2014 - Banque Havilland

Transcription

• • • • • •
Consolidated Annual Report I 2014
Consolidat ed A nn ua l R eport 2 014
1
List of contents
Consolidated Management Report
3
Audit report 6
Consolidated Balance Sheet
9
Consolidated off Balance Sheet
11
Consolidated Profit and Loss Account
13
Notes to the consolidated Annual Accounts
15
2
• • • • • •
last
financial
year
has
been
a
transition year for the Banque Havilland
banking activity of La Française Bank by
Banque Havilland S.A. (the “Bank”).
Group (the “Group”), which was marked
The total assets of the Group has increased
by the continued disposal of non-banking
from EUR 825.0m to EUR 1.3bn following the
activities, predominantly the historic real
acquisition of BHLI and BHBA. The Group
estate exposure of the Luxembourg head
has continued its strategy to maintain a very
office and insurance businesses. This was
prudent asset profile with the loan to deposit
combined with the geographical expansion
ratio remaining below 25% and the low ratio
of the banking network of the Group and
of loans to total assets of 16% (EUR 202.3m).
strong organic growth in the UK Branch.
The balance of the assets are kept with
On
September
30,
2014,
the
Group
acquired a majority stake from Banque
Pasche (Geneva) S.A. in their Liechtenstein
subsidiary, which has been subsequently
central banks, in money market operations
and in a high grade investment portfolio. The
tangible assets decreased from EUR 121.5m
to EUR 11.0m following the sale of K2.
renamed Banque Havilland (Liechtenstein)
In the context of the acquisitions the sole
AG (“BHLI”). On November 18, 2014, the
shareholder took the decision to increase
Group also acquired the entire share capital
its subscribed capital from EUR 100m to
of Pasche Bank & Trust Limited in Nassau,
EUR 130m to maintain the conservative and
Bahamas from Banque Pasche (Geneva) S.A.
robust balance sheet ratios. Our solvency
with effective date October 31, 2014. The
ratio remains strong with 25% as per
entity in the Bahamas has been renamed
December 31, 2014.
Banque Havilland (Bahamas) Ltd (“BHBA”).
The Group delivered a solid performance this
Kaytwo S.à r.l. (“K2”), a property company
year, with a profit of EUR 2.8m compared to
holding the Luxembourg head office, has been
EUR 1m, and this despite the challenging
sold in January 2014. In addition, the operating
economic environment where geopolitical
income has been positively influenced by
risks continue to create uncertainties and
The
the acquisition of the Luxembourg private
• • • • • •
3
the macro-economic outlook throughout
Europe remains challenging. The Group
maintained
an
aggressive
investment
schedule to further serve our clients needs
as well as to face the challenges of the
new regulatory backdrop encompassing
EMIR
(European
Market
Infrastructure
Regulation), FATCA (Foreign Account Tax
Banque Havilland (Liechtenstein) AG
On September 30, 2014, the Group acquired
52.5 % of the shares in BHLI from Banque
Pasche S.A.. The core competencies of
Banque
Havilland
(Liechtenstein)
AG
include traditional private banking, asset
management and depositary bank services.
Compliance Act) and Basel III/ CRD IV.
Banque Havill and (Monaco) S.A.M.
Banque Havill and S.A.
The financial year 2014 has been another
successful year for the head office in
Banque
Havilland
(Monaco)
S.A.M.
successfully integrated the acquisition of a
portfolio of private clients in December 2013.
Luxembourg. The balance sheet increased
from EUR 627.1m to EUR 956.9m following
the acquisition of the private banking
business of La Française Bank combined
Bl ackfish Capital Management
Limited
with central treasury management from the
Blackfish
new subsidiaries. The Bank has prepared
(“BCM”), a UK based regulated investment
itself to serve the broader network and has
management company acquired in 2010. The
subsequently strengthened its workforce in
activities of BCM are in the process of being
Luxembourg across all departments.
transferred to Banque Havilland UK Branch.
Capital
Management
Limited
Banque Havilland (UK) branch continued its
Blackfish Capital Holdings Limited
private banks under the UK government’s
Blackfish Capital Holdings Limited (“BCH”),
investment visa regime.
a
Guernsey
company
investment
acquired
in
management
2010,
remained
dormant throughout 2014.
Banque Havill and (Bahama s) Ltd.
BHBA was acquired as per October 31, 2014
to extend the geographic reach but also
strengthening our access to the strategic
K aupthing Life & Pension
Luxembourg S.A.
growth markets of Latin America and the
In
Middle East.
Luxembourg S.A. (“KLP”) entered into an
2014,
Kaupthing
Life
&
Pension
uncertainty created demand for London
• • • • • •
strong organic growth as the geopolitical
4
agreement to transfer the existing business
of new subsidiaries which have been
to a professional insurance partner. This
acquired throughout the year 2014. The
agreement is expected to be closed during
Group continues to look for strategic bolt-
the first half of 2015.
on acquisitions to accelerate its expansion
plans, based on the opportunities arising
from competitors strategic decision to
leave the sector and refocus on their home
Outlook for 2015
markets. Despite the opportunistic outlook
The global economy continued to show
for further growth, it is always against the
resilience
continued
backdrop of maintaining the banks top tier
marcoeconomic headwinds in 2014, aided
liquidity and solvency ratios. On behalf of
by the continued accommodative monetary
the Group’s Executive Committee and the
policy by the vast majority of central banks.
shareholder, we would like to express our
At the same time, a sharp fall in commodity
deepest thanks to the clients and employees
prices in the latter half of the year contributed
of Banque Havilland Group.
in
the
face
of
to muted inflation expectations and to an
increase in volatility, adversely influencing
client confidence and activity levels. Client
Activities of the Bank in the field of research
and development: Not applicable.
risk appetite remained subdued. For 2015,
Acquisition of the Bank’s own shares: Not
the Group will continue with the integration
applicable.
Luxembourg, 31st March 2015
Peter LangJean-François Willems
• • • • • •
Deputy CEOCEO
5
Audit report
To the Board of Banque Havilland S.A.
