2009 Cost 221 13 234 (175) (9) (184) 46 4 50 Opening net book value 46 4 50 Additions 31 1 32 Accumulated amortisation Net book value Year ended 31 December 2010 Disposals Amortisation charge Closing net book value 0 (4) (4) (28) (1) (29) 49 0 49 252 10 262 (203) (10) (213) 49 0 49 As at 31 December 2010 Cost Accumulated amortisation Net book value 76 Annual Report 2010 Property, plant and equipment Land and buildings CZK million Equipment CZK million Other CZK million Total CZK million Cost 165 119 42 326 Accumulated depreciation (59) (94) (26) (179) Net book value 106 25 16 147 106 25 16 147 As at 1 January 2009 Year ended 31 December 2009 Opening net book value Additions 1 18 0 19 Disposals (1) (8) (6) (15) Disposals – accumulated depreciation 0 12 2 14 Depreciation charge (3) (17) (3) (23) Impairment losses on assets (Note 11) 18 0 0 18 121 30 9 160 Closing net book value As at 31 December 2009 Cost 165 129 36 330 Accumulated depreciation (44) (99) (27) (170) Net book value 121 30 9 160 Year ended 31 December 2010 Opening net book value 121 30 9 160 Additions 0 14 6 20 Disposals 0 (15) (3) (18) Disposals – accumulated depreciation 0 15 3 18 Depreciation charge (4) (15) (4) (23) 117 29 11 157 Cost 165 128 39 332 Accumulated depreciation and impairment losses on assets (48) (99) (28) (175) Net book value 117 29 11 157 Closing net book value As at 31 December 2010 The Bank does not have any assets acquired under finance lease contracts and has no pledged intangible assets or pledged property, plant and equipment. 19 Other Assets 31 December 2010 CZK million Operating advances granted 31 December 2009 CZK million 4 4 13 11 Receivables from the sale of loans and advances 0 11 Receivables from brokerage fees 5 3 Estimated receivables Other receivables 7 10 29 39 As at 31 December 2010 other assets include receivables of CZK 15 million from ČSOB related to loan cross-selling (31 December 2009: CZK 10 million related to loan cross-selling). Annual Report 2010 77 20 Due to Banks 31 December 2010 CZK million Liabilities repayable on demand (Note 26) Term liabilities to banks 31 December 2009 CZK million 208 31 39,492 32,565 39,700 32,596 31 December 2010 CZK million 31 December 2009 CZK million 452 491 3 3 455 494 31 December 2010 CZK million 31 December 2009 CZK million All deposits from banks are due to ČSOB. 21 Due to Customers Liabilities repayable on demand Term accounts with maturity 22 Liabilities from Debt Securities Effective interest rate (%) 2010 (%) 2009 - HZL2 CZ0002000029 5 years (fix) 0 0 2 2 - HZL4 CZ0002000094 5 years (fix) 0 0 7 7 - HZL5 CZ0002000136 5 years (fix) 0 0 3 3 - HZL6 CZ0002000144 5 years (fix) 0 0 2 2 Mortgage bonds - HZL7 CZ0002000169 5 years (fix) 0 0 1 1 - HZL13 CZ0002000300 7 years (fix) 0 3.79 1 2,018 - HZL19 CZ0002000474 5 years (fix) 0 3.35 0 2,080 - HZL21 CZ0002000532 5 years (fix) 0 2.84 1 2,583 - HZL22 CZ0002000581 30 years (float) 4.22 4.16 2,586 2,588 - HZL23 CZ0002000607 30 years (float) 3.55 3.50 2,053 2,054 - HZL24 CZ0002000615 15 years (fix) 3.18 3.14 238 255 - HZL25 CZ0002000656 10 years (float) 0 0 3,136 3,164 - HZL26 CZ0002000714 30 years (float) 3.09 3.04 1,018 1,019 - HZL27 CZ0002000722 30 years (float) 2.40 3.31 2,035 2,038 - HZL28 CZ0002000730 30 years (float) 2.78 2.75 3,052 3,053 - HZL29 CZ0002000748 30 years (float) 2.52 3.13 1,017 1,018 - HZL31 CZ0002000797 5 years (fix) 3.60 3.55 2,583 2,607 - HZL34 CZ0002000862 5 years (fix) 3.63 3.58 1,533 1,549 - HZL37 CZ0002000961 3 years (fix) 0 3.29 0 2,076 - HZL38 CZ0002000979 5 years (fix) 3.50 3.45 1,049 1,060 - HZL39 CZ0002000987 10 years (float) 3.56 3.51 2,018 2,039 - HZL40 CZ0002001001 30 years (float) 2.18 3.61 2,361 2,389 - HZL41 CZ0002001019 5 years (fix) 3.93 3.87 1,042 1,051 - HZL42 CZ0002001076 28 years (float) 3.99 3.93 1,258 1,263 78 Annual Report 2010 Effective interest rate (%) 2010 (%) 2009 31 December 2010 CZK million 31 December 2009 CZK million - HZL43 CZ0002001092 30 years (float) 2.40 3.96 3,129 3,167 - HZL44 CZ0002001100 30 years (float) 2.27 4.07 2,501 2,530 - HZL45, CZ0002001118, 30 years (float) 2.23 4.06 1,853 1,874 - HZL46, CZ0002001167, 30 years (float) 2.16 3.81 2,475 2,499 - HZL47, CZ0002001183, 30 years (float) 4.04 3.99 2,268 2,298 - HZL48, CZ0002001217, 30 years (float) 2.25 3.98 1,848 1,863 - HZL49, CZ0002001233, 20 years (fix) 4.68 4.61 597 600 - HZL50, CZ0002001241, 15 years (fix) 4.60 4.54 576 581 - HZL51, CZ0002001258, 30 years (float) 4.38 4.32 618 621 - HZL52, CZ0002001266, 30 years (float) 2.26 3.92 2,218 2,256 - HZL53, CZ0002001308, 30 years (float) 4.25 4.19 1,689 1,711 - HZL54, CZ0002001621, 30 years (float) 2.36 4.06 2,457 2,471 - HZL55, CZ0002001738, 30 years (float) 4.21 4.15 1,549 1,572 - HZL56, CZ0002001712, 30 years (float) 2.20 3.92 5,604 5,695 - HZL57, CZ0002001720, 30 years (float) 4.00 3.95 5,707 5,794 - HZL58, CZ0002001936, 30 years (float) 4.29 4.23 7,443 7,469 - HZL59, CZ0002001944, 30 years (float) 2.90 4.19 8,766 8,897 - HZL60, CZ0002001951, 30 years (float) 4.12 4.06 7,709 7,738 - HZL61, CZ0002001969, 30 years (float) 2.75 4.14 7,545 7,655 - HZL62, CZ0002001977, 30 years (float) 2.33 4.13 7,517 7,642 - HZL63, CZ0002002256, 5 years (fix) 3.00 0 501 0 101,566 110,852 Mortgage bonds The Bank’s related parties, ČSOB, ČMSS and ČSOB IBS (in 2009 also ČSOB IS and Auxilium, a.s.), held CZK 92,509 million (at amortized cost) mortgage bonds as at 31 December 2010 (31 December 2009: CZK 95,876 million). The mortgage bond balances with no effective interest rate disclosed in the table above relate to liabilities from unpaid coupons of issues which have already matured. 23 Other Liabilities 31 December 2010 CZK million 31 December 2009 CZK million 108 67 0 1 Liabilities from other unsettled financial transactions (clearing system, credit withdrawals) 48 65 Other liabilities 60 37 216 170 Estimated payables Liabilities from unsettled transactions with securities As at 31 December 2010 other liabilities did not include any liabilities to related parties except for outstanding wages and emoluments of the Board of Directors of CZK 13 million (31 December 2009: CZK 11 million). As at 31 December 2010 and 2009 the Bank did not have any overdue liabilities. Annual Report 2010 79 24 Equity and Profit Distribution Share capital 31 December 2010 CZK million 31 December 2009 CZK million 5,076 5,076 Issued and fully paid Issuance of shares Date of registration at Commercial Register Decrease of nominal value of shares Nominal value of share CZK Number of shares Units Nominal value CZK million 17 July 2002 500 1,328,373 664 Issue XI 13 August 2003 500 1,310,060 655 Issue XII 1 September 2004 500 2,631,044 1,316 Issue XIII 25 January 2007 500 1,646,737 823 Issue XIV 11 April 2008 500 3,236,442 1,618 Issue XV 11 December 2009 500 6 0 Total as at 31 December 2009 10,152,662 5,076 Total as at 31 December 2010 10,152,662 5,076 All the issues bear the same ISIN CZ0008030509. The share capital did not see any changes in 2010. The latest change took place in 2009 when on 20 November 2009, the sole shareholder of the Bank decided on a share capital increase. The share capital increase was performed by the subscription of 6 units of bearer ordinary shares, issued in dematerialised form with a nominal value of CZK 500 each and became effective as at 11 December 2009. The total amount of issued and paid shares (including share premium) was CZK 6,000 million. Shareholders The structure of the Bank’s shareholders is as follows: 31 December 2010 % Name ČSOB 31 December 2009 % 100.00 100.00 100.00 100.00 On 31 December 2010 ČSOB was directly controlled by KBC Bank NV, which had an ownership interest in ČSOB of 100% (31 December 2009: 100%). On the same date KBC Bank NV was controlled by KBC Group NV. Thus, KBC Group NV was indirectly exercising ultimate control over the Bank. On 4 May 2009 the Annual General Meeting decision dated 9 September 2005 on the buy-out of shares by the majority shareholder in accordance with Section 183i et seq. of the Commercial Code (a so-called “squeeze-out”) became effective. Since that date, ČSOB has been the sole shareholder of the Bank. Until 4 May 2009 the Bank’s shares were registered for trading in the RM-System. Since that date the shares were excluded from the RM-System. Reserve fund Under the Commercial Code, the Bank is required to allocate 5% of annual profit to a non-distributable statutory reserve fund until the balance reaches 20% of share capital. 80 Annual Report 2010 Profit distribution The distribution of 2010 profit was not yet decided. The distribution of 2009 and 2008 profit is shown in the Statement of Changes in Shareholders’ Equity. Basic and diluted earnings per share Basic and diluted earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year, excluding the average number of ordinary shares purchased by the Bank and held as treasury shares. 2010 Net profit (CZK million) 2009 1,848 1,389 Weighted average number of ordinary shares in issue (in millions) 10.152 10.152 Basic and diluted earnings per share (in CZK per share) 182.02 136.82 Dividends per share In 2010 the Bank paid total dividends of CZK 1,319 million (2009: CZK 4,071 million), i.e. CZK 130 per share and (2009: CZK 401 per share). Equity management The Bank’s primary objective is to manage the volume and structure of capital in compliance with legal requirements (changes in economic conditions and activities of the Bank). The amount of the Bank’s capital is monitored according to rules and indicators defined by the Basel Committee on Banking Supervision (Basel II) and accepted by the Czech National Bank (CNB’s Decree No. 123/2007 Coll., effective as of 1 July 2007). In 2010 and 2009 the Bank complied with its regulatory imposed capital requirements. Carrying amount 2010 CZK million Carrying amount 2009 CZK million Capital – Tier 1 19,188 19,118 Capital – Tier 2 275 3 Deductible items Total capital Minimal capital requirement 0 (305) 19,463 18,816 4,003 3,742 Capital adequacy under Tier 1 38.35% 40.87% Capital adequacy 38.90% 40.23% The Bank’s capital consists of Tier 1 and Tier 2. Tier 1 comprises share capital, share premium, retained earnings and reserve fund. Tier 2 includes positive revaluation difference from changes in the fair value of securities and a surplus of the coverage of loan losses expected under the IRB approach. 25 Contingent Liabilities and Undrawn Credit Facilities As at 31 December 2010 and 2009 the Bank had no contingent liabilities to third parties. Undrawn credit facilities include: Undrawn credit facilities by customers 31 December 2010 CZK million 31 December 2009 CZK million 7,317 7,375 Annual Report 2010 81 Undrawn credit facilities represent a contractual obligation to provide or renew a loan, usually within a fixed time frame. The undrawn credit limits need not be used in full and, accordingly, their contractual value need not represent the total amount of contingent liabilities. 26 Cash and Cash Equivalents 31 December 2010 CZK million Current accounts with banks (Note 16) Due to banks repayable on demand (Note 20) 31 December 2009 CZK million 10 3 (208) (31) (198) (28) 27 Fair Values of Financial Assets and Liabilities The following table summarises the carrying amounts and fair values of those financial assets and liabilities not presented on the Bank’s statement of financial position at their fair value: 31 December 2010 Carrying value CZK million 31 December 2009 Fair value CZK million Carrying value CZK million Fair value CZK million Financial assets Held-to-maturity securities Loans and advances to banks Loans and advances to customers 0 0 419 425 17,906 18,034 26,949 26,648 145,070 152,040 136,759 147,285 39,700 40,138 32,596 33,229 455 454 494 493 101,566 105,095 110,852 108,310 Financial liabilities Due to banks Due to customers Liabilities from debt securities The following methods and assumptions were used in estimating the fair values of the Bank’s financial assets and liabilities: Held-to-maturity securities Fair values for held-to-maturity securities are based on quoted market prices. Such quotes are obtained from relevant stock exchanges, if stock exchange activity for the particular security is considered sufficiently liquid. The Bank does not invest into securities which do not comply with such requirements. Loans and advances to banks The carrying values of current account balances are, by definition, equal to their fair values. The fair values of term deposits with banks are estimated by discounting their future cash flows using current interbank market rates. Loans and advances to customers The fair values of loans to customers are estimated as the present value of discountable future cash flows using current market rates. Fair value incorporates expected future losses, whilst the carrying value includes only losses incurred at the reporting date. 82 Annual Report 2010 Due to banks The fair values of amounts due to banks are estimated by discounting their future cash flows using current interbank market rates. Due to customers The fair values of current accounts and term deposits with equal to or less than one year remaining maturity approximate their carrying values. The fair values of other term deposits are estimated by discounting their future cash flows using rates currently offered for deposits of similar characteristics and similar remaining maturities. Liabilities from debt securities Bonds issued are publicly traded and their fair values are based upon quoted market prices. If quoted market prices are not available, the fair values are estimated using quoted fair values of similar securities or using expert valuation models. 