Annual report - Hong Kong Monetary Authority
Transcription
Annual report - Hong Kong Monetary Authority
142nd Annual report 2014 “What sets BSI apart are the origins which shape our approach to private banking. To our clients we offer all the certainties derived from over 140 years of Swiss private banking experience, together with the characteristics born of our Latin roots: the passion and that human touch we bring to each professional relationship. Together these characteristics ensure the flexibility and responsiveness critical to serving clients in a changing world. BSI is excited about the future and committed to creating an even more dynamic and innovative international Bank to meet the evolving needs of our clients wherever they are in the world.” Stefano Coduri Group CEO BSI – Contents Contents Annual report as submitted to the Ordinary General Shareholders’ Meeting of 21 April 2015 Highlights 2014 5 Foreword 7 Corporate governance Human resources 10 BSI and Corporate Responsibility 19 Our identity 27 Management report 2014 31 Group financial statements Consolidated balance sheet as of 31 December 2014 Consolidated profit and loss statement 2014 Consolidated cash flow statement 2014 Notes to the 2014 Group financial statements Report of the statutory auditor on the consolidated financial statements 37 BSI Ltd. financial statements Parent Bank balance sheet as of 31 December 2014 Parent Bank profit and loss statement 2014 Notes to the 2014 Parent Bank financial statements Report of the statutory auditor on the financial statements 77 Glossary of selected terms and abbreviations 88 Contacts 91 18 This is a translation into English of the Annual Report issued in the Italian language and is intended solely for the convenience of English-speaking readers. This report includes information specifically required by Swiss law. In the event of contradictions or inconsistencies between the Italian and the English version of the Annual Report, the Italian version shall prevail. 3 BSI – Highlights 2014 Highlights 2014 BSI Group 2014 2013 CHF 1’000 CHF 1’000 Profit and loss statement Net operating result 871’435 863’070 Operating expenses -698’657 -666’510 Gross profit 172’778 196’560 -42’310 -796’301 -193’615 -144’658 Depreciation of fixed assets Value adjustments, provisions, and losses Extraordinary income / expenses Taxes Net result for the year 78’574 39’755 -13’180 -17’311 2’247 -721’955 23’995’419 24’871’343 1’672’978 1’720’895 CHF million CHF million 92’330 89’376 Balance sheet Total assets Shareholders’ equity, including net result for the year Client assets Total Headcount (in FTEs) Total Unit Unit 1’928 1’989 1’280 1’335 648 654 of which: in Switzerland abroad Capital ratios (Basel III) % % Total Capital Ratio 17.08 18.17 CET1 Ratio 16.29 17.35 BSI Ltd. 2014 2013 CHF 1’000 CHF 1’000 Profit and loss statement Net operating result 692’069 625’883 Operating expenses -520’502 -471’703 Gross profit 171’567 154’180 Net result for the year -21’068 -737’121 20’226’108 19’102’055 1’493’495 1’538’163 Balance sheet Total assets Shareholders’ equity after appropriation of net result for the year 5 “For us, the commitment to art represents an opportunity to share a passion with our clients and with the communities we work in.” Stefano Coduri Group CEO BSI and Art Since its establishment in 1873, BSI has been at the forefront in promoting and popularising moments of great interest in the field of art, a theme to which the supplements to this Annual Report are dedicated. A commitment that comes from the belief that the value of any asset, not just financial or real estate, is a valuable treasure to the communities in which the Bank conducts its business. Among the numerous artistic activities promoted by the Bank in 2014 is “Allegro Giusto”, an exhibition of BSI Art Collection works at Villa Maraini, prestigious seat of the Istituto Svizzero di Roma. “Allegro Giusto” is an expression, on one hand, of the art collector’s spirit that distinguishes BSI and on the other, of the willingness to cooperate by creating cultural synergies with important cultural institutions, such as the Istituto Svizzero di Roma. BSI Art Collection The contemporary art collection of the Bank, the BSI Art Collection, was founded in 2000 with the aim to connect the financial institution to the universe of art. It takes shape over the years through a substantial series of acquisitions designed to locate some of the most influential post-war art personalities, such as Daniel Buren, John Chamberlain, Tony Cragg, Mario Merz and Giulio Paolini. These artists of recognised international importance form the starting core at the origin of the growth of a collection that develops between different generations and nationalities, drawing a time line that from the avant-gardes that matured in the mid-1960s reaches our present day. The expansion of the collection over the years is meant chiefly to decorate the branch offices of BSI around the world. Painting, sculpture, graphics, photography, video and site-specific projects, such as Palazzo BSI in Lugano, give life to a mixture of expressive languages, respecting the coherence with the project’s source. However, the collection also includes works that are severed from a precise target, by virtue of size or specific techniques that require more attention from the conservative and expository point of view. The commitment aimed at fostering creative avant-garde expressions of very young artists, still in the process of rising to fame, merges with the desire to reinterpret the personality of previous generations. In line with this goal, the works of the BSI Art Collection often are lent out to temporary exhibitions at cultural institutions of recognised importance. Palazzo BSI, Lugano © Claudio Bader © Peggy Guggenheim Collection, Venice Palazzo Venier dei Leoni, Venice, view from the Grand Canal BSI institutional collaborations The commitment that BSI has been carrying on for years in the art world today represents a vital element for the Bank and a unique opportunity to share this passion with our clients and with the communities in which the Bank operates. The support to primary cultural institutions like the Peggy Guggenheim Collection in Venice and the Istituto Svizzero di Roma, of which BSI is a partner and encourages the development of its artistic projects internationally, is in keeping with this philosophy. Peggy Guggenheim Collection, Venice Since 2001, BSI, as Institutional Patron of the Peggy Guggenheim Collection in Venice, has the opportunity to actively participate in the contemporary dialogue between business and culture and support the growth of the museum and its schedule of events. One of the exhibition halls reserved to temporary art displays is dedicated to BSI. The Peggy Guggenheim Collection is a museum of modern art. It was found in the 20 th century in Venice by the Swiss-born American Heiress, Peggy Guggenheim (1898-1979). Palazzo Venier dei Leoni, an unfinished 18th century building on the Grand Canal, bought by the collector in 1949 and her home for over thirty years, houses masterpieces of Cubist art, crossing over to Futurism, Metaphysical Painting, European Abstraction, Surrealism and American Abstract Expressionism. The exhibition has come to include the most important European and American avant-garde artworks of the 20 th century. The collection, the result of the advice of friends, artists and art critics such as Marcel Duchamp, Herbert Read, Nellie van Doesburg and Howard Putzel, is one of the most important worldwide. The museum hosts temporary exhibitions every year and displays 26 paintings of the Gianni Mattioli Collection on permanent display, including some masterpieces of Italian Futurism. In the Garden of Sculptures Patsy R. and Raymond D. Nasher, as in the other outdoor spaces of the museum and on the terrace overlooking the Grand Canal, the works from the Peggy Guggenheim Collection and the Solomon R. Guggenheim Foundation mix with works on permanent display of the Nasher Sculpture Centre in Dallas and other foundations or galleries, further enriching the exhibition. Since October 2012, the collection also hosts eighty Italian, European and American artworks from after World War II, a legacy of American collector Hannelore B. Schulhof and her husband Rudolph B. Schulhof. The Peggy Guggenheim Collection, property of the Solomon R. Guggenheim Foundation, is part of the international circuit of Guggenheim museums (New York, Venice, Bilbao and soon to open in Abu Dhabi) and uniquely combines an internationally acclaimed, permanent collection and a rich programme of exhibitions and activities. Villa Maraini, Istituto Svizzero di Roma, Rome © Agostino Osio Istituto Svizzero di Roma, Rome-Milan The Istituto Svizzero di Roma (ISR), of which BSI has been a partner since 2005, is a foundation created by the Swiss Confederation in 1947 with the mission of promoting scientific and artistic exchanges between Switzerland and Italy. The head office in Villa Maraini in Rome was donated by the Countess native of Lugano, Carolina Maraini-Sommaruga with the express mandate that the villa was “to be perpetually at the service of culture, in a sign of cooperation between Italy and Switzerland”. Since its foundation, the Institute has been attracting scholars and artists in Switzerland and has been the focal point of Swiss artistic and scientific activities in Italy. With its two offices in Rome and Milan, the Institute is the main cultural centre of Switzerland in Italy and favours dialogue and exchange with cultural actors present on the territory thanks to a varied participation that attracts an evergrowing and qualified audience. Its distinctive feature is the coexistence among people from different academic and artistic disciplines. A cultural outpost in the heart of the Mediterranean, today it embarks on a path to adapt its activities to contemporary reality, institutionally as much as from a historical and social point of view. Facing the challenges of the present and the transformation produced by the crisis, the Institute experiments with artistic and research formats that aspire to become repeatable models, new practices and cultural and institutional rules. The fruitful intersections that the Institute has built with the Swiss system of artistic institutions, universities, schools of specialization, self-managed youth spaces, artists and researchers, allow it to cross-over and become a landmark for Italian cultural production and, at the same time, to promote the productions of young artists and researchers, as well as the most interesting models of cultural organisation in Switzerland throughout Italy. Villa Maraini The impressive Villa Maraini was designed by Swiss architect from Ticino Otto Maraini (1863-1944), brother of Emilio Maraini (1853-1916), an industrialist from Lugano known for having introduced with extraordinary success in Italy the production of sugar made from beets. The Villa, donated in 1946 by the widow of Maraini, Carolina Maraini Sommaruga (1869-1959), to the Swiss Confederation, is situated on an artificial hill and is surmounted by the Belvedere Tower, which offers a 360° view on Rome and its surroundings. The construction harks back to the tradition of Roman villas. The decoration of the building consists of originals and copies of Antique sculptures, as well as fragments of sculptures and other excavation findings. Villa Maraini, Istituto Svizzero di Roma, Rome © Agostino Osio BSI – Foreword Foreword 2014 was surely a challenging and eventful year for the BSI Group. We kept our attention to client needs unchanged and we still focussed on improving our performance. From a macroeconomic perspective, in 2014 the United States declared the end of the economic and financial crisis announcing a return to normal monetary policy conditions and an imminent rise in interest rates, the first since 2006. At the same time, Europe adopted a strong monetary stimulus policy to speed up economic recovery and fight the risk of deflation. Last year was marked by the drop in oil prices and strong appreciation of the dollar as a direct result of the different monetary policies adopted by the United States and the other world’s economic powers, especially those in the Eurozone. In this global scenario, the Swiss economy confirmed its solidity, even in a decidedly difficult context, with a moderately strong growth in 2014 with positive influence primarily of foreign trade, which gave income growth its highest boost since 2008. The Swiss financial sector remained under strong external pressure centred mainly on tax matters and the introduction of new domestic and international regulations. In early 2015, Switzerland reached an agreement with Italy about the Voluntary Disclosure in which Switzerland is not to be treated as part of the Italian fiscal black-list. In the above-mentioned macroeconomic scenario, between 2014 and the start of 2015, BSI lived through two really important events. First, the agreement signed by the Generali Group and BTG Pactual, an important international banking group based in Brazil, for the sale of the Bank. This is very positive and puts an end to a period of shareholder structure uncertainty that had lasted for over two years. During this period, our business kept on growing thanks to loyal clients and staff. Once finalised, the share transfer will enable us to continue growing and further strengthen our brand globally, supported by a strategic, long-standing, dedicated shareholder like BTG Pactual. Over the past 16 years, BSI has become one of the main players in the international wealth management sector thanks to the support and the investments made by the Generali Group, to which we are grateful. The Bank’s intense activity linked to taking part in the U.S. Tax Program (Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks) also continued in 2014. This led to us being, on 30 March 2015, the first category-2 bank to reach a Non-Prosecution Agreement with the U.S. Department of Justice. On reaching this NPA, BSI settled its pending matters with the DOJ as far as Private Banking cross-border activities carried out in the past with U.S. clients are concerned, and paid USD 211 million. That payment was recognised in 2014 and does not affect BSI solidity. In 2014, the BSI Group’s Total Capital Ratio was 17.1%. This agreement with U.S. authorities facilitates the completion of BSI acquisition by BTG Pactual SA, still awaiting the approval of some relevant authorities. In 2014, we also worked hard to transform BSI and launched a two-year operational excellence programme to streamline and refocus on the business with the aim of increasing productivity and remaining competitive in the long term. That programme is already producing tangible results, even though the positive impact will be fully effective as of 2016. Amongst other things, implementing this programme has involved both a review of the markets and segments the Bank operates in and introduction of measures to reduce operational and staff costs. On the latter front, in particular, there has been a reduction in staff that, though painful, was necessary after a number of other measures had been implemented. In agreement with the Staff Committee and social partners, the Bank has implemented a Social Plan envisaging socially responsible and financially sustainable measures to prevent social dumping and protect the staff affected by these measures. The plan has been considered acceptable by all internal and external counterparties involved in its implementation. Despite this extremely complex scenario, our attention for client needs remained unchanged. As at 31 December 2014, we recorded a 3.3% increase in Assets under Management, which exceeded CHF 92 billion compared to CHF 89.4 billion at the end of 2013, especially thanks to the good performance of Assets under Management. Despite a still difficult general context with a continuing low interest rate level, operational performance has improved, confirming BSI’s solidity and the effectiveness of the Bank’s strategic choices. Excluding legal and audit costs connected to the Bank taking part in the U.S. Tax Program, adjusted gross profit improved considerably, reaching CHF 208.9 million, with a 6.3% increase year-on-year. Net profit was affected by the payment related to the Non-Prosecution Agreement and reached CHF 2.2 million, but without compromising the Bank’s solidity. From a strategic point of view, in 2014 BSI continued to get stronger on traditional markets where it further consolidated its historical position, achieving significant results mainly in Italy and Switzerland, on high-growth markets in Latin America, Central-Eastern Europe and the Middle East. 7 BSI – Foreword 2014 was still a challenging year but full of extremely important, satisfactory events in terms of the results achieved. All this enables us to look to future challenges positively, with the aim of carrying on supporting our clients at such a delicate time and further fostering the business, including expanding the range of products and services offered. 2015 will see the change in shareholding thanks to which BSI will be the reference point of the BTG Pactual Group in international asset management for private clients maintaining its brand, synonymous with quality and tradition. Even under a new shareholder, extreme focus on clients, based on a needs-centric service model, something that has always characterised BSI, will be our Bank’s distinctive mark. An element that will enable us to be competitive in the future, too. We would like to seize this opportunity to thank our clients for the trust they put in our Bank, year after year, and our staff for the commitment, professionalism and dedication they show each day to ensure our clients’ and our Bank’s success. Alfredo Gysi Chairman of the Board of Directors 8 Stefano Coduri Group Chief Executive Officer BSI – Foreword 9 BSI – Corporate governance Corporate governance In line with FINMA Circular 2008/24 “Supervision and internal control in the banking sector”, the corporate governance principles of BSI Ltd. are described in the Articles of Association of 19 April 2012 as well as the General Management Regulations of 1 January 2012. Ordinary General Meeting The duties and responsibilities of the Ordinary General Meeting, which is held within four months of the end of the financial year, include the approval and amendment of the Articles of Association; the appointment of members of the Board of Directors and the external auditor; the approval of the annual report, and the Group and BSI Ltd. financial statements including resolutions regarding the appropriation of profit, the discharge of the Board members and other decisions attributed to it by national law (art. 6 and 9 of the Articles of Association). The Ordinary General Meeting, for which minutes are taken, is generally chaired by the Chairman of the Board of Directors or by the Vice-Chairman (art. 7 of the Articles of Association). The share capital of BSI is equal to CHF 1.84 billion and is divided into 18.4 million registered shares (nominal value of CHF 100). The capital is fully paid up and is held by a sole shareholder: Participatie Maatschappij Graafschap Holland N. V. of Diemen, which is in turn wholly owned directly and indirectly by Assicurazioni Generali SpA of Trieste. The employees of BSI Ltd. do not hold any of the Bank’s share capital. Board of Directors and the Board committees The duties, responsibilities, composition and function of the Board of Directors and its committees are regulated by federal law, and in particular by FINMA circular 2008/24 “Supervision and internal control in the banking sector”, and are defined in the Articles of Association (art. 10-14) and in the General Management Regulations of the Bank (art. 1-10). The Board of Directors is responsible for the ultimate supervision, monitoring and control of the Bank’s management in accordance with the Swiss Federal Law on Banks and Savings Banks, as well as the applicable articles of the Swiss Code of Obligations. Thus, the Board of Directors is responsible for instituting, regulating, maintaining, supervising and checking on a regular basis that there is a suitable internal control system for BSI Ltd. and the Group. 10 At least one-third of the Board of Directors must comprise members who satisfy the requirements for independence stipulated in the FINMA provisions. The Board is formed every year at the meeting following the Ordinary General Meeting. The members are elected for a period of three years and may be re-elected. Their term of office expires on the day of the third Ordinary General Meeting following their appointment. The Board of Directors makes the appointments required in the Articles of Association. In particular, it appoints the Chairman and Vice-Chairman. It has the authority to appoint up to two Vice-Chairmen. The Board of Directors also appoints a secretary, who may also not be a member of the Board. The composition of the Board of Directors, which in 2014 consisted of eight members until 18 April 2014 (when R. Respini’s term ended), and then of seven, meets the independence requirements set out in FINMA Circular 2008/24. Meetings of the Board of Directors are called by the Chairman or, if he is unavailable, by the Vice-Chairman. The Board must meet at least four times each year. For decisions to be valid, a majority of the Board members, including the Chairman or the Vice-Chairman, must be present. The Board of Director’s decisions are made based on an absolute majority among members present. In the case of a tied vote, the Chairman or the Vice-Chairman has the casting vote. The Board of Directors may also make decisions by correspondence. The General Management Regulations provide for a decision-making procedure for extremely urgent cases: the Chairman, or if he is not available, the Vice-Chairman, with at least two other members of the Board, may make urgent decisions by unanimity under certain conditions. Minutes of decisions made under this procedure must be written down at the latest during the following meeting of the Board of Directors, with an indication of the members who took the decision. The Chairman or, if he is not available, the Vice-Chairman convenes the Board of Directors at least ten days before the meeting date with a communication indicating the agenda. The Chairman or, if he is not available, the Vice-Chairman chairs the meeting, to which members of the Group Executive Board may also be invited. Any member of the Board of Directors, the Group Executive Board, the Group CEO or, in his absence, the Deputy Group CEO may convene meetings of the Board, indicating their reasons. BSI – Corporate governance The Board of Directors must, as a committee, satisfy the requirements necessary to execute its tasks in terms of professional competences, experience and availability. For this purpose, the Board of Directors evaluates and documents in writing the achievement of objectives and its working methodology. This self-evaluation was done, as in the previous year, with the support of an external consultant. The tasks and main powers of the Board of Directors include issuing and modifying the necessary regulations and general directives for organising, managing and supervising the activities of BSI Ltd. and the Group, as well as setting the competencies for the Bank’s governing bodies, if these tasks have not been delegated to the Group Executive Board. Furthermore, the Board of Directors decides the medium-term plan for the Bank’s corporate policy, management principles and global risk control as well as approving its risk management policy. It also approves the structure of the general organisational chart and designates the persons authorised to represent the Bank. The Board of Directors prepares the annual report, the annual accounts and the Group accounts, which are presented to the Ordinary General Shareholders’ Meeting for approval, together with a proposal for the appropriation of profit. As part of its monitoring and control duties, the Board of Directors, with the support of the Audit & Risk Committee, examines the reports of the External Auditor and Internal Audit, the quarterly Global Risk Report, the trend in large exposures, the financial result, the trend in client assets under management, the Bank’s liquidity and the shareholders’ equity at Bank and Group level. Finally, the Board of Directors appoints the Chief Audit Executive, who is responsible for internal auditing at Group level. The Appointments & Remuneration Committee, appointed by the Board of Directors, comprises at least two members. It is responsible for approving the principles governing employees’ fixed and variable remuneration, and the global plan for promotions and development. In particular, this Committee sets salaries for the members of the Board of Directors. It also approves the employment contracts and sets the remuneration of the Group Executive Board and the Chief Audit Executive. The duties and responsibilities of the Committee are defined in specific regulations. The Board of Directors appoints an Audit & Risk Committee, comprising at least three members. They supervise and assess the integrity of the annual financial statements, compliance with legal requirements and regulations, the effectiveness of the internal and external audits, and the adequacy and effectiveness of the control system of BSI Ltd. and the Group. The duties and responsibilities of the Audit & Risk Committee are defined in specific regulations. The Committee meets at least four times each year. Together with the Group Executive Board, Internal Audit and the External Auditor, the Audit & Risk Committee examines the annual financial statements. The responsibility for the tasks assigned to the Committee remains with the Board of Directors. 