Report on the consolidated
Responsibility of the “Réviseur
a nnua l account s
d’entreprises agréé”
audited
consolidated
the
annual
accompanying
accounts
of
Banque Havilland S.A., which comprise
the consolidated balance sheet as at
31 December 2014, the consolidated profit
and loss account for the year then ended
and a summary of significant accounting
policies and other explanatory information.
Board of Directors’ responsibility for
the consolidated annual accounts
The Board of Directors is responsible for
Our responsibility is to express an opinion
on these consolidated annual accounts
based on our audit. We conducted our
audit in accordance with International
Standards on Auditing as adopted for
Luxembourg
by
the
“Commission
de
Surveillance du Secteur Financier”. Those
standards require that we comply with
ethical requirements and plan and perform
the audit to obtain reasonable assurance
whether the consolidated annual accounts
are free from material misstatement.
the preparation and fair presentation of
An audit involves performing procedures
these consolidated annual accounts in
to obtain audit evidence about the amounts
accordance with Luxembourg legal and
and
regulatory requirements relating to the
annual
preparation of the consolidated annual
selected depend on the judgment of the
accounts, and for such internal control
“Réviseur d’entreprises agréé”, including
as the Board of Directors determines is
the assessment of the risks of material
necessary to enable the preparation of the
misstatement of the consolidated annual
consolidated annual accounts that are free
accounts, whether due to fraud or error.
from material misstatement, whether due
In making those risk assessments, the
to fraud or error.
“Réviseur d’entreprises agréé” considers
disclosures
in
accounts.
the
consolidated
The
procedures
internal control relevant to the entity’s
have
• • • • • •
We
6
preparation and fair presentation of the
Opinion
consolidated annual accounts in order
In our opinion, the consolidated annual
to
are
accounts give a true and fair view of the
appropriate in the circumstances, but not
consolidated financial position of Banque
for the purpose of expressing an opinion
Havilland S.A. as of 31 December 2014, and
on the effectiveness of the entity’s internal
of the consolidated results of its operations
control. An audit also includes evaluating
for the year then ended in accordance
the appropriateness of accounting policies
with Luxembourg legal and regulatory
used and the reasonableness of accounting
requirements relating to the preparation of
estimates made by the Board of Directors, as
the consolidated annual accounts.
design
audit
procedures
that
well as evaluating the overall presentation
of the consolidated annual accounts.
We believe that the audit evidence we have
Rep ort on other lega l a nd
obtained is sufficient and appropriate to
regul atory requirement s
provide a basis for our audit opinion.
The
consolidated
management
report,
which is the responsibility of the Board of
annual accounts.
400, Route d’Esch
B.P. 1443
L-1014 Luxembourg
Telephone +352 494848-1
Facsimile +352 494848-2900
www.pwc.lu
info@lu.pwc.com
Luxembourg, 31st March 2015
Cabinet de révision agréé. Expert-comptable
(autorisation gouvernementale n°00123693)
R.C.S. Luxembourg B 65 477
Capital social EUR 516 950
TVA LU17564447
PricewaterhouseCoopers, Société coopérative
Represented by
Paul Neyens
• • • • • •
PricewaterhouseCoopers
Société à responsabilité limitée
Réviseur d’Entreprises
Directors, is consistent with the consolidated
7
8
• • • • • •
Banque Havilland S.A.
CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2014 (EXPRESSED IN EURO)
Assets
Notes
31/12/2014
31/12/2013
4.1,7.1
95 527 254
5 482 960
209 441 092
45 681 659
149 602 067
4 750 001
255 122 751
154 352 068
202 288 741
69 009 797
25 098 241
529 838 543
26 807 172
363 582 105
554 936 784
390 389 277
2.4.2, 4.5,7.1, 7.3
44 239 435
13 518 477
2.3.1, 4.6
4 678 106
2 474 636
2.2, 4.7
13 598 659
-
2.3.2, 4.6
10 992 618
121 510 436
4.8
71 160 110
65 254 293
4 272 413
3 085 102
1 256 816 871
825 077 046
Cash in hand, balances with central banks and post
4.2, 7.1, 7.3
repayable on demand
other loans and advances
Loans and advances to customers
2.4.3, 4.3, 7.1, 7.3
Debt securities and other fixed-income securities
2.4.1, 4.4, 7.1, 7.3
Issued by public bodies
Issued by other borrowers
Shares and other variable-yield transferable securities
Intangible assets
Goodwill of first consolidation
Tangible assets
Other assets
Prepayments and accrued income
TOTAL ASSETS
4.9
The accompanying notes form an integral part of these consolidated annual accounts.