28 Segment Reporting All the operations of the Bank are performed in the Czech Republic, therefore only business segmentation is relevant for the Bank. Definitions of segments: – Legal entity – trading company established for business purposes or municipality. – Individual – private individual applying for the loan under their personal identification number. – Treasury – include all assets and liabilities, except for loans and advances to customers and due to customers, which are used for financing needs, placement of free cash resources – Other – includes all other assets, liabilities and equity not included in other segments. The profit of segments of legal entities and individuals generated by the income from provided loans is partially set off by the loss of the treasury segment due to financing of these loans. Annual Report 2010 83 The Bank classifies its operations in the following segments: 31 December 2010 Legal entities CZK million Individuals CZK million Treasury CZK million Other CZK million Total CZK million Cash and balances with central banks 0 0 21 0 21 Investment securities 0 0 9 0 9 Loans and advances to banks 0 0 17,906 0 17,906 Assets Loans and advances to customers 4,500 140,570 0 0 145,070 Other assets 0 0 0 237 237 Total assets 4,500 140,570 17,936 237 163,243 0 7,317 0 0 7,317 0 0 39,700 0 39,700 Undrawn loans Liabilities and equity Due to banks Due to customers 56 399 0 0 455 Liabilities from debt securities 0 0 101,566 0 101,566 Current tax liability 0 0 0 115 115 Deferred tax 0 0 0 106 106 Other liabilities 0 0 0 216 216 Equity 0 0 0 21,085 21,085 56 399 141,266 21,522 163,243 4,610 136,146 0 0 140,756 Total liabilities and equity Collateral received Legal entities CZK million Individuals CZK million Treasury CZK million Other CZK million Total CZK million 238 7,617 792 0 8,647 0 0 (4,985) 0 (4,985) 238 7,617 (4,193) 0 3,662 Statement of comprehensive income Interest and similar income Interest and similar expense Net interest income Fee and commission income 2 406 0 0 408 Fee and commission expense 0 (17) 0 0 (17) Net fee and commission income 2 389 0 0 391 Other operating income 0 0 151 14 165 Other operating expense 0 0 (160) (3) (163) Administrative expense 0 0 0 (674) (674) Impairment losses on assets 0 (1,093) 0 0 (1,093) Profit/loss of the segment 240 6,913 (4,202) (663) 2,288 Income tax expense Net profit of the segment for the year Available-for-sale securities – net loss on revaluation recognised directly in equity Total comprehensive income of the segment for the year 84 Annual Report 2010 0 0 0 (440) (440) 240 6,913 (4,202) (1,103) 1,848 0 0 (3) 0 (3) 240 6,913 (4,205) (1,103) 1,845 31 December 2009 Legal entities CZK million Individuals CZK million Treasury CZK million Other CZK million Total CZK million Cash and balances with central banks 0 0 19 0 19 Investment securities 0 0 832 0 832 Loans and advances to banks 0 0 26,949 0 26,949 Assets Loans and advances to customers 4,995 131,764 0 0 136,759 Other assets 0 0 0 252 252 Total assets 4,995 131,764 27,800 252 164,811 0 7,375 0 0 7,375 0 0 32,596 0 32,596 67 427 0 0 494 0 0 110,852 0 110,852 Undrawn loans Liabilities and equity Due to banks Due to customers Liabilities from debt securities Current tax liability 0 0 0 59 59 Deferred tax 0 0 0 78 78 Other liabilities 0 0 0 173 173 Equity 0 0 0 20,559 20,559 Total liabilities and equity Collateral received 67 427 143,448 20,869 164,811 5,012 126,860 0 0 131,872 Legal entities CZK million Individuals CZK million Treasury CZK million Other CZK million Total CZK million 255 6,659 723 0 7,637 (1) 0 (4,953) 0 (4,954) 254 6,659 (4,230) 0 2,683 Statement of comprehensive income Interest and similar income Interest and similar expense Net interest income Fee and commission income 2 365 0 0 367 Fee and commission expense 0 (16) 0 0 (16) Net fee and commission income 2 349 0 0 351 Other operating income 0 14 0 0 14 Other operating expense 0 0 0 (3) (3) Administrative expense 0 0 0 (618) (618) Impairment losses on assets 0 (708) 0 18 (690) Profit/loss of the segment 256 6,314 (4,230) (603) 1,737 Income tax expense Net profit of the segment for the year Available-for-sale securities – net loss on revaluation recognised directly in equity Total comprehensive income of the segment for the year 0 0 0 (348) (348) 256 6,314 (4,230) (951) 1,389 0 0 6 0 6 256 6,314 (4,224) (951) 1,395 29 Subsequent Events No subsequent events occurred between the reporting date and the date of authorisation of the accompanying financial statements, which would have a material impact on the financial statements of the Bank. Annual Report 2010 85 Report on Relations Between Related Parties pursuant to the provision of Section 66a) of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter the “CC”) of the Board of Directors of Hypoteční banka, a.s. 1. Controlled Entity Hypoteční banka, a.s. Prague 5, Radlická 333/150, postal code 150 57 Business Registration No. (IČ): 13584324 Entered in the Commercial Register maintained by the Regional Court in Prague, Section B, Insert 3511 (hereinafter the “Company”) 2. Period under Review This Report describes the relations between Related Parties pursuant to Section 66a of Act No. 513/1991 for the last reporting period, i.e., the period from 1 January 2010 to 31 December 2010 (hereinafter the “Period under review”) 3. Structure of the Group Ultimate Controlling Entity: KBC Group N.V. (Belgium, 1080 Brussels, Havelaan 2) Controlled Entities with which Hypoteční banka, a.s. executed agreements: Československá obchodní banka, a. s., Business Registration No. (IČ): 00001350 Českomoravská stavební spořitelna, a.s., Business Registration No. (IČ): 49241397 Centrum Radlická a.s., Business Registration No. (IČ): 26760401 ČSOB Penzijní fond Stabilita, a. s., člen skupiny ČSOB, Business Registration No. (IČ): 61859265 ČSOB Penzijní fond Progres, a. s., člen skupiny ČSOB, Business Registration No. (IČ): 60917776 ČSOB Leasing, a.s., Business Registration No. (IČ): 63998980 ČSOB Leasing pojišťovací makléř, s.r.o., Business Registration No. (IČ): 27151221 ČSOB Asset Management, a.s., člen skupiny ČSOB, Business Registration No. (IČ): 63999463 ČSOB Investiční společnost, a.s., člen skupiny ČSOB, Business Registration No. (IČ): 25677888 ČSOB Factoring, a.s., Business Registration No. (IČ): 45794278 Bankovní informační technologie, s.r.o., Business Registration No. (IČ): 63987686 ČSOB Pojišťovna, a. s., člen holdingu ČSOB, Business Registration No. (IČ): 45534306 KBC Global Services Czech Branch, organizační složka, Business Registration No. (IČ): 28516869 4. Relations between Related Parties 4.1. Basic banking transactions Note: Balances of these transactions are disclosed in the financial statements for the year ended 31 December 2010. (A) Accounts In the reporting period, Hypoteční banka entered into agreements with ČSOB for the purpose of obtaining services related to maintaining various types of accounts (current, loro accounts, interbank deposits); alternatively, these services may have been provided in the Period under review on the basis of existing agreements executed in previous periods. Fees and interest pertaining to these services were paid in accordance with the price list. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. (B) Payment cards In the reporting period, Hypoteční banka entered into agreements with ČSOB on the issuance of payment cards; alternatively, these payment cards were issued in the Period under review on the basis of existing agreements executed in previous periods. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. 86 Annual Report 2010 (C) Electronic banking In the reporting period, Hypoteční banka entered into agreements with ČSOB on Electronic Banking - ČSOB Businessbanking 24; alternatively, these products were provided in the Period under review on the basis of existing agreements executed in previous periods. Services were rendered per agreement and resulted in no detriment to Hypoteční banka. (D) Loan products In the reporting period, Hypoteční banka entered into agreements with ČSOB on overdraft loan; alternatively, these services were provided in the Period under review on the basis of existing agreements executed in previous periods. In previous periods, the Bank provided a mortgage loan to Centrum Radlická and concluded respective contracts arising from the relationship. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. (E) Investment products In the reporting period, Hypoteční banka entered into agreements with ČSOB on the procurement, purchase and sale of securities, escrow and depositing of securities, settlement of transactions with local securities and their administration; alternatively, these services were provided in the Period under review on the basis of existing agreements executed in previous periods. The Related Parties provided counter-performance in the form of transaction settlements. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. (F) Mortgage bonds In the reporting period, Hypoteční banka entered into mandate agreements with the Related Parties to procure mortgage bond issues on the local market within the bond program, an agreement on underwriting and purchase of mortgage bonds, agreements on administration of bond issues and procurement of payments; alternatively, these services were provided in the Period under review on the basis of existing agreements executed in previous periods. The Related Parties secured issuance of mortgage bonds, purchases of mortgage bonds, and payments of yields from mortgage bonds. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. 4.2. Other relations Note: Balances of these transactions are disclosed in the financial statements for the year ended 31 December 2010. (A) Lease and sub-lease agreements In the reporting period, Hypoteční banka entered into agreements with the Related Parties on the lease of non-residential premises, parking spaces and movable assets; alternatively, these services were provided in the Period under review on the basis of existing agreements executed in previous periods. The Related Parties provided counter-performance in the form of sub-lease or contractual prices. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. (B) Insurance agreements In the reporting period, Hypoteční banka entered into insurance agreements with ČSOB Pojišťovna; alternatively, insurance was provided in the Period under review on the basis of existing agreements executed in previous periods. Counterperformance was provided in the form of insurance coverage. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. (C) Cooperation agreements – employee benefits In the reporting period, Hypoteční banka entered into a multilateral cooperation agreement with ČSOB Group companies on the provision of benefits, or executed separate cooperation agreements. Performance of these agreements resulted in no detriment to Hypoteční banka. (D) Cooperation agreements – sale of products and services In the reporting period, Hypoteční banka entered into cooperation agreements with certain related parties on cooperation in the field of sales of products, mediation of sales, sales support, alternatively, performance was provided by related parties in the Period under review on the basis of existing agreements executed in previous periods. The counter-performance provided by related parties comprised the sales of products, cooperation or contractual commission. All agreements were executed under standard business terms and conditions and their performance resulted in no detriment to Hypoteční banka. Annual Report 2010 87 (E) Agreement for cooperation in the field of taxes Hypoteční banka entered into an agreement for joint registration for VAT with certain related parties. The Group is regarded as one individual entity towards the Financial Authority. Entering into this agreement resulted in no detriment to Hypoteční banka. (F) Confidentiality agreements Hypoteční banka has entered into agreements with ČSOB Group companies on confidentiality and classified information protection. Performance of these agreements resulted in no detriment to Hypoteční banka. (G) Other agreements I. Československá obchodní banka, a. s., IČ: 00001350, Praha 5, Radlická 333/150 postal code 15057 Counter-performance pertaining to agreements executed in the Period under review: Name of agreement Counter-performance Detriment Implementary agreement No. 1 Audit and other assurance services to the Framework internal service agreement audit, training none Agreement for the provision of services regarding digitalization of documents provision of services none Agreement for the provision of mailroom services provision of services none Counter-performance pertaining to agreements signed prior to the Period under Review: Name of agreement Counter-performance Detriment Cooperation agreement on compliance cooperation none Cooperation agreement on provision of Company information at ČSOB Call Center, including amendments provision of information on product offer none Cooperation agreement on internal audit audit none Cooperation agreement on credit risk management cooperation none Framework agreements (on terms of providing assistance in collecting bad loans) cooperation none Agreement on provision of services related to back-office systems and processes, including an amendment contractual services Agreement on provision of services related to information systems and technology IT services none Agreement for the provision of administrative services services none none Other legal actions: Name of agreement Detriment Payment of dividends none II. ČSOB Leasing, a.s., IČ: 63998980, Praha 4, Na Pankráci 310/60, postal code 14000 Counter-performance pertaining to agreements executed before the Period under review: Name of agreement Counter-performance Detriment Agreement on fleet management outsourcing services none Assignment of Agreement on CCS cards to leasing services none Framework agreement on legal relations services none 88 Annual Report 2010 III. KBC Global Servis Czech Branch, organizační složka; IČ: 28516869, Praha 5, Radlická 333/150, postal code 15057 Counter-performance pertaining to agreements executed before the Period under review: Name of agreement Counter-performance Detriment Agreement on assuming obligations and rights (Agreement on provision of services related to information systems and technology and Agreement on personal data processing) IT services none 5. Conclusion The Company Board of Directors hereby represents that it has exercised due care and diligence in determining the group of Related Parties for the purposes of this Report, primarily by soliciting information from the Controlling Entity on the group of entities controlled by this entity. The Company Board of Directors hereby affirms that any pecuniary performance or counter-performance arising from the foregoing relations was effected on an arm’s- length basis. Prague, 14 March 2011 Board of Directors of Hypoteční banka, a.s.: Jan Sadil Board of Directors Chairman and Chief Executive Officer Petr Hlaváč Board of Directors Vice-Chairman and Chief Credit Officer Vlastimil Nigrin Board of Directors member and Chief Business Officer Martin Vašek Board of Directors member and Chief Finance Officer Annual Report 2010 89 Organizational structure Hypoteční banka’s key organizational units are comprised of the headquarters, regional branches and local branches. The Chief Executive Officer and his deputies manage assigned divisions, departments and teams, or regional and local branches and departments. Internal audit Board of Directors Chief Executive Officer Chief Credit Officer Chief Business Officer Chief Finance Officer Corporate office Credit risks and policy External networks Finance managment Marketing and PR Real estate Strategic alliances Accounting Marketing analyses Operations Branch management Facility management Risk management and compliance Customer service Collections 90 Annual Report 2010 Regional branches Branches Information technology Projects and processes Financial Performance Analysis Financial position The overall financial position of Hypoteční banka continues to be robust with a positive outlook for the years to come. Hypoteční banka succeeded in retaining the top place in the slightly growing mortgage market with a nearly one-third share in new loans. In 2010, Hypoteční banka for the first time took a lead in the overall volume of provided mortgages, resulting in a 28% market share. A steadily rising number and volume of provided mortgage loans in the Bank’s balance sheet and the related increase in operating revenues was accompanied by stringent management of operating expenses in 2010. As a result, the C/I indicator declined by almost 4 percentage points year-on-year to an all-time low of 16.63%. Hypoteční banka has sufficient capital. As at 31 December 2010, capital adequacy in accordance with Basel II accounted for 38.90%. As a result of the sole shareholder’s decision, Hypoteční banka paid out dividends in the amount of CZK 1,319 million in total, corresponding to the net profit for 2009 after the statutory reserve fund allocation. As shown in the table “Characteristics/Financial and operating indications”, in the period under review year-on-year profit continued to grow. In 2010, Hypoteční banka recorded a 33% increase in net profit compared to 2009. This is due particularly to significant growth in net interest income, however, these favorable factors were to some extent offset by a year-on-year hike in the costs of credit risk coverage. A more detailed comment on specific components of the financial performance follows in this section of the Annual Report. Operating results The key factor influencing Hypoteční banka’s profit is the volume of mortgage loans provided. Receivables from loans provided at 31 December 2010 accounted for 89% of total assets. Therefore, the volume had the most significant impact on net interest income and income from fees, in addition to allowances against credit receivables, which constitute the basis of the Bank’s operating profit. Operating expenses mostly depend on the volume and number of mortgage loans. The development of new loans and the volume of loan balances for respective years are illustrated in the “Characteristics/ Financial and operating indicators” table: the volume of new loans in 2010 rose 1% year-on-year, and the volume of receivables from lending to clients went up 6% in the same period. Analysis of significant changes in net income As indicated above, the key factor influencing Hypoteční banka’s revenues is income from mortgage loans provided. The data included in the Financial Statements for the year ended 31 December 2010 and commented on hereinafter show that the key factor impacting the Bank’s profits is the difference between interest income and interest expense (net interest income) together with administrative expenses. In 2010, net interest income rose by 36% compared to a 33% increase in 2009. Net interest income growth was due to high year-on-year growth in the volume of receivables from loans provided in 2010 (6%) and in 2009 (14%). These revenues are also significantly influenced by a favorable rate of expenses pertaining to financing, recorded mainly in the first half of the year. Net income from fees collected and commissions paid also developed positively, increasing by 11% year-on-year in 2010. In accordance with the change to EU IFRS, effective from 1 January 2005, and using the effective interest rate method, revenues from fees do not include loan processing fees upon its provision and expenses for commissions paid to outside agents; these are accrued in interest income over the expected loan contract duration. In addition to significant growth in operating revenues, administrative expenses rose by 9% year-on-year. The bulk of administrative expenses fell into the personnel and general operating expenses categories, and partially it stemmed from a lower comparison base and one-time cost savings achieved in the previous year. A major factor that in 2010 had a negative impact on profit-making were growing expenses arising from the Bank’s credit risk management, i.e. credit costs, which rose by CZK 385 million year-on-year to CZK 1,093 million (net creation of allowances against receivables and a net impact of amortized and ceded receivables). This growth stemmed from the general economic conditions in the Czech Republic in prior years (the economic downturn) which undermined the Annual Report 2010 91 customers’ ability to repay loans. The outcome is a slightly increased proportion of classified loans in the Bank’s portfolio and imposition of more stringent rules for creating allowances with regard to potential credit risks. Statement of Financial Position In 2010, the balance sum fell by 1% year-on-year to CZK 163,243 million, compared to a 19% increase in 2009. The volume of receivables from lending to clients rose by 6% and, at the year-end, receivables from mortgage loans accounted for more than 99% of total receivables. The increase in lending was in 2010 funded primarily through medium-term and long-term bank deposits and bank loans (up 22% year-on-year). At 31 December 2010, key assets of Hypoteční banka were as follows: Receivables from banks This balance sheet item declined by CZK 9,043 million to CZK 17,906 million, which accounted for a 34% decrease. In terms of receivable structure, these were predominantly medium-term and long-term deposits which the Bank actively used in management of its interest position. The Bank executed the foregoing transactions solely with ČSOB. Loans to and receivables from customers In 2010, the volume of loans to customers grew by CZK 8,311 million to CZK 145,070 million as at 31 December 2010, whereby new mortgage loans amounted to CZK 28,629 million. Growth in the volume of lending was generated mostly by provision of mortgage loans for individuals; the volume of non-mortgage loans, comprising primarily pre-mortgage loans, tumbled by 63% year-on-year. Intangible assets, property, plant and equipment Intangible assets, property, plant and equipment of Hypoteční banka reported a net book value of CZK 206 million at 31 December 2010, down by CZK 4 million compared to 2009 year-end. At 31 December 2010, key liabilities of Hypoteční banka were as follows: Liabilities to banks In 2010, the Bank’s key source of financing were medium- and long-term deposits and loans from other banks. This approach was in contrast to the previous years when the primary financing source were mortgage bond issues. As a result, liabilities to other banks increased by CZK 7,104 million year-on-year to a total of CZK 39,700 million at 31 December 2010. Liabilities to customers Liabilities to customers amounted to CZK 455 million at year-end, of which non-term deposits accounted for 99%. Compared to 2009, liabilities to customers fell by CZK 39 million. With the exception of deposits in current accounts intended for loan repayment, Hypoteční banka does not accept primary deposits. Liabilities arising from debt securities In 2010, Hypoteční banka executed only one new bond issue in the amount of CZK 500 million. Four mortgage bond issues in the total nominal volume of CZK 8,500 million were fully redeemed, as well as a part worth CZK 15 million of a non-public 24th mortgage bond issue (issued in the amount of CZK 300 million), under the terms of the respective issue. The nominal value of mortgage bonds in the balance sheet fell by CZK 8,015 million to CZK 87,025 million, which altogether with aliquot interest income and share premium amounted to CZK 101,566 million. At the end of 2010, mortgage bonds accounted for 71% of the Bank’s total liabilities, down by 6 percentage points year-on-year. Equity As at 31 December 2010, Hypoteční banka’s equity totaled CZK 21,085 million, accounting for a year-on-year increase of CZK 526 million. The increase stemmed generating an after-tax profit of CZK 1,848 million for 2010, coupled with the aforementioned shareholder’s decision. Based on the sole shareholder’s decision, dividends were paid out in 2010 in the total amount of CZK 1,319 million, i.e. CZK 130 per share. 