11 BSI – Corporate governance As at 1 January 2015, the composition of the Board of Directors was as follows: Board of Directors Alfredo Gysi Mandate expires Audit & Risk Committee Chairman1 2017 Carsten Schildknecht Vice-Chairman1 2016 Eugenio Brianti Vice-Chairman1 2016 Member Luigi Butti Member1 2016 Vice-Chairman Fabio Corsico Member1 2016 Pierre Genecand Member1 2015 Nicola Mordasini Member1 2017 1 Appointments & Remuneration Committee Vice-Chairman Chairman Chairman Independent member in accordance with FINMA Circular 2008/24. Alfredo Gysi has been Chariman of the Board of Directors of BSI Ltd. since 1 January 2012; he was born in Sorengo (Switzerland) on 3 October 1948 and studied in Italy and Switzerland. After earning an undergraduate degree, he went on to obtain a doctorate in mathematics from Milan’s Università Statale in 1973. From 1994 to 2011 he was Chief Executive Officer of BSI Ltd. He is Chairman of the Board of Directors of B-Source SA Lugano, and, since March 2011, he has been a member of the Bank Council of the Swiss National Bank (SNB), holding the chair of its Risk Committee. He is Chairman of the Foundation Board for the faculties of Università della Svizzera Italiana in Lugano, a member of the Board of Directors of that university, and a member of the Foundation Board of the Swiss Institute in Rome. An art and music lover, he sits on the Consulting Committee of Venice’s Peggy Guggenheim Collection as well as the Board of the Foundation “Milano per la Scala”. Carsten Schildknecht was born in Karlsruhe (Germany) on 23 February 1968. After graduating in Mechanical Engineering and Business Administration, he obtained his PhD from Darmstadt Technical University in Germany. In April 2013, he became Generali’s Group COO, taking on the following responsibilities: IT Infrastructure & Systems, Operations & Business Services, Procurement, Premises & Facilities Management, Operational Excellence Program & Cost Management, and Operational Governance & Control. Before joining Generali, he spent twelve years at Deutsche Bank, including eight as Global COO of the Private Wealth Management unit. In this capacity, he managed the integration and turnaround of Sal. Oppenheim, the private bank Deutsche Bank acquired in 2009. He served as Chairman of Sal. Oppenheim’s Supervisory Board and member of Deutsche Bank’s supervisory boards in Switzerland, Luxembourg and Austria. He joined Deutsche Bank in 2000 after working for seven years at McKinsey & Company, where he focused on the Automotive & Assembly, Innovation & Technology Management, and Operations Effectiveness practices. 12 Eugenio Brianti was born in Trieste (Italy) on 4 June 1953 and is a Swiss citizen. After finishing high school in Lugano, he studied at the University of Parma, where he received a doctorate in economics and business in 1979. He worked briefly at UBS before starting at BSI in 1980. Over the years he has held various positions, including the coordination of the development and control office for the Swiss branches. In 1989, he became manager of the St. Moritz branch, and a year later he was appointed manager of the Chiasso branch. In 2003, he took on the position of head of Private Banking for Ticino and Graubünden. In 2005, he was appointed Executive Vice President, and in 2008 Senior Executive Vice President. He is a member of the Board of Directors of BSI since 1 January 2011 and he was appointed Vice Chairman of the Board on 1 July 2013. Until the end of June 2013, he sat on the Board of FINMA, the Swiss Financial Market Supervisory Authority. He is Chairman of the Board of Directors of Funicolare Lugano-ParadisoMonte San Salvatore SA, Vice Chairman of the Board of Directors of Autolinee Regionali Luganesi, and sits on the Board of Lugano-based Finnat Gestioni SA and Turinbased Banca Patrimoni Sella & C. SpA. Luigi Butti was born in Vacallo (Switzerland) on 25 November 1940. After graduating from the Business College of Maria-Hilf (canton of Schwyz), he honed his professional skills at various credit institutions and brokers, such as Credit Suisse in Zurich, Rued, Blass & Cie in Zurich, and Hirsch & Co. in New York. He began his career at BSI Ltd. in 1969 as a relationship manager, and then took over responsibility for the financial division and private clients department. In 1990, he was appointed Senior Executive Vice-President, and in 1998 he became Deputy CEO of BSI Ltd., a position he held until 2004, when he became a member of the Board of Directors of BSI Ltd. He is also a member of the Cardiocentro Ticino Foundation, Lugano, and since 2011 he has been Chairman of the San Salvatore Foundation, Lugano. BSI – Corporate governance Fabio Corsico was born in Turin (Italy) on 20 October 1973. He holds a Classical High School Diploma (grade: 46/60) and a degree in Political Science (grade: 110/110). In 1997, he served at Italy’s Defence Ministry in the Office of the Diplomatic Advisor to Minister Beniamino Andreatta, preparing international dossiers and working at the Military Centre for Strategic Studies. From 1998 to 2001, he worked at Olivetti/Mannesmann, first in Ivrea and then in Rome. More specifically, at Infostrada, one of the group’s companies, he served in the Communications and Human Resources departments before becoming Head of Public Affairs. In the same period, he represented the Company in Assinform (Italy’s association of information technology companies) and AIP (the Italian association for industrial policies). In 2001, he went to Italy’s Finance Ministry as the Chief of Technical Staff under Minister Giulio Tremonti. Meanwhile, he sat on the Committee for the introduction of the Euro. In 2003, he joined Enel as Head of Institutional Affairs as well as relations with the Local Community and Confindustria (the Italian industrial employers’ association). Since February 2005, he has been serving as Head of External Relations, Institutional Affairs and Development of the Caltagirone Group. He sits on the Board of Cementir Holding, Grandi Stazioni, “Il Gazzettino”, BSI Ltd., and Terna. Starting from 2009, he has been Credit Suisse AG’s Senior Advisor for Italy. In addition, since 2008 he has been a Director of Fondazione CRT (where he previously chaired the Appointments Committee and now the Investments Committee) as well as Vice Chairman of Fondazione Sviluppo e Crescita. He was a member of the Board of Avio (2009-2010), Biverbanca and Consum.it (2008-2012), Alleanza Assicurazioni (2009-2011), Alleanza Toro Assicurazioni (2011-2013), Cueim CRT (2010-2013), as well as Chairman of Orione Investimenti (2010-2012) and a Director of Turin’s Teatro Regio (2010-2013). He served also on the Board of Energia (20122014) and Perseo (2013-2014). He was among the founding members of Aspen Junior Fellows as well as the Consiglio per le Relazioni Italia Stati Uniti Juniores (Italy-United States Relations Junior Committee), and sat on the Board of the “Zero” and “Formiche” magazines. Currently, he is the Managing Director of the Centre for American Studies and Fondazione Rosselli. assists small- and medium-sized businesses in managing their employees’ pension funds. Until 2003, he was Vice Chairman of the Swiss Insurance Brokers Association (SIBA). From 2003 to 2011, he sat on the Board of HSBC Private Bank Suisse and HSBC Guyerzeller Bank. From 2014, he has been the director of the Gstaad Palace hotel in Gstaad, Switzerland. Nicola Mordasini was born in Bellinzona (Switzerland) on 7 July 1950. After graduating from the University of Geneva with a degree in economics, he started his professional career in 1974 at Banca del Gottardo. He held numerous positions in various sectors of this bank. In October 1991, he was appointed Senior Executive Vice President with responsibility for the activities of Private & Commercial Banking. In 1998, he took on the position of Vice-Chairman of the Executive Board, again with responsibilities related to clients and affiliates. He held this position until the beginning of 2008, when he was appointed to the Board of Directors of BSI Ltd. He is a member and, since 2012, the Chairman of the Audit & Risk Committee. Lastly, he has held and still holds various mandates with boards of companies and foundations. Pierre E. Genecand was born in Geneva (Switzerland) on 26 March 1950. He has many years of experience in the international banking and insurance sector, particularly in portfolio management for life insurance and pension funds. He spent most of its career at Gesrep SA, a Geneva-based manager of insurance portfolios for private and institutional clients. He took the company’s reins in 1982 and chaired its Board of Directors from 1992 to 2005. Among his other roles, he was Chairman of Patrimonia Foundation, which 13 BSI – Corporate governance Group Executive Board The Group Executive Board (hereinafter: GEB) is responsible for the operational management of the Bank. Its members are appointed by the Board of Directors. It manages the Bank, in particular, by carrying out the following tasks. It decides the short- and medium-term objectives within the general framework set by the Board of Directors, takes all measures needed to achieve these objectives, presents proposals in support of decisions taken by the Board of Directors, and proposes to the Board of Directors the general policies and strategies of the Bank. In carrying out its functions, the GEB represents the Bank, drafts the medium-term plan and the annual budget (both of which are submitted to the Board of Directors for approval), implements the risk management policy, monitors trends and prepares the quarterly report on liquidity and shareholders’ equity, appoints Assistant Vice Presidents and Assistant Treasurers, signs agreements with professional associations, establishes the human resources policy, and issues provisions required for the execution of the General Management Regulations. The GEB is required to keep the Board of Directors informed of business trends and the Bank’s situation by presenting to the Board and commenting upon respective reports and documents. The GEB acts as a collective body in carrying out its functions. Its tasks, responsibilities and reporting duties are defined in the General Management Regulations (art. 11-16). The GEB is supported in its activities by several permanent committees with decision-making powers: the Financial Risk & Capital Allocation Committee, the Operational Risk & Compliance Committee, the Operational Efficiency Committee, the Business Policy & Development Committee, the Credit Committee and the Counterparty & Broker Committee. Lastly, the GEB proposes the composition of the Group Advisory Board, which is approved by the Board of Directors. The Group Advisory Board is a committee with advisory powers chiefly in relation to strategic issues surrounding business development at BSI Ltd. and the Group. 14 As at 1 January 2015, the composition of the Group Executive Board was as follows: Stefano Coduri, Group CEO Rajiv Pradhan, Deputy Group CEO, Corporate Services Nicola Battalora, Senior Executive Vice President, Group Investments Solutions & Capital Markets Hanspeter Brunner, Senior Executive Vice President, BSI Asia Gérald Robert, Senior Executive Vice President, BSI Latin America, Middle East & Eastern Mediterranean Renato Santi, Senior Executive Vice President, BSI Switzerland Compensation 2014 (CHF gross amounts) of the members of the Group Executive Board 2014 CHF Annual base salary 3’643’000 Short term incentive (including deferred payments) 3’541’800 Others (allocation 2014, deferred payments) Total 515’374 7’700’174 The disclosed amounts refer to six members of the Group Executive Board (GEB). All the amounts but the ones related to “Others” do not include the employer contributions to social securities as well as all other additional insurances and unemployment. The accrued “Others” amounts are deferred and paid by installments according to the rules of the plans. With respect to previous year there is one member of the GEB less, who retired as from April 2014 and who has not been replaced. The pension scheme changes from a defined benefit to a defined contribution plan as of 1 January 2015. This change is applied to all employees in Switzerland (hence including the five GEB members with a Swiss contract) with a significant impact on cost reduction. BSI – Corporate governance Stefano Coduri, born in Mendrisio (Switzerland) on 25 May 1964, has been CEO of BSI since 1 January 2012. After obtaining a degree in Finance and accounting from the University of St. Gallen, he joined BSI in 1989 and has spent his entire career at the Bank. He was appointed to the Executive Board in 2004. He successfully led the most important projects involving the Bank in recent years, including the integration of Banca Unione di Credito (BUC), acquired in 2006, and Banca del Gottardo, acquired in 2007, and the implementation of a new IT platform for the entire BSI Group. Before taking over his present position, Stefano Coduri was Head of Banking Platform (group operations), a position that enabled him to acquire a wealth of experience in various segments of the Bank, including Private Banking, Product Management and Organisation. Nicola Battalora, born in Lugano (Switzerland) on 10 January 1962, has been CEO of BSI Group Investments Solutions & Capital Markets since January 2014. After graduating in Business Administration from the University of St. Gallen, he started his career in 1987 as Assistant to the General Manager of the Ticino Tourism Office. Nicola Battalora joined the BSI Group in 1989, working in the Offshore Banking Operations unit at the headquarters in Lugano as well as the Control of Overseas Subsidiaries unit, where he served until 1992. Then, he took on various roles at the offices in Guernsey, London (obtaining the Securities & Financial Derivatives Representative Certification), and Nassau, where he was Senior Vice President for several years. This way, he acquired an extensive experience in the international banking industry. Before taking over his present position, from 2005 to 2010 Nicola Battalora filled the role of Managing Director of BSI Bank Ltd. Singapore; since 2010 he is CEO of BSI Luxembourg and, at the same time, from July 2012 to January 2014, CEO of BSI Europe. Hanspeter Brunner, born in Steckborn (Switzerland) on 12 April 1952, has been CEO of BSI Asia since 2010, overseeing Singapore operations and heading up the strategic development of BSI in the Asian markets. He has thirty years’ experience and an in-depth knowledge of the private banking sector. Hanspeter Brunner worked directly in the Asian markets for over 25 years, first with Credit Suisse and then with RBS Coutts, holding positions such as CEO of RBS Coutts International and Executive Chairman of RBS Coutts Asia. He thus acquired a deep knowledge and understanding of the Asian private banking landscape. During his career, he was awarded several titles, including “Outstanding Private Banker Asia Pacific” in 2008 by Private Banker International and “Asian Private Banker of the Year 2010” by the Asian Private Banker publication in 2011. A Swiss citizen, Hanspeter Brunner became a Singapore Permanent Resident in 2007 and held numerous extra-professional positions such as a Board member of the Association of Foreign Banks in Switzerland, Council member of the British-Swiss Chamber of Commerce in Switzerland and President of the Swiss Business Council in Hong Kong. Rajiv Pradhan, born in New Delhi (India) on 11 June 1955, has been Head of BSI Corporate Services, which comprises the departments of Finance, Risk Management, Group Credit Officer, Legal & Compliance and Banking Platform, since 2011. He was appointed Deputy Group CEO in April 2014. After obtaining a degree in Economics from the London School of Economics, a professional qualification as a Chartered Accountant at Peat Marwick in London, and an MBA from INSEAD of Fontainebleau, he began his professional career as an internal auditor of Olivetti Group subsidiaries worldwide. He then continued his professional development at Hermes Precisa International (Yverdon / Lausanne), a company then acquired by Olivetti Group. He has been at BSI since 1987, holding many important roles in the Group Accounting, Budgeting, Planning, Operations and Logistics. In 2001 Rajiv Pradhan was appointed as member of BSI Executive Board and Head of Operations & Logistics, a position he held until 2004. In 2005 he became CEO of B-Source, a company providing Information Technology Outsourcing (ITO) and Business Process Outsourcing (BPO) services, which during those years was wholly owned by the BSI Group. In 2008 he was appointed as Chief Financial & Risk Officer and in 2011 Head of BSI Corporate Services. Gérald Robert, born in Rome (Italy) on 14 November 1957, has been CEO of BSI Latin America, Middle East & Eastern Mediterranean since July 2012. In this capacity, he heads the development of the markets in Latin America, Middle East, and the Eastern Mediterranean. After graduating in International Politics and Economics from George Washington University, he obtained a Master’s Degree with major in economics and finance from Johns Hopkins University in Washington D.C. and worked as Research Associate at the U.S. Department of State in Washington, D.C. From 1983 to 1985 he worked for the Banker Trust Company of New York as a private banking relationship manager for Europe and Latin America. In 1985 he joined the New York branch of BSI as Account Manager and was responsible for maintaining and developing private banking clients in Latin America and Europe. In 1987 he moved to Venezuela, where he managed the local representative office until 1990, when he became Senior Representative of BSI in Argentina. From 1993 to 2001, he was BSI Montecarlo’s Director and then Head of Romandie. 15 BSI – Corporate governance Renato Santi, born in Mendrisio (Switzerland) on 27 October 1969, has been CEO of BSI Switzerland since 1 January 2013. Renato Santi started working for BSI in 1994 and has spent his entire career with the Bank. In 2011 he joined the Bank’s Executive Board as the head of the Personal Banking division. Renato Santi is a graduate in economics from the University of St. Gallen. In the course of his career at BSI he has successfully taken charge of various strategic development projects. Since entering the management of BSI Ltd.’s Private Banking division in 1996 and subsequently becoming Head of the division in 2002, Renato Santi has been responsible for Product Management (Lugano), Corporate Services at BSI Ifabanque (Paris) and Strategic Marketing & Support Services (Lugano). Internal Audit Internal Audit is the department that, at Group level, performs independent evaluations and reviews of the internal control system, thereby contributing to the ongoing adjustment of the control system as needed. It coordinates its activities with those of the External Auditor. Internal Audit reports directly to the Board of Directors and thus to the Audit & Risk Committee. Internal Audit reports periodically to the Committee on the activities it has carried out, and it also reports to the Board of Directors once a year. Written reports on the results of audits conducted by Internal Audit are produced and sent to the Chairman of the Board of Directors and the Audit & Risk Committee. A copy is also sent to the members of the Group Executive Board and to the External Auditor. The scope, authorities and responsibilities of Internal Audit are defined in the General Management Regulations and in the Group Internal Audit Regulations. The Chief Audit Executive, who is appointed by the Board of Directors, is Mr Nicola Guscetti. He has held this position since 1 January 2012. External Auditor The External Auditor checks the Group accounts and the annual reports of the Bank in accordance with legal provisions and regulations in force in Switzerland. Pursuant to the Code of Obligations, BSI appointed Geneva-based Ernst & Young SA as External Auditor. The Lead Auditor is Mr Mario Mosca. 16 BSI – BSI Ltd. Organizational chart BSI Ltd. Organisational chart (situation as of 1.1.2015) Board of Directors Internal Audit Nicola Guscetti Group Chief Executive Officer Stefano Coduri 1 Merchant & Investment Banking Strategic Planning & Corporate Finance Vincenzo Piantedosi Fabio Casati Group HR, Organisation & Internal Communication Group Executive Office Vincenzo Martino David Matter Corporate Services Group Investments Solutions & Capital Markets BSI Switzerland BSI Asia BSI Latin America, Middle East & Eastern Mediterranean Rajiv Pradhan Nicola Battalora Renato Santi Hanspeter Brunner 1 Gérald Robert 1 1 1 1 Member of the Group Executive Board. 1 17 BSI – Human Resources Human Resources Headcount In 2014 the number of people employed by the BSI Group decreased from 2,042 as at 31 December 2013 to 1,983 as at the end of 2014. Reducing the headcount is part of a broader cost-cutting effort launched in early 2014, which aims to streamline complexity and reposition the Bank within the existing business model. People employed in Switzerland are 1,332, whereas our presence in Asia slightly decreased to 310 employees. Overall, the staff outside Switzerland amount to 651 employees. Remuneration policy BSI’s remuneration policy always aims at upholding competitiveness in the market and maintaining fairness within the Bank, as well as a balance between short-term and longterm incentive plans. In the first few months of 2014, BSI revised this policy, emphasising the importance of merit in the award of variable pay. Under the guidance of the Appointments and Remuneration Committee, we aligned our policy with modern market practices. We introduced significant Key Performance Indicators and updated a number of compensation models, encouraging employees to create value in order to provide clients with an excellent service. The transformation of BSI During 2014, we worked hard to transform BSI, reducing its complexity and refocusing operations to enhance the service rendered to clients, improve profitability, and remain competitive over the long term. We launched a radical and necessary transformation that will certainly allow us to take on new challenges in the private banking industry. As part of this process, we had to reduce our headcount, gradually cutting 160 positions across our global operations. This effort started in autumn 2014 and is on track to be completed by the end of 2015. True to our tradition and culture, we did our best to minimise the number of layoffs and helped the people affected with job placement services and a Social Plan that met with the approval of the social partners and the employees concerned. 18 Before going ahead with this restructuring effort, we slashed costs by reducing pension benefits – adopting defined-contribution plans, in line with market standards – as well as reviewing the variable pay plans. Staff Committee The co-operation between the Staff Committee and the Human Resources Department was characterised mainly by the joint efforts towards curbing costs by cutting down on complexity, reconsidering the Bank’s geographical presence, and reducing the headcount. This collaboration went through all the steps necessary to define a Social Plan and the related redundancy schemes that accompanied the restructuring. Employees, represented by the Staff Committee, presented the Bank with several topics for discussion and proposals, which were addressed in the above document. Last but not least, BSI set up a Joint Supervisory Committee, which is still active, to guarantee principles, measures and instruments are implemented consistently throughout the various stages of the restructuring. Training & development of resources The “BSI and Corporate Responsibility” report illustrates in detail, among other initiatives, the many initiatives started to develop human resources at BSI. From the training viewpoint, activities were continued in 2014 especially within the scope of the Private Banking Business Academy to follow evolving regulatory and tax contexts and business development projects. Besides the usual training initiatives related to the company’s Competency Model and open to all the Group’s employees, we launched an additional Management Skill development programme that bolstered our offerings for employees with management responsibilities. Training of young recruits continues to reflect BSI’s long tradition, with the management of 15 apprentices and by accurately and timely meeting the requests for training placements for university students. BSI – BSI and Corporate Responsibility BSI and Corporate Responsibility We are a bank first and foremost. But since our inception in 1873, we have always sought special relationships – not only with the clients who entrust us to protect and grow their assets, but also with our people – our greatest asset, and with enriching the broader communities in which we live. Thanks to this sense of corporate responsibility, for over 140 years now BSI has been achieving long-term sustainability while ensuring excellence and stability. Considering the current scenario, rife with challenges, this is nothing less than a success. As a global organisation which cherishes the symbiotic relationships with our stakeholders, we find it imperative to cultivate an environment which promotes transparency, accountability, and commitment to the highest standards of governance and ethical behaviour – this is the very reason we have chosen to voluntarily report on our business activities through annual reports and financial statements. To BSI, Corporate Responsibility is far from simple donations; it is holistically represented through integrating a responsible approach across three dimensions: Business, Social and Environmental – precisely aligned with the objectives of our mission. In the Business dimension, we speak about responsible client practices, the extra mile we take to build and maintain mutually rewarding client relationships as well as the long-term orientation that guides the overall management of the company since its inception. The Social domain relates to the responsibility we have towards people and the community. Ensuring the well-being of our staff through excellent working conditions and employee friendly policies such as gender equality and diversity inclusion programs all contribute to a happy and motivated, hence, sustainable workforce. For more than 140 years, we have forged meaningful relationships with numerous communities by combining our success with a variety of social contributions. Apart from strategic sponsorships and partnerships, we develop and support various corporate philanthropy and employee volunteering projects. Business Dimension We Value Our Clients At BSI, our priority is building sustainable long-term relationships with clients based on mutual trust and the certainty the Bank is not just a reliable consultant that can offer integrated wealth management solutions and grasp opportunities, but also a company that establishes robust partnerships spanning generations. Through an approach that is both multicultural and glocal, we strive to provide world-class services to our clients, knowing that what differentiates us from the competition are custom-tailored solutions. We are constantly looking to further develop and improve the quality of our services, consistently with the goal of providing the client with a positive and comprehensive experience. This is also why we decided to align ourselves with the MiFID (Markets in Financial Instrument Directive), an EU directive aimed at safeguarding clients and fostering competition in investment services. Sustainable and Responsible Investing (SRI) Sustainable and Responsible Investing (SRI) is widespread among those institutions and private investors that seek a greater awareness of their long-term social and environmental impact on the world we live in. The goal, besides earning a financial return, is making a positive impact on Society. For instance, other things being equal, it is more sensible to invest in companies looking to reduce environmental risks, rather than those generating considerable air and water emissions. Similarly, it is better to reward companies aware of the social impact of their operations, as they can create both social and financial value. Investing in microlending is another option for obtaining a financial and social return. BSI is on the front line of SRI. In 2014, along with other Swiss banks, it founded the Swiss Sustainable Finance organisation, which aims to make finance more sustainable and responsible. Furthermore, BSI has acquired extensive experience in SRI practices, which allows it to create comprehensive portfolios of stocks, bonds and funds offering Social and Environmental added value. The ultimate goal of these investments is making a positive impact on society while reducing portfolio risks. Finally, the Environmental dimension refers to sustainable environmental practices such as energy conservation, paper optimisation and reduction of greenhouse gases – achieving a win-win situation of environmental preservation and operational cost savings. 