Loans and advances to credit institutions
• • • • • •
office banks
9
CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2014 (EXPRESSED IN EURO)
Liabilities
31/12/2014
31/12/2013
3 749 627
107 804 633
1 537 647
209 535 143
111 554 260
211 072 790
774 322 806
91 974 114
372 624 912
26 196 863
866 296 920
398 821 775
90 840 615
82 142 463
4 705 657
1 902 403
2 744 875
5 038 011
2 079 014
5 974 195
7 782 886
8 053 209
2.5
16 088 653
12 429 001
Subscribed capital
5.4, 5.6
130 000 000
100 000 000
Share premium accounts
5.4, 5.6
1 260 709
1 260 709
Reserves
5.5, 5.6
1 525 658
1 511 079
(87 328)
(5 991)
Amounts owed to credit institutions
Notes
5.1, 7.1
repayable on demand
with agreed maturity dates or periods of notice
Amounts owed to customers other debts
5.2, 7.1
repayable on demand
with agreed maturity dates or periods of notice
Other liabilities
5.3
Accruals and deferred income
other provisions
Fund for general banking risks
Reevaluation reserves
5.6
Consolidation reserves
2.2, 5.6, 5.7
2 580 440
2 580 440
Minority interests
5.6
16 140 467
-
Profit brought forward
5.6
5 350 537
4 318 137
Profit for the financial year
5.6
2 777 397
991 031
TOTAL LIABILITIES
5.8
1 256 816 871
825 077 046
• • • • • •
provisions for taxation
Provisions
10
CONSOLIDATED OFF BALANCE SHEET FOR THE YEAR ENDED DECEMBER 31, 2014
(EXPRESSED IN EURO)
Off Balance sheet items
Contingent liabilities
NOTES
31/12/2014
31/12/2013
6.1, 7.1, 7.3
5 374 162
4 623 659
5 374 162
4 623 659
130 718
130 718
of which: Guarantees and assets pledged as collateral
security
Fiduciary transactions
• • • • • •
11
12
• • • • • •
CONSOLIDATED Profit and loss account for the year ended December 31, 2014
(expressed in euro)
Notes
2014
2013
Interest payable and similar charges
13 405 455
7 225 767
(1 333 466)
9 610 191
6 731 508
(6 504 310)
Net interest income
12 071 988
3 105 881
1 042
583
9 966 874
(2 843 378)
4 457 920
(753 490)
7 123 496
3 704 430
Interest receivable and similar income
8.1
of which: arising from debt securities and other
fixed-income securities
Income from transferable securities
Income from shares and other variable-yield securities
Commission receivable
8.1
Commission payable
Net commission income
Net profit on financial operations
8.1
5 946 598
4 734 343
Other operating income
8.2
13 488 189
16 893 523
38 631 313
28 438 760
9.1, 9.2
(11 461 721)
(9 129 511)
9.3
(9 340 181)
(1 136 995)
(378 176)
(8 050 150)
(7 647 853)
(671 009)
(246 157)
(8 914 564)
(19 511 871)
(18 044 075)
(3 877 361)
(3 006 182)
(12 371 163)
(10 032 044)
(387 085)
(550 317)
Total operating income
of which:
- wages and salaries
- social security costs
of which: social security costs relating to pensions
Other administrative expenses
Value adjustments in respect of tangible and
intangible assets
Other operating charges
Value adjustments in respect of loans and advances and
provisions for contingent liabilities and for commitments
8.3
8.4
• • • • • •
Staff costs
General administrative expenses
13
CONSOLIDATED Profit and loss account for the year ended December 31, 2014
(expressed in euro)
Notes
2014
2013
442 398
275 725
-
4 571 000
2 926 231
1 652 867
(76 013)
(64 200)
Profit after tax
2 850 218
1 588 667
Other taxes not shown under the preceding items
(508 610)
(597 636)
Profit for the financial year
2 341 608
991 031
Thereof minority interests
(435 789)
-
Profit for the financial year attributable to the Group
2 777 397
991 031
Value re-adjustments in respect of loans and
advances and provisions for contingent liabilities
and for commitments
8.4
Transfer to and income from the fund for general
banking risks
Profit before tax
Taxes on profit on ordinary activities
8.5
• • • • • •
14
Notes to the consolidated annual accounts as at December 31, 2014
1G ener a l
Banque Havilland S.A. (the “Bank”) was incorporated in the Grand-Duchy of
Luxembourg on July 10, 2009 as a limited liability company (“Société Anonyme”). The
Ministry of Finance granted the company a banking licence on June 25, 2009.
The Bank was created through a non cash contribution of assets and liabilities from
a former bank. This non cash contribution was calculated as the lower of net book
value or fair value as at the date of the contribution. As a consequence, the Bank
is now carrying all former assets and liabilities and reflects the historical cost and
accumulated depreciation.
The Bank is registered at the Luxembourg “Registre du Commerce et des Sociétés”
under the number B0147.029. The head office is located 35a, Avenue J.F. Kennedy,
L-1855 Luxembourg.
The share capital of the Bank prepares is expressed in Euro (EUR) and the accounting
records are prepared and maintained in this currency. The Bank’s accounting year is
private banking.
The Bank and the subsidiaries described in note 3 are referred to as the “Group”.
• • • • • •
The Bank is permitted to carry out all banking activities. Its principal activity is
defined as the calendar year.
15
Notes to the consolidated annual accounts as at December 31, 2014 (CONTINUED)
2Summ a ry of s ig n i f ic an t acco un ti ng
polic ies
The Group prepares its consolidated accounts using the historical cost principle, in
accordance with the laws and regulations in force in the Grand Duchy of Luxembourg
and on the basis of accounting principles generally accepted by the banking sector in
the Grand Duchy of Luxembourg. The accounting policies and the valuation principles
are determined and applied by the Board of Directors, apart from those which are
defined by law and by the Commission de Surveillance du Secteur Financier.
2.1 Consolidation method
The Group has adopted the full consolidation method for its subsidiaries (direct or
indirect holding of more than 50%).
2.2Differences on first consolidation
parent company’s investment in the consolidated subsidiaries and its share of the
net assets of these companies as at the date of acquisition of its investment.
Positive differences on first consolidation are disclosed on the asset side of the
balance sheet (as goodwill of first consolidation) and amortized over 5 years on a
linear basis.
Negative differences on first consolidation are shown on the liabilities side of the
consolidated balance sheet.
Differences on first consolidation represent the difference between the cost of the
• • • • • •
16
2.3Fixed assets
2.3.1Intangible assets
Intangible assets are included at purchase price less accumulated depreciation.
Intangible assets consist of software amortized over 4 years on a linear basis.
Formation expenses and costs in relation to capital increases are directly expensed
when incurred. Other intangible assets consist of leasehold right and are not amortized.
Goodwill arising from purchase of assets is amortised over 4 years on a linear basis. 2.3.2Tangible assets
Tangible assets are included at purchase price less accumulated depreciation.
Tangible assets are depreciated over their expected useful life.
Rates
Method
Office equipment, fixtures & fittings
25.0%
linear
Company cars
25.0%
linear
Building
25.0%
linear
Fixtures and fittings costing less than EUR 867 or whose expected useful life does
not exceed one year are charged directly to profit and loss account for the year.
is made when the Board of Directors considers the depreciation as durable. The value
• • • • • •
2.3.3Shares in affiliated undertakings
The rates and methods of depreciation are as follows:
adjustment is not maintained if the reasons for which it was recorded no longer exist.