92 Annual Report 2010 Profit As at 31 December 2010, retained earnings, including profit pending in approval proceedings, amounted to CZK 1,849 million, of which profit for the year 2010 totaled CZK 1,848 million; for more detailed comments, please see the next chapter of this section. Capital adequacy Throughout 2010, Hypoteční banka maintained its capital adequacy well above the minimum stipulated level (8%). As at 31 December 2010, the capital adequacy indicator reached 38.90%. 31 December 2010 1. a) Information about capital CZK million Aggregate amount of original capital (Tier 1) 19,188 Paid up registered capital entered in the Commercial Register 5,076 Treasury shares 0 Share premium 13,864 Reserve funds and retained earnings 297 Profit for the year 0 Loss for the year 0 Net profit from capitalization of future income from securitization 0 Gain/loss on fair value measurement of liabilities arising from credit risk 0 Other items deductible from original capital (49) b) Aggregate amount of additional capital (Tier 2) 275 c) Aggregate amount of capital designated to cover market risks (Tier 3) 0 Aggregate amount of all deductible items 0 Lack of coverage of expected credit losses pursuant to IRB Approach 0 d) e) Aggregate amount of capital after the consideration of deductible items from original and additional capital and stipulated limits applicable to items of capital 19,463 31 December 2010 2. Information about capital requirements Amount of capital requirements relating to CZK million Capital requirements in aggregate 1. Credit risk in aggregate 1.1. Capital requirements relating to credit risk pursuant to STA in aggregate 4,003 3,811 1 Capital requirements pursuant to STA under IRB Approach for equity exposures 1 1.2. Capital requirements relating to credit risk pursuant to IRB Approach in aggregate 3,810 1.2.1. Capital requirements relating to credit risk under IRB Approach for other exposures 1.2.2. Capital requirements relating to credit risk under IRB Approach for selected exposures in aggregate 15 Capital requirements pursuant to IRB Approach for business exposures 3,795 248 Capital requirements pursuant to IRB Approach for retail exposures 3,059 Capital requirements pursuant to IRB Approach for exposures related to central governments and banks Capital requirements pursuant to IRB Approach for exposures related to institutions 0 488 1.2.3. Capital requirements relating to credit risk pursuant to IRB Approach for equity exposures 0 1.2.4. Capital requirements relating to credit risk pursuant to IRB Approach for securitized exposures 0 2. Capital requirements relating to operating risk in aggregate 3. Other and transitory capital requirements 192 0 Annual Report 2010 93 31 December 2010 3. Information about financial position of the Bank Ratio indicators a) Capital adequacy (%) CZK million 38.90 b) Rate of return on average assets (ROAA) (%) 1.12 c) Rate of return on average equity (ROAE) (%) 9.64 d) Assets per employee 382 e) Administrative expenses per employee 1 f) After-tax profit per employee 4 Income statement Interest income and expense Similarly to previous years, interest income and expense had the the most significant impact on Hypoteční banka’s performance in 2010. Interest income in the amount of CZK 8,647 million rose by CZK 1,010 million year-on-year, while interest expense in the amount of CZK 4,985 million increased by merely CZK 31 million year-on year. The net interest margin exceeded the 2009 figure by CZK 979 million (36%) and reached CZK 3,662 million. The positive net interest margin resulted from year-on-year growth in the volume of receivables from loans to clients by 6% and a favorable trend in expenses for financing throughout 2010. Fee and commission income and expense Income from fees and commissions received amounted to CZK 408 million, a year-on-year increase of CZK 41 million. Fees and commissions paid totaled CZK 17 million. Net income from fees and commissions thus amounted to CZK 391 million, an increase of CZK 40 million (11%) compared to 2009. Administrative expenses In 2010, the Bank’s administrative expenses totaled CZK 674 million, up by CZK 56 million, which accounts for a yearon-year increase of 9%. The positive ratio of administrative expenses to operating income resulted in a lower cost to income(C/I) ratio of 16.63%, compared to 20.41% in 2009. Losses resulting from impaired assets The impact of creation, reversal and use of allowances for receivables, recovery of previously written-off receivables and receivable write-offs on the 2010 profit amounted to CZK (1,093) million in comparison to CZK (708) million in 2009; the increase stemmed primarily from year-on-year growth in the proportion of classified loans in the credit portfolio to 6.07% from 4.70%. In addition, an allowance for non-financial assets worth CZK 18 million was reversed in 2009. Profit Hypoteční banka’s profit for 2010 amounted to CZK 2,288 million before taxes, a year-on-year increase of CZK 551 million (32%). Profit after taxes amounted to CZK 1,848 million, an increase of CZK 459 million (33%) year-on-year. Profit developed favorably owing to the positive trend in operating revenues and expenses, albeit it was adversely affected by the credit risk development. Cash flow The cash flow statement is included in another section of the Annual Report. The most important cash flows of Hypoteční banka are those related to drawing and repayment of loans (flows from operating activities) and to loan financing, which Hypoteční banka secures primarily through mortgage bond issues (flows from financing activities), and increasingly through medium- and long-term deposits and loans from other banks (cash flows from operating activities). The Bank places the short-term surplus liquidity on the interbank market or, conversely, borrows short-term funds (flows from 94 Annual Report 2010 operating activities). The growing mortgage loan portfolio yields a constantly increasing volume of such flows. To ensure liquidity and substitute coverage of mortgage bonds, the Bank occasionally invests part of its funds in liquid assets in the form of government bonds and treasury bills (flows from investing activities). In 2010, the volume of net cash flows from operating activities amounted to CZK 13,334 million [(8,612) million in 2009] according to EU IFRS, whereby cash flows related to loan drawdown/repayment represented CZK (9,405) million [CZK (17,655) million in 2009]. Similarly to previous years, loan drawdowns predominated; sales volumes are discussed in more detail in the chapter including the Bank’s balance sheet. At the same time, in relation to managing the Bank’s interest position, cash flows were impacted by a decline in receivables from banks by CZK 9,051 million. Financing of mortgage loans and interest position management resulted in an increase in net liabilities to banks by CZK 6,927 million (CZK 13,150 million in 2009). Cash flows from investing activities amounting to CZK 781 million (CZK 467 million in 2009) relates to maturity and non-renewal of investment of the remaining portion of the portfolio in treasury bills. Cash flows from financing activities fell to CZK (14,285) million (CZK 8,163 million in 2009). The value of redeemed mortgage bonds exceeded the volume of a new mortgage bond issue by CZK 12,966 million (an adverse impact on cash flows from financing activities), compared to a reverse situation in 2009 showing a positive difference between the value of issued and redeemed mortgage bonds (CZK 6,234 million). In addition, cash flow from financing activities in 2010 was affected by dividend payments totaling CZK 1,319 million (CZK 4,071 million in 2009). The overall cash balance in 2010 fell by CZK 170 million, compared to an increase of CZK 18 million in 2009. Cash and cash equivalents totaled CZK (198) million at the year-end [CZK (28) million in 2009]. Solvency of Hypoteční banka Hypoteční banka mainly finances its assets using mortgage bonds (62% of liabilities at 31 December 2010), liabilities to banks (24%), and its own funds (13%).The proportion of primary deposits is minuscule (0.3%). Mortgage bond issues always have specifics with regard to the time structure of mortgage loans used for due coverage of such mortgage bonds, and when due, enough funds are always available to be paid out to the bearers. The total volume of receivables from loans to clients represented 89% of total Bank assets as at 31 December 2010. Considering the structure of the Bank’s balance sheet, where the life of most assets and liabilities and related cash-flows is agreed on a contractual basis and known in advance, Hypoteční banka is able to maintain its solvency and meet its due obligations at any time. Performance outlook for 2011 In 2011,Hypoteční banka expects to see a continued boost to demand for mortgage products, on the part of both customers and providers, depending on the country’s economic conditions and recovery of the mortgage market that began in mid-2010. The overall mortgage market development will have a key impact on the Bank’s financial performance and the objective to sustain its market share. Stiff competition on the mortgage market is likely to continue, along with growth in market interest rates caused by rising inflation. This trend will result in a gradual drop in interest margins pertaining to new and refinanced production. Another factor affecting interest margins aside from competition will be a more pressing need to secure the Bank’s liquidity and mitigate credit risk related to the provision of mortgage loans. The foregoing factors will impact the dynamics of the net interest margin volume, the year-on-year increase of which will be driven primarily by previous years’ sales and a higher mortgage loan balance, rather than significant growth in new sales. Given the various sales events and discounts offered by different banks to gain a competitive advantage in the battle for new clients in the shrinking market, the total volume of collected fees will decrease, as will the amount of fees per mortgage loan. Annual Report 2010 95 Explanatory summarized report An explanatory summarized report pursuant to Section 118, Subsection 4, Letter b), c), e) and j) and Subsection 5, Letter a) to l) of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended. (An amendment to Act No. 256/2004 Coll., on Capital Market Undertakings) Subsection 4, Letter: b) information about the principles and processes of internal controls and the rules of addressing potential risk exposure of the issuer and its consolidated unit in terms of financial reporting; the issuer includes this information in the Annual Report or the consolidated Annual Report as part of a separate section comprising information listed under j) hereon; In terms of risks arising from financial reporting processes, the Bank has implemented standard procedures corresponding to a financial organization of its size and status. The Bank performs a number of activities ensuring that financial reports in all material aspects give a fair and true view of the financial position of the Bank and its financial results and provide a complete image of the