19 BSI – BSI and Corporate Responsibility By conducting an Environmental, Social and Governance (ESG) analysis, we can thoroughly assess nearly 4,000 companies, screening out those involved in controversial activities and investing in select businesses representing models of “Corporate Citizenship”. Clients can use these analyses right away to make well-informed and knowledgeable decisions throughout the investment process. In advising our clients, we present them with investment opportunities that both deliver returns and raise awareness about social and environmental issues, providing solutions. Social Dimension We value our employees BSI greatly values the well-being of each employee. We have an unwavering commitment to promote and guarantee an excellent work environment, allowing people to realise their full potential. New hires are welcomed into the BSI family since the very first day, with introductory presentations and occasions to socialise – such as the Welcome Day – designed to foster a sense of belonging. Furthermore, the Bank frequently hosts cross-functional team-building sessions to promote social bonding and robust interpersonal relationships. Ideal conditions for a workforce capable of excellence We believe it is crucial for the workforce to be fit and happy in order to make a positive and sustainable contribution to BSI’s business and corporate culture. Besides an attractive and competitive compensation package, all employees in Switzerland are entitled to health insurance and coverage, free annual vaccinations, and paid annual leave. Furthermore, we strongly advocate for employee work-life balance, offering flexible work hours as well as sabbatical and unpaid leave to meet the needs and demands of our staff. At the canteen in Lugano’s office, employees can choose every day from a wide variety of servings of the highest standards. The Bank offers also considerable discounts on meals. If possible, ingredients are sourced from non-profit organisations employing disabled people. Diversity & Inclusion BSI is a global organisation that promotes and supports diversity and inclusion. To this end, in 2013 it arranged for a series of initiatives spanning all levels of the organisation and focusing on gender, ethnic and generational diversity. In 2014, BSI set up a group of Ambassadors including representatives of the main areas of interest, which meet to discuss these topics and propose new initiatives. 20 Young People’s Program The Young People’s Program assesses the leadership and professional potential of young employees through a rigorous pre-selection process. It aims to offer a customised training plan involving dedicated activities and opportunities for professional growth within the BSI Group. Easier access to top management BSI continues to promote a constant dialogue between the members of the Group Executive Board (GEB) and the staff. During meals and coffee breaks, employees can informally discuss important topics with members of the GEB at a more personal level. Training and development At BSI, we are aware of the importance of training for continuous improvement as a key factor to promote highly skilled professionals. This is why we have developed a wide range of training and development activities aimed at providing our staff with the expertise required to work more competently and efficiently. BSI offers both internal training activities, managed by the Training & Development unit and reserved to employees, and external ones, tailored to the specific needs of each employee and organised by external training providers under the supervision of the Training & Develompment unit. Promoting the all-round growth of our staff is one of our priorities: our initiatives in this sense are designed to help employees develop their professional and management skills. Leadership Series Ensuring the growth of our leaders in their quest for excellence is high on the agenda of BSI. We expect our managers to run the company in order to improve performance and serve as models, being understanding and flexible with employees. As part of training activities for the Bank’s management, besides the long-running Leadership Program, BSI introduced “Being an Effective Manager”, an initiative aimed at providing key instruments for those employees that are preparing to manage resources. In addition, through “Manager as Coach”, the company supports using coaching to help employees grow. BSI – BSI and Corporate Responsibility 360° Feedback To further promote a culture of feedback, BSI repeated the “360° Feedback” initiative. The main purpose of this development instrument is helping managers become more efficient in their management. It is based on the observation of some behaviours of BSI’s Competency Model and emphasises the concept of “leading by example”. BSI first introduced “360° Feedback” in 2013 for all members of the Group Advisory Board, and then extended it to a larger group of managers in Asia. Now it involves the Bank’s Senior Management. Internal work opportunities and job rotations We know that our employees need their work to stimulate them and offer opportunities for personal growth and satisfaction. Therefore, we proactively support the staff open to new challenges within the Bank and implement rigorous recruitment processes designed to ensure that employees are given preference in the filling of internal positions. Job rotations re-energise employees, helping them to better understand the Bank’s functioning, involving them in its operations, and allowing them to acquire new skills. Furthermore, BSI offers also international mobility opportunities for both professional and personal growth. Career and education For decades now, BSI’s Apprenticeship Program has been part and parcel of the Bank’s history. It offers high-school graduates the opportunity to attend a highly specialised and selective three-year training programme providing them with the competencies required to advance their career. Furthermore, our Internship Program offers short-term internships allowing university students to acquire specific professional skills that will represent a solid foundation to start working in the financial industry. Staying true to our responsibilities towards local communities, we give precedence to Swiss nationals in admission to the above training programmes. Workplace Health and Safety The health, safety and well-being of our employees continue to be of utmost importance and will never be compromised. Providing a safe, secure and conducive environment for our employees to work in allows them to thrive and prosper – a key ingredient in ensuring the continued success and sustainability of our business. BSI practices a strong security culture and disseminates vital information frequently to raise awareness of main risks and highlight rules of conduct to be observed. Extensive policies and measures are put in place to protect both our employees’ and the Bank’s interests in seven areas, namely: fire protection, intrusion protection, access control, data protection, people protection, buildings protection and critical assets protection. Comprehensive site audits are carried out in all BSI offices biennially to ensure compliance, identify potential risks and ensure the physical safety of all employees and guests at our premises. Each year, our assessment evaluations have shown excellent results. On top of carefully planned fire evacuation procedures which are practiced regularly, all BSI offices have a team of employees who serve as medical and red-aid representatives. These employees have undergone training and are equipped with the proper skills and knowledge to react in an emergency. They are also qualified to administer CPR and perform basic life-saving methods. Since 2013, BSI has been providing its employees, and especially the Private Banking staff, with training on data protection to shield the Bank and its clients from social engineering and IT security attacks. Career opportunities Annual assessments Employees are BSI’s key resource and best investment. We promote a merit-based environment that properly rewards achievements, without forgetting to provide robust support and coaching to who should need specific help. Besides an open and constant dialogue, BSI carries out semi-annual and annual performance assessments. The assessment session serves as a motivational tool, allowing for a constructive and transparent discussion about the balance between the expectations of the individual and those of the organisation. It reveals the employee’s strengths as well as his or her areas for improvement, allowing to define a custom development plan. 21 BSI – BSI and Corporate Responsibility Community Investment BSI plays an important role in the cultural life of all the communities it serves. We believe that the value of all assets, besides financial and real estate ones, is key for our community. We support activities that contribute to the cultural, economic and scientific development of the community not just through sponsorship, but also as an enthusiastic and proactive participant in the conceptual, organisational and promotional aspects. Our ultimate aim is to promote awareness of the importance of culture, art and science both for our day-to-day lives and the sustainable development of our society. BSI and Music Young Talent Scholarships As part of our commitment towards music support, we have been providing scholarships for the development of exceptional young musicians since 2004, paving the way for their international careers. Scholarship recipients are also given the opportunity to participate in the musical events organised and sponsored by BSI. Our 2014 scholarship recipient was the Argentine pianist Tomás Alegre. Martha Argerich Project Promoted by BSI and Swiss radio channel “Rete Due”, this event is part of the Lugano Festival, which, since 2002, reunites the great Argentine pianist with a host of excellent performers and talented young musicians in Lugano. BSI Engadin Festival Since 2009, we have been a firm supporter of the Engadin Festival, an exclusive classical music festival and one of the key musical events in the wonderful Alpine region for 74 years. OSI and OSR In recognition of the cultural value and significance homegrown orchestras bring to a country, BSI is a long-term supporter of the Orchestra della Svizzera Italiana (OSI). We also provide support to the Orchestre de la Suisse Romande (OSR) by sponsoring their annual gala concert. BSI and Art BSI Art Collection The BSI Art Collection was created in 2000 with the vision of showing our commitment to the world of contemporary art, and has grown over the years through a noteworthy series of acquisitions that aims to identify some of the most influential personalities in art from the period following the Sixties. Throughout our journey, expansion of the collection was conducted mainly to adorn and enrich BSI offices around the world. Paintings, sculptures, drawings, photographs, videos and site-specific artworks breathe life into a blend of expressive languages. 22 Peggy Guggenheim Collection Interested in the evolution of artistic and cultural expressions, since 2001 we have been supporting Venice’s Peggy Guggenheim Collection, contributing to its activities, while also promoting other international art projects. BSI and Architecture Aware of how important it is to live in an environment characterised by beauty and sustainability, in 2007 BSI set up the BSI Architectural Foundation. Its goal is promoting architectural expertise, training and research activities. It presents a biennial architectural award called the BSI Swiss Architectural Award to honour architects from around the world who share our vision for contemporary architecture which advances the use of sustainable materials. The winner assumes the role of a ‘visiting professor’ for one semester in one of the top architectural universities, imparting knowledge and sharing real world experiences with young architectural undergraduates. Bilateral relations Fondazione del Centenario della Banca della Svizzera Italiana The Fondazione del Centenario della Banca della Svizzera Italiana was established to commemorate BSI’s 100th anniversary, and bestows monetary recognition to persons or institutions which have furthered the development of Italian-Swiss relations and contributed to the betterment of understanding between the Swiss and Italians. Istituto Svizzero di Roma Starting from 2005, we have been partnering with the Istituto Svizzero di Roma (ISR). Swiss academics and artists have been representing half of the ISR ever since its foundation, and in 2005 the institute became – together with the branch in Milan – the reference for Switzerland’s art and science in Italy. The ISR promotes the dialogue and exchange between the cultural institutions operating in Italy and actively participates in the network of the several international institutes and academies in Rome. Finance and Entrepreneurship The BSI GAMMA Foundation (Global Asset Management Methods and Applications) was established on the 125th anniversary of BSI and strives to promote the development and empirical research in asset management, the functioning of capital markets, and the role and form of public regulation in fund management. Since its inception, the Gamma Foundation has organised more than thirty conferences and supported more than fifty research projects. BSI – BSI and Corporate Responsibility BSI, in partnership with the Startup Promotion Centre and the Swiss Post, created an award for entrepreneurs in the Ticino region in 2009, and has been supporting it ever since. In 2014, the StartCup Ticino award went to Ecker Technologies, a start-up based in Ticino that has developed GONDOLA®. This is a medical device for the treatment of gait disorders in people suffering from neurological diseases, and especially Parkinson. Designed to be used at home, it allows the patient to continue benefiting from the treatment over time. In addition, in 2014 BSI granted the long-running “BSI Pietro Balestra Award” – assigned every year to the best student in quantitative studies at USI’s department of economics – to Matteo Pirovano. Finally, once again in 2014 BSI supported Uni2grow. This NGO comprises a socially-oriented IT services provider whose earnings go to fund university scholarships in Cameroon. In 2014, BSI was a customer of Uni2grow’s IT company and routinely made available its logistical infrastructure to the association for its operations. Blood donations Twice yearly, blood donation drives for The Red Cross Ticino are organised by Human Resources and open to all Lugano-based employees. Each year, about 150-200 blood donations are received. Economic growth BSI has been actively contributing to the economic development of Lugano and the Ticino region since it was established. Noteworthy examples include the major role we played in founding USI (Università della Svizzera Italiana) – Lugano’s main university, and the Swiss Finance Institute – a world-leading research and training centre in banking and finance. Both institutions have proved vital to the development of the Ticino region. Additionally, BSI is one of the founders of the Tecnopolo, often referred to as the “cradle of technological innovation in Ticino”. We have also been supporting the historical Mount San Salvatore funicular with the objective of preserving significant landmarks and promoting tourism in Lugano. Cultural donations BSI supports the Cologni Foundation for Artistic Craft Professions, an organisation which promotes the training of new generations of young artisans and strives to save existing, outstanding craft professions from the threat of oblivion. Another initiative supported by the bank is “Vacation at the Museum” of the Museo Cantonale d’Arte (Lugano): a series of creative workshops organised in the summertime in Lugano. These workshops are aimed at bringing children closer to the world of art. BSI is also a donor of the “Fondation de l’hermitage” in Lausanne, a 19th-century residence which hosts temporary fine arts exhibitions. Sport support Thanks to our exclusive yachting sponsorship with skipper Giovanni Soldini and his Maserati crew, they have been extremely successful in their record-breaking bids round the world. Chief among the team’s countless achievements is the record they set on a legendary route – the Gold Route from New York to San Francisco via Cape Horn, which large ships started sailing halfway through the 19th century laden with gold seekers. Such a feat requires outstanding technical skills, a strong team spirit, and an unwavering determination to achieve excellence – all characteristics that perfectly reflect the commitment and values we offer to our clients, as well as the passion driving us all. The Bank also has a history of supporting young sporting talents to aid in their talent development. For several years, we have contributed to the Association for Talent in Life – an organisation which nurtures young sports talents and provides funding for their sporting and professional development. Also in 2014, we supported an initiative by FTIA (Ticinese Federation for disabled integration) which introduced sailing into their sports curriculum with the aim of participating in the Special Olympics 2014. BSI has been supporting the Golf Tour for years now, proving it constantly pays attention to golf – a sport that perfectly matches its own values: a long history, a staunch sporting spirit, dynamism, professionalism, expertise, and the passion to take on challenges and accomplish ambitious goals. 23 BSI – BSI and Corporate Responsibility Other donations BSI provides financial support to a large number of NGOs operating in several areas, including Telethon, Associazione Triangolo (a volunteer association assisting cancer patients), and Magic Table (one of Switzerland’s leading food banks). Other initiatives Throughout 2014, BSI ASIA has contributed to and supported a number of key events across the region that have driven an agenda of change and empowerment. We reaffirmed our ongoing commitment to Habitat for Humanity sponsoring their Gala fundraising dinner and pledging our financial and manpower support of 6 houses for needy families in the Southeast Asia Region. BSI Asia were the key sponsors for the Samarpana Festival of South Asian Classical Music and Dance held in Singapore. Furthermore we supported two fundraising Galas that raised support and awareness for the rural poor in India (Mystic Eye Gala) and an organization driving awareness and change to various social causes in India (Act for Hope Gala) Closer to home, in Singapore we made a donation to Food from the Heart, a local charity donating food to needy families. We also supported the support charity Pharmacist with a financial contribution to aid their independent charity work. Our Latin America, Middle East and Eastern Mediterranean offices actively support various communities and charity organizations through a bundle of initiatives. Since establishing itself as a branch in 2012, BSI Bahrain has supported various local charities, artistic events and welfare activities in Bahrain. This was done through strategic alliances with various organizations like the Shaikh Ebrahim Center for Culture and Research, the Ministry of Culture and its affiliates. In the spirit of cultural exchange and the appreciation of classical music, BSI Bahrain, in collaboration with the Minister of Culture, has hosted the internationally renowned violinist, Renaud Capuçon at a local concert, which brought together all those who truly appreciate musical talents. Despite only commencing operations in 2013, our Turkey office has embarked on meaningful sponsorships centred on the preservation of art, music and culture. It sponsored “Art Walk Istanbul”, an art project showcasing the different faces of Istanbul’s vibrant art scene and organised a cultural visit for staff to the historical island of Yassiada which symbolises the start of democracy and modern Turkish Republic history. It also supported a classical music concert performed by the Turkish National Youth Orchestra featuring Violinist Shlomo Mintz and conductor Cem Mansur, bringing together the best young musicians in the country. 24 Last but certainly not least, BSI Servicios S.A. in Montevideo embraces a strong culture of charitable giving, and supports a list of beneficiaries which centres on the elderly, disabled and underprivileged. One example to highlight is Asociación de Usuarios de Protesis Infantiles, a non-profit state association which extends aid to children and aims to improve their quality of life by providing them with prosthetic fittings. Financial aid focused on music support and environmental sustainability is also provided to selected associations such as Centro Cultural de Música, a non-profit institution dedicated to supporting local Uruguayan musicians and providing opportunities for their talent development and Repapel, an eco-friendly organisation which educates the public on sustainable development and seeks to raise awareness on how adaptations in personal consumption habits can significantly minimise impacts on the environment. In 2014, Luxembourg-based BSI Europe focused its support to social, sporting and cultural activities on a number of initiatives aimed, among other things, at emphasising the company’s Swiss identity. First, the Bank has supported the Luxembourg charity Femmes Developpement, which supports the construction of children’s villages, schools and health centres, as well as Rwanda’s rural population – especially widowed mothers who survived the genocide in the 1990s – through activities such as microlending. Another worthwhile initiative was the contribution to Les Pimpampel, a charity based in the Grand Duchy that operates in the paediatric clinic at Luxembourg’s hospital. It organises several “smart” entertainment activities for hospitalised children and buys all kinds of material to make the stay at the clinic more enjoyable for both children and parents. Last year, BSI Europe contributed also to sporting activities as a sponsor of Dudelange’s T71, a local basketball association. The association brings together several male and female junior and youth teams. Finally, true to its tradition, BSI supported also cultural activities. It donated to the charity Nei Stëmmen (New Voices), contributing to the staging of a series of performances of Mozart’s Don Giovanni in several theatres across Luxembourg. Specifically, the donation went to pay for the lodging of the orchestra’s young members, who are all students at the Conservatorio della Svizzera Italiana. On the night of the first show, the Bank, together with the Swiss Embassy in the Grand Duchy, hosted a gala for its clients and a number of Luxembourg and Swiss public officials and personalities. BSI – BSI and Corporate Responsibility Finally, BSI supported the stand of the Swiss Confederation at the Fair of Nations, which is held annually in Luxembourg. The stand is managed by the Grand Duchy’s Swiss Society. The following table shows the 2015 goals that BSI set for itself in 2012. Most have already been achieved or exceeded: In Italy, BSI Europe’s local branch has been contributing to causes that go beyond banks’ areas of expertise, participating in initiatives that help the young, support Italy’s artistic and economic heritage, and promote the growth of skills typical of its industry. Besides the partnership between BSI and the Swiss Institute in Rome, which dates back to 2005, and our sponsorship of Venice’s Peggy Guggenheim Collection, we work as sponsors and partners with several institutions and associations: FAI, Fondo Ambiente Italiano (the Italian National Trust); IED, the European Institute of Design; Associazione Amici della Scala di Milano; UNISG, the University of Gastronomic Sciences in Pollenzo; LIDE Italia, a Group of Business Leaders; AIPB, the Italian Private Banking Association. Chief among the projects BSI supported in 2014 were “Postcard” – an event promoted by IED Milano and The Italian Project aimed at supporting young emerging artists, helping them lay the foundations for their professional future as well as promoting the development of a sector that is key for Italy – and “Fa.re Musica per tutti”, a concert organised by Conductor Mattia Rondelli to affirm that culture is at the core of human dignity. Area Environmental Dimension Our Environmental Responsibility Protecting the environment as an essential good is crucial for BSI. This is why, as a dynamic and established financial institution, BSI is committed to making decisions that balance economic and environmental interests. BSI is aware that certain actions taken to meet market demand and compete successfully have an irreversible impact on the planet. Therefore, it believes it is its duty to promote environmental sustainability through well-grounded and sensible operating procedures. Since 2009, BSI has been rigorously recording and disclosing data for the purposes of preparing the Corporate Social Responsibility Report. The data exclusively concern Switzerland, as this is where the majority of BSI’s offices and operations are located. Electricity Paper Water Waste BSI 2015 Goal Results as of 30 June, 2014 compared to 30 June 2013 5% reduction in energy Average reduction consumption per capita over the last 2 years (2013-2014): 6% Maintaining the share of 100% Achieved in 2013 electricity from renewa- and 2014 ble sources 5% reduction in total Average reduction paper consumption over the last 2 years (2013-2014): 19% Exclusive use of recycled 100% Achieved in 2013 paper and 2014 5% reduction in water Average reduction consumption per capita over the last 2 years (2013-2014): 12% Waste sorting over 65% Average separate waste collection for 2013-2014: 48% Concerning energy consumption, the Bank introduced multiple improvements: it replaced halogen lighting with LED in several offices (-50% energy consumption), installed motion-activated lights (20% energy saving), and in some facilities, lighting and air-conditioning systems automatically turn off after a set period of time if left unattended, both on business days and at weekends. Furthermore, the utilities that supply electricity to BSI in Switzerland are committed to generate energy from renewable sources such as water, sun, wind, biomass, biogas and geothermal power. Another area showing huge potential is paper consumption. Since 2013, BSI has been using exclusively recycled paper, which has a limited and controlled impact on the environment. Some practices aimed at reducing waste, such as electronic filing, using iPads, double-sided and monochrome printing, and recycling single-sided printouts will be implemented across the Group during 2015, also by implementing the “follow-me-printer” project. This involves rationalising the number of both centralised and decentralised printers in individual offices. Besides the above actions, an internal initiative led to replace several subscriptions to the print editions of newspapers and magazines with the corresponding digital ones starting from 1 January, 2015. 