17
Holdings are recorded at purchase price. If the valuation is lower than the purchase
price, value adjustments are booked to account for the unrealised loss. This adjustment
2.4 Current assets
2.4.1Debt securities and other fixed-income securities
Holdings are recorded at purchase price.
Value adjustments are made for securities in the structural portfolio for which the
valuation is lower than the purchase price. The valuation is the market value on the
balance sheet date or the estimated realisable value or the quotation which best
represents the inherent value of the securities held.
2.4.2Shares and other variable-yield securities
Shares and other variable-yield securities are recorded at purchase price. If the
valuation is lower than the purchase price, value adjustments are booked to account
for the unrealised loss.
2.4.3Loans and advances
Loans and advances are disclosed at their nominal value. Accrued interests are
2.4.4Value adjustments in respect of current assets
The policy of the Group is to establish specific provisions to cover the risk of loss and
of the non-recovery of debtors.
Value adjustments are deducted from the relevant current assets.
• • • • • •
of the balance sheet.
recorded under the heading “Prepayments and accrued income” on the asset side
18
2.4.5Provision for assets at risk
A tax free lump-sum provision is accounted for based on the Group’s assets at
risk. These assets are determined in accordance with the regulatory provisions
governing the computation of the capital adequacy ratio. The lump-sum provision
is split between the relevant assets at risk in accordance with the provisions of the
Luxembourg Monetary Institute circular letter dated December 16, 1997. The portion
related to the assets at risk is deducted from these assets.
2.5Fund for General Banking risks
The Group has established a fund for general banking risks to cover the particular
risks associated with banking. Transfers to this fund are booked from income
after tax, but before determination of net income. This fund is not subject to any
quantitative limit.
2.6Purchase price of fungible assets
2.7.1Foreign currency conversion
The share capital of the Group is expressed in Euro (“EUR”) and the accounting
records are maintained in that currency.
Shares in affiliated undertakings included in fixed assets as well as intangible and
tangible assets are converted at the historic rate. All other assets and liabilities
denominated in a currency other than EUR are converted into EUR at the rate of
exchange ruling at the balance sheet date.
• • • • • •
2.7Valuation of foreign currency balances and transactions
The Group values fungible assets by the weighted average price method.
19
Income and charges in foreign currencies are converted into EUR at the rate of
exchange ruling on the date of the transaction.
Foreign currency differences arising from these valuation principles are taken to the
profit and loss account.
The financial statements of subsidiaries whose operating currency is not the EUR are
converted using the closing rate method. Under this method, all assets, liabilities
and result brought forward, both monetary and non-monetary, are converted using
the spot exchange rate at the balance sheet date. Income and expense items are
converted at the average rate for the year.
2.7.2Valuation of transactions not subject to currency risk
Swap transactions not linked to balance sheet items
The spot result realised in cash terms is offset by the result arising from the
revaluation of the forward leg. The premium/discount is spread prorata temporis.
certain to arise in the same currency.
A provision is created for any excess losses; any excess profits are deferred.
2.7.3Valuation of transactions subject to currency risk
Over-the-counter speculative forward transactions
Provision is made for unrealised losses on forward transactions, which do not
represent the hedging of a spot position. Unrealised gains are not accounted for.
The Bank only enters into financial instruments for hedging purposes.
• • • • • •
Future profits that are certain to arise are deducted from future losses that are
Over-the-counter closed forward transactions
20
3Sc op e of c ons ol i d ation
Name of the company
Registered
office
Proportion of the capital held
by the parent company
31/12/2014
31/12/2013
Monaco
100.0%
100.0%
(1)
Luxembourg
0.0%
100.0%
Kaupthing Life and Pension S.A.
Luxembourg
100.0%
100.0%
Blackfish Capital Management Limited
United Kingdom
100.0%
100.0%
United Kingdom
100.0%
100.0%
Liechtenstein
52.5%
0.0%
Bahamas
100.0%
0.0%
Parent company
Luxembourg
Kaytwo S.à r.l.
Banque Havilland (Bahamas) Ltd.
(3)
(1)
sold in January 2014
(2)
acquired with effect September 30, 2014
(3)
acquired with effect October 31, 2014
(2)
• • • • • •
Banque Havilland (Monaco) S.A.M.
Full consolidation
21
4Deta iled dis c lo s ur e s r e l ati ng to as s e t
h ea ding s
4.1 Cash in hand, balances with central banks and post office banks
In accordance with the requirements of the European Central Bank, the Central
Bank of Luxembourg implemented effective January 1, 1999, a system of mandatory
minimum reserves which applies to all Luxembourg credit institutions. The
reserve balance as at December 31, 2014 held by the Group with the Central Bank
of Luxembourg amounted to EUR 15 089 695 (2013: EUR 3 734 274). The Group
has an overnight deposit at the Central Bank of Luxembourg of EUR 55 000 000
as at 31 December 2014 (2013: 0). The reserve balance as at December 31, 2014
held by the Group with the Banque de France amounted to EUR 1 351 609 (2013:
EUR 1 193 519). The resere balance as at December 31, 2014 held by the Group with
the Swiss national bank amounted to EUR 19 996 484 (2013: EUR 0).
institutions (2013: EUR 0).
4.3Loans and advances to customers
As at December 31, 2014, loans and advances to related parties amount to
EUR 36 835 537 (2013: EUR 0).
• • • • • •
As at December 31, 2014, the Group has no amount owed to affiliated credit
4.2Loans and advances to credit institutions
22
4.4Debt securities and other fixed-income transferable securities
This heading includes debt securities, whether quoted on a recognised market or
not, issued by public bodies, credit institutions or other issuers and which are not
included under another balance sheet heading.
Quoted and non-quoted securities are analysed as follows:
Securities quoted on a recognised market
Securities not quoted on a recognised market
Total
2014
EUR
2013
EUR
537 849 322
385 445 944
17 087 462
4 943 333
554 936 784
390 389 277
All the debt securities and other fixed-income securities held are included in the
structural portfolio. The Group uses the European Central Bank Monetary Policy
This heading includes shares, holdings in investment funds and other variable-yield
securities whether quoted on a recognised market or not which are not included in
fixed asset investments.