Company. Among them are e.g. standardized and automated processes, four-eyes controls, the system of regular reviews ensuring accuracy of individual accounts and their development, automated procedures of compiling financial reports, coordinated procedures and controls in the process of preparation of the financial statements. In addition, the Company monitors any legislative changes pertaining to financial reporting standards. These procedures and processes ensure compliance of the Bank’s financial reports with applicable legislation and accounting standards. In the event of operational risk occurrence, the Bank’s processes and plans are implemented in a way that preparation of financial reports in the required quality and time is not jeopardized. c) description of processes of decision-making and composition of the issuer’s statutory body, the supervisory body or other executive or control body and their committees, if if applicable; Standard decision-making processes pursuant to the Commercial Code and Company Articles of Association. More details in chapters Statutory bodies and Corporate governance. e) description of decision-making processes and the basic scope of powers of the issuer’s General Meeting or a similar gathering of owners of securities representing an interest in the issuer; Standard decision-making processes pursuant to the Commercial Code and Company Articles of Association. More details in chapters Administrative, management and supervisory bodies and top management and Articles of Incorporation and Company Statutes. Since May 2009 the General Meeting powers have been exercised by the sole shareholder. j) information about the Company’s Corporate Governance Codes, which are binding or which are voluntarily observed, and information about where the Codes are available for inspection; or information about possible non-compliance with some provision of the Code, or non-compliance with any Code, including explanation why such provision or Code has not been observed; the issuer includes this information in the Annual Report or the consolidated Annual report as a separate section; the Bank observes the OECD Corporate Governance Code. Subsection 5, Letter: a) information about the structure of the issuer’s equity, including securities which have not been admitted for trading on a regulated market with a registered office in an EU Member State and, if applicable, specification of the various classes of shares, including rights and obligations arising from similar securities, and specification of the share of each class of securities in the issuer’s share capital; the Company’s share capital amounts to CZK 5,076,331,000. It is divided into 10,152,662 bearer shares with the nominal value of CZK 500 per share. b) information about limitations on the transferability of securities; no Company shares have limited transferability. c) information about significant direct and indirect participation in the issuer’s voting rights; Hypoteční banka’s sole shareholder is ČSOB. d) Information about the owners of securities with special rights, including description of such rights; the Company issued no shares with special rights. e) information about limitations on voting rights; the Company issued no shares with restricted voting rights. 96 Annual Report 2010 f) g) h) i) j) k) l) information about agreements between the shareholders that may reduce the transferability of shares or the transferability of the voting rights, if known to the issuer; the Company has no knowledge of any such agreements. information about special rules governing the election and recalling of members of the Board of Directors and changes to the Articles of Association or similar documents of the issuer; no special rules have been laid down. information about special powers of the Board of Directors members, particularly authorizations pursuant to Sections 161a and 210 of the Commercial Code; the members of the Board of Directors have no special powers. information about significant agreements to which the issuer is party and which will become effective, modified or terminated in the event of change of control of the issuer as a result of a take-over bid, and about the effects arising from such agreements, with the exception of agreements whose disclosure would cause harm to the issuer; this does not restrict any other obligation to disclose such information pursuant to the law thereof or other legal regulations in force; the Company has not entered into any such agreements. information about agreements between the issuer and the members of its statutory body or employees that bind the issuer to take on any obligations in the event of termination of their office or employment as a result of a take-over bid; the Company has not entered into any such agreements. information about any schemes on the basis of which employees and the Board of Directors members may acquire participation securities in the Company, options concerning such securities, or any other rights related to these securities, under more favorable terms, and information about how these rights are exercised; the Company has not introduced any such schemes. information about reimbursements to the state for the right to mining in the event the isssuer’s core operations pertain to the mining industry; the provision does not apply to the Bank. Annual Report 2010 97 Supplementary Information in Compliance with Statutory Requirements Equity and issued securities Share capital As at 31 December 2010, Hypoteční banka’s share capital totaled CZK 5,076 million and was comprised of 10,152,662 ordinary shares with a nominal value of CZK 500 per share. The shares are book-entered, listed bearer shares. The share capital has been fully paid up. Hypoteční banka issued no preferential or employee shares, nor any bonds with the right to request the issue of shares at a stipulated time, or with a pre-emptive right for shares in the stipulated nominal value. Hypoteční banka holds no treasury shares. No options were issued on any share of Hypoteční banka. Issues of shares In accordance with a General Meeting decision of 30 May 1996, and on the basis of authorization granted by the Ministry of Finance of the Czech Republic for the issue of shares and their public trading, Hypoteční banka issued 1,128,373 bearer shares with a nominal value of CZK 1,000. All these shares are book-entered with assigned ISIN CZ0008030509. In accordance with a General Meeting decision of 24 June 1999, Hypoteční banka increased share capital through a subscription of new shares on 18 February 2000, including a total of 200,000 ordinary bearer shares with a nominal value of CZK 1,000 up to the amount CZK 1,328,373,000. A Securities Commission decision of 31 May 2000 assigned this new share issue the same ISIN, CZ0008030509, and approved their public trading. On 30 November 2001, the General Meeting passed a resolution on a share capital reduction to CZK 664,186,500. This decrease was required to cover accumulated losses from previous years, arisen primarily as a consequence of the liquidation of bad assets of the former Regiobanka and its transformation. The share capital reduction was effected by means of a reduction in the nominal value of shares from CZK 1,000 to CZK 500. This reduction was entered in the Commercial Register on 18 July 2002. In accordance with a General Meeting decision of 11 March 2003, a total of 1,310,060 shares with a nominal value of CZK 500 and a total nominal amount of CZK 655,030,000 were subscribed in June 2003 and paid up in compliance with the issue terms and conditions. This share capital increase was entered in the Commercial Register on 13 August 2003. A Securities Commission decision of 24 September 2003 assigned this new share issue the identical ISIN, CZ0008030509. The newly issued shares were registered by the Securities Center on 23 October 2003. In accordance with a General Meeting decision of 7 May 2004, a total of 2,631,044 shares with the total nominal value of CZK 1,315,522,000 were subscribed in July 2004 (the nominal value per share was CZK 500) and paid up in compliance with the issue terms and conditions. This share capital increase was entered in the Commercial Register on 1 September 2004. A Securities Commission decision of 12 October 2004 assigned this new share issue the identical ISIN, CZ0008030509.The newly issued shares were registered by the Securities Center on 29 November 2004. In accordance with a General Meeting decision of 30 October 2006, a total of 1,646,737 shares with the total nominal value of CZK 823,368,500 were subscribed in December 2006 (nominal value per share was CZK 500) and paid up in compliance with the issue terms and conditions. This share capital increase was entered in the Commercial Register on 25 January 2007. A Czech National Bank decision of 16 February 2007 assigned this new share issue the identical ISIN, CZ0008030509. The newly issued shares were registered by the Securities Center on 10 April 2007. In accordance with a General Meeting decision of 17 December 2007, a total of 3,236,442 shares with the total nominal value of CZK 1,618,221,000 were subscribed in March 2008 (nominal value per share was CZK 500) and paid up in compliance with the issue terms and conditions. This share capital increase was entered in the Commercial Register on 11 April 2008. A Czech National Bank decision of 14 May 2008 assigned this new share issue the identical ISIN, CZ0008030509. The newly issued shares were registered by the Securities Center on 11 July 2008. 98 Annual Report 2010 At its 41st meeting held on 20 November 2009, the ČSOB Board of Directors in its position of a 100% shareholder of Hypoteční banka, a.s. approved an increase in Hypoteční banka’s capital by CZK 3,000. The increase was effected through subscription of six share units with the nominal value of CZK 500. This capital increase was entered in the Commercial Register on 11 December 2009. A Czech National Bank decision of 19 January 2010 assigned this new share issue the identical ISIN, CZ0008030509. No shares that do not represent capital have been issued. Hypoteční banka issued no preferential or employee shares, nor any bonds cum warrants (bonds with the right to request the issue of shares at a stipulated time, or a pre-emptive right for shares in the stipulated nominal value). No shares of Hypoteční banka are held by Hypoteční banka or on its behalf or held by its subsidiaries. Hypoteční banka issued no transferable securities, convertible securities or securities with warrants. Hypoteční banka did not issue, acquire or hold any interim certificates. No options were issued and no option agreements were concluded in respect of any share of Hypoteční banka. Mortgage bond issues More detailed information on mortgage bond issues is included in the chapter Mortgage bond issues. The table below lists all Hypoteční banka’s mortgage bond issues as at 31December 2010: Issue volume in CZK mn Discount Issue date Maturity date HZL 1 CZ0002000011 1,000 11.00% 5 September 1996 5 September 2001 HZL 2 CZ0002000029 700 11.00% 20 December 1996 20 December 2001 HZL 3 CZ0002000060 1,000 12.00% 19 June 1998 19 June 2003 HZL 4 CZ0002000094 3,600 8.90% 8 February 1999 8 February 2004 HZL 5 CZ0002000136 2,000 8.20% 24 June 1999 24 June 2004 HZL 6 CZ0002000144 2,000 6.40% 19 May 2000 19 May 2005 HZL 7 CZ0002000169 4,000 6.85% 7 December 2000 7 December 2005 HZL 8 CZ0002000193 2,000 6.85% 16 May 2002 16 May 2007 HZL 9 CZ0002000219 1,000 Pribor12M + 2% 4 December 2002 4 December 2007 HZL 10 CZ0002000227 1,500 3.00% 20 February 2003 20 February 2008 HZL 11 CZ0002000243 2,500 2.71% 19 June 2003 19 June 2008 HZL 12 CZ0002000284 1,500 3.60% 25 September 2003 25 September 2008 HZL 13 CZ0002000300 2,000 4.40% 27 November 2003 27 November 2010 HZL 14 CZ0002000318 2,500 4.30% 9 February 2004 9 February 2009 HZL 15 CZ0002000334 2,000 Pribor12M – 0.33% 25 March 2004 25 March 2014 HZL 16 CZ0002000367 2,000 4.95% 24 June 2004 24 June 2009 HZL 17 CZ0002000375 1,000 Pribor12M + 2% 24 June 2004 24 June 2009 HZL 18 CZ0002000425 2,500 4.50% 11 November 2004 11 November 2007 HZL 19 CZ0002000474 2,000 4.20% 24 January 2005 24 January 2010 HZL 20 CZ0002000490 1,500 3.50% 31 March 2005 31 