25 BSI – BSI and Corporate Responsibility In addition, during 2014 the Bank rolled out various video conferencing systems and desktop-sharing solutions to promote remote meetings and reduce travelling for both business trips and commutes. A further step was installing “Jabber”, an instant messaging and VoIP application that easily connects all employees and facilitates the exchange of information and documents, on all computers of the staff in Switzerland. In early 2015, BSI will roll out another application, “Webex”, which will enable private and group discussions also with people outside the bank, allowing to share the desktop and make conference calls securely and easily. In March 2014, new restrictions on business trips became effective, causing a considerable decline in travelling and the associated environmental impact. In 2014, BSI also reduced its vehicle fleet. 26 Recycling is another environmentally-friendly practice spread across the entire Group. PET and glass bottles, cardboard and paper, toner cartridges, fluorescent tubes and batteries are collected and recycled, spent printer ink cartridges and waste electronic equipment are handed back to suppliers to be regenerated and disposed of. Believing that education is key to promote environmentally sustainable behaviours, BSI has structured its internal organisation to allow for the proper sorting and disposal of the above material. BSI – Our Identity Our Identity What distinguishes BSI today and throughout our history is our unwavering belief in how we should conduct ourselves as a business, based on the principles of solidity, transparency and good governance. It is a commitment reflected in the trust of our clients and the loyalty of our staff. This is how it has always been at BSI. A commitment unchanged since 1873. We are “Swiss Bankers with Passion” and we believe that the reason for over 140 years of success and achievements is this unique marriage of cultures and traits: on the one hand, the rational thinking on which each decision is based and, on the other, the personal commitment to each client. Our History Our journey started in the second half of the 19th century and after over 140 years, our commitment to the principles of private banking is as strong today as it was on the very first day. Since the beginning we knew how a great private bank should be. Since then we have consistently demonstrated an innate ability to adapt to changing circumstances and contexts without ever compromising our core values. We’re proud of our long history – and are excited about the chapters still to be written. Banca della Svizzera Italiana, with its head office in Lugano, was founded in 1873 thanks to the financial support of Kreditanstalt in Zurich, Basler Bankverein and Banca Generale di Roma, and with the participation of local backers in Ticino (Carlo Battaglini, Annibale Bollati, Luigi Enderlin, Rodolfo Landerer, Pasquale Lucchini, Giuseppe Soldini, Pasquale Veladini, Giovan Battista Ferrazzini and Clemente Maraini sen.). A few years after its founding, the Bank moved to the 18th century home of the Marquis of Riva, which it still owns and uses as its head office. In the final decades of the 19 th century, the institution was active on the domestic market. In particular, it supported initiatives to develop regional transport and the hotel and catering sector. Nonetheless, the Bank was also active in Italy thanks to the personal relationships of its directors. The Bank survived the banking crisis of 1914, although two cantonal institutions – Banca Cantonale Ticinese in Bellinzona and Credito Ticinese in Locarno – did not. Banca Popolare Ticinese in Bellinzona was also forced into liquidation. Following this crisis, Banca della Svizzera Italiana continued to grow its presence in the Swiss market, and later, starting in the 1960s, it also expanded internationally. In the early 1990s the Bank restructured its business and organisation, specialising in wealth management for private Swiss and international clients. The Bank, which has meanwhile changed its name to BSI, has expanded again in recent years through client acquisition and also thanks to the recovery of banks operating in the Ticino financial centre. At the same time, the Bank has undergone a major international expansion, especially in Asia, the Middle East and Latin America, in order to diversify its market presence. Key dates 1873 Founding of the Bank with the name Banca della Svizzera Italiana. 1874 Opening of an agency in Locarno, transformed into a branch in 1914. 1879 Opening of an agency in Bellinzona, later sold to the new company Banca Popolare Ticinese in 1884. 1881 The Bank begins issuing banknotes, a function it maintains until the Swiss National Bank is founded in 1907. Opening of an agency in Mendrisio, transformed into a branch in 1955 (closed midway through the 1990s). 1905 Opening of an agency in Chiasso, transformed into a branch in 1924. 1908 Acts as an agency for the Swiss National Bank in the Sottoceneri region of Ticino. 1914 Opening of a branch in Bellinzona. 1935 Opening of a branch in Zurich. 1969 Swiss Italian Banking Corporation Ltd, Nassau, is founded, marking the start of the Bank’s international expansion. 1971 Acquisition of Adler Bank Basel AG, Basel. 1973 Opening of a branch in St. Moritz. On the occasion of the Bank’s centenary, Fondazione del Centenario della Banca della Svizzera Italiana is founded. 1975 Acquisition of a majority stake in Banque Romande in the French-speaking part of Switzerland. 1976 Acquisition of a significant stake in Compagnie Monegasque de Banque, Monaco. Opening of a representative office in Caracas. 1980 Acquisition of a participation in Domus Bank, Zurich. 1990 Opening of BSI Finanziaria SpA, Milan, which in 2002 becomes Banca BSI Italia SpA, Milan, and which is later sold to Banca Generali, Milan. 1993 Separation of assets and liabilities related to commercial activity, founding of the company SBSI Holding SA, Lugano. 1994 The asset management company in Monaco is transformed into a bank (today’s BSI SAM Monaco). 1995 Founding of Boss Lab SA, an IT services company for financial institutions and which later becomes B-Source. 27 BSI – Our Identity 1998 2000 2005 2006 2008 2010 2011 2012 On the occasion of the 125th anniversary of BSI, the BSI Gamma Foundation is created, a foundation that supports academic research in the financial field. The company’s name is changed to BSI Ltd. Opening of offices in Lausanne, which are later transformed into a branch. Opening of BSI Bank Ltd, Singapore. Acquisition of Banca Unione di Credito, Lugano. Acquisition of Banca del Gottardo, Lugano. Licence obtained for operating in the Kingdom of Bahrain. Opening of an agency in Crans-Montana. Sale of 51% of B-Source and IT migration from the BOSS system to Avaloq. BSI expands its Asian business and opens a branch in Hong Kong. Incorporation of Patrimony 1873, a wholly controlled wealth management company. The Middle East business continues to grow with the representative office in the Kingdom of Bahrain being upgraded to a branch. 2013 BSI celebrates 140 years of success and service in the private banking sector. BSI opens a representative office in Istanbul. The Italian branch of BSI Europe S.A. in Milan starts operations. 2014 Opening of BSI Bank (Panama) SA in Panama. The agreement to sell 100% of BSI to the BTG Pactual Group is signed (transaction subject to approval by competent authorities). Shareholders 1910 Acquisition of a majority share package by Banca Commerciale Italiana, Milan. 1983 Irving Trust Co., New York, takes over the share package from Banca Commerciale Italiana. 1988 Unigestion SA, Geneva, obtains the share package from Irving Trust Co. and later sells a minority stake to Tayio Kobe Bank. 1991 Swiss Bank Corporation, Basel, becomes the majority shareholder. 1998 Assicurazioni Generali, Trieste, becomes the sole shareholder. 28 Chairmen of the Board of Directors – Pasquale Veladini, 1873-1874 – Pasquale Lucchini, 1874-1892 – Clemente Maraini, 1893-1905 – Giacomo Blankart, 1905-1920 – Adolfo Soldini, 1920-1927 – Otto Maraini, 1927-1944 – Marco Antonini, 1944-1955 – Antonio Lory, 1955-1966 – Carlo Pernsch jr., 1966-1974 – Ettore Tenchio, 1975-1983 – Gianfranco Antognini, 1983-1991 – Franco Masoni, 1991-1993 – Alberto Togni, 1993-1998 – Hugo von der Crone, 1998-2004 – Giorgio Ghiringhelli, 2004-2011 – Alfredo Gysi, since 1 January 2012 Executive directors – Giacomo Blankart, Director 1873-1888 – Innocente Gianinazzi, Director 1888-1918 – Carlo Pernsch sen., Director 1918-1926 – Guido Petrolini, Director 1926-1927 – Adolfo Hediger, 1928 – Antonio Lory, Director 1928-1942 and Managing Director 1943-1955 – Carlo Pernsch jr., Director 1943-1955 and Managing Director 1956-1966 – Gianfranco Antognini, Senior Executive Vice President 1966-1968 and Managing Director 1969-1983 – Giorgio Ghiringhelli, Chief Executive Officer 1983-1994 – Alfredo Gysi, Senior Executive Vice President and Chief Executive Officer 1994-2011 – Stefano Coduri, Group CEO, since 1 January 2012 Our Mission BSI’s objective is to accompany its clients – year after year, generation after generation – in all the important decisions that concern the growth and protection of their wealth. BSI’s objective is to provide a multicultural and international work environment, where people can grow and create, and enjoy the respect, confidence and flexibility necessary to perform well. BSI’s objective is to contribute, through its own resources, to the economic, social and cultural growth of the main communities in which it conducts business. BSI is able to pursue these objectives being part of one of the world’s largest financial groups and thanks to its resources, always in accordance with financial stability standards. BSI – Our Identity Our Vision We aspire to rank first in the hearts and minds of our clients when it comes to outstanding private wealth management advice and services. We serve clients in different parts of the world, building personalised, trust-based, family-like relationships that last from generation to generation, since 1873. We are committed to providing expertise, discretion and flexibility in banking also leveraging on our multicultural understanding and global networking. Our Values Our values represent who we are, our DNA. They make us unique, different from our competitors. Our values are a beacon that guides our decisions in times of great changes that are transforming our bank on a constant basis. They always remind us of who and what we are, and they motivate our actions as we pursue our objectives. Our ability to remain unique depends directly on the extent to which our values are reflected in what we do. Competence At BSI, we are constantly enhancing our competencies to provide high-quality private wealth management products and services to our clients. We leverage a wide range of specialist competencies to look for innovative solutions. Aspiring to be a learning organisation, we develop the expertise required to continuously improve our products and processes. Partnership At BSI, we value long-term relationships and strive to engage in professional and personal relationships for our benefit and that of our partners. Our partnerships with clients, colleagues, suppliers, stakeholders, and the entire community give us the energy necessary to create a shared future. As a bank that puts its clients at the centre, we listen carefully to find solutions that benefit all stakeholders. We appreciate feedback as an opportunity to learn and we give it to others in a constructive way. Integrity BSI’s relations with its clients and employees are based on complete transparency, trust, and compliance with applicable laws. We keep our promises, ensure our commitment, and represent a partner our clients, employees and stakeholders can rely on. Integrity is a value that underpins all our relationships, and through co-operation we promote trust and transparency – which are the starting point for a long-term partnership. Care Caring for our clients, employees and stakeholders means always being aware of the crucial importance of our actions and of how we take them. We listen empathetically to make our clients understand that we are really committed to helping them in achieving their personal wealth management goals. We work with our colleagues for their benefit and that of the clients. We do our best to meet the needs of our clients. We firmly believe in the importance of the sense of civic duty. Therefore, through our proactive commitment, we promote the economic and cultural growth of the communities we serve. Flexibility At BSI, we respect the different needs of our clients and acknowledge the importance of a tailor-made approach. Our flexibility allows us to deal with unforeseen circumstances as well as complex projects amid the uncertainty and challenges that characterise our wealth management business. We listen to others and proactively strive to understand different ideas and perspectives in order to achieve shared goals. We can change our minds and encourage colleagues to consider other points of view – all for the sole purpose of providing our client with an optimal solution. Code of conduct Purpose This Code of conduct establishes the principles and practices that each employee is expected to comply with, in order to preserve BSI’s first-class reputation, maintaining the highest standards of ethics, integrity, responsibility and professionalism at all time. The Code of conduct is subordinated to the Ethical Code of the Generali Group and constitutes its implementation at individual employee level. 29 BSI – Our Identity Principles Integrity All BSI employees are expected to conduct themselves with honesty, integrity and professional diligence, in observance of the ethical principles and standards of behaviour required by this Code of conduct. Reputation. Reputation is our main value and requires that we continuously maintain the highest standards of ethics and professionalism. Responsible behaviour. An ethical behaviour entails acting in good faith, responsibly and with due care and prompts us to act with honesty and competence at all times. Transparency. We are fully committed to communicating in a fair, accurate and timely manner, in order to maintain the highest level of transparency. Loyalty. We strive to uphold a fair relationship with clients, business partners, competitors, service providers as well as with each other. Conflicts of interest. We endeavour to identify and avoid or manage any potential conflicts of interest for the protection of our clients and employees. Confidentiality Discretion and confidentiality are fundamental hallmarks of the relationship between BSI and our clients and stakeholders. Data protection. We resort to the highest standards of information security for continuous data protection. Discretion. Confidential and sensitive information can be internally shared on a strictly “need to know” basis. Banking secrecy. We refrain from any communication to third parties without an explicit consent or the existence of a legal obligation. Compliance In our activity we always strive to comply with all laws, regulations and policies. External and internal regulations. Each employee is required to know and comply with the external and internal laws, rules and regulations relevant to his / her specific area of expertise. Fighting financial crime. All employees are required to commit to the fight against corruption, money laundering and terrorism financing in their specific area of expertise. Cross-border business. When performing cross-border business, we are always aware of and act in compliance with the local regulations of the countries where we operate. Taxation. Tax reporting must comply with applicable laws, regulations and treaties. No BSI employee will assist clients in acts aimed at breaching their fiscal obligations. 30 Commitment Everyone contributes to the Bank’s success. Fairness. Each employee is granted equal treatment, fair evaluation and recognition of individual efforts. Training. Continuing training represents a right and a duty for each employee. Access to top management. Access to management is promoted through our “open door” policy. Risk approach We do recognise risk as an important feature of our business and actively manage it. Awareness. All employees must retain a constant level of risk awareness, in order to ensure a controlled and conscious risk-taking. Active risk management. All recognised risks have to be managed in a rigorous and active way. Adherence to the Code of conduct All BSI employees adhere to and follow the spirit and purpose of this Code of conduct. The Code applies to all circumstances: no waivers or exceptions will be granted. Line managers are expected to be diligent in the exercise of their supervisory responsibilities. Every employee is encouraged to report violations to the relevant line manager, Legal & Compliance or Human Resources department. Reports will always be treated with utmost confidentiality. Disciplinary measures Violations of this Code will not be tolerated in any circumstances. Appropriate disciplinary measures will apply in the case of violation, which may include reprimands, warnings, demotion and dismissal. Where a violation is perceived to amount to criminal behaviour, competent authorities will be informed. BSI – Management Report 2014 Management Report 2014 2014 was surely a challenging and eventful year for the world economy and the BSI Group. The year of monetary divergence In macroeconomic terms, 2014 was characterised, on the one hand, by some events that were hard to predict at the start of the year, and on the other, by the emergence of a divergence between the monetary policies of the United States and the European Union caused by the differing strength of economic growth in the two areas. The US economy showed some upside with growth which continued at solid levels and a rise in employment, leading the Federal Reserve to announce the end of monetary stimuli and the return to normality in terms of interest rates. In the eurozone, on the other hand, the economy continued to be a concern in terms of both growth and the risk of a deflationary spiral, which led the European Central Bank to adopt Quantitative Easing measures in its turn. On top of this divergence between the monetary policies of the FED and the ECB, we saw muted global economic growth, a scenario of low or even negative interest rates, and the generalised slump in the prices of key raw materials, causing oil to plunge. The divergence in monetary policies between the US and the other major economies affected also foreign exchange markets, with the dollar appreciating against all the main currencies – and especially the euro. In this context, the Swiss economy achieved moderately sustained growth in 2014 with a positive impact above all from foreign trade, which provided its highest contribution to income growth since 2008. Private consumption grew moderately with consumer inflation always close to zero. In 2014, Switzerland’s financial industry confirmed its resilience also in the face of especially critical circumstances. It remained under strong external pressures concerning mainly tax matters and the introduction of new domestic and interna- tional regulations. In early 2015, Switzerland reached an agreement with Italy about the Voluntary Disclosure in which Switzerland is not to be treated as part of the Italian fiscal black-list. This is a crucial step in allowing Swiss banks to freely access the Italian market. In the asset management industry, margins contracted further, mainly because of the increase in costs due to regulatory changes and the participation of several banks in the Program for Non-Prosecution Agreements or the Non-Target Letters for Swiss Banks (U.S. Tax Program) entered into between Switzerland and the United States in August 2013, as well as growing pressures on revenues. Looking ahead, these factors – especially the regulatory changes being introduced at the international level – will continue characterising the competitive landscape also in the near future. They will force the Swiss asset management industry to revise its strategy in order to maintain its global leadership and improve profitability. A year that saw important changes for BSI 2014 was surely a challenging and eventful year for the BSI Group. We kept our attention to customers’ needs unchanged and continued focusing on improving operating performance. This effort is proving effective and enabled us to increase Assets under Management and operating results, confirming the solidity of the business and the effectiveness of our strategic choices even amid extremely challenging conditions. 2014 marked a historic moment for BSI, with the announcement of the agreement between the Generali Group and BTG Pactual, an important international banking group based in Brazil, for the acquisition of the Bank in July. This is very good news for both our customers and our employees. After obtaining the authorisation from the relevant authorities, we started working together with Generali and BTG Pactual to finalise the transaction. Furthermore, the Bank continued participating actively in the Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks (U.S. Tax Program) which was jointly announced by the U.S. and Swiss Governments on 29 August, 2013. Thanks to proactive and productive dialogue 31 BSI – Management Report 2014 with the U.S. Department of Justice (DOJ), on 30 March 2015 BSI was the first “category 2” bank to reach a Non-Prosecution Agreement (NPA) with the DOJ under the U.S. Tax Program. By entering into the NPA, BSI has resolved its liability with the DOJ arising from its legacy U.S. private banking cross-border business. “BSI’s 2014 results reflect a year in which the Group consolidated and strengthened its operations, increasing adjusted gross profit1 by over 6%. Given our solid position, we are well equipped for future challenges.” Rajiv Pradhan CEO Corporate Services Finally, during 2014 we continued working hard on executing our strategy, diversifying our customer base and launching a two-year operational excellence programme aimed at further improving the Bank’s profitability. The programme, which will take its full impact starting from 2016, produced its first positive effects in the reporting period. Report on the business and implementation of strategy In 2014 too BSI further consolidated its historic position by leveraging its excellent reputation in asset management and a value proposition tailored to specific markets and customer segments. In addition, it expanded further in high growth markets in Latin America, Asia, Central and Eastern Europe, and the Middle East. Today, BSI has a widely diversified customer base: no market accounts for more than 20% of total Assets under Management. As for traditional markets, during the year we saw growth in specific customer segments and markets, as well as our relations with customers focus on tax compliance – which is still key to BSI’s strategy. Our Italian operations grew strongly in terms of both customers and presence. In early 2015, we opened our second Italian branch in Como. In Montecarlo, BSI centralised all operations into a single location. As a result, the local associate now has ample room to conduct and develop its business and is more visible. In Switzerland, we continued executing our domestic strategy and also optimised our presence by closing the branch in St. Moritz, where the Bank deemed unnecessary to keep a permanent presence due to the highly seasonal base of its activities. We also registered remarkable growth in the external asset manager segment and further developed the innovative Family Office model of our associate Patrimony 1873. In 2014 too we continued to invest in methods and technological support to offer an increasingly dedicated, tailored, high-quality advisory process complying with local and international laws. In Luxembourg, with the aim of satisfying new customer needs, BSI Europe reviewed its business model, enhancing the Private Banking & Wealth Management structure while strengthening the custody and depositary bank services. In addition, again in Luxembourg, one of the biggest international centres in the sector of Fund Management, the Bank launched BSI Fund Management Company, aimed at expanding its Fund offering through a dynamic structure updated with the latest ongoing regulatory changes. “2014 started in the best way possible, with the coming into full operation of the new affiliate in Panama, which now represents a fundamental element for BSI’s growth on Latin American markets. During the year we also strengthened our presence on Middle East markets with the establishment of a new team of senior managers, as well as recording a significant increase in business in Turkey.” Gérald Robert CEO BSI Latin America, Middle East & Eastern Mediterranean Adjusted gross profit does not include CHF 36.1 million in legal and audit costs related to the Bank’s participation in the U.S. tax program. 