Quoted and non-quoted shares and other variable-yield securities are analysed as follows:
Securities quoted on a recognised market
Securities not quoted on a recognised market
Total
2014
EUR
2013
EUR
44 230 791
13 515 291
8 644
3 186
44 239 435
13 518 477
• • • • • •
4.5Shares and other variable-yield transferable securities
Operations to finance a part of its eligible securities portfolio.
23
All shares and other variable-yield securities held are included in the structural portfolio.
As at December 31, 2014, the Group holds shares and other variable-yield
transferable securities amounting to EUR 30 766 627 for hedging purposes in the
frame of contracts for differences (CFD) with clients.
4.6 Movements on fixed assets
Fixed Assets
(in EUR)
1. Intangible assets
Software
Goodwill
Other intangible assets
2. Tangible assets
Gross value
at the
beginning of
the financial
Year
Additions
Reductions
752
844
788
120
5 676 885
2 081 158
3 595 727
-
(800 000)
(800 000)
149 658 369
16 755 208
12 455 966
103 030
137 099 373
158 657 121
8 998
6 841
662
1 494
Gross
value at the
end of the
financial
year
Cumulative
value
adjustment
(*)
Net book
value
AS at
31/12/2014
Net book
value
AS at
31/12/2013
637
002
515
120
(9 197 531)
(8 105 958)
(1 091 573)
-
4 678
817
3 166
694
2 474
1 022
651
800
(137 819 420)
28 594 157
17 601 539)
10 992 618
121 510 436
1 842 125
155 642
14 757 441
(672 197)
(47 850)
(137 099 373)
13 625 894 (13 326 419)
210 822
(110 834)
14 757 441
(4 164 286)
299 475
99 988
10 593 155
608 711
40 836
120 860 889
23 432 093
(138 619 420)
42 469 794
15 670 724
123 985 072
13 875
8 923
4 258
694
106
044
942
120
636
909
727
000
of which:
Company cars
Building
TOTAL
(*)
(26 799 070)
including lump sum provision
4.7Goodwill of first consolidation
Goodwill has a total value of EUR 13 598 659 (2013: EUR 0) and consists of positive
differences arising from first consolidation of new subsidiaries included in the
consolidation perimeter in 2014.
• • • • • •
fixtures and fittings
Office equipment,
24
4.8Other assets
This heading consists of the following:
2014
EUR (*)
2013
EUR (*)
63 373 353
61 356 798
Tax advances
1 425 994
7 466
Guarantee called
1 105 684
1 037 532
783 749
842 119
3 338 068
-
60 231
52 597
1 073 031
1 957 781
71 160 110
65 254 293
Investment for the benefit of life insurance
policyholders who bear the investment risk
Management and performance fees receivable
Margin calls on contracts for differences with clients
Invoices issued
Other receivables
Total
4.9Assets denominated in foreign currencies
Assets denominated in currencies other than EUR have a total value of
EUR 544 063 596 (2013: EUR 306 012 729) as at December 31, 2014. The gap
between non EUR denominated assets and non EUR denominated liabilities is
covered by exchange rates derivatives instruments.
Including lump-sum provision
• • • • • •
(*)
25
5Deta iled dis c lo s ur e s r e l ati ng to
lia bilit y h ea di ng s
5.1Amounts owed to credit institutions
As at December 31, 2014, the Group has no amount owed to affiliated credit
institutions (2013: EUR 0).
5.2Amounts owed to customers
As at December 31, 2014, amounts owed to related parties amount to EUR 54 409 967
(2013: EUR 51 895 981).
5.3Other liabilities
2014
EUR (*)
2013
EUR (*)
63 373 353
61 356 798
Invoice payable
2 506 308
2 253 584
Guarantee payable
1 244 782
1 244 777
16 758 134
15 849 196
474 869
-
Technical provisions for life insurance policies where
the investment is borne by the policyholders
Payable on sales of securities
Business introducers commissions payables
This heading consists of the following:
• • • • • •
26
Issued cheques
2 349 311
-
Other payable
3 250 430
775 724
883 428
662 384
90 840 615
82 142 463
Preferential creditors
Total
5.4Subscribed capital and share premium
As at December 31, 2014, the subscribed and fully paid share capital of the Group is
EUR 130 000 000 made up of 130 000 shares with a nominal value of EUR 1 000 each.
5.5Legal reserve
In accordance with article 72 of the Luxembourg company law, an amount of 5% of
net profits should be allocated to a non distributable legal reserve, until this reserve
reaches 10% of the subscribed capital. As a result, the annual general meeting of
the Group held on April 22, 2014 has allocated an amount of EUR 14 579 to the legal
• • • • • •
reserve, in respect of the 2013 financial year.
27
5.6 Changes in shareholders’ equity
The movements of shareholders’ equity of Banque Havilland S.A. may be summarised
as follows:
Subscribed
capital
EUR
Share
Premium
EUR
Legal
Reserve
EUR
Realuation
Reserve
EUR
Consolidation
Reserve
EUR
Minority
Interests
EUR
Profit
brought
forward
EUR
Current
year
profit
EUR
Total
own
funds
EUR
100 000 000
1 260 709
1 511 079
(5 991)
2 580 440
-
4 318 137
991 031
110 655 405
-
-
14 579
-
-
-
-
(14 579)
-
Balance at
legal reserve
Capital increase
Profit brought
forward
Current year
variation
Current year
profit
Balance at
December 31,
2014
30 000 000
30 000 000
-
-
-
-
-
-
-
(81 337)
-
-
-
-
130 000 000
1 260 709
1 525 658
(87 328)
-
-
976 452
(976 452)
-
- 16 140 467
55 948
-
16 115 078
-
-
2 777 397
2 777 397
2 580 440 16 140 467
5 350 537
2 777 397
159 547 880
-
The appropriation of the 2013 result was approved by the Annual Meeting of Shareholders
on April 22, 2014.