March 2008 HZL 21 CZ0002000532 2,500 4.45% 19 May 2005 19 May 2010 Annual Report 2010 Note no bond program ISIN 1st bond program Issue 99 ISIN Discount Issue date Maturity date HZL 22 CZ0002000581 2,500 Swap 3Y 21 July 2005 21 July 2035 HZL 23 CZ0002000607 2,000 Swap 3Y 15 September 2005 15 September 2035 HZL 24 CZ0002000615 300 4.00% 15 September 2005 15 September 2020 HZL 25 CZ0002000656 3,000 Pribor12M + 1% 27 October 2005 27 October 2015 HZL 26 CZ0002000714 1,000 Swap 3Y 24 November 2005 24 November 2035 HZL 27 CZ0002000722 2,000 Swap 5Y 24 November 2005 24 November 2035 HZL 28 CZ0002000730 3,000 Swap 3Y 7 December 2005 7 December 2035 HZL 29 CZ0002000748 1,000 Swap 5Y 7 December 2005 7 December 2035 HZL 30 CZ0002000789 2,000 4.15% 26 April 2006 26 April 2009 HZL 31 CZ0002000797 2,500 4.60% 4 May 2006 4 May 2011 HZL 32 CZ0002000821 1,500 Pribor 12 M + 2% 10 July 2006 10 July 2016 HZL 33 CZ0002000839 1,000 4.35% 10 July 2006 10 July 2009 HZL 34 CZ0002000862 1,500 4.70% 30 August 2006 30 August 2011 HZL 35 CZ0002000870 2,000 4.75% 27 September 2006 27 September 2011 HZL 36 CZ0002000938 2,000 4.55% 29 November 2006 29 November 2011 HZL 37 CZ0002000961 2,000 4.25% 21 February 2007 21 February 2010 HZL 38 CZ0002000979 1,000 4.65% 22 March 2007 22 March 2012 HZL 39 CZ0002000987 1,800 Swap 5Y + 1.5% 26 April 2007 26 April 2017 HZL 40 CZ0002001001 2,000 Swap 3Y + 1% 16 May 2007 16 May 2037 HZL 41 CZ0002001019 1,000 4.90% 24 May 2007 24 May 2012 HZL 42 CZ0002001076 1,000 Swap 4Y + 1.5% 13 June 2007 13 June 2035 HZL 43 CZ0002001092 2,500 Swap 3Y+1.5% 21 June 2007 21 June 2037 HZL 44 CZ0002001100 2,000 Swap 3Y+1.5% 24 July 2007 24 July 2037 HZL 45 CZ0002001118 1,500 Swap 3Y+1.4% 9 August 2007 9 August 2037 HZL 46 CZ0002001167 2,000 Swap 3Y + 1.4% 23 August 2007 23 August 2037 HZL 47 CZ0002001183 2,000 Swap 5Y + 2% 13 September 2007 13 September 2037 HZL 48 CZ0002001217 1,500 Swap 3Y + 1.4% 27 September 2007 27 September 2037 HZL 49 CZ0002001233 500 6.30% 11 October 2007 11 October 2027 HZL 50 CZ0002001241 500 6.20% 11 October 2007 11 October 2022 HZL 51 CZ0002001258 500 Swap 10Y + 1.4% 11 October 2007 11 October 2037 HZL 52 CZ0002001266 2,000 Swap 3Y + 2% 25 October 2007 25 October 2037 HZL 53 CZ0002001308 1,500 Swap 5Y + 2% 15 November 2007 15 November 2037 HZL 54 CZ0002001621 2,000 Swap 3Y + 1.4% 22 November 2007 22 November 2037 HZL 55 CZ0002001738 1,500 Swap 5Y + 1.6% 14 December 2007 14 December 2037 HZL 56 CZ0002001712 5,000 Swap 3Y + 2.0% 20 December 2007 20 December 2037 HZL 57 CZ0002001720 5,000 Swap 5Y + 2.0% 20 December 2007 20 December 2037 HZL 58 CZ0002001936 6,000 Swap 5Y + 1.4% 20 December 2007 20 October 2037 HZL 59 CZ0002001944 7,000 Swap 3Y + 1.4% 19 December 2007 19 February 2037 HZL 60 CZ0002001951 6,000 Swap 5Y + 1.4% 20 December 2007 20 July 2037 HZL 61 CZ0002001969 6,000 Swap 3Y + 1.4% 19 December 2007 19 March 2037 HZL 62 CZ0002001977 6,000 Swap 3Y + 1.4% 19 December 2007 19 April 2037 HZL 63 CZ0002002256 500 3.00% 25 November 2010 25 November 2015 Note 2st bond program Issue volume in CZK mn Issue As at 31 December 2010, the first fourteen mortgage bond issues, 16th-21st issues, part of 24th issue, 30th issue, 33rd issue and 37th issue were duly redeemed under the issue terms. Four issues (15, 32, 35 and 36) were retired early under the issue terms. 100 Annual Report 2010 Mortgage bond issues 25, 31, 34, 38, 41, 47, 52–53 and 56–57 are book-entered, listed bearer securities. They are traded in the official open market of the Prague Stock Exchange and, with the exception of mortgage bond issues 41, 47, 52, 53, 56 and 57, also in the RM-Systém. Mortgage bond issues 22-24, 26-29, 39-40, 42-46, 48-51, 54-55 and 58-63 are certificated, unlisted bearer securities. Mortgage bond issues 8-21 (including unlisted ones) were issued as part of Hypoteční banka’s first bond program, which was approved on 19 March 2002 by Securities Commission Resolution No. 45/N/468/2002/1. At the same time, the Commission approved the prospectus compiled for the bond program. The highest volume of non-repaid bonds issued within the bond program is CZK 30 billion. The bond program duration is ten years. The maturity of any bond program issue does not exceed ten years. Mortgage bond issues 22-63 were issued as part of Hypoteční banka’s second bond program, approved on 9 May 2005 by Securities Commission Resolution No. 45/N/36/2005/1. At the same time, the Commission approved the prospectus compiled for the bond program. The highest volume of non-repaid bonds issued within the bond program is CZK 100 billion. The duration of this bond program is 30 years. Coverage of liabilities arising from mortgage bonds Hypoteční banka keeps records of coverage of liabilities arising from the mortgage bonds issues pursuant to Act No. 190/2004 Coll. on Bonds, as amended, and the Czech National Bank’s regulations. The Bank has adopted an internal regulation that governs bond liabilities coverage. The Bank’s specialized department constantly monitors and analyses real estate price developments in the Czech Republic. The actual market situation is instantly incorporated into the Bank’s real estate valuations and supervision. In accordance with the Bank’s regulations, regular revaluations of existing collateral are performed. For loan approvals, the value of real estate collateral is determined by applying coefficients that take into account a possible long-term decline in the market price, depending on property type and location. To manage coverage of liabilities arising from issued mortgage bonds, Hypoteční banka has laid down internal limits that are more stringent than the statutory requirements. For instance, the Bank has placed a cap on the volume of assets for substitute coverage or the volume of mortgage loans refinanced by sources other than mortgage bonds. In compliance with the Czech National Bank measures, and based on its own information system data, Hypoteční banka continually keeps track of receivables from mortgage loans serving to cover liabilities arising from mortgage bonds. From this data the Bank compiles an overview of mortgage bond liabilities, their due coverage and a list of assets available for substitute coverage. The relevant department regularly reviews bond coverage. In conjunction with the review results, the Bank adopts remedial measures, if necessary. As at 31 December 2010, liabilities arising from mortgage bond issues (principal plus pro-rata interest income) totaled CZK 88,477 million; the volume of due coverage amounted to CZK 124,318 million at the same date. Overview of mortgage bond liabilities coverage as at 31 December 2010 As at 31 December 2010 CZK million Total coverage 124,317 Due coverage (by receivables after valuation) 124,317 Substitute coverage 0 Mortgage loans agreements for due coverage (number) 102,836 Collateral value of secured real estate 246,762 Overdue receivables from ML for coverage (current amount) – principal 124,567 Overdue receivables from ML for coverage (current amount) – interest 195 Overdue receivables from ML for coverage (after valuation) - principal 124,044 Overdue receivables from ML for coverage (after valuation) - interest 273 Annual Report 2010 101 Statutory bodies and top management Board of Directors Jan Sadil Board of Directors Chairman and Chief Executive Officer Business address: Radlická 333/150, 150 57 Prague 5 In 1995 he got his first banking job at Komerční banka, where he finally landed the position of director of the retail lending department. In 2001 he joined Hypoteční banka, which appointed him member of the Board of Directors and deputy director for commerce. Since 17 December 2003, Mr. Sadil has chaired the Board of Directors and held the position of managing director of Hypoteční banka. Membership in bodies of other companies: in the past five years, member of the Supervisory Committee of the Czech Bank Association and member of the Management Board of the Association for Real Estate Market Development. Petr Hlaváč Board of Directors Vice-Chairman and Chief Credit Officer Business address: Radlická 333/150, 150 57 Prague 5 He gained banking experience at Komerční banka (1991-1999) as head of the retail lending department, continued at Bank Austria Creditanstalt Czech Republic (1999-2001) and Česká spořitelna (2001-2004). In Bank Austria Creditanstalt Czech Republic he co-developed the Majordomus mortgage product and headed the Mortgage Factory division. In Česká spořitelna he participated in running the mobile sales network and, later, he managed sales of Sporoservis consumer loans. On 17 January 2005, Hypoteční banka appointed Mr. Hlaváč vice-chairman of the Board of Directors and deputy director for credit. Membership in bodies of other companies: none. Martin Vašek Board of Directors member and Chief Finance Officer Business address: Radlická 333/150, 150 57 Prague 5 After graduation from Prague University of Economics, Martin Vašek joined the Prague office of PWC in 2000. In 2005 Mr. Vašek joined ČSOB as director of Financial Markets Support department, where he was responsible for managing trading and settlement system support, settlement of transactions related to financial and capital markets products, and managing the processes of financial and capital markets products. In 2007 Mr. Vašek was appointed head of the newly created Operations division in ČSOB. Membership in bodies of other companies: none. Vlastimil Nigrin Board of Directors member and Chief Business Officer Business address: Radlická 333/150, 150 57 Prague 5 He commenced his banking career at Komerční banka in 1987-2002 where his last position was executive director for operations. In 2002-2004 he spent three years at eBanka as operations executive director and Board of Directors member responsible, among others, for foreign and domestic transactions. During his assignment in the PPF Group in 2002-2006, he was in charge of developing a complex business model for Home Credit Finance Bank Moscow. In 2006-2008, Česká spořitelna appointed Mr. Nigrin director of the foreign sales and cooperation department. He managed foreign sales of ČS Group’s selected products. On 1 June 2008, he became deputy director for sales at Hypoteční banka responsible for the segment of mortgage product sales. Membership in bodies of other companies: none. 102 Annual Report 2010 Supervisory Board Petr Hutla Senior Executive Officer and member of the ČSOB Board of Directors, Supervisory Board member (since 13 January 2010), Supervisory Board Chairman (since 25 February 2010) Business address: Radlická 333/150, 150 57 Prague 5 He graduated from Czech Technical University, Faculty of Electrical Engineering. In 1983-1993 he worked in Tesla Pardubice and in 1991 he was appointed deputy director for economics in Tesla Pardubice-RSD. In 1993 Mr. Hutla joined ČSOB, first as director of the Pardubice branch and the central branch in Hradec Králové, later in 1997-2000 as director of the Prague 1 central branch. In 2001 he was appointed senior director of the Corporate Banking department and in 2005 senior director for Personnel and Strategic Management. In 2006-2009 Mr. Hutla held the position of senior director of the Human Resources and Services department, since 2009 he has been senior executive officer of the Distribution department. Membership in bodies of other companies: Board of Directors member of ČSOB, member of the ČVUT Management Board and the Nadace Karla Pavlíka Management Board. Ladislav Mach Director of Operations department, ČSOB, Supervisory Board member (until 25 February 2010) Business address: Radlická 333/150, 150 57 Prague 5 Participant in a number of domestic and international courses. Mr. Mach has been working in the banking sector since 1991. Since January 2000, he has held various executive positions at ČSOB. At present, Mr. Mach is executive director of ČSOB’s Operations department. Membership in bodies of other companies: Supervisory Board member at Czech Banking Credit Bureau, a.s. Martin Jarolím Executive Director for Retail branch network management, ČSOB, Supervisory Board member Business address: Radlická 333/150, 150 57 Prague 5 Graduated from Charles University in Prague, Mathematics and Physics Department, where he studied from 1990 to 1995 specializing