1 32 BSI – Management Report 2014 “2014 was the year of the creation of the new Group Investments Solutions & Capital Markets Region. Our asset management, capital markets and product management services were centralised in order to optimise our in-house know-how and to guarantee concerted and innovative solutions for increasingly demanding and challenging clients.” Nicola Battalora CEO BSI Group Investments Solutions & Capital Markets Important results were achieved also in high-growth markets. In Latin America, BSI Panama became fully operational after obtaining the necessary authorisations from the Superintendencia de Bancos and Superintendencia de Mercado de Valores – República de Panamá. During its first year of operations, BSI Panama reported a strong inflow of new assets and operating results in line with expectations. Asia continued to contribute significantly to the Group’s growth in terms of both assets under management and revenues. In 2014, the Singapore branch almost doubled its net profit compared to 2013, while the Hong Kong branch continued its growth. The Asian market continues to prove attractive for private banking, and BSI is gradually establishing its presence in the region, further enhancing its position with local customers. From an operational viewpoint, 2014 saw the introduction of a new pricing model, which is simpler, more effective, transparent and focussed on customer needs. Furthermore, the Group continued implementing measures to gradually conform to the new regulatory environment. Chief among them are the laws on liquidity requirements and operating risks, the FATCA law, the new directives on derivatives and the implementation of the groundwork for Italy’s Voluntary Disclosure. The Bank also started preparing to transpose the new Swiss accounting standards, which will become effective in 2015. More generally, BSI continued accompanying customers towards a tax compliance model. Operation Excellence Programme With regards to the implementation of the operational excellence programme launched in 2014 aimed at increasing profitability and remain competitive in the long term, BSI started focussing its strategy on the markets and segments in which it can compete more effectively. To this end, it sold BSI Trust Corp. Bahamas, as well as 65% of Thalia to Bi-Invest. However, the Bank still owns a significant 35% interest in Thalia and is a strategic partner of the new buyer. The programme also entailed measures to reduce operating and personnel costs. Focusing on the latter, the Bank started reducing its workforce with the goal to eliminate 160 positions globally by 2016 through lay-offs, early retirement offers, outplacements, and reductions in working hours. This decision was painful but necessary, as the Bank had already implemented a series of measures aimed at minimising the number of job cuts. During this delicate process the Bank worked hand in hand with the Personnel Committee and the social partners in setting up a socially responsible work termination plan with appropriate financial and social measures for the personnel concerned. Both the Personnel Committee and the social partners have considered the plan satisfactory. The operational excellence programme will continue until the end of 2015. The economic effects will be seen in full from 2016. Non-Prosecution Agreement with the American Department of Justice During 2014, BSI worked hard to reach an agreement with the U.S. Department of Justice (DOJ) as part of its participation in the Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks (U.S. Tax Program). Since joining the Program, on 23 December 2013, BSI has provided ample cooperation to the DOJ pursuant to the U.S. Tax Program and in full compliance with Swiss laws. Following a proactive and productive dialogue with the U.S. DOJ, on 30 March 2015, BSI was the first “category 2” bank to reach a Non-Prosecution Agreement (NPA) with the DOJ. By entering into the NPA, BSI has resolved its liability with the DOJ arising from its legacy private banking cross-border business and paid USD 211 million. This payment was recorded in the 2014 financial statement. In 2013, the Bank had already made some preliminary provisions in view of this payment. Despite this, BSI remains a solid and well-capitalised bank, with a Total Capital Ratio of 17.1% and a Shareholder Equity of CHF 1.7 billion. 33 BSI – Management Report 2014 Change in Ownership On 14 July 2014, after successfully concluding negotiations, the Generali Group and BTG Pactual entered into a final agreement under which BTG Pactual will acquire 100% of BSI. The completion of Banco BTG Pactual’s acquisition of BSI remains subject to some approvals by the competent authorities and other closing conditions. The agreement with US authorities will certainly facilitate the approval process. The transaction is on track to close within the first half of 2015. Although the sale of BSI took over two years, and in spite of challenging market conditions, the Bank’s activity remained solid, thanks mainly to the loyalty of customers and employees as well as the strategic choices made by the management. The change in ownership will open up further growth prospects for both BSI’s customers and employees. Once the acquisition is finalised, BSI will be able to further strengthen its brand globally thanks to a dedicated long-term strategic shareholder such as BTG Pactual. BSI and BTG Pactual are in fact strongly complementary in terms of vision and strategy and are a perfect combination of strategic competences, geographical presence and customer diversification. BSI will have the opportunity to continue growing and offering customers innovative and tailored investment solutions together with a solid international network, always adopting a customer-focused approach. BSI thanks the Generali Group for these 16 years during which, thanks to the constant support and investments made, the Bank has established itself as one of the main international players in wealth management. Changes on the Board of Directors and on the Group Executive Board 2014 saw the confirmation of Alfredo Gysi as chair of the Board of Directors and of Nicola Mordasini as director, while Renzo Respini left the Board. Renzo Respini, once a director at Banca del Gottardo, joined BSI’s Board after the Bank acquired its former employer in 2008. We want to thank Renzo Respini for its outstanding contribution to the Board and BSI during all these years. He participated in all the board’s activities as well as Banca del Gottardo’s integration with BSI with the utmost dedication and professionalism. Furthermore, he strived to strengthen the bond between BSI and the community in the Ticino region. In 2014, BSI also tweaked the structure of the Group Executive Board (the Bank’s governing body) to align it with the Group’s new strategies in the face of new market conditions. In this sense, the BSI Europe Region was transformed into the new Region Group Investments Solutions & Capital Markets, and was placed under Nicola Battalora. The new structure will have the main task of reorganising the asset management business of the Group, of coordinating the Capital Markets activities and managing BSI products and services. This structure is also responsible for BSI Europe (Luxembourg) and Oudart SA in Paris. The management of market areas such as France, Germany, Montecarlo, Spain and Great Britain, have been reallocated to the BSI Switzerland Region, under the management of Renato Santi. Financial data “The wealth of relations with our clients is not just a legacy of the past; it represents also the commitment to accompanying the client today and tomorrow in a world of constant economic, financial, political and legal change. Making our services more focused in our quest towards excellence is a choice, but also a necessity imposed by the competitive landscape.” Renato Santi CEO BSI Switzerland 34 At 31 December 2014, assets under management were up 3.3%, standing at CHF 92.3 billion compared to 89.4 billion at the end of 2013, thanks above all to the good performance of managed assets. The figure also includes the lowering to CHF 1.9 billion in the scope of consolidation of deriving mainly from the sale of 65% of Thalia. In a very challenging context, which was marked by growing competitive pressure, the net new money was negative for CHF 0.6 billion, primarily as a consequence of the progressive migration of our customer base towards a tax compliance model. Despite the difficult situation, which was marked by the continuing low level of interest rates, modest volatility and significant pressure on margins, operating performances improved, thus confirming business resilience as well as the effectiveness of BSI’s strategic choices. BSI – Management Report 2014 Operating income slightly improved to CHF 871.4 million from 863.1 million. Interest income rose by 3.1% to CHF 197.0 million, while income from commission and service fee rose by 1.7% to CHF 512.9 million and income from trading operations to CHF 149.3 million, compared to 148.1 million at 31 December 2013. Income from other activities went down to CHF 12.3 million. Excluding the impact of the legal and audit costs connected to the Bank’s participation in the U.S. Tax Program, which totalled CHF 36.1 million, adjusted operating costs fell to CHF 662.6 million, slightly down on the 666.5 million recorded in 2013. The net reduction in costs in 2014, despite the ongoing investments and the increase in costs for adjustment to the new laws, shows the first tangible results of the two-year operational excellence programme. Adjusted gross profit was CHF 208.9 million, up by 6.3% on 196.6 million in the previous year. Net profit was significantly affected by the payment connected to the Non-Prosecution Agreement and stood at CHF 2.2 million, but did not affect the solidity of BSI. The Total Capital Ratio of the BSI Group stood at 17.1% at the end of 2014, with Shareholder Equity of CHF 1.7 billion. “In 2014 we moved from uncertainty (sales process) to expectations (BTG Pactual). Through the integration of working groups, BSI, in cooperation with BTG, is preparing for the closing of the sales transaction. Many contacts have already been established with our new BTG colleagues globally. In Asia itself we are eagerly looking forward to working closely with BTG as part of a new family. Again, my gratitude goes to my colleagues worldwide and our clients for their loyalty and support.” Looking to the future In perspective, BSI intends to continue satisfying its customers’ needs, accompanying them in decisions relevant to their wealth management in line with what the Bank kept doing over 140 years of history. BSI can confidently look forward to the challenges it will face in the next few years with the objective of further increasing the assets under management and giving a further boost to the commercial activity aimed at supporting the net acquisition of new assets, also by expanding the range of products and services offered to customers. BSI intends to focus on the areas and markets in which it has shown it can excel. Alongside Switzerland and Italy, which are its historic markets, BSI purports to further bolster its operations in fast-growing regions such as Asia, Latin America, the Middle East, and Eastern Europe. In 2015, BSI will continue supporting its customers, accompanying them towards a tax compliance model. 2015 will also be the year that will see the conclusion of the implementation of the operational excellence programme and the change in ownership. BSI will retain its brand and serve as the BTG Pactual Group’s reference for the international wealth management of its private client base. BSI’s historic attention to its customers under a service model centred on their needs remains the Bank’s hallmark and will allow it to continue competing effectively in the future. Lugano, 20 April 2015 For the Board of Directors Alfredo Gysi, Chairman The Group Executive Board: Stefano Coduri, Group CEO Nicola Battalora Hanspeter Brunner Rajiv Pradhan Gérald Robert Renato Santi Hanspeter Brunner CEO BSI Asia 35 Allegro Giusto is an allusion to the title of the renovation project of Villa Maraini. Thanks to a watermarked superficial ornamentation partly consisting of glazed tiles, the outer structure of the Villa reflects the colours of light and gives the whole building an aura of grandeur and magic. An Allegro Giusto, indeed. Allegro Giusto – Works from BSI Art Collection Preparations for a new building – Design Bosshard Vaquer The works of great international artists of the BSI Art Collection for the first time on display in Rome, visible to the public from 16 October 2014 until 20 June 2015 in the fascinating setting of Villa Maraini, seat of the Istituto Svizzero di Roma. The opportunity is given by the commencement in 2016 of major renovation works that will significantly transform the spaces of the building based on a project by the architectural studio Bosshard Vaquer of Zurich, winner of an international competition. Anticipating this important event, with Allegro Giusto. Works from BSI Art Collection. Preparations for a new building, the same architects – not new to projects that depart from existing contexts to redefine and develop them, even within public commissions – have redesigned the shared spaces of the Istituto Svizzero di Roma. Their idea was to have them “converse” with a selection of contemporary artworks of the BSI Art Collection, through a system of libraries that host the artworks and part of the library of the Institute. Not a simple decorative design, but rather an exercise at reconfiguring and transforming the function of a place and of the artwork, where the works are in dialogue with the environments in the day-by-day. The exhibition has in fact aesthetic and functional solutions that anticipate the start of the works in 2016 drawing on certain key reflections: how is it possible and what does it mean to renovate an historic building with a contemporary language? How does contemporary art fit in this context? The relationship between visual and spatial language – art, design, architecture, building materials, decoration – between the traces of past and present, has produced questions and solutions that have changed with the change of the way we perceive the world, social organisation and taste. Putting on display works of contemporary art in a building of the early twentieth century, as Villa Maraini, means adding a unit of measure, determining differences that demonstrate the changing and negotiable nature of the architectural space. Furthermore, it means sparking the potential of art and of a collection, which can indicate the path pursued in transforming the Villa, not only in purpose but in the atmosphere, in energy, in the daily dialogue that an artwork is always capable of inspiring. For this reason, works from the BSI Art Collection have been chosen in keeping with the spaces available in the Istituto Svizzero and to represent the two souls of the collection. The result is an uninterrupted communication between past and present, while at the same time reflecting the intent of the new exhibition of Villa Maraini. On the one hand, there are the artists historically associated with BSI, as Armleder, Barry, Buren, Halley – who worked on site-specific projects for some branch offices of the Bank – or even Melotti, Paolini, Merz, Cragg, Boetti, Chamberlain, Carroll. On the other, young artists of international fame were chosen, such as Vo, Kuri and Epaminonda, and artists of the so-called post web generation as Price and Domanovic. BSI – Group financial statements Group financial statements Consolidated balance sheet as of 31 December 2014 38 Consolidated profit and loss statement 2014 39 Consolidated cash flow statement 2014 40 Notes to the 2014 Group financial statements 41 Report of the statutory auditor on the consolidated financial statements 74 37 BSI – Group financial statements Consolidated balance sheet as of 31 December 2014 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % Cash and cash equivalents 2’978’959 5’851’944 -49.1 Money market paper 2’344’818 2’271’822 3.2 Due from banks 2’811’877 2’593’366 8.4 173’314 155’776 11.3 16.4 Notes Assets of which due from reverse repo transactions Due from customers 3.1 7’333’146 6’301’043 Mortgage loans 3.1 4’334’721 4’019’905 7.8 Securities and precious metals held for trading 3.2 1’264’425 1’363’932 -7.3 Financial investments 3.3, 3.8 1’649’631 1’407’290 17.2 3.4, 3.6, 3.7 47’826 54’727 -12.6 Fixed assets 3.7 361’112 375’008 -3.7 Intangible assets 3.7 11’363 8’141 39.6 67’869 79’782 -14.9 3.18 789’672 544’383 45.1 23’995’419 24’871’343 -3.5 Total subordinated assets 67’888 62’371 8.8 Total amounts receivable from non-consolidated participations and qualified shareholders 22’452 20’492 9.6 Non-consolidated participations Accrued income and prepaid expenses Other assets Total assets Liabilities Money market paper liabilities 4’417 2’240 97.2 Due to banks 740’791 524’094 41.3 Due to customers in savings and investment accounts 633’983 554’873 14.3 19’450’257 21’068’976 -7.7 659’510 898’658 -26.6 800 -100.0 99’036 89’015 11.3 242’573 196’840 23.2 54.2 Due to customers, other 3.17 of which due from the trading portfolio Medium-term notes 3.17 Loans with issuers of property bonds and other 3.17 Accrued expenses and deferred income Other liabilities 3.18 863’300 559’682 Value adjustments and provisions 3.10 288’084 153’928 87.2 Reserves for general banking risks 3.10, 3.11 85’689 146’152 -41.4 Share capital 3.11 1’840’000 1’840’000 Capital reserve 3.11 Reserve and retained earnings 3.11 of which minority interests -254’958 145’200 -100.0 311’498 -181.8 1 Net result for the year Total liabilities Total subordinated liabilities Total liabilities to non-consolidated participations and qualified shareholders 100.0 2’247 -721’955 100.3 23’995’419 24’871’343 -3.5 116’984 118’527 -1.3 45’729 22’321 104.9 Off-balance sheet business Contingent liabilities 3.1, 4.1 2’134’081 2’140’989 -0.3 Irrevocable commitments 3.1, 4.5 161’048 128’844 25.0 Contingent liabilities for calls and margin liabilities 3.1 3’066 654 368.8 3.1, 4.6 2’775 5’719 -51.5 Positive replacement value 3.18, 4.2 691’718 434’720 59.1 Negative replacement value 3.18, 4.2 738’399 466’124 58.4 4.2 46’686’890 43’023’066 8.5 4.3 1’945’743 1’728’535 12.6 Loan commitments Derivative financial instruments Contract volumes Fiduciary transactions 38 BSI – Group financial statements Consolidated profit and loss statement 2014 2014 2013 Change Notes CHF 1’000 CHF 1’000 in % 5.1 205’386 202’950 1.2 12’143 10’389 16.9 -20’554 -22’195 -7.4 196’975 191’144 3.1 -2.4 Income and expenses from ordinary banking operations Interest and discount income Interest and dividend income from financial investments Interest expenses Result from interest activities Commission income from lending activities Commission income from securities and investment transactions Commission income from other services Commission expenses Result from commission and service fee activities Result from trading operations 5.2 Result from the sales of financial investments 8’697 8’915 529’080 513’190 3.1 74’904 78’644 -4.8 -99’826 -96’661 3.3 512’855 504’088 1.7 149’316 148’103 0.8 204 465 -56.1 9’293 18’859 -50.7 of which from participations consolidated using the equity method 8’094 11’640 -30.5 of which from non-consolidated participations 1’199 7’219 -83.4 Net income from real estate 2’591 3’143 -17.6 Other ordinary income 2’875 3’738 -23.1 -2’674 -6’470 -58.7 12’289 19’735 -37.7 871’435 863’070 1.0 Income from participations Other ordinary expenses Other ordinary result Net operating result Personnel expenses 5.3 -426’403 -424’808 0.4 Other operating expenses 5.4 -272’254 -241’702 12.6 -698’657 -666’510 4.8 172’778 196’560 -12.1 Operating expenses Gross profit 5.5 Net result for the year Gross profit Depreciation of fixed assets Value adjustments, provisions and losses 172’778 196’560 -12.1 3.7 -42’310 -796’301 -94.7 3.10 -193’615 -144’658 33.8 -63’147 -744’399 -91.5 Result before extraordinary items and taxes Extraordinary income 5.6 82’626 89’686 -7.9 Extraordinary expenses 5.6 -4’052 -49’931 -91.9 Taxes 5.7 -13’180 -17’311 -23.9 2’247 -721’955 100.3 Net result for the year 39 BSI – Group financial statements Consolidated cash flow statement 2014 2014 2013 Sources of cash Uses of cash Sources of cash Uses of cash CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 Cash flow provided by operating activities (internal financing) Net result for the year Depreciation of fixed assets Value adjustments and provisions 2’247 721’955 42’310 796’301 134’156 109’261 Accrued income and prepaid expenses 11’913 Accrued expenses and deferred income 45’733 Other items 58’329 11’328 8’345 35’134 Dividend Subtotal 30’000 294’688 115’490 Cash flow provided by equity transactions Reserves for general banking risks Translation differences arising from profit consolidation 60’303 3’541 10’139 Subtotal 6’806 50’164 3’265 3’235 2’416 22’639 25’417 Cash flow provided by changes in fixed assets and in participations Participations 5’829 Real estate Other fixed assets Intangible assets Subtotal Total 98 4’690 1’484 24’735 29’415 219’789 82’810 18’391 109’804 Cash flow provided by banking activities Medium- and long-term activities ( > 1 year) Due to customers Medium-term notes 800 Loans with issuers of property bonds and other 2’560 Due from banks Due from customers Mortgage loans 46’076 31’634 123’618 441’978 45’653 Financial investments 179’835 132’534 62’945 Short-term activities Money market paper liabilities Due to banks Savings and investment accounts 2’177 168 216’697 570’505 79’110 Due to customers Medium-term notes Loans with issuers of property bonds and other 61’534 1’637’110 1’549’329 800 571 10’021 Money market papers 72’996 681’222 Due from banks 172’435 1’053’720 Due from customers 908’485 314’063 Mortgage loans 269’163 Securities and precious metals held for trading 99’507 Financial investments Cash and cash equivalents Total 40 397’047 367’980 62’506 2’872’985 329’676 1’961’856 219’789 82’810 BSI – Group financial statements Notes to the 2014 Group financial statements 1. Commentaries regarding the Group’s business activities The following notes refer to the situation as at 31 December 2014. General information The Group’s Parent Bank, BSI Ltd., is based in Lugano and operates in Switzerland and internationally through a network of nine branches (Bellinzona, Chiasso, Geneva, Locarno, Lausanne, Zurich, Bahrain, Hong Kong and Nassau), one agency (Crans-Montana) three representative offices (Istanbul, Montevideo and Panama), five banks (Luxembourg, Monte Carlo, Nassau, Panama and Singapore) and affiliated companies. For the scope of consolidation and the major non-consolidated holdings, please see tables 3.5 and 3.6. BSI Ltd. is wholly owned by Assicurazioni Generali SpA, Trieste, through its direct associated company Participatie Maatschappij Graafschap Holland N.V., Diemen (NL). The principal activity of the BSI Group The BSI Group is active primarily in asset management for private and institutional clients and the operations closely related to it such as investment funds, the placing of fiduciary deposits and trading in securities, precious metals and foreign exchange. The Group also offers its clients credit services. BSI Ltd. carries out trading in currencies and securities (shares, bonds and derivatives), including own account trading and third-party trading within pre-defined limits. BSI Ltd. also performs issuing activities and acts as a market maker. Balance sheet transactions Balance sheet transactions have a complementary role. They account for 22.6% of the Group’s net operating result (2013: 22.1%). Lending activities mainly involve the granting of Lombard loans, loans largely covered by guarantees and mortgages, and unsecured loans. Overall, secured loans account for 94.0% of total loans (2013: 93.8%). Bank deposits are made only at leading Swiss or OECD country institutions. BSI Ltd. holds a bond portfolio, booked as “Financial investments”, as a medium- to long- term investment. Headcount At the end of 2014 the Group had 1,927.95 full-time equivalent (FTE) employees (2013: 1,989.45), of whom 647.50 were employed abroad (2013: 654.20). The Parent Bank had 1,340.15 full-time equivalent employees (2013: 1,378.75), of whom 110 were employed abroad. Control and risk management Principles Risk management forms an integral part of the corporate policy of the BSI Group. In compliance with Swiss and international laws and regulations, the Bank has established a structure for monitoring and managing risks for the BSI Group. Structure and responsibilities The Bank’s internal control and risk management structure adequately reflects the size and complexity of the business the Bank conducts. This structure includes processes and controls that ensure the delegation of authorities and the segregation of critical functions. The Board of Directors monitors whether the Bank has a clear global risk management process. It approves risk policies and limits and is informed quarterly in writing of the situation with respect to risks for the BSI Group. As part of its monitoring and control duties, the Board of Directors appoints an Audit & Risk Committee to assist in supervising and assessing the integrity of the annual accounts, the compliance with legal and regulatory requirements, the effectiveness of the internal and external audits, and the adequacy and effectiveness of the control system of BSI Ltd. and the Group. The Group Executive Board is responsible for implementing the risk management process for the entire banking organisation. It defines the principles, risk strategies and policies, global limits and performance of the powers assigned by the Board of Directors. To ensure that risk is managed effectively, the Group Executive Board has set up various Committees with specific responsibilities relating to the management of credit risks, counterparty risks, market risks, liquidity risks, operational risks and compliance risks. The members of the Group Executive Board are generally members of the various Committees, which are made up of risk management experts for the Bank’s various areas of business. Risk Management, in cooperation with the control units of the Bank’s various business areas, conducts various controls independent of the line. The control units intervene directly in cases of non-compliance with limits, and they periodically inform Risk Management of the current status of risks over which they have authority. 