During the year 2014, the Bank carried out a EUR 30 000 000 capital increase, corresponding
to the issue of 30 000 new shares with a nominal value of EUR 1 000 each; this capital
increase was approved by the Extraordinary General Meeting dated November 28, 2014.
Transfer to
• • • • • •
December 31, 2013
28
5.7 Consolidation reserves
Consolidated reserves are made up of differences on first consolidation of affiliated
subsidiaries. Movements as of December 31, 2014 are detailed as follow:
ENTITIES (in EUR)
2013
Additions
Reductions
2014
2 046 129
-
-
2 046 129
98 754
-
-
98 754
(295 809)
-
-
(295 809)
Banque Havilland (Monaco) S.A.M.
731 366
-
-
731 366
2 580 440
-
-
2 580 440
Kaupthing Life and Pension S.A.
Blackfish Capital Management Limited
Total
5.8Liabilities denominated in foreign currencies
Liabilities denominated in currencies other than EUR have a total value of
EUR 527 819 293 (2013: EUR 294 931 260) as at December 31, 2014. The majority
• • • • • •
is covered by exchange rates derivative instruments.
of the gap between non EUR denominated assets and non EUR denominated liabilities
29
6Inf orm at ion r e l ati ng to off- b al anc e
sh eet it em s
6.1 Contingent liabilities
Contingent liabilities consist of guarantees and other direct substitutes for loans.
6.2Deposit guarantee and investor compensation scheme
The Bank is member of the “Association pour la Garantie des Dépôts, Luxembourg”
(“A.G.D.L.”). The sole purpose of the AGDL is to establish a system of mutual
guarantee for cash deposits and receivables from investment operations made
by individuals and small companies with the members of the AGDL regardless of
nationality or residence.
The AGDL will reimburse the deposit holder the amount of his guaranteed cash deposits
and to the investor the amount of his guaranteed receivable up to EUR 100 000 per
from investment operations other than that relating to a cash deposit.
As at December 31, 2014 a provision of EUR 125 000 has been made in respect of
specific liabilities arising under this scheme (2013: EUR 62 500).
guaranteed cash deposit and up to EUR 20 000 per guaranteed receivable arising
• • • • • •
30
6.3Open forward agreements at the balance sheet date
The Group is engaged in forward foreign exchange transactions (swaps, outrights)
in the normal course of its business. A significant portion of these transactions has
been contracted to hedge the effects of fluctuations in exchange rates.
6.4Management and representative services supplied by the
Group
The Group’s services to third parties consist of:
• Management and advice on asset management;
• Safekeeping and administration of marketable securities;
• Credit activities;
• Insurance services;
• • • • • •
• Fund administration.
31
7Inf orm at ion r e l ati ng to f i n anc i al
in s t rum ent s
7.1Disclosures relating to primary financial instruments in
relation to non trading activities
The following tables provide an analysis of the carrying amount of primary financial
assets and financial liabilities of the Group into relevant maturity groupings based
on the remaining periods to repayment.
As at December 31, 2014, primary financial assets and liabilities are analysed as
Financial
a ssets
less than
three
months
Between
three
months and
one year
Between
one year
and five
years
more
than five
years
No
Maturity
TOTAL
Cash, balances with
central banks and
post office banks
95 527 254
-
-
-
-
95 527 254
Loans and advances
to credit institutions
250 372 751
-
4 750 000
-
-
255 122 751
Loans and advances
to customers
61 959 409
29 363 041
103 939 844
7 026 447
-
202 288 741
Debt securities
and other fixedincome securities
5 665 336
73 766 134
429 826 057
36 414 793
9 264 464
554 936 784
Shares and other
variable-yield
securities
-
-
-
-
44 239 435
44 239 435
413 524 750
103 129 175
538 515 901
43 441 240
Total
53 503 899 1 152 114 965
follows (in EUR):
• • • • • •
32
Financial
Liabilities
less than
three
months
Between
three months
and one year
Between one
year and
five years
more than
five years
TOTAL
Amounts owed to
central banks
80 000 000
-
-
-
80 000 000
Amounts owed to
credit institutions
31 471 825
82 435
-
-
31 554 260
840 630 604
25 496 641
169 675
-
866 296 920
4 609 541
-
-
764 621
5 374 162
956 711 970
25 579 076
169 675
764 621
983 225 342
Amounts owed to
customers
Contingent
liabilities
Total
The maturity mismatch between the assets and the liabilities of the Group are mainly
related to the Group’s bond portfolio. This portfolio mainly comprises of floating rate
notes indexed on the 3 or 6 months Libor A smaller portion relates to fixed-coupon
bonds and structured-coupon bonds, which are interest sensitive. The duration
of this fixed and structured-coupon portfolio is 3.23 years. About one third of the
A positive shift of 200 bps of the interest rate curve would mean a decrease of about
EUR 9 408 061 mio of the present value of our assets and liabilities. The portfolio is
therefore slightly sensitive to the fluctuation of short term rates. These bonds are
deemed sufficiently liquid should the Group decreases its ECB funding.
• • • • • •
MRO’s and LTRO’s (medium and long term refinancing operations).