in Optimization and Mathematical Economics. From 1995 to 2000 he studied at Charles University, Prague, Center for Economic Research and Graduate Education (CERGE), where he earned his Ph.D. with the thesis Foreign Direct Investment and Foreign Trade. He has also attended various specialist and management courses. In 2000 he joined ČSOB, where he has worked in various professional and management positions. Since 2006, he has been executive director for retail marketing, currently he holds the position of director of ČSOB’s RETAIL/SME segment. Membership in bodies of other companies: CERGE-EL, Supervisory Board member. David Borges Executive Director of the Assets and Liabilities Management department, ČSOB, Supervisory Board member Business address: Radlická 333/150, 150 57 Prague 5 He graduated from University of Economics, Prague, Faculty of International Relations. From the start he focused his job career on ČSOB, where he gained experience in Back Office and financial market segments in 1994-1997. In 1997-2002 he held executive positions in Middle Office and Treasury departments. In 2002-2005 he was program manager for Basel II. In 2005-2008 he managed the Credit Modeling and Reporting and later Corporate Lending departments. Since 2008 Mr. Borges has held the position of executive director of ČSOB’s Assets and Liabilities Management department. Membership in bodies of other companies: ČSOB Factoring – Supervisory Board member. Koen Wilmots Senior Executive Officer and member of the ČSOB Board of Directors, Supervisory Board member (since 26 February 2010) Business address: Radlická 333/150, 150 57 Prague 5 He graduated from the Law School of Leuven University in Belgium where he specialized in European law. Then he was advisor to the Belgian Vice-Premier and held a number of management positions in banks in Belgium and Germany. In 1999 he joined ČSOB where he held executive positions in the Corporate Banking a Credits department. Since 2005 he has been executive director of ČSOB‘s Credits department. Membership in bodies of other companies: member of the ČSOB Board of Directors. Annual Report 2010 103 Martin Brabenec Supervisory Board member elected by employees Business address: Radlická 333/150, 150 57 Prague 5 He graduated from Higher Business School in 1997. He joined ČSOB in February 1997, first as economist and methodologist. Currently he is banking specialist in the External Networks Management department specialized mainly in commission systems. Membership in bodies of other companies: none Václav Moravec Supervisory Board member elected by employees Business address: Radlická 333/150, 150 57 Prague 5 After graduation from University of Economics, Prague, in 1988, he joined ČSKD – Intrans to work as head of the newly established Marketing department. In 1993 he transferred to Komerční banka’s Retail Credit department. Since 1995 he has worked at (Českomoravská) Hypoteční banka in various positions, including management. He represented the Bank in negotiations with the Ministry of Finance and the Ministry for Regional Development of the Czech Republic and was a member of the Banking Association Sub-Committee for Mortgages and Building Savings. Since 1999 he has been focused on marketing and currently holds the position of marketing communications specialist. He took up a short-term internship with the Bank of Scotland and attended a number of professional training courses. Membership in bodies of other companies: none None of the members of the Board of Directors or Supervisory Board has been sentenced for fraud or other criminal offenses in the past five years. None of the members of the Board of Directors or Supervisory Board has participated in bankruptcy, forced administration or liquidation proceedings in their positions in the past five years. None of the members of the Board of Directors or Supervisory Board has been publicly charged, subject to sanctions or rendered incapable of performing as member of administrative, executive or supervisory bodies of any company, or management or operating position in any company in the past five years. No conflict of interests occurs pertaining to the Board of Directors and Supervisory Board members and top management. No public charges were made or sanctions imposed on the foregoing persons or bodies by statutory or regulatory bodies, None of the foregoing persons has been rendered incapable of performing the function of member of administrative, management or supervisory bodies of any issuer or the function pertaining to management or operations of any issuer. Audit Committee Michal Babický Audit Committee independent member Business address: Radlická 333/150, 150 57 Prague 5 Graduate of Silesian University in Opava (1993-1997). In 2001-2004 he worked as an assistant in KPMG audit firm, and until 2007 as head of the General Ledger Shared Service Centre (SSC) department in JCI. In 2007 he joined Alpiq, first as head of the Accounting department for CEE, and since 2010 as an external consultant in the accounting and financial management field. Membership in bodies of other companies: none David Borges See Supervisory Board Koen Wilmots See Supervisory Board 104 Annual Report 2010 Procedures of administrative, management and supervisory bodies Term of office Term of office to Jan Sadil 1 September 2001 1 September 2011 Petr Hlaváč 17 January 2005 16 January 2010 Vlastimil Nigrin 13 February 2009 13 February 2014 Martin Vašek 29 May 2009 29 May 2014 Petr Hutla 13 January 2010 13 January 2015 David Borges 6 May 2009 6 May 2014 Koen Wilmots 26 February 2010 26 February 2015 Ladislav Mach 16 November 2005 25 February 2010 Martin Jarolím 2 September 2006 22 November 2011 Martin Brabenec 7 February 2007 7 February 2012 Václav Moravec 25 April 2007 25 April 2012 Představenstvo Supervisory Board The Bank has entered into employment contracts with its top management, i.e. including Board of Directors members. The contracts do not stipulate other than statutory requirements as to the termination of their employment. The Bank does not provide any benefits under the employment agreements for performance of the duties of a Supervisory Board member upon termination of the term of office of Supervisory Board member. The Supervisory Board, given the small number of its members, does not make decisions in committees, but in board. An Audit Committee was set up and came into force on 31 December 2009 that acts pursuant to Act No. 93/2009 Coll., the Company Articles of Association and the approved Rules of Procedure. Principles of remuneration Supervisory Board The Company pays Supervisory Board members a monthly remuneration for their supervisory activities, participation in Supervisory Board meetings, due preparation for meetings and other activities related to performance of the function of Supervisory Board member. All Supervisory Board members have waived the remuneration. Board of Directors The Company pays Board of Directors members a monthly remuneration for their management activities, participation in Board of Directors meetings, due preparation for meetings and other activities related to performance of the function of Board of Directors member. The remuneration rules were approved by the General Meeting held on 30 November 2001 and are reviewed by the Supervisory Board annually. Payment of the variable component of the remuneration to Board of Directors members is contingent on the Bank’s financial and business results for the respective reporting period and the external auditor’s opinion. The Supervisory Board sets and assesses indicators through evaluation of the assigned tasks as performed by each member during the evaluation period. The variable part of the remuneration may amount up to 60% of the fixed component. Top management The Bank’s management receives remuneration in accordance with standard management contracts and under the standard terms in the banking sector. The Board of Directors lays down the rules for management remuneration. Payment of the variable part of management paychecks depends on the Bank’s business and financial results for the respective reporting period and the external auditor’s opinion. The Board of Directors sets and assesses indicators through evaluation of the assigned tasks as performed by each management member during the evaluation period. The variable part of the remuneration may amount up to 30% of the fixed component. Annual Report 2010 105 Conflict of interest at the level of administrative, management and supervisory bodies The Bank is not aware of any possible conflict of interest between the obligations of the above persons to the Bank and their personal interests or other obligations. Hypoteční banka has drafted a Code of Ethics stipulating the procedure to be employed in the event of any conflict of interests. The Bank is not aware of any arrangements or agreements with major shareholders, customers, suppliers or other entities, under which a person on the Board of Directors or Supervisory Board was selected as member of administrative, management and supervisory bodies or top management member. None of the current members of the Supervisory Board or Board of Directors conducts primary business activity outside their activities for the Bank, which could have a significant impact on the Bank’s assessment. As none of the persons at the level of administrative, management and supervisory bodies is an owner of shares or rights to shares, no limitation of disposal thereof can be arranged. Ownership of the issuer’s participating securities and options None of the members of the Board of Directors, the Supervisory Board and top management hold any Hypoteční banka’s participating securities or options and comparable financial instruments, nor have they concluded any similar agreements. Shares and options held by members of administrative, management and supervisory bodies None of the members of the Board of Directors and the Supervisory Board hold any shares of Hypoteční banka or options, on the basis of which these individuals may acquire other participating securities of Hypoteční banka or execute their transfers. Hypoteční banka is not aware of any persons closely related to the above mentioned persons owning shares of Hypoteční banka or the options thereof. Receivables from the Board of Directors and top management (in CZK millions) Total previous receivables Board of Directors 13 Supervisory Board 7 Top managers 40 Total 60 Receivables balance including interest as at 31 December 2010 Board of Directors Supervisory Board 16 2 Top managers 38 Total 56 Performance in CZK provided by entities controlled by the issuer for the year Hypoteční banka does not control any entities. Employee option of participating in Hypoteční banka’s capital Employees of Hypoteční banka, except for members of the Board of Directors and employees of the Mortgage Bonds and Refinancing department, may participate in basic capital of Hypoteční banka through the standard purchase of the Bank’s shares via the RM-Systém. Since ČSOB has become Hypoteční banka’s sole shareholder in May 2009, registration of shares for trading in the RM-Systém was terminated. 