41 BSI – Group financial statements Risk Management analyses the risk data and information at Group level, consolidates them and produces a quarterly Global Risk Report for the attention of the Group Executive Board and the Board of Directors. The Legal & Compliance unit is responsible for managing legal and reputational risks and for ensuring that the BSI Group complies with regulatory and legal requirements. Balance sheet guidelines The Bank has a reference model for managing the consolidated balance sheet, approved by the Board of Directors and Group Executive Board. The reference model explicitly sets the risk appetite and the guidelines for the trend in the principal asset and liability items on the basis of solvency, liquidity, risk and profitability. In particular, within the balance sheet guidelines the Bank has defined some measures which have allowed it to improve the level of solvency and to mitigate and optimise the risk exposure. Credit risks Credit risk is the risk that a counterparty’s creditworthiness deteriorates and the counterparty becomes insolvent or does not pay back its liabilities. Credit risk also includes other risk categories such as counterparty risk, delivery risk, concentration risk and country risk. Credit risks are present in interbank portfolios and in the Bank’s own portfolios as well as in client loan portfolios. The Bank has set out various internal policies that define the principles for managing risk, the rules for calculating and limiting risk, the responsibilities for authorising credit lines and overdrafts, and the reports to be submitted to the managing bodies and the Board of Directors. In particular, the Bank has a “Credit Policy” which defines the principles for regulating risk on the portfolio of credits due from private clients, the calculation rules and the risk appetite for each type of credit. The Bank creates provisions for credits that could generate a financial loss. The Credit Office ensures centralised administration at Group level, monitoring all consolidated positions and managing control processes. Two specific committees exist on a higher decision level: the Credit Committee, which is responsible for loans to private and institutional clients, and the Banks and Brokers Committee, which is responsible for counterparty risk (for states, banks, brokers, custodian banks and correspondent banks). The analysis, control and management of portfolio credit risks are the responsibility of the Financial Risks & Capital Allocation Committee (FinRisk). 42 The Bank measures and checks credit risk every day. Using a limit system, it defines the maximum levels of risk acceptable with respect to groups of counterparties and checks that the regulatory requirements on high risks are observed. The independent control is carried out by the Credit Office unit, both at the consolidated level and at the Bank and the main affiliates. In its lending to clients, the Bank aims to diversify risks and maximise the risk-return ratio. To this end, the Bank uses internal models to assess credit risk. The client loans portfolio is primarily made up of loans guaranteed by pledges on assets or securities as well as mortgage loans, especially for residential property in Switzerland, Singapore and London. The Bank applies internal policies that govern the lending values of guarantees to these loan categories, in accordance with the principles of prudence. Exceptions to the policies are submitted and approved by the Board of Directors. Trade credits are a secondary part of the loan portfolio, as are credits connected to trade finance operations and to the financing of public bodies. The Bank has maintained a cautious approach to the credit risk in the interbank portfolio, placing particular attention on the selection and diversification of bank counterparties and issuers, including government issuers, and keeping the duration of exposures lower than 12 months. The Bank has a “Country Risk Policy” (relating to the risk on balance sheet assets) and the country exposure is decided on the basis of the approach of the “final risk”: if there are forms of cover (pledges, mortgages, guarantees) the domicile of the cover is taken into consideration rather than the debtor’s domicile. The Bank maintained a close watch on country risk in 2014 and adopted various measures for limiting its exposures to high-risk countries. Market risk Market risk is the risk of losses arising from unexpected changes in interest rates, exchange rates, share prices or the prices of precious metals and commodities, as well as the corresponding expected volatility. Market risk can have an impact on the Bank’s profit and loss statement and the value of its assets. Risks related to the balance sheet structure (interest rate and exchange rate) are managed by the FinRisk and monitored by Risk Management, in accordance with the principles and maximum limits stipulated in the “Market risk policy – balance sheet/ALM”. In the case of Asset & Liability Management (ALM), derivative products are also used. Positions without known maturities are replicated on the basis of historical analyses. The FinRisk Committee is also re- BSI – Group financial statements sponsible for managing credit risks and allocating capital for the Bank’s various balance sheet activities. The Bank carries out trading operations both for its clients and on its own account using all financial products and their derivatives. The trading portfolio is governed by a “Market Risk Policy – Trading”, which defines the organisational structure, responsibilities, limit systems and maximum acceptable risk. The Proprietary Trading Committee is responsible for managing and monitoring market risk related to trading activities, based on the restrictions set by the FinRisk Committee. In addition to its trading portfolio, the Bank has an investment portfolio, which allows it to diversify balance sheet assets and to optimise any excess liquidity. The investment portfolio is divided into a range of portfolios on the basis of the type of product and strategy. The risks of the investment portfolio are managed by the Investment Proprietary Committee, which operates on the basis of restrictions set by the FinRisk Committee and the “Market Risk Policy – Investments”. Liquidity risks Liquidity risks arise when financing becomes difficult or costly due to market liquidity crises or reputational problems. Liquidity risks also arise when it is difficult to meet the Bank liabilities in a timely fashion due to the lack of very liquid assets. Liquidity risks are managed by the FinRisk Committee, which assigns the operational management to Treasury and the control to Risk Management. The Bank has a “Liquidity Risk Policy” which defines the risk governance principles, the calculation rules and the respective limits which take account of the new qualitative and quantitative requirements of the Basel III regulatory context. In its balance sheet management guidelines, the Bank has also adopted the defined indicators of the new Basel III international framework for liquidity risk management. The indicators cover two separate but complementary objectives. The aim of the first indicator, the Liquidity Coverage Ratio, is to increase the short-term resilience of the liquidity risk profile, thereby ensuring that there are sufficient high-quality liquid assets to cover an acute stress situation over one month. The second indicator, the Net Stable Funding Ratio, has a longer-term time horizon and aims to guarantee that assets and liabilities are composed sustainably in terms of maturities. Operational risks and internal controls Operational risk is the risk of direct or indirect losses resulting from inadequate or failed internal processes, people and systems or from external events. The operational risks include compliance and legal risks, but exclude strategic, business and reputational risks. The management of operational risks at BSI is the task of Risk Management. It is based primarily on the collection and central analysis of operational losses, the identification and analysis of risks inherent in processes through Risk & Control Self-Assessment, and the management of corrective measures. The Bank creates provisions for events that could generate a financial loss. The heads of the different areas of the Bank have selected risk indicators, which are used and monitored in order to identify any increase in the level of risk within the Bank with a certain amount of advance. Some risk and compliance elements are also used for the annual evaluation of staff in private banking areas, through an individual and team risk score card. The Operational Risk and Compliance Committee governs the management of operational and compliance risks and coordinates the implementation of strategies for managing and mitigating operational and compliance risk. The Bank’s risk mitigation controls have a three-defence lines structure. –The first line of defence consists of the direct checks which are intrinsic to undertaking operations, as well as the checks undertaken by independent units. The former aim to guarantee the correct undertaking of operations, the later monitor and guarantee the correct undertaking of operations by the operational units. – The second line of defence under Risk Management and Global Compliance consists of the targeted checks aimed at verifying the correct implementation and effectiveness of the checks of the first line of defence. The results of the checks are reported to the Group Executive Board. – The third line of defence is an independent check undertaken by the Group Internal Audit, which reports directly to the Board of Directors. The status and outcome of the main operational checks at BSI are reported each quarter in the Global Control Report, for the attention of the Group Executive Board, the Audit & Risk Committee and the Board of Directors. 43 BSI – Group financial statements Processing of clients’ electronic data The processing of clients’ electronic data (Client Identifying Data, CID) is defined as any type of information which is saved electronically and which, directly or in combination with other information, can enable the identity of a client to be deduced. The Bank has implemented a governance structure for the handling of CID at Group level, based on the “need-to-know” principle, where access to information is guaranteed only for operational business reasons and is periodically reviewed. The governance structure defines rules, responsibilities and internal checks to maintain an adequate security level for the CID. It includes procedures for the selection, monitoring and training of staff with access to the CID. The location used to store CID lists, the IT systems which use the CID and staff of the Bank or of third parties who have access to the CID are also an integral part of the governance structure. The Bank has defined a procedure for the management, monitoring and mitigation of the additional risks caused by critical situations, including increasing security measures. Stress testing “Stress testing” indicates a series of qualitative and quantitative techniques with which the Bank assesses its vulnerability to exceptional but still plausible events. Stress testing techniques are an instrument which is complementary to other Risk Management approaches and measures. These techniques help better define the Bank’s risk profile, assess the adequacy of the limits, check the accuracy of the risk evaluation models, the robustness of the hypotheses on correlations and the effectiveness of the risk attenuation and mitigation systems. Risk Management regularly carries out systematic stress tests on the main portfolios and activities of the Bank to assess the robustness of the risk limits, the adequacy of the capital, and the liquidity reserves overall. The stress scenarios are regularly reviewed, updated or concluded by Risk Management, on the basis of the trend in risk factors (prices, volatility, exchange rates, interest rates, etc.) and the macroeconomic situation. 44 Main risks During 2014, the Bank’s Board of Directors carried out an internal assessment of the main risks, among which the following should be noted: – Compliance risk: risks linked to the “regularisation” of customers’ assets and cross-border activities; – Credit risk: risk of bankruptcy of a counterparty and risk of default of an issuer; – Operational risk: risks linked to information technology, internal and external fraud and eligibility and conduct risks; – Balance sheet risk: market risks (interest rate and exchange rate risks) and liquidity risks and their impact on the balance sheet and the profit and loss statement; – Strategic risk: risks of inadequate management of capital, with possible impact on the growth of assets; risk of increased erosion of margins following changes in the business model and changes in the regulatory framework. Capital Adequacy As at the end of 2014, the BSI Group and the Bank respected the limits specified by the Ordinance on Capital Adequacy (CAO) with respect to minimum capital and risk concentration. Quantitative data on capital and credit risk are provided in the attached tables 6.1-6.6. On the basis of FINMA Circular 2011/2 on capital buffers and capital planning, and in consideration of the size and the risks to which the Bank and the BSI Group are respectively exposed, the Bank is in category 3 and so the minimum target for own capital is set at 12.0%. At the end of 2014, for the BSI Group the Total Capital Ratio was 17.1% (table 6.1) and the ratio of own funds available to own funds required was 216.0% (table 6.2). Additional information about the calculation methods used by the Bank is provided below. Credit risk In order to calculate its requirements of own capital for credit risk, the Bank applies the approach defined as ASBRI (Standard International Approach). This approach is based on ratings provided by external agencies recognised by FINMA. In particular, the Bank uses the ratings provided by Standard & Poor’s and Moody’s to assess the quality of counterparties and the ratings provided by Standard & Poor’s and Moody’s for credit instruments. Off-balance sheet positions in derivatives are calculated as credit equivalents using the market value method (art. 57 CAO). The Bank also applies the “comprehensive” approach to transactions with financial collateral (art. 62 CAO). At 31 December 2014 these credit risk requirements totalled around 31% of the available eligible capital. BSI – Group financial statements Non-Counterparty risk As at 31 December 2014, these requirements amount to around 1.7% of the available eligible capital. Market risk The Bank applies the standard method to the calculation of capital requirements for market risk, as defined by the FINMA Circular 2008/20 (art. 84 CAO). As at 31 December 2014, these requirements amount to around 7.3% of the available eligible capital. Operating risk To calculate the regulatory requirement for operating risks, the Bank uses the standard method, weighting gross revenues with factors varying from 12.0% to 18.0%, depending on the business lines in question, as defined in the FINMA Circular 2008/21. As at 31 December 2014, the regulatory capital for the BSI Group’s operating risks amounted to around CHF 109 million, which is about 6.3% of the available eligible capital. In accordance with the Programme, the NPA requires the Bank to continue cooperating with the DOJ throughout the term of the agreement, which is four years, in compliance with the Programme and Swiss laws. Outsourcing BSI outsources the management, development and maintenance of its information technology environment and back-office activities to B-Source SA, a service provider in which BSI holds a 49% stake. BSI Ltd. outsources the management of hedge fund products to Thalìa SA, in which BSI has a 35% stake. BSI Ltd. has also outsourced to Finaclear AG part of the administrative and IT services tasks for some specific products (Genera products). The Bank complies with the legal provisions on outsourcing contained in FINMA Circular 2008/7. Value added tax (VAT) The Bank belongs to the VAT group of Generali Personenversicherungen AG and is thus jointly and severally liable for commitments arising from this tax. Legal and compliance risk The Legal & Compliance unit is responsible for managing legal risks and ensuring that the BSI Group complies with regulatory and legal requirements. Legal risk can be divided into (a) the risk that the BSI Group, or someone acting on its behalf, fails to meet an obligation owed to a third party or fails to respect the rights of a third party, and (b) the risk of financial or other loss or injury resulting from the BSI Group not being able to enforce its rights and claims against third parties. Regulatory and compliance risk is defined as the risk of financial, reputational or other loss or injury resulting from a breach of applicable laws and regulations or the departure from internal or external codes of conduct or market practice. As part of the so-called “Programme for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks” (the “DOJ Programme”), on 30 March 2015, BSI entered into a Non-Prosecution Agreement (NPA) with the US Department of Justice (DOJ). Through the NPA, BSI settled claims with the DOJ arising from its US legacy for private banking operations, paying 211 million dollars. For said amount, the Bank booked the necessary provisions. 45 BSI – Group financial statements 2. Accounting and valuation principles General principles The accounting, balance sheet entry and valuation criteria conform to the provisions of the Swiss Code of Obligations, the Swiss Banking Law and the directives of the Swiss Financial Market Supervisory Authority FINMA. The Group accounts show a true and fair view of the Bank’s asset, financial and economic situation. Recording of transactions All transactions are recorded in the books of Group companies on the execution date. Transactions with future execution date are recorded in the balance sheet, except for BSI Monaco SAM, for which they are booked in accordance with the value date principle. Scope of consolidation The Bank fully consolidates all the companies operating in the banking and finance sector in which it directly or indirectly holds most of the votes or the capital (50%). Special purpose entities (SPE) in which the Bank does not hold the majority of votes or capital are fully consolidated if circumstances indicate a business relationship in which the Bank controls the majority of the profit of the entity or the risks connected to the entity’s activities. A list of fully consolidated participations, participations entered in the balance sheet in accordance with the equity principle, relevant participations entered in the balance sheet at the purchase value minus the necessary amortisation and depreciation, and changes to the scope of consolidation are shown in tables 3.5 and 3.6. Consolidation method The capital of the companies involved in banking and finance in which BSI Ltd. has a direct or indirect majority of the voting rights or capital is fully consolidated in accordance with the purchase method. The purchase price is offset against the market value of the assets at the time of acquisition. The resulting difference from the first consolidation is entered in the balance sheet under “Intangible assets” and amortised in compliance with FINMA’s accounting provisions. Participations between 20% and 50% are consolidated at equity and are shown in the balance sheet with the net asset value for the Bank’s share. Minor companies and companies held with a view to a subsequent sale are entered in the balance sheet at their purchase price after deduction of the necessary depreciation. Group-internal transactions and related internal profits are eliminated. Conversion of currency Foreign currency transactions are recorded at the exchange rate of the trade date. Profits or losses arising from revaluations are recorded into the profit and loss account. Foreign currency denominated balance sheet items are converted into Swiss francs at the rate of the balance sheet closing date. Foreign currency denominated profit and loss items of Group companies are converted into Swiss francs at the average exchange rate for the year. Conversion differences are booked directly within the consolidated shareholders’ equity. Closing rate Denomination Currency 1 USD Annual average rate 31.12.2014 31.12.2013 2014 2013 0.990 0.890 0.920 0.923 1 EUR 1.202 1.228 1.213 1.229 100 JPY 0.828 0.848 0.864 0.946 1 GBP 1.544 1.472 1.511 1.446 46 BSI – Group financial statements Cash and cash equivalents, money market papers, due from banks and liabilities These items are recorded in the balance sheet at the nominal value or purchase cost less any adjustments for doubtful debts. Any discounts are recorded in the appropriate liabilities items. Due from customers and mortgage loans Due from customers and mortgage loans are recorded in the balance sheet at their nominal value. Loans for which the debtors or guarantors are unlikely to meet their future obligations are considered by the Bank to be non-performing loans. A loan is therefore deemed to be non-performing if certain indicators show that the capital and/or interest due in accordance with the contract will probably not be paid. Non-performing loans are valued individually, and specific value adjustments are booked to cover the identified value losses. The Bank creates provisions for the interest on the credit positions for which clients have not respected the contractual terms for more than 90 days. Off-balance sheet liabilities such as guarantees and derivatives are also considered in this valuation. The Bank determines the provisions’ amounts based on the liquidation value of the collaterals. Provisions are created for non-performing interest in accordance with the rule described above and directly deducted from the corresponding items under “Assets”. Loans are no longer considered non-performing if the amount due (interest and principal) is fully settled, the contractual obligations are re-established and the solvency criteria are fulfilled. Loans are amortised by debiting the corresponding individual provisions if the loans are considered entirely or partially impaired or if the decision is taken not to recover them. Securities lending and borrowing Securities lending and borrowing operations for which the Bank acts as principal are shown in the notes to the annual accounts. The commissions collected and paid for these transactions are booked in the corresponding items of the profit and loss statement. Repo and reverse repo transactions These transactions are booked as loans collateralised with securities or secured with pledged securities accounts. They are entered under “Due from / to banks” and valued at their nominal value. Interest amounts collected or paid are recorded in the corresponding items of the profit and loss account. Securities and precious metals held for trading Securities and metals held by the Bank for trading are revalued at market price on the balance sheet date. The result of the revaluation is entered in the profit and loss account under “Results from trading operations”. Any relevant accrued interest and dividends are reported as “Results from trading operations”, minus any financing costs, which are recorded as “Result from interest activities”. Financial investments The balance sheet value of securities purchased as longterm investments is calculated according to the following principles: – Debt securities intended to be held to maturity are valued at the purchase price. If the purchase was made at a price other than at par, the premium or discount is spread over the residual term to maturity and debited or credited to “Interests and dividend income from financial investments”; – Debt securities which are not intended to be held until maturity and shares are booked at the lower of purchase price and market value. Any value adjustments are recorded as “Sundry ordinary expenses”. In the event of a recovery in market value, shares are revalued to the extent that their revalued amount does not exceed the purchase price. Such revalued amounts are posted to “Sundry ordinary income”. Properties that have been acquired as a result of lending transactions and are intended to be sold are booked under this item and valued at the lower of purchase price and sale price. The result deriving from the securities related to this asset item are entered under “Interest and dividend income from financial investments”. 47 BSI – Group financial statements Non-consolidated participations Minority participations between 20% and 50% in the banking and finance sector are entered in the balance sheet in accordance with the equity method. Companies in which the Bank has a participation of less than 20% or whose size or activities do not have a significant influence on the Bank are valued at purchase price, minus the required depreciation. Intangible assets The BSI Group has been applying FINMA’s new accounting guidelines since 2013. The amortisation period was shortened to a maximum of 5 years. The current value is revised every year. If this valuation identifies a change in useful life or a fall in value, the residual accounting value is amortised in accordance with a plan corresponding to the new useful life. Accruals and deferrals Interest income, interest expenses and all other income and expenses not settled during the accounting period are accrued or prepaid in order to match the correct profit and loss period. Pension plans The accounting treatment complies with Swiss GAAP ARR 16 relating to the presentation of accounts. Further details are provided in table 3.9 in the notes to the Group accounts. Fixed assets Fixed asset acquisitions are capitalised and valued at their purchase price, if their intended use is for more than one accounting period and their purchase price exceeds a minimum of CHF 5,000. Any new investment in already existing fixed assets is capitalised if it leads to permanent increases in the market value or significant lengthening in the useful life of such assets. Thereafter, fixed assets are recorded at their purchase cost less accumulated depreciation. Depreciation is calculated on the basis of assets’ expected useful lives. Fixed assets are reviewed annually for any impairments in value: if such analysis shows the need to shorten the depreciation period or to decrease the value, the rates of depreciation are adjusted or an extraordinary depreciation charge is booked in the profit and loss statement. Profits realised on the sale of fixed assets are booked as “Extraordinary income” and losses as “Extraordinary expenses”. Taxes Taxes relating to the current accounting period are estimated in accordance with local tax legislation and recorded as costs for the period to which they relate. Direct taxes on current year profits payable, but not yet paid, are recorded as “Accrued expenses”. Provisions for deferred taxation relating to any future release of amounts from the reserve for general banking risks are reported as “Value adjustments and provisions”. Tax credits on tax losses carried forward are entered in the balance sheet in the item “Other assets” up to an amount calculated based on the profits forecast for a maximum period of three years. The accounting treatment is in compliance with Swiss GAAP ARR 11 relating to the presentation of accounts. Asset Duration of use Bank premises 50 years Structural renovation of premises 10 years Internal restructuring or improvements (own property) 5 years Internal restructuring or improvements (third-party property) 5 years1 Furnishings 10 years Miscellaneous non-IT installations and vehicles 5 years Hardware and software In accordance with expected useful life Special projects In accordance with expected useful life Duration of the rental contract. 