funding of the portfolio is made through the ECB Monetary Policy Operations via
33
As at December 31, 2013, primary financial assets and liabilities are analysed as
less than
three
months
Between
three
months and
one year
Between
one year
and five
years
more
than five
years
No
Maturity
TOTAL
5 482 960
-
-
-
-
5 482 960
Loans and
advances to
credit institutions
149 602 068
-
-
4 750 000
-
154 352 068
Loans and advances
to customers
21 881 232
18 254 518
28 874 047
-
-
69 009 797
Debt securities
and other fixedincome securities
14 226 396
54 448 280
286 169 112
27 959 599
7 585 890
390 389 277
Shares and other
variable-yield
securities
-
-
-
-
13 518 477
13 518 477
191 192 656
72 702 798
315 043 159
32 709 599
Cash, balances with
central banks and post
office banks
Total
21 104 367 632 752 579
• • • • • •
Financial
a ssets
follows (in EUR):
34
Financial
Liabilities
less than
three
months
Between
three months
and one year
Between one
year and
five years
more than
five years
TOTAL
40 000 000
-
50 000 000
-
90 000 000
Amounts owed to
credit institutions
121 072 790
-
-
-
121 072 790
Amounts owed to
customers
391 617 811
6 203 964
1 000 000
-
398 821 775
3 432 008
427 030
-
764 621
4 623 659
556 122 609
6 630 994
51 000 000
764 621
614 518 224
Amounts owed to
central banks
Contingent
liabilities
Total
7.2Disclosures relating to derivative financial instruments
The following tables provide an analysis of the derivative financial assets and liabilities
of the Group into relevant maturity groupings based on the remaining periods to
Financial assets
(notional amounts)
less than
three
months
Between
three
months and
one year
Between
one year
and five
years
TOTAL
Positive
fair value
3 135 020
38 466 034
-
-
3 135 020
38 466 034
42 158
567 139
41 601 054
-
-
41 601 054
609 297
Instruments linked to
exchange rates
- forward currency contracts
- currency swap contracts
Total
• • • • • •
and liabilities are analysed as follows (in EUR):
repayment. As at December 31, 2014, over-the-counter derivative financial assets
35
Financial liabilities
(notional amounts)
less than
three
months
Between
three
months and
one year
Between
one year
and five
years
TOTAL
negative
fair value
4 458 448
40 745 013
3 323 254
-
-
7 781 702
40 745 013
160 034
467 960
45 203 461
3 323 254
-
48 526 715
627 994
exchange rates
Total
As at December 31, 2013, over-the-counter derivative financial assets and liabilities
are analysed as follows (in EUR):
Financial assets
less than
three
months
Between
three
months and
one year
Between
one year
and five
years
TOTAL
Positive
fair value
12 411 985
41 292 081
-
-
12 411 985
41 292 081
48 948
398 792
Total
53 704 066
-
-
53 704 066
447 740
Financial liabilities
less than
three
months
Between
three
months and
one year
Between
one year
and five
years
TOTAL
negative
fair value
26 667 628
62 093 221
-
-
26 667 628
62 093 221
115 507
776 741
88 760 849
-
-
88 760 849
892 248
(notional amounts)
(notional amounts)
exchange rates
Total
• • • • • •
exchange rates
36
7.3Disclosures relating to credit risk
The Group is exposed to credit risk mainly through its lending, investing and
hedging activities and in cases where the Group acts as an intermediary on behalf of
customers and issues guarantees.
The Group’s primary exposure to credit risk arises from its loans and advances and
debt securities. The credit exposure in this regard is represented by the carrying
amounts of the assets in the balance sheet.
The Group is also exposed to off-balance sheet credit risk through guarantees
issued and instruments linked to exchange, interest
and other market rates
(forward transactions, swap and option contracts). The credit exposure in respect
of instruments linked to exchange, interest and other market rates are equal to the
equivalent at risk according to the initial risk approach.
2013
gross risk exposure
Loans and advances to credit institutions
255 122 751
154 352 068
Loans and advances to customers
202 288 741
69 009 797
Debt securities and other fixed-income securities
554 936 784
390 389 277
44 239 435
13 518 477
Contingent liabilities
5 374 162
4 623 659
Instruments linked to exchange rates
2 427 992
2 849 298
1 064 389 865
634 742 576
Shares and other variable-yield securities
TOTAL
• • • • • •
2014
gross risk exposure
The credit risk exposure can be analysed as follows (in EUR):
37
Loans and advances to customers are usually secured by cash, listed investments,
third party guarantees and mortgage on real estate property.
Credit risk concentrations on total on and off-balance sheet are analysed as follows:
2014
eur
2013
eur
Corporates
313 819 612
96 832 907
Credit institutions
658 505 488
468 980 066
Individuals
66 065 667
40 456 269
Public sector
25 999 098
28 473 334
1 064 389 865
634 742 576
Total
Credit institutions, corporates, individuals and public sector are almost all from
OECD countries.
A cash management system enables the Group to achieve a daily automatic
“vostro-nostro” reconciliation of its main correspondent accounts.
The Group is able to identify possible cash flow errors, to determine adjusted
opening balances and generate an accurate liquidity gap to better channel shortterm liquidity needs.
The Asset and Liability Committee (“ALCO”) receives a daily report on the overall
liquidity situation of the Group, the upcoming liquidity risks and the cash buffer.
• • • • • •
Liquidity Risk
7.4Information on the management of other risks
38
Interest Rate Risk
The Group monitors its interest rate risk by analysing the different maturity gaps in
the balance sheet.
The Group is not exposed to interest rate risks due to the nature of its business. Less
than 10% of the assets are fixed rate denominated.
Stress tests are performed quarterly by analysing parallel curve shifts.
Exchange Rate Risk
The Group’s main exposure to foreign exchange risk (“FX”) arises from USD, CHF,
DKK, GBP, SEK, NOK and ISK.
A foreign exchange position system provides an overall view of the currency risk and
related profit or loss impact by business line, turnover and margins.
The implementation of a Value at Risk (“VaR”) model gives a view of the potential loss
of the overnight position.
Market Risk
The Group’s Market Risk is managed in both a qualitative and a quantitative manner.
The profit and loss of the Group’s investment and FX book is reported daily by the
Treasury to the ALCO members. An in-depth analysis of the Group’s investment
portfolio is performed twice a month in terms of geographic segmentation, sector
segmentation, type of products, last important news on the issuer, yield analysis,
rating agency’s views, liquidity, issuer’s healthiness, etc. The FX overnight’s risk
is computed daily through a 99% Expected Shortfall (Student Copula with Gamma
• • • • • •
report received from the Treasury department.
The ALCO members monitor and control the exchange rate risk through the daily
39
margin). These documents are sent to the ALCO. All the investment’s decisions
are subject to the ALCO approval and need to be compliant with the Investment
Guidelines as agreed by the Board of Directors.