106 Annual Report 2010 Other information on the Bank Principal markets As of 1 January 2010, Hypoteční banka, as a specialist in mortgage financing, continued to develop its activities in the mortgage lending market solely in the segment of mortgage loans for individuals. As in previous years, Hypoteční banka provided mortgage loans only in Czech crowns and only in the Czech market. More detailed information is included in the chapter “Hypoteční banka”. At the end of 2010, receivables from provided mortgage loans represented 89% of the Bank’s overall asset balance, whereas the volume of receivables from mortgage loans provided to individuals rose by 0.6% year-on-year and accounted for 97% of the Bank’s overall portfolio at the end of 2010. Income from provided mortgage loans accounted for 91.2% of the Bank’s total operating income. Bank assets The net book value of all Hypoteční banka’s intangible assets, property, plant and equipment totaled CZK 206 million at 31 December 2010. The net book value of Bank’s intangible assets, 100% of which is comprised of software, amounted to CZK 49 million, representing a year-on-year decrease of CZK 1 million, down 2%. Property, plant and equipment had a net book value of CZK 157 million, accounting for a 2% year-on-year drop, or CZK 3 million. The ratio of intangible assets, property, plant and equipment to total Bank assets was 0.13% as at the last day of the year. Breakdown of administrative expenses – audit, legal and tax advisory 2010 CZK millions 2009 CZK millions Auditor’s services – audit 2 2 Legal and notary services 3 3 Total 5 5 Property, plant and equipment The following table provides an overview of real estate owned by Hypoteční banka at 31 December 2010: Buildings acquisition price CZK million Buildings net book value CZK million Buildings area m2 Land CZK million Hradec Králové 61 41 707 6 Rychnov nad Kněžnou 21 14 769 0 Kolín 22 15 1,481 1 Jihlava 18 12 580 0 122 82 3,537 7 Region Total Historical financial data audit The Report on Related Parties, financial data including historical data, and compliance of financial information in the Annual Report with the Financial Statements have been reviewed by auditors. Hypoteční banka’s Financial Statements for 2006, 2007, 2008, 2009 and 2010 were audited by: Business name: Ernst & Young Audit, s.r.o. License No.: KA ČR 401 Registered office: Karlovo nám. 10, 120 00 Praha 2 Business registration number (IČ): 26704153 Auditor for 2010: Roman Hauptfleish, License No. 2009 Annual Report 2010 107 Investments Key non-financial investments In 2010, Hypoteční banka invested a total of CZK 52 million in tangible and intangible assets. The most significant item was investment in information technology in the amount of CZK 47 million; other investments of CZK 5 million included branch modifications and car fleet renewal. In 2009, Hypoteční banka invested a total of CZK 61 million in tangible and intangible assets. The most significant item was investment in information technology in the amount of CZK 50 million; other investments amounted to CZK 6 million. Key financial investments Hypoteční banka’s financial investments in 2010 comprised merely the sale and repayment of the remaining portion of government bonds, as no new investments were made in the course of the year. In 2006 the Bank acquired a minority 9% ownership interest in the real estate company LEXXUS, a.s. with the aim to extend its product line to include real estate. Future investments In 2011, the Bank plans to make non-financial investments in the amount of roughly CZK 113 million. Again, the most significant spending will be on information technology (information system development, purchases of hardware and software and electronic document processing) in the amount of approximately CZK 82 million. The remaining CZK 31 million will be spent primarily on renewing the car fleet and appreciation and renovation of real estate. Aside from potential investment into government bonds and treasury bills, the Bank does not intend to hold any other securities and financial investments. Transactions with Related Parties Information on transactions with Related Parties is included in the Notes to the Financial Statements for the Year Ended 31 December 2010 and in the Report on Related Parties. Statutory minimum reserve Except for deposits in current accounts designed for the repayment of loans, Hypoteční banka does not accept any primary deposits. Throughout 2010, primary deposits did not exceed 1% of the total balance sum of Hypoteční banka. During this period, Hypoteční banka maintained its statutory minimum reserve at a stipulated level (currently 2%) at all times. 108 Annual Report 2010 Trends In mid-2010, demand for new loans began to grow, still accompanied by Hypoteční banka’s more prudent approach to assessing credit risk. More information on current trends can be found in chapters “Hypoteční banka”, “Report of the Board of Directors” and “Financial Performance Analysis”. Ownership interest At 31 December 2010, Hypoteční banka held no ownership interest other than in LEXXUS, a.s. The Bank holds no direct or indirect stake in another entity, which would constitute at least 10% of its equity or 10% of the Bank’s annual net profit/ loss. Except as stated above, the Bank does not intend to acquire other ownership interests. Factors impacting the Bank’s operations Information on government, economic, budget, currency or general policies and factors that have had or could have a material impact, direct or indirect, on the Bank’s operations is included mostly in chapters “The mortgage market in 2010” and “Report of the Board of Directors”. Significant contracts The Bank entered into no contracts from which obligations or claims might arise of any member of the Group, which would significantly impact the Bank’s ability to meet its obligations. Furthermore, the Bank is not aware of any of the Group members having concluded other contracts containing any provision that would give rise to any obligation or claim with a significant impact on the Group as at the date of the Annual Report. Exercise of takeover bids The Bank has no knowledge of any takeover bids. Foreign branches The Bank has no foreign branches. Patents and licenses Hypoteční banka owns several trademarks registered with the Industrial Property Office, pertaining primarily to the identification of the Company and its products, and has filed some applications for registration. Hypoteční banka owns no patents and licenses. Information on administrative, court or arbitration proceedings At the date of this Annual Report, the Bank has not been party to any court, administrative or arbitration proceedings brought against it either in the Czech Republic or abroad, which may have a significant negative impact on the Bank’s financial position and, at the same time, may be material with regard to publishing the Annual Report. Third parties and experts‘ representations and representations of any interest Aside from the Auditor’s Report, the Annual Report does not include any representations or reports of a person acting as an expert. Information from third parties comprised in the Annual Report is referenced as to the respective source. Information provided by third parties was reproduced exactly and to the best knowledge of Hypoteční banka. The Bank ascertains to the greatest degree possible from the information disclosed by the respective third party that no facts were omitted which could render the reproduced information inaccurate or misleading. Disclosures The full wording of the Bank’s audited Financial Statements including annexes and auditors’ opinions thereon are available upon request at the Bank’s registered office during business hours and on the Bank’s website together with the Annual and Semi-annual Reports and quarterly information summaries. Any other Bank-related documents and material indicated in the Annual Report, as well as the Bank’s Articles of Association, are also available for review at the Company’s registered office. Annual Report 2010 109 Hypoteční banka employees 2010 2009 2008 Index 2010/2009 Index 2009/2008 Recorded 426 436 440 0.98 0.99 Adjusted 422 434 433 0.97 1.00 Average headcount Two-thirds of employees (banking clerks) work in the Prague headquarters and one-third in the sales network covering the entire territory of the Czech Republic. Persons responsible for the Annual Report Hypoteční banka, a.s., with its registered office at Radlická 333/150, Prague 5, postal code 150 57, is responsible for the data included in the Annual Report of Hypoteční banka, a.s. for 2010. Hypoteční banka, a.s. hereby represents that, having exercised reasonable due care and diligence, the data comprised in the Annual Report of Hypoteční banka, a.s. for 2010 is accurate to the best of its knowledge and that no events were omitted that might change the meaning thereof. Hypoteční banka, a.s. Jan Sadil Board of Directors Chairman and Chief Executive Officer Hypoteční banka, a.s. Petr Hlaváč Board of Directors Vice-Chairman and Chief Credit Officer Hypoteční banka, a.s. Vlastimil Nigrin Board of Directors member and Chief Business Officer Hypoteční banka, a.s. Martin Vašek Board of Directors member and Chief Finance Officer Hypoteční banka, a.s. 110 Annual Report 2010 Points of sale of Hypoteční banka As at 1 January 2011 Regional branch Branch Address E-mail Telephone Fax České Budějovice Riegrova 2 37001 České Budějovice info.cb@hypotecnibanka.cz 383 835 311-312 383 835 334 Jihlava Masarykovo náměstí 13 58601 Jihlava info.ji@hypotecnibanka.cz 565 659 141 Brno Malinovského náměstí 4 66317 Brno info.br@hypotecnibanka.cz 542 422 713 (711) 542 422 795 Hodonín Štefánikova 13 695 01 Hodonín info.ho@hypotecnibanka.cz 518 321 886 Znojmo Horní Česká 248/19 669 02 Znojmo info.zn@hypotecnibanka.cz 515 294 911 Karlovy Vary Moskevská 2 36021 Karlovy Vary info.kv@hypotecnibanka.cz 355 329 052-6 355 329 060 Hradec Králové Ulrichovo náměstí 735 50002 Hradec Králové info.hk@hypotecnibanka.cz 495 062 111 495 062 342 Jičín Jungmannova 1132 50601 Jičín info.jc@hypotecnibanka.cz 493 538 011 Rychnov nad Kněžnou Sokolovská 1494 51601 Rychnov nad Kněžnou info.ry@hypotecnibanka.cz 494 535 234 Trutnov Krakonošovo náměstí 127 54101 Trutnov info.tr@hypotecnibanka.cz 499 811 421 499 811 422 Liberec Rumunská 655/9 46001 Liberec 4 info.li@hypotecnibanka.cz 484 847 167 484 847 169 Ostrava Nádražní 81 70200 Ostrava info.os@hypotecnibanka.cz 599 508 811 599 508 835 Opava Dolní náměstí 18 74601 Opava info.op@hypotecnibanka.cz 553 791 932 739 249 999 Ostrava Přívozská 3 70200 Ostrava info.ot@hypotecnibanka.cz 596 117 745 596 117 745 Olomouc Riegrova 12 77200 Olomouc info.ol@hypotecnibanka.cz 588 516 688 588 516 694 Pardubice Masarykovo náměstí 1458 53002 Pardubice info.pd@hypotecnibanka.cz 464 647 445-9 Svitavy Náměstí Míru 108/28 56802 Svitavy info.pd@hypotecnibanka.cz 461 541 054 737 204 648 Plzeň Klatovská 40 30100 Plzeň info.pl@hypotecnibanka.cz 373 731 822-8 373 731 812 Praha 1 Na Poříčí 40/1051 11000 Praha 1 info.ph@hypotecnibanka.cz 242 419 498-499 242 419 480 Praha 5 Štefánikova 203/23 150 00 Praha 5 info.ps@hypotecnibanka.cz 257 286 930 Kolín Legerova 148 28002 Kolín info.ko@hypotecnibanka.cz 321 727 530 321 726 897 Mladá Boleslav Českobratrské náměstí 1321 29301 Mladá Boleslav info.ph@hypotecnibanka.cz 326 326 084 326 326 084 Teplice 28. října 711/16 41501 Teplice info.te@hypotecnibanka.cz 414 128 915, 414 128 918 414 128 923 Ústí nad Labem Masarykova 132 40001 Ústí nad Labem info.ul@hypotecnibanka.cz 475 200 375 475 200 435 Zlín Kvítková 4323 76001 Zlín info.zl@hypotecnibanka.cz 577 212 460 (462, 464, 466) 577 212 467 Kroměříž Moravcova 263/1 76701 Kroměříž info.kr@hypotecnibanka.cz 573 331 093 573 344 462 Uherské Hradiště Na Splávku 1182 68601 Uherské Hradiště info.uh@hypotecnibanka.cz 603 253 815 Annual Report 2010 111 Identification and contact information Business name: Hypoteční banka, a.s. (Českomoravská hypoteční banka, a.s. until 31 December 2005) Registered office: Prague 5, Radlická 333/150 Business registration number (IČ): 13584324 Tax identification number (DIČ): CZ13584324 Bank code (BANIS): 2100 Date of incorporation in the Commercial Register: 10 January 1991 Duration: the Company was established for an indefinite period Registry Court: Municipal Court in Prague Registry Court entry number: Section B, Entry 3511 Key legislation governing the Bank’s operations: Act No. 21/1992 Coll., on Banks, Act No. 6/1993 Coll., on the Czech National Bank Legal form: joint-stock company Registered capital: CZK 5,076 million as at 31 December 2010 Scope of business: Article 2 of the Articles of Association: 1. Conducting banking business pursuant to the Act on Banks and the performance of other activities to the extent laid down by binding legal regulations and, where applicable, Czech National Bank (ČNB) licenses for and approvals of performing business activities thereof. 2. Issuance of mortgage bonds pursuant to special legislation. Auditor: Ernst & Young Audit, s.r.o., Prague 2, Karlovo nám. 10, postal code 120 00 Telephone: 224 116 515 Fax: 224 119 722 E-mail: info@hypotecnibanka.cz Website: www.hypotecnibanka.cz 112 Annual Report 2010 ©2011 Hypoteční banka, a.s. Design, consultancy and production: ENTRE s.r.o. Printed by: Integraf, spol. s r.o.