1 48 Value adjustments and provisions Specific provisions and value adjustments are made with respect to all identified risks in accordance with the principle of prudence. The value of such items is deducted from the balance sheet assets to which they relate. Value adjustments and provisions proving to be financially unnecessary during the financial year are released and credited to the profit and loss statement. Provisions for latent risk or other risks are booked as liabilities in the balance sheet under “Value adjustments and provisions”. BSI – Group financial statements Reserves for general banking risks This item was created in accordance with FINMA directives on the presentation of accounts. Movements in the reserves for general banking risks are posted to “Extraordinary income” or “Extraordinary expenses”. Contingent liabilities, irrevocable commitments, contingent liabilities for calls and margin liabilities Off-balance sheet items are stated at nominal value. Any provisions for identified risks are included under “Value adjustments and provisions”. A guarantee is in place to the government of Singapore for the business operations conducted by the subsidiary BSI Bank Ltd., Singapore. Following the application of the banking agreement on deposit guarantees, the Bank has an irrevocable commitment in respect of privileged deposits. Derivative financial instruments Derivative financial instruments are normally treated as trading operations with the exception of the transactions described in the following paragraphs. Replacement values For over the counter transactions (OTC), replacement values are recorded in the balance sheet as “Other assets” if positive and as “Other liabilities” if negative. In either case, gains or losses are recorded in the Bank’s profit and loss statement as “Results from trading operations”. Client assets The value of client assets under management is calculated with reference to the total value of all client positions at year end. Fund units held by the Bank’s clients are double counted: once as units held by clients and again as funds under management. Any funds held by correspondent banks and brokers are excluded as are securities belonging to the Group. Funds managed by the Group but deposited at third party banks are also included. Events following the balance sheet date After the balance sheet date, no event took place that would lead to a correction of the financial statements. Trading transactions They are periodically valued with reference to market or trading prices or, alternatively, are based on calculations entailing the discounted future cash flows or option pricing models. Hedging transactions The Bank uses derivative financial products for asset and liability management (ALM) purposes. Hedges and their underlying positions are valued in the same way. Any net income earned on these transactions is credited to the same item as income arising from the hedged transactions. The Bank enters into global hedge transactions with respect to interest rate risk. Profits on these transactions are accrued as interest income. Accrued interests payable and receivable are recorded in the balance sheet under “Other liabilities” and “Other assets”. Positive and negative replacement values in connection with hedges are also recorded under “Other assets” and “Other liabilities”. The use of derivatives for ALM purposes is documented together with the objectives and strategies employed and kept on file until such time as the transactions expire. The effectiveness of the hedge is periodically controlled. Whenever the value of a hedge exceeds the value of the hedged item, the excess is treated as a normal trading position. 49 BSI – Group financial statements 3. Information on the balance sheet 3.1 Breakdown of loan collateral and off-balance-sheet business Type of collateral Secured by mortgage Other collateral Unsecured Total CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 Loans Due from customers 493’323 6’145’485 694’338 7’333’146 4’250’138 75’303 9’280 4’334’721 3’540’349 11’341 713 3’552’403 618’188 4’516 4’271 626’975 91’600 59’447 4’296 155’343 4’743’461 6’220’788 703’618 11’667’867 4’173’926 5’505’762 641’260 10’320’948 21’151 424’037 1’688’893 2’134’081 125’693 1’367 33’988 161’048 Contingent liabilities for calls and margin liabilities 3’066 3’066 Loan commitments 2’775 2’775 Mortgage loans Residential properties Commercial and industrial properties Other Total at 31.12.2014 31.12.2013 Off-balance sheet business Contingent liabilities Irrevocable commitments Total at 31.12.2014 31.12.2013 146’844 425’404 1’728’722 2’300’970 4’729 423’849 1’847’628 2’276’206 Estimated realisable value Gross of guarantees amount received Net amount Individual specific provisions Impaired loans Total at 31.12.2014 168’513 67’492 101’021 100’482 31.12.2013 202’097 82’122 119’975 118’522 50 BSI – Group financial statements 3.2 Securities and precious metals held for trading 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 Debt securities 557’848 637’184 listed 545’569 627’193 Securities and precious metals held for trading unlisted Equities Precious metals Total of which eligible as repurchase transactions in compliance with the liquidity regulations 12’279 9’991 327’941 337’031 378’636 389’717 1’264’425 1’363’932 13’229 21’252 3.3 Financial investments Book value Financial investments of which valued on an accrual basis of which valued according to the lower value principle Equities of which qualified participations 1 Precious metals Real estate Total of which eligible as repurchase transactions in compliance with the liquidity regulations Market value 31.12.2014 31.12.2013 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 1’403’583 1’200’924 1’431’116 1’225’010 1’402’344 1’199’716 1’429’875 1’223’802 1’239 1’208 1’241 1’208 29’141 29’346 29’934 29’867 17’967 16’907 17’967 16’907 204’689 166’016 204’689 166’016 12’218 11’004 12’218 11’520 1’649’631 1’407’290 1’677’957 1’432’413 785’580 854’579 – – 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 At least 10% of capital or votes. 1 3.4 Non-consolidated participations Without market value 47’826 54’727 Total 47’826 54’727 51 BSI – Group financial statements 3.5 Information on relevant participations 3.5.1 Scope of consolidation Business Share capital 31.12.2014 31.12.2013 Change million participation in % participation in % participation in % 100.00 -100.00 A. Fully consolidated participations Anderfin SA, Lugano Asset management company CHF BSI Bank Ltd., Singapore Bank USD 214.00 100.00 BSI Bank (Panama) SA, Panama Bank USD 10.00 100.00 BSI Investment Advisors (Panama) Inc., Panama Investment company USD 0.41 100.00 100.00 BSI Europe SA, Luxembourg Bank EUR 35.40 100.00 100.00 EUR 2.50 100.00 EUR 15.00 100.00 BSI Fund Management SA, Luxembourg Fund management company BSI Monaco SAM, Monte Carlo Bank BSI Asset Managers SAM, Monte Carlo Asset management company 0.10 1 100.00 100.00 100.00 100.00 EUR 2.00 99.98 99.98 USD 10.00 100.00 100.00 USD 1.00 1 100.00 -100.00 Investment company USD 0.01 1 100.00 -100.00 BSI Trust Corporation (Malta) Ltd., La Valletta Trust company EUR 0.05 100.00 100.00 EOS Servizi Fiduciari SpA, Milan Fiduciary company EUR 4.25 100.00 100.00 Oudart SA, Paris Asset management company EUR 5.50 100.00 100.00 Oudart Gestion SA, Paris Asset management company EUR 1.00 100.00 100.00 Oudart Patrimoine SARL, Paris Asset management company EUR 0.06 100.00 100.00 Solidia Finance et Patrimoine SA, Paris Asset management company EUR 0.31 2 Patrimony 1873 SA, Lugano Asset management company CHF 5.00 Thalìa SA, Lugano 3 Investment company CHF 2.00 1 BSI Overseas (Bahamas) Ltd., Nassau Bank BSI Trust Corporation (Bahamas) Ltd., Nassau Trust company Alpine Services Ltd., Nassau 100.00 100.00 -100.00 100.00 100.00 -100.00 B. Participations valued at equity Atacama Investments Ltd., British Virgin Islands Investment company USD 0.09 44.16 44.16 B-Source SA, Bioggio Systems development and business operations CHF 2.40 49.00 49.00 Cross Factor SpA, Milan Investment company EUR 1.03 20.00 20.00 Thalìa SA, Lugano 3 Investment company CHF 2.00 35.00 Share capital at the time the sale or the demerger took place. 1 2 3 Share capital at the time of integration. Valued at equity as of 01.06.2014. 52 35.00 BSI – Group financial statements 3.5.2 Changes to the scope of consolidation Participations new to the scope of consolidation BSI Bank (Panama) SA, Panama BSI Fund Management SA, Luxembourg Participations no longer in the scope of consolidation Anderfin SA, Lugano: in liquidation Alpine Services Ltd., Nassau: sold BSI Trust Corporation (Bahamas) Ltd., Nassau: sold Solidia Finance et Patrimoine SA, Paris: integrated in Oudart Patrimoine SARL, Paris, effective on 01.01.2014 Changes to participations percentage Thalìa SA, Lugano: participation reduction from 100% to 35% Participation valued at equity for the first time Thalìa SA, Lugano Capital increase BSI Bank (Panama) SA, Panama: capital increase from USD 6.5 mln to USD 10.0 mln BSI Europe SA, Luxembourg: capital increase from EUR 31.47 mln to EUR 35.40 mln EOS Servizi Fiduciari SpA, Milan: capital increase from EUR 0.75 mln to EUR 4.25 mln Oudart Patrimoine SARL, Paris: capital increase from EUR 0.04 mln to EUR 0.06 mln Reduction of capital Thalìa SA, Lugano: reduction of capital from CHF 4.80 mln to CHF 2.00 mln 3.6 Significant non-consolidated participations 3.6.1 Significant non-consolidated participations and entered under “Non-consolidated participations” Business Share capital 31.12.2014 31.12.2013 Change participation in % participation in % million participation in % Banca Patrimoni Sella & C. SpA, Turin Bank EUR 28.00 5.68 BSI Bank (Panama) SA, Panama 1 Bank USD 10.00 BSI Laran SA, Lugano Investment company CHF 0.10 100.00 100.00 Dynamic Securities SA, Athens Securities broker EUR 6.99 19.95 19.95 5.68 100.00 -100.00 Fully consolidated in 2014. 1 3.6.2 Significant non-consolidated participations and entered under “Financial investments” (at purchase price, minus the required depreciation) Business Share capital 31.12.2014 31.12.2013 Change participation in % participation in % million participation in % IFA SA, Paris 1 Investment company EUR 15.79 51.00 51.00 BSI Investment Advisors (Hong Kong) Ltd., Hong Kong 1 Investment company USD 43.00 100.00 100.00 In liquidation. 1 53 BSI – Group financial statements 3.7 Analysis of investments in CHF 1’000 2014 Book Acquisition Depreciation value price to date 31.12.2013 Changes to the scope of consolidation Investments Disposal Book Deprevalue ciation 31.12.2014 Participations valued at equity 36’078 36’078 1’386 332 1 -245 Other non-consolidated 19’779 -1’130 18’649 -5’786 271 -1’787 -1’072 10’275 Total non-consolidated participations 55’857 -1’130 54’727 -4’400 603 -2’032 -1’072 47’826 -883 -5’564 187’416 Bank premises 271’222 -80’836 190’386 3’477 Other real estate 58’336 -36’730 21’606 641 Total real estate 329’558 -117’566 211’992 4’118 Other tangible fixed assets 395’307 -232’291 163’016 Total tangible assets 724’865 -349’857 375’008 1’052’694 -1’048’854 3’840 22’259 -22’213 46 Goodwill Total costs Other intangible assets 6’536 -2’281 4’255 Total intangible assets 1’081’489 -1’073’348 8’141 37’551 -1’018 21’229 -883 -6’582 208’645 22’017 622 -33’188 152’467 26’135 -261 -39’770 361’112 -7 -615 389 -2’829 -46 -2’829 7’446 80 -807 10’974 7’446 73 -1’468 11’363 Fire insurance value of the real estate 294’393 292’710 Fire insurance value of other tangible fixed assets 137’256 139’793 96 127 Off-balance sheet lease agreements: commitments arising from future lease payments Including value increases. 1 54 BSI – Group financial statements 3.8 Assets pledged and securities repurchase and reverse repurchase agreements A. Assets pledged as security for own liabilities Including assets subject to retention of title and excluding securities repurchase and reverse repurchase agreements 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 Change in % Book value Pledged amount Book value Pledged amount Book value Pledged amount 300’216 102’647 235’860 52’761 27.3 94.6 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 1’862’608 1’585’713 17.5 1’862’608 1’585’713 17.5 4’066’244 3’362’467 20.9 2’007’276 1’662’683 20.7 B. Securities repurchase and reverse repurchase agreements 1 Book value of own account securities lent or transferred as collateral for securities lending operations or for repurchase and reverse repurchase transactions of which securities with no restrictions on rights of sale or subsequent pledging Book value of securities received as collateral in accordance with securities lending agreements and securities received in accordance with securities borrowing agreements and with reverse repurchase agreements with no restrictions on rights of sale or subsequent pledging of which securities sold or pledged as collateral Amounts paid or received in cash are booked under the balance sheet subheading in the item “Due from banks” or “Due to banks”. 1 3.9 Commitments to pension institutions and notes on pension plans Commitments to Group pension institutions A. Staff at the Bank and the Swiss subsidiaries Staff at BSI Ltd., as well as companies/entities incorporated under the Swiss law that are affiliates or associates of the Bank or in which the latter has interests to protect, except for apprentices, interns, volunteers and staff on fixed-term contracts of more than three months or hired as consultants, are insured by the “Fondazione di Previdenza BSI SA” (Foundation). Staff on fixed-term contracts of more than three months or hired as consultants, either on a fixedterm or open-ended basis, are enrolled in an occupational pension scheme offered by a leading insurer. Until 31 December 2014, the Foundation, which ensures employees are enrolled in the mandatory occupational pension schemes in accordance with the Swiss Federal Law on occupational old-age, survivors’ and disability insurance (LPP) and the relevant ordinances, applied a defined-benefit plan, whereas the regulation introduced on 1 January 2015 establishes a defined-contribution one. Under the new plan, the old-age pension is calculated by applying the conversion rate to the assets accumulated by the insured person at the date of retirement. Under both the former and the new regulation, disability and survivors’ benefits are determined based on the final salary before the insured event. 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 60’509 82’591 The “Fondo per prestazioni a carattere sociale di BSI SA” (Fund) is represented by a complementary defined-contribution plan. The Fund insures all employees already enrolled in the Foundation’s scheme whose annual fixed insured salary is over four times the maximum simple AVS old-age pension or whose initial contribution to the Foundation resulted in a surplus. Both the Foundation and the Fund set the normal retirement age at 64. As at 31 December 2014, the responsible actuary determined the vested benefits accounts and the actuarial provisions considering the regulatory changes concerning the Foundation and the Fund effective from 1 January 2015 as well as by applying the 2.75% technical rate and the LPP 2010 generational tables. Based on these actuarial estimates, as at 31 December 2014 the coverage ratio for the Foundation was 101.9% (31 December 2013: coverage ratio 94.1%, technical rate 3%, LPP 2010 periodic tables) and 108.1% for the Fund (31 December 2013: coverage ratio 101.3%, technical rate 3%, LPP 2010 periodic tables). 55 BSI – Group financial statements In accordance with Article 57, paragraph 1 and 2 of the Ordinance concerning occupational old-age, survivors’ and disability insurance (OPP2), BSI Ltd. commits to guar- antee the liquidity the Foundation and the Fund hold with BSI Ltd. by establishing a collateral deposit. Employer’s contribution reserve in CHF 1’000 Nominal value Use Other Waiver value of use adjustments Lending value Balance sheet 31.12.2014 31.12.2014 31.12.2014 31.12.2014 31.12.2014 31.12.2014 31.12.2013 Pension fund / Pension institution BSI Ltd. Pension Foundation (booked in “Other assets”) -11’000 BSI Ltd.’s Social Insurance Fund (booked in “Other assets”) 2’000 Total 2’000 11’000 2’000 2’000 2’000 13’000 Change from previous financial year / with impact Contributions on financial adjusted for result the period Pension insurance costs included in the costs of staff Pension insurance costs included in the costs of staff 2014 2013 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 19’394 19’394 22’450 -11’000 Financial assets / liabilities and pension insurance costs Financial Financial Cover share paid share paid surplus / by the by the deficit organisation organisation 31.12.2014 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 CHF 1’000 Pension funds / Pension institutions BSI Ltd. Pension Foundation without cover surplus / deficit BSI Ltd.’s Social Insurance Fund without cover surplus / deficit Total 5’803 5’803 8’434 25’197 25’197 30’884 B. Employees of foreign branches and affiliates Employees of foreign branches and affiliates have occupational pension insurance in their respective countries according to local laws. The relevant costs are entered under “Personnel expenses”. Pension insurance costs included in the costs of staff 56 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 2’411 1’927 BSI – Group financial statements 3.10 Value adjustments and provisions and reserves for general banking risks in CHF 1’000 2014 31.12.2013 Changes Recoveries, to the doubtful scope of Use interest, consolida- according Reclassificacurrency tion to purpose tions differences New provisions charged to P/L 10’737 -40 6 -8’368 1 2’335 12’797 171’485 -4’876 390’211 2’813 5’693 -2’183 108’135 Situation Provisions for deferred taxes Value adjustments and provisions 264’811 Value adjustments and provisions for default risks (credit and country risks) 125’135 Value adjustments and provisions for other business risks Value adjustments for financial investments Provisions for restructuring -478 -53’528 -23’023 -300 609 -2 3’784 397 267 -138 Other provisions 135’016 -478 -30’367 Total value adjustments and provisions 275’548 -478 -53’528 Value adjustments set off directly against assets -121’620 – – Total value adjustments and provisions as per balance sheet 153’928 – – Reserves for general banking risks 146’152 Release credited Situation to P/L 31.12.2014 -605 2 4’181 20 9’000 9’569 156’792 -2’088 268’744 12’757 171’491 -13’244 392’546 – – – – -104’462 – – – – 288’084 -160 2’859 -63’162 85’689 300 9’149 The CHF 2.3 million release has been accounted for under “Extraordinary income”. 1 57 BSI – Group financial statements 3.11 Presentation of share capital and statement of shareholders’ equity 3.11.1 Presentation of share capital and shareholders with voting rights above 5% 31.12.2014 31.12.2013 Capital with dividend rights Total nominal value CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 1’840’000 18’400’000 1’840’000 1’840’000 18’400’000 1’840’000 Total nominal value Number of shares Number of shares Capital with dividend rights A. Share capital Share capital 31.12.2014 31.12.2013 Nominal Participation CHF 1’000 percentage Nominal Participation CHF 1’000 percentage B. Shareholders Shareholders with voting rights Participatie Maatschappij Graafschap Holland N.V., Diemen (NL)1 1’840’000 100.00 1’840’000 100.00 Company directly and wholly owned by the Assicurazioni Generali Group, Trieste. 1 3.11.2 Statement of shareholders’ equity CHF 1’000 Shareholders’ equity at 1 January 2014 Share capital 1’840’000 Capital reserve 145’200 Reserve and retained earnings 311’498 Reserves for general banking risks Net result for the previous year Total shareholders’ equity Creation of reserves for general banking risks charged to P/L Net result for the current year Translation differences arising on profit consolidation Total shareholders’ equity at 31 December 2014 146’152 -721’955 1’720’895 -60’303 2’247 10’139 1’672’978 of which: Share capital Reserve and retained earnings Reserves for general banking risks Net result for the current year 58 1’840’000 -254’958 85’689 2’247 BSI – Group financial statements 3.12 Maturity structure of current assets and third-party liabilities in CHF 1’000 Residual maturity on demand subject to notice due within due within due within 3 months 3-12 months 1 to 5 years due after 5 years fixed Total – – 2’978’959 Current assets Cash and cash equivalents Money market papers Due from banks 2’978’959 – – – – – 1’158’905 1’185’913 1’207’385 775’697 782’719 Due from customers Mortgage loans Securities and precious metals held for trading Financial investments – 46’076 – 2’344’818 – 2’811’877 2’059’807 3’891’175 857’627 485’343 39’194 – 7’333’146 – 373’507 1’609’542 486’289 1’129’628 735’755 – 4’334’721 1’264’425 – – 1’264’425 233’586 – 165’904 131’608 764’018 342’297 12’218 1’649’631 Total 31.12.2014 5’259’689 2’433’314 8’032’911 3’437’134 2’425’065 1’117’246 31.12.2013 7'967'939 2’563’429 6’383’031 3'735’556 2'336’434 811’909 – – 12’218 22’717’577 11’004 23’809’302 Third-party liabilities Money market paper liabilities Due to banks Due to customers in savings and investment accounts Due to customers, other Loans with issuers of property bonds and other 457’105 4’417 233’686 50’000 – 633’983 – – – 17’684’376 579’554 858’396 186’430 141’501 – – 4’417 – 740’791 – 633’983 – 19’450’257 99’036 – – 99’036 – Total 31.12.2014 18’141’481 1’213’537 1’096’499 236’430 141’501 99’036 – 20’928’484 31.12.2013 19’578’175 1'259’698 910’360 279’640 123’110 89’015 – 22’239’998 3.13 Due from and to the Group’s bodies, due from and to affiliated companies Due from the bank’s bodies Due from affiliated companies Due to affiliated companies –The conditions applied to loans to the Bank’s senior management are the same as those applied to staff loans. Due to their lower credit risk, employees receive an interest rate reduction depending on the type of loan. 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 17’005 16’912 0.5 100’782 113’312 -11.1 30’577 2’346’498 -98.7 –All transactions with affiliated companies were carried out at arm’s length. Revenues of CHF 1.5 million are included under the item “Result from interest activities” (2013: CHF 1.0 million), while revenues of CHF 3.0 million received from companies linked to the Generali Group are recognised under “Result from commission and service fee activities” (2013: CHF 2.6 million). 59 BSI – Group financial statements 3.14 Analysis of Swiss and foreign assets and liabilities 31.12.2014 31.12.2013 Switzerland Abroad Switzerland Abroad CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 2’914’230 64’729 3’803’831 2’048’113 2’715 2’342’103 1’451 2’270’371 362’721 2’449’156 100’541 2’492’825 Due from customers 1’085’801 6’247’345 1’178’950 5’122’093 Mortgage loans 3’136’508 1’198’213 3’085’011 934’894 Securities and precious metals held for trading 405’597 858’828 491’384 872’548 Financial investments 174’593 1’475’038 126’800 1’280’490 Assets Cash and cash equivalents Money market papers Due from banks Non-consolidated participations Fixed assets Intangible assets Accrued income and prepaid expenses 15’031 32’795 16’018 38’709 352’212 8’900 367’541 7’467 2’287 9’076 3’462 4’679 11’623 56’246 16’475 63’307 Other assets 207’003 582’669 171’931 372’452 Total assets 8’670’321 15’325’098 9’363’395 15’507’948 Liabilities Money market paper liabilities 4’417 2’240 Due to banks 191’290 549’501 163’708 Due to customers in savings and investment accounts 560’003 73’980 476’343 78’530 4’914’717 14’535’540 4’542’670 16’526’306 Due to customers, other Medium-term notes 360’386 800 Loans with issuers of property bonds and other 99’036 89’015 Accrued expenses and deferred income 127’047 115’526 94’141 102’699 Other liabilities 233’758 629’542 209’080 350’602 Value adjustments and provisions 278’466 9’618 145’250 8’678 Reserves for general banking risks 85’689 146’152 1’840’000 1’840’000 Share capital Capital reserve Reserve and retained earnings of which minority interests Net result for the year Total liabilities 145’200 -254’958 311’498 1 2’247 -721’955 7’982’676 16’012’743 7’355’127 17’516’216 3.15 Assets by country / groups of countries 31.12.2014 31.12.2013 CHF 1’000 Participation in % CHF 1’000 Participation in % Switzerland 8’670’321 Other OECD countries 8’127’932 36.1 9’363’395 37.6 33.9 10’287’929 41.4 698’507 2.9 254’188 1.0 Caribbean and Latin America 3’055’801 12.7 2’335’635 9.4 Other 3’442’858 14.4 2’630’196 10.6 23’995’419 100.0 24’871’343 100.0 Other European countries Total 60 BSI – Group financial statements 3.16 Assets and liabilities by currency Equivalent in CHF 1’000 CHF USD EUR JPY 294 Other Total Assets Cash and cash equivalents Money market papers Due from banks 2’841’618 7’551 125’035 39 1’370’049 814’885 4’461 2’978’959 159’845 2’344’818 36’045 1’357’373 920’422 9’741 488’296 2’811’877 996’619 4’295’901 1’254’342 91’725 694’559 7’333’146 3’128’147 199’229 219’810 3’218 784’317 4’334’721 Securities and precious metals held for trading 31’503 456’090 355’531 357 420’944 1’264’425 Financial investments 16’897 792’733 635’016 28 204’957 1’649’631 Non-consolidated participations 15’979 24’594 7’233 352’961 1’216 6’935 Due from customers Mortgage loans Fixed assets Intangible assets Accrued income and prepaid expenses Other assets 20 47’826 361’112 2’287 1’592 7’484 12’301 21’507 31’191 82 2’788 67’869 11’363 553’557 142’757 53’657 5’706 33’995 789’672 7’987’953 8’670’592 4’431’541 111’151 8’801’774 6’871’720 6’728’951 142’415 8’780’998 12’426’514 7’462’873 458’702 16’768’951 21’097’106 11’894’414 569’853 Total balance sheet assets 31.12.2014 31.12.2013 Spot, forward and option contracts not yet delivered Total assets 2’794’182 23’995’419 2’326’483 24’871’343 1’987’081 31’116’168 4’781’263 55’111’587 Liabilities Money market paper liabilities 558 1’629 2’084 3 143 4’417 114’910 277’026 126’843 835 221’177 740’791 3’360’019 8’623’909 5’721’616 60’165 1’684’548 19’450’257 Accrued expenses and deferred income 138’750 78’970 21’796 9 3’048 242’573 Other liabilities 9’535 31’364 863’300 Due to banks Due to customers in savings and investment accounts Due to customers, other 602’073 Loans with issuers of property bonds and other 31’910 633’983 99’036 99’036 564’225 163’318 94’858 Value adjustments and provisions 52’937 231’005 4’142 Reserves for general banking risks 85’689 85’689 1’840’000 1’840’000 -254’958 -254’958 Share capital Reserve and retained earnings of which minority interests Net result for the year 288’084 1 1 2’247 2’247 Total balance sheet liabilities 31.12.2014 31.12.2013 Spot, forward and option contracts not yet delivered Total liabilities Net position per currency 6’506’450 9’474’893 6’003’249 70’547 6’271’833 8’649’807 8’195’324 52’360 10’433’580 11’101’582 6’168’089 563’067 16’940’030 20’576’475 12’171’338 633’614 -171’079 520’631 -276’924 -63’761 1’940’280 23’995’419 1’702’019 24’871’343 2’731’107 30’997’425 4’671’387 54’992’844 109’876 118’743 61 BSI – Group financial statements 3.17 Unredeemed bonds and structured products A. Unredeemed bonds Issuer Average weighted yield Maturity 5.25% 23.12.2021 BSI Ltd., Lugano Amounts in CHF 1’000 99’036 Total Subordinated loan 99’036 Maturity schedule of unredeemed bonds Maturity Issuer Total due within from from from from 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 BSI Ltd., Lugano after 5 years CHF 1’000 CHF 1’000 99’036 99’036 B. Structured products Issuer Average weighted yield Amounts in Maturity CHF 1’000 BSI Ltd., Lugano (CHF) 2015 2’606 Unsubordinated, structured products BSI Ltd., Lugano (CAD) 2016 2’172 Unsubordinated, structured products BSI Ltd., Lugano (EUR) 2015-2016 70’088 Unsubordinated, structured products BSI Ltd., Lugano (HKD) 2015 2’131 Unsubordinated, structured products BSI Ltd., Lugano (SGD) 2015 8’302 Unsubordinated, structured products BSI Ltd., Lugano (USD) 2015-2017 70’047 Unsubordinated, structured products BSI Overseas (Bahamas) Ltd., Nassau (CHF) 5.68% 2015-2016 36’213 Unsubordinated, structured products BSI Overseas (Bahamas) Ltd., Nassau (EUR) 2.94% 2015-2017 130’752 Unsubordinated, structured products 2015 27’496 Unsubordinated, structured products 2015-2017 53’503 Unsubordinated, structured products 2015 17’420 Unsubordinated, structured products BSI Overseas (Bahamas) Ltd., Nassau (EUR) BSI Overseas (Bahamas) Ltd., Nassau (USD) 2.57% BSI Overseas (Bahamas) Ltd., Nassau (USD) Total 420’730 Maturity schedule of structured products Maturity due within from from from from 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Issuer BSI Ltd., Lugano CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 after 5 years Total CHF 1’000 CHF 1’000 79’945 61’665 13’736 BSI Overseas (Bahamas) Ltd., Nassau 232’883 11’283 21’218 265’384 Total 312’828 72’948 34’954 420’730 These amounts are included in “Due to customers, other”. 