The monitoring and control of CFD positions is operationalized, among others,
through the production of two daily reports: a CFD control report and a CFD
statement report. The details for each position, corresponding margin call, profit
and loss, computed VaR are indicated in these documents.
In case of any breach the Relationship Manager of the client and the credit department
are immediately informed. The Credit Department with the support of the Relation
Manager has to solve the breach wether by margin calling the client, either by closing
the CFD’s contract.
The Treasury of the Group can hedge the client’s CFDs either by backing the CFD on
the market with a CFD provider, either by taking positions on the underlying. In any
• • • • • •
case, the Group’s book has to be delta neutral.
40
8Inf orm at ion on th e p rof i t an d lo s s
a cc ou nt
8.1Geographical analysis income
Interest receivable and similar income, commission receivable and net profit on
financial operations mainly originate from Western Europe.
8.2Other operating income
2014
eur
2013
eur
Provisions reversed
18 833
250 381
Rental income
18 000
7 809 379
10 164 023
8 121 839
Fee re-invoicing
240 595
165 335
Gain on sale of fixed assets
710 175
49 991
Gain on deals/claims settled
1 113 362
289 157
Gain on sale of building held as fixed assets
1 083 483
-
139 718
207 441
13 488 189
16 893 523
Income on insurance activities
Other
TOTAL
Other operating income are analysed as follows:
• • • • • •
41
8.3Other operating charges
2013
eur
85 556
139 195
Administrative fees reinvoiced
266 640
664 268
Restructuring costs
250 000
800 000
10 138 463
8 302 952
62 500
62 500
1 089 770
-
478 234
63 129
12 371 163
10 032 044
Impairment of loans to customers
Expenses on insurance activities
AGDL provision
VAT expenses
Other
TOTAL
• • • • • •
2014
eur
Other operating charges are analysed as follows:
42
8.4Net value adjustments in respect of loans and advances and
provision for contingent liabilities and for commitments
This heading is analysed as follows:
2014
eur
2013
eur
-
(116 742)
387 085
(398 785)
(43 613)
550 317
(158 983)
-
-
-
(55 313)
274 592
Specific value adjustments on loans and advances to credit institutions
Additions
Reversals
Specific value adjustments on loans to customers
Additions
Reversals
Loan to customers fully impaired
Reversal of value adjustment on loan to customers fully impaired
Reversals
total
As at December 31, 2014, the lump sum provision amounts to EUR 2 491 893 (2013:
EUR 2 491 893).
8.5Tax information
The Parent company is liable to taxes on income and net assets in line with the
Luxembourg legislation.
• • • • • •
Additions
Lump sum provision
43
9Ot h er inf orm ation
9.1Information relating to number of personnel employed and
management
The average number of persons employed during the financial year was as follows:
2014
2013
8
5
Employees
76
67
total
84
72
Management
9.2Administrative, managerial and supervisory bodies
Remuneration paid to the various bodies of the Group during the financial year was
Supervisory body
total
2013
EUR
1 421 586
854 294
248 750
257 539
1 670 336
1 111 833
• • • • • •
Management
2014
EUR
as follows:
44
There are no loans and advances granted to members of the Management and the
Board of Directors as at December 31, 2014 (2013: EUR 0).
As at December 31, 2014, no guarantee has been issued in favour of member of the
Management and the Board of Directors.
It was decided at the Annual General Meeting held on April 22, 2014 that four Board
members received emoluments in respect of their duties for a total gross amount of
EUR 211 250 related to the fiscal year ended December 31, 2014 (2013: EUR 195 000).
9.3Fees billed by PricewaterhouseCoopers, Société coopérative,
Luxembourg and other member firms
Fees billed (excluding VAT) to the Group by PricewaterhouseCoopers, Société
cooperative, Luxembourg and other member firms of the PricewaterhouseCoopers
2013
eur
377 770
348 460
-
3 418
All other Fees
256 671
41 820
total
634 441
393 698
Audit Fees
Tax Fees
Such fees are presented under other administrative expenses in the consolidated
profit and loss account.
Other fees are mainly related to due diligence work performed on acquisitions.
• • • • • •
2014
eur
network during the year are as follows:
45
9.4Subsequent event
Kaupthing Life & Pension S.A. has entered into an agreement with another
Luxembourg Life insurance company to transfer the current insurance business
(policies and staff) to it . Such transfer will only occur with the approval of the relevant
• • • • • •
regulators. If approved the transfer is expected to take place in 2015.
46
BANQUE HAVILLAND S.A.
35a, avenue J.F. Kennedy
T.V.A. LU23366742
•
L-1855 Luxembourg
•
t. +352 463 131
•
f. +352 463 132
•
R.C.S. Luxembourg B 147029
BANQUE HAVILLAND S.A. (UK branch)
5 Savile Row • London • W1S 3PB • United Kingdom
Registration N° BR014651 • V.A.T. N° GB167 1621 10
•
t. +44 20 7087 7999
•
f. +44 20 7087 7995
•
Company
BANQUE HAVILLAND (Monaco) S.A.M.
Société Anonyme Monégasque au capital de 20.000.000 euros
Le Monte Carlo Palace 3-7, Boulevard des Moulins
R.C.I. 08s04856 • T.V.A. FR 00 00008050 6
•
•
MC-98000 Monaco
•
t. +377 999 995 00
•
f. +377 999 995 01
f. +423 239 33 00
•
Handelsregister
Austrasse 61 • LI - 9490 Vaduz • Liechtenstein
Nr. FL-1.542.492-8 • MWST. Nr. 53652
•
t. +423 239 33 33
•
Supervised by the Financial Conduct Authority and Prudential Regulation Authority in UK and regulated by the Commission de Surveillance du Secteur Financier in Luxembourg
Unit 1 Western New Providence • Mt. Pleasant Village, Western Road • P.O. Box AP-59241
t. +242 702 2900 • f. +242 362 6186 • Company Registration N° 39 268
w. banquehavilland.com
•
Nassau
•
Bahamas
• • • • • •
Banque Havilland (Bahamas) ltd.
123_1 47

2014 - Banque Havilland

Transcription

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