62 155’346 BSI – Group financial statements 3.18 Other assets and other liabilities 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % -84.6 Other assets Contribution reserve with BSI Ltd. Pension Foundation and BSI Ltd.’s Social Insurance Fund 2’000 13’000 Replacement values for derivatives from trading activities 653’117 411’132 58.9 Replacement values for derivatives from hedging activities 38’601 23’588 63.6 Netting account 43’535 10’920 298.7 Other assets 52’419 85’743 -38.9 789’672 544’383 45.1 Replacement values for financial instruments deriving from trading activities 647’997 396’050 63.6 Replacement values for financial instruments deriving from hedging activities 90’402 70’074 29.0 Other liabilities 124’901 93’558 33.5 Total other liabilities 863’300 559’682 54.2 Total other assets Other liabilities 63 BSI – Group financial statements 4. Information on off-balance sheet business 4.1 Breakdown of contingent liabilities 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 271’084 214’677 26.3 1’770’646 1’831’279 -3.3 92’351 95’033 -2.8 2’134’081 2’140’989 -0.3 Irrevocable commitments Performance guarantees Other contingent liabilities Total 4.2 Derivative financial instruments outstanding Trading instruments Hedging instruments Replacement value Contract Replacement value Contract positive1 negative1 volumes2 positive1 negative1 volumes2 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 3’193 3’198 122’181 4’148 55’862 1’681’125 10 11 59’220 484’440 476’601 26’231’497 33’387 34’403 4’557’867 Interest rate instruments Swaps Futures Currencies and precious metals Forward contracts Swaps 1’066 Options (OTC) 84’634 79’332 99’036 9’840’879 Equities / indices Futures Options (OTC) 1’593 861 53’966 23’630 32’197 3’483’639 55’617 55’797 442’528 Credit derivatives Credit default swaps 137 114’952 Total at 31.12.2014 653’117 647’997 40’233’910 38’601 90’402 6’452’980 411’132 396’050 23’588 70’074 5’501’043 1 2 31.12.2013 37’522’023 No value is entered for products traded for the client’s account in a recognised stock market with daily margining. Credit component of the underlyings or the nominal values of own transactions and transactions with clients. 4.3 Fiduciary transactions Fiduciary deposits with other banks Total 64 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 1’945’743 1’728’535 12.6 1’945’743 1’728’535 12.6 BSI – Group financial statements 4.4 Client assets Held by funds Assets under management of which deposited with third parties Change 31.12.2014 31.12.2013 CHF million CHF million in % 4’986 6’247 -20.2 19’003 18’135 4.8 868 507 71.2 Other assets 68’341 64’994 5.1 Total client assets 92’330 89’376 3.3 4’885 5’244 -6.8 -627 2’181 of which double counting Net inflow / outflow 1 1 2014 Net new money was calculated by deducting capital outflows from inflows (cash or securities from outside the BSI Group). Intra-group transactions were excluded. Net new money thus does not include interest or dividends received from clients related to assets under management. Moreover, it does not include the performance impact or other changes in the portfolios occurred during the year. As at 31 December 2014, the BSI Group had assets under management deposited at other banks for a total of CHF 868 million (2013: CHF 507 million) for which other banks act solely as custodians. Client assets do not include deposits for which BSI acts solely as custodian, totalling CHF 1,692 million as at 31 December 2014. 4.5 Irrevocable commitments 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 33’988 33’732 0.8 Other irrevocable commitments 127’060 95’112 33.6 Total 161’048 128’844 25.0 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % Deferred payment liabilities 2’775 5’719 -51.5 Total 2’775 5’719 -51.5 Deposit guarantees 4.6 Loan commitments 65 BSI – Group financial statements 5. Information on the profit and loss statement 5.1 Income from refinancing included in Interest and discount income Total 2014 2013 Change CHF 1’000 CHF 1’000 in % 691 692 -0.1 5.2 Results from trading operations 2014 2013 Change CHF 1’000 CHF 1’000 in % 80’669 86’134 -6.3 7’874 2’689 192.8 Securities transactions 59’496 54’591 9.0 Other trading income 1’277 4’689 -72.8 149’316 148’103 0.8 Foreign exchange and banknote transactions Precious metal transactions Total 5.3 Personnel expenses 2014 2013 Change CHF 1’000 CHF 1’000 in % 345’889 336'373 2.8 Social security contributions 31’866 29'085 9.6 Contributions to pension funds in favour of the staff 27’896 33'078 -15.7 20’752 26'272 -21.0 426’403 424’808 0.4 Salaries Other personnel expenses Total 5.4 Other operating expenses Premises, machinery and furnishing IT expenses 2014 2013 Change CHF 1’000 CHF 1’000 in % 32’854 32’174 2.1 102’134 103’861 -1.7 Other office expenses 137’266 105’667 29.9 Total 272’254 241’702 12.6 66 BSI – Group financial statements 5.5 Domestic and foreign consolidated gross profit of the Group 2014 2013 Switzerland Abroad Switzerland Abroad CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 Result from interest activities 160’344 36’631 156’631 34’513 Result from commission and service fee activities 327’653 185’202 333’233 170’855 Result from trading operations 119’893 29’423 120’190 27’913 11’478 811 22’095 -2’360 Net operating result 619’368 252’067 632’149 230’921 Personnel expenses -282’071 -144’332 -281’120 -143’688 Other operating expenses -229’900 -42’354 -195’928 -45’774 Operating expenses -511’971 -186’686 -477’048 -189’462 107’397 65’381 155’101 41’459 Other ordinary result Gross profit 5.6 Extraordinary income and expenses Extraordinary income 2014 2013 CHF 1’000 CHF 1’000 82’626 89’686 Release of value adjustments and provisions 4’876 7'860 Release of reserves for general banking risks 63’162 43'512 9’333 36'849 761 535 Gain on the sale of participations Recovered losses Profit from sale of fixed assets 1’852 31 Other extraordinary income 2’642 1 899 Extraordinary expenses -4’052 -49’931 Creation of reserves for general banking risks -2’859 -47'053 Losses on sale of participations -1’099 -1'992 Losses on sale of fixed assets -57 -40 Other extraordinary expenses -37 -846 78’574 39’755 Total Including CHF 2.3 million for deferred taxes. 1 5.7 Taxes 2014 2013 CHF 1’000 CHF 1’000 Creation of deferred tax assets -83 -29 Release of deferred tax assets 493 2’794 New provisions for deferred taxes 6 6’072 Release of provisions for deferred taxes -6’083 -5’108 Current year tax liability 15’295 12’959 Tax credits on tax losses carried forward in the balance sheet Total Tax credits on tax losses not on balance sheet 3’552 623 13’180 17’311 1’109 6’894 67 BSI – Group financial statements 6. Information required in accordance with FINMA Circular 2008/22 on Capital Adequacy Disclosure 6.1 Presentation of available shareholders’ equity 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 1’840’000 1’840’000 Available shareholders’ equity Share capital Reserves for general banking risks 85’689 Capital reserve Reserve and retained earnings Group loss / profit brought forward Net result for the year Subtotal of basic shareholders’ equity - Goodwill - Other intangible assets - Other amounts arising from shareholders’ equity Total basic shareholders’ equity (CET1) 146’152 145’200 311’498 -254’958 2’247 -721’955 1’672’978 1’720’895 -389 -3’840 -10’974 -4’301 -2’300 1’659’315 1’712’753 1’659’315 1’712’753 + Additional shareholders’ equity (AT1) Total basic shareholders’ equity (T1) Total additional shareholders’ equity (T2) Total available shareholders’ equity Total risk-weighted positions 79’229 80’113 1’738’544 1’792’866 10’068’463 9’824’725 CET1 Ratio 16.29% 17.35% Total Capital Ratio 17.08% 18.17% 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 533’594 529’144 6.2 Presentation of required shareholders’ equity Credit risks (in accordance with the standard approach) of which equities and shares in collective investment schemes Risks not linked to counterparties Market risk (in accordance with the standard approach) 30’902 126’650 111’681 30’069 37’796 of which relating to equities 17’253 36’504 of which relating to currencies and precious metals 61’451 13’998 of which relating to commodities 10’460 9’925 109’139 107’386 Items not deducted in accordance with 3 threshold 1 Total required shareholders’ equity Ratio of available shareholders’ equity to required shareholders’ equity Basilea III pursuant to art. 40 CAO. 68 31’706 29’866 of which relating to bonds (general and specific market risk) Operating risks (in accordance with the standard approach) 1 25’923 6’228 6’865 805’477 785’978 215.84% 228.11% BSI – Group financial statements 6.3 Credit risk by type of counterparty in CHF 1’000 Governments and central banks Banks and securities traders 1’287 2’585’507 Due from customers 507’522 990’713 Mortgage loans 103’398 45’450 1’596’354 1’859’557 Corporations under public law Individuals, Equities small and and medishares in um-sized collective Corpora- companies investment tion (retail) schemes Other Total Loan commitments Balance sheet / loans Liquidity 2’978’959 Due from banks Financial investments 1 Other assets / positive replacement values Total at 31.12.2014 31.12.2013 122’085 102’998 158’766 3’242’548 2’431’616 790 1’016’796 3’168’287 236’465 54’603 2’978’959 2’811’877 1’981 7’333’146 218’088 4’150’986 4’334’721 185’919 5’468 594’202 646 160’263 29’093 2’214’029 6’075’429 396’667 4’596’295 5’731’994 185’919 789’672 1’278’640 5’750’344 506’301 4’072’783 5’322’863 163’481 3’585 521’084 1’757 357’610 110’497 994’533 127’060 161’048 3’199’028 22’399’361 6’029’230 23’123’642 Off-balance sheet Contingent liabilities Irrevocable commitments 33’988 Contingent liabilities for calls and margin liabilities 3’066 Loan commitments 2’285 3’066 490 2’775 Total at 31.12.2014 3’585 526’435 35’745 358’100 237’557 1’161’422 9’689 460’538 35’032 401’460 211’217 1’117’936 1 31.12.2013 Including money market paper and reclassification of hedge fund portfolios. 69 BSI – Group financial statements 6.4 Credit risk mitigation in CHF 1’000 Covered by recognised Covered financial by guarantees guarantees and derivatives Covered by other guarantees Total 576’219 532’112 6’433’559 105’399 3’824’465 4’271’869 Loan commitments / Counterparty risk on balance sheet closing Balance sheet / loans Due from banks 387’594 Due from customers 387’594 5’325’228 Mortgage loans 342’005 Financial investments 1 619’040 Other assets / positive replacement values Total at 31.12.2014 31.12.2013 619’040 85’624 54 6’588 92’266 6’140’451 1’300’712 4’363’165 11’804’328 5’304’215 939’123 4’023’791 10’267’129 438’732 4’106 3’009 445’847 Off-balance sheet Contingent liabilities Irrevocable commitments 1’358 1’358 Contingent liabilities for calls and margin liabilities Loan commitments Total at 31.12.2014 440’090 4’106 3’009 447’205 31.12.2013 396’691 11’125 3’786 411’602 1 Including money market paper. 6.5 Breakdown of credit risk in CHF 1’000 Weighting of regulated risk 0% 20% 35% 50% 75% > = 250% Total 100% 150% 5’897 13 2’811’877 1’438 7’333’146 Loan commitments / Counterparty risk on balance sheet closing Balance sheet / loans Liquidity 2’978’959 Due from banks Due from customers Mortgage loans Financial investments 1 Other assets / positive replacement values Total at 31.12.2014 31.12.2013 2’978’959 349’744 1’141’392 5’961’732 26’478 550’840 1’314’831 302’814 3’136’447 1’749’102 125’292 141’949 142’391 193’600 59’019 788’065 4’379 59’415 572’626 11’014 4’334’721 20’538 181’358 4’150’986 124’106 1’489’348 193’823 22’399’361 146’242 189’882 23’123’642 2’074’696 6 397’432 11’732’326 1’435’553 3’439’267 3’984’938 12’963’833 1’615’015 3’071’657 3’596’528 441’983 8’841 1’116 440’669 1’358 33’988 5’672 102’222 1’540’485 789’672 Off-balance sheet Contingent liabilities Irrevocable commitments Contingent liabilities for calls and margin liabilities Loan commitments 2’285 Total at 31.12.2014 443’341 45’114 1’116 440’669 31.12.2013 405’703 54’900 1’144 422’074 Including money market paper and reclassification of hedge fund portfolios. 1 70 101’924 994’533 125’702 161’048 3’066 3’066 490 2’775 231’182 12 234’043 1’161’422 61 1’117’937 BSI – Group financial statements 6.6 Geographical credit risk (domicile of the collateral) in CHF 1’000 Switzerland Oceania North America Latin America Europe Caribbean Asia Africa Other Total Loan commitments Balance sheet / loans Due from banks 502’465 56’384 137’294 8’199 1’258’477 220’861 628’160 37 2’811’877 Due from customers 1’165’405 140’270 660’157 163’458 2’115’304 1’482’869 1’518’804 86’879 7’333’146 Mortgage loans 3’137’714 165’914 771’819 1’374 257’900 4’334’721 65’676 528’154 2’803’822 206’829 368’420 4’150’986 6’296 8’644 425’322 93’902 Financial investments 1 178’085 Other assets / positive replacement values 211’085 35’816 484 789’672 268’626 1’500’163 179’780 7’374’744 2’005’835 2’809’100 87’400 19’420’402 4’839’963 294’527 684’108 209’953 7’294’956 1’589’907 2’281’893 76’391 17’271’698 Contingent liabilities 494’713 1’204 20’443 24’068 225’676 85’102 130’797 12’530 994’533 Irrevocable commitments 161’048 Total at 31.12.2014 5’194’754 31.12.2013 8’123 Off-balance sheet Contingent liabilities for calls and margin liabilities Loan commitments 161’048 361 2’705 57 490 3’066 2’228 2’775 Total at 31.12.2014 656’179 1’204 20’443 24’068 228’871 85’102 133’025 12’530 1’161’422 31.12.2013 601’749 10’840 13’354 19’662 206’575 190’075 69’446 6’236 1’117’937 Including money market paper and reclassification of hedge fund portfolios. 1 6.7 Impaired client loans by geographical region in CHF 1’000 Switzerland Oceania North America Latin America Europe Caribbean Asia Africa Other Total Impaired loans (gross amount) 62’002 8’664 222 76’023 21’602 168’513 Total at 31.12.2014 62’002 8’664 222 76’023 21’602 168’513 31.12.2013 93’412 8’461 685 81’032 18’507 202’097 Individual value adjustments 12’471 1’502 222 64’686 21’601 100’482 Total at 31.12.2014 12’471 1’502 222 64’686 21’601 100’482 31.12.2013 29’955 1’299 699 68’062 18’507 118’522 6.8 Contract volumes for credit derivatives in the Bank portfolio 2014 2013 Seller Buyer Seller Buyer CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 207’294 241’246 249’081 294’199 207’294 235’234 249’081 279’160 Derivatives Credit default swaps of which from the trading portfolio of which from the investment portfolio 6’012 15’039 71 BSI – Group financial statements 6.9 Presentation of the most important features of regulatory capital instruments Share capital 1 Issuer 2 Identification (e.g. ISIN) 3 Law applicable to the instrument Subordinated loan Tier 2 BSI Ltd. BSI Ltd. n/a CH0145635766 Swiss Swiss Prudent basis 4 Consideration during transitional Basel III regulations (CET1 / AT1 / T2) CET1 T2 5 Consideration after the Basel III transitional phase (CET1 / AT1 / T2) CET1 - 6 Calculated at the individual / consolidated / individual and consolidated level 7 Equities / debt securities / hybrid financial instruments / other instruments Equities Debt securities 8 Amount calculated on regulatory treasury funds (based on the last treasury fund statement) CHF 1’840 million CHF 79.2 million 9 Nominal value of the instrument CHF 1’840 million USD 100 million Share capital Loans with issuers of property bonds and other loans Individual and consolidated Individual and consolidated 10 Accounting item 11 Original issue date 1873 23.12.2011 12 Unlimited or with maturity n/a with maturity 13 Original maturity date n/a 23.12.2021 14 Rescindable by the issuer (with consent from the Supervisory Authority) n/a 15 Period of notice of termination to be chosen / conditional period of notice of termination / reimbursement amount 16 Subsequent termination clauses, if applicable 17 Fixed / variable / first fixed then variable / first variable then fixed yes 23.11.2016 at 100% of the notional value n/a every 6 months Coupons / dividends dividend first fixed, then variable n/a 5.25% until 23.12.2016, then Libor +4% n/a no completely discretionary mandatory 18 Nominal coupon and reference index, if any 19 Presence of a “dividend stopper” (waiver of dividends on an instrument involves cancellation of dividends on ordinary shares) 20 Payment of interests / dividends: completely discretionary / Partially discretionary / mandatory 21 Presence of a set-up clause or another reimbursement incentive n/a no 22 Not cumulative or cumulative n/a n/a 23 Convertible or non-convertible n/a non-convertible 24 If convertible: conversion activation (including through PONV) n/a n/a 25 If convertible: total in any case / total or partial / partial in any case n/a n/a 26 If convertible: conversion rate n/a n/a 27 If convertible: mandatory / optional conversion n/a n/a 28 If convertible: type of instrument resulting from the conversion n/a n/a 29 If convertible: instrument issuer resulting from the conversion n/a n/a 30 Presence of depreciation clause n/a no 31 Depreciation activation n/a n/a 32 Total / partial n/a n/a 33 Lasting or temporary n/a n/a 34 In case of temporary depreciation: description of the depreciation mechanism n/a n/a 35 Ranking in case of liquidation (specify the instrument with immediately 35 higher ranking) AT1 not subordinate 36 Presence of features that prevent full recognition pursuant to Basel III No No PONV 37 If present, description of these features n/a n/a 72 BSI – Group financial statements 6.10 Risk-weighted assets based on ratings provided by external agencies in CHF 1’000 Risk-weighted assets 1 Rating 2 0% 20% 50% 100% 150% 852’262 5 164’371 20 38’550 2 23 87’489 2 3’501’553 3’538’963 3’566 2 213’244 363’671 27’274 4’010 37 60’224 Counterparties Central governments and central banks With rating Without rating Public entities With rating Without rating Financial sector With rating Without rating Businesses With rating Without rating 1 2 102’215 7 15’544 3’266 438 4’744’899 32’236 Before the risk management measures (Art. 61 CAO). Based on Moody’s and S&P’s ratings. 73 BSI – Group financial statements Report of the statutory auditor on the consolidated financial statements Ernst & Young Ltd Route de Chancy 59 P.O. Box CH-1213 Geneva 74 Phone +41 58 286 56 56 Fax +41 58 286 56 57 www.ey.com/ch BSI – Group financial statements 75 This exhibition, with selected works from the BSI Art Collection and with books of the Institute, offers a welcome opportunity to experience the new idea of habitability that develops in some key areas of the main building. Industrial shelves, used as scaffolding, are also a prelude to future architectural projects, and form the framework for the artwork and books, acquiring value from the daily use made of them by guests and visitors. Bosshard Vaquer “Allegro Giusto is the title of the project with which we won the competition for the renovation of Villa Maraini. It reflects the desire of the Istituto Svizzero di Roma to open to the public the magnificent Villa more than a century old and to fill all of its floors with life, thanks to the activities of the artists and scholars who stay there for their annual projects”, claim the architects Bosshard Vaquer. Soon after their first meeting, Daniel Bosshard and Meritxell Vaquer understand that, despite their different experiences, their academic training at the ETH in Zurich and the UPCETS in Barcelona provides a common cultural framework that allows them to be understood and complement each other in the way they interpret architecture. Their professional collaboration begins in 2001, after winning the competition for the new mortuary Dietlikon. In the following years, they work on several architectural projects for the restoration of protected and monumental buildings, such as the award-winning renovation of the Sihlfeld cemetery in Zürich and the Concert Hall of St. Gallen. The renovation works of Villa Maraini conducted on behalf of the Istituto Svizzero di Roma are part of this series of projects, which are conceived and developed from existing contexts. The same attitude applies to the most ambitious project that they have achieved so far: a residential building, with apartments, offices and shops in the nascent Europaallee in Zurich. The exhibition features works from the BSI Art Collection by artists such as: John Armleder, Robert Barry, Alighiero Boetti, Andy Boot, Daniel Buren, Lawrence Carroll, John Chamberlain, Henri Chopin, Tony Cragg, Aleksandra Domanovic, Haris Epaminonda, Ceal Floyer, Ryan Gander, Peter Halley, Channa Horwitz, Gabriel Kuri, Fausto Melotti, Mario Merz, Giulio Paolini, Steven Parrino, Manfred Pernice, Diego Perrone, Riccardo Previdi, Seth Price, Patrick Tuttofuoco, Danh Vo. In these supplements: (© Photo Agostino Osio) Daniel Buren Peinture aux formes indéfinies, 1966 Painting on cotton canvas with orange and white stripes 62 x 95,5 x 2 cm John Chamberlain Gabriel Kuri Untitled (Hook Kiss), 2009 Two slabs of marble, ashed cigarette butts 150 x 101 x 3 cm Fausto Melotti Informations Giulio Paolini Orfeo, 1988 Two casts and whole plaster fragments and one in fragments, matt white base. Base 100 x 70 x 70 cm, overall measures 156 x 70 x 70 cm Manfred Pernice Studio Lite XI, 1989 Addapuss, 1989 Happy Birthday II, 1989 Studio Lite IX, 1989 Studio Lite IV, 1989 Ordinary Wall, 1989 Studio Lite III, 1989 Downtown, 1989 888 Light, 1990 Flores Awning, 1990 888 Lite IV, 1990 Inka Dinka Dew, 1990 Photographs printed on Ektacolor Professional paper 51 x 61 cm Composizione, 1984 Brass, 84,5 x 25 x 24 cm Untitled, 2008 Wood, lacquer, spray-painting, metal, 201 x 82 x 82 cm Riccardo Previdi Le guglie, 1970 Brass, 100 x 32 x 29 cm Scultura n. 24, 1935 (1968) Iron and gypsum 90 x 90 x 4,8 cm Mario Merz Peter Halley Untitled (BSI Painting 2), 2003 Acrylic, pearly, metallic acrylic and Roll-a-Tex on canvas 207 x 175 cm Preparations for a new building Design Bosshard Vaquer from 16 October 2014 to 20 June 2015 Istituto Svizzero di Roma Villa Maraini Via Ludovisi 48 00187 Rome Open on Saturdays and during public events of the Istituto Svizzero di Roma. Open to the public free of charge on all other days (booking required by phone: +39 06 420 421 or by email: roma@istitutosvizzero.it www.bsiartcollection.com www.istitutosvizzero.it Tony Cragg Minster, 1992 Used industrial objects. Base surface 250 x 250 cm ca. H towers: 285, 275, 260, 215 cm Allegro Giusto Works from BSI Art Collection Senza Titolo (Luoghi senza strada), 1994 Metallic structure, clamps, slates, neon Ø 400 x 200 cm ca. Broken Display, 2012 Bamboo, steel, wire, UV print, synthetic felt 130 x 150 x 20 cm Seth Price Highrise - SPR 10/005, 2009 Vacuum cord in PETG, car paint 243,8 x 121,9 cm Patrick Tuttofuoco Map #2, 2006 Painted steel, wood, plastic, bamboo, Plexiglas H 260 cm BSI – BSI Ltd. financial statements BSI Ltd. financial statements Parent Bank balance sheet as of 31 December 2014 78 Parent Bank profit and loss statement 2014 79 Notes to the 2014 Parent Bank financial statements 80 Report of the statutory auditor on the financial statements 86 77 BSI – BSI Ltd. financial statements Parent Bank balance sheet as of 31 December 2014 (before approval by the General Shareholders Meeting) 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % Cash and cash equivalents 2’911’939 3’806’230 -23.5 Money market paper 1’061’164 1’307’937 -18.9 Due from banks 2’867’993 2’229’276 28.7 173’314 155’776 11.3 Due from customers 5’100’729 4’242’719 20.2 Mortgage loans 3’905’707 3’639’541 7.3 Securities and precious metals held for trading 1’196’922 1’227’810 -2.5 Financial investments 18.1 Notes Assets of which due from reverse repo transactions 1’628’262 1’378’739 Shareholdings 349’000 328’026 6.4 Fixed assets 370’348 386’539 -4.2 Accrued income and prepaid expenses Other assets 7 Total assets Total subordinated assets Total amounts receivable from Group companies and qualified shareholders 46’801 45’424 3.0 787’243 509’814 54.4 20’226’108 19’102’055 5.9 67’888 62’371 8.8 753’962 604’832 24.7 97.2 Liabilities Money market paper liabilities Due to banks Due to customers in savings and investment accounts Due to customers, other of which due from the trading portfolio 4’417 2’240 3’014’954 3’246’833 -7.1 602’074 530’908 13.4 13’797’976 12’928’618 6.7 403’747 463’626 -12.9 800 -100.0 99’036 89’015 11.3 124’048 95’028 30.5 Medium-term notes Loans with issuers of property bonds and other Accrued expenses and deferred income Other liabilities 7 811’898 533’970 52.0 Value adjustments and provisions 2 278’210 136’480 103.8 Reserves for general banking risks 2, 4 73’537 97’137 -24.3 Share capital 3, 4 1’840’000 1’840’000 General legal reserve 4 Loss / Balance brought forward 4 273’054 -100.0 -398’974 65’093 -712.9 -21’068 -737’121 -97.1 20’226’108 19’102’055 5.9 116’984 118’527 -1.3 2’489’754 2’860’983 -13.0 2’062’365 2’071’193 -0.4 35’318 34’630 2.0 361 654 -44.8 2’775 5’719 -51.5 Positive replacement value 708’687 450’559 57.3 Negative replacement value 745’366 478’687 55.7 47’191’525 44’075’512 7.1 2’410’416 2’222’660 8.4 Net result for the year Total liabilities Total subordinated liabilities Total liabilities to Group companies and qualified shareholders Off-balance sheet business Contingent liabilities Irrevocable commitments Contingent liabilities for calls and margin liabilities Loan commitments Derivative financial instruments Contract volumes Fiduciary transactions 78 1 BSI – BSI Ltd. financial statements Parent Bank profit and loss statement 2014 Notes 2014 2013 Change CHF 1’000 CHF 1’000 in % 164’306 164’419 -0.1 10’754 7’788 38.1 -23’622 -24’901 -5.1 151’438 147’306 2.8 -0.5 Income and expenses from ordinary banking operations Interest and discount income Interest and dividend income from financial investments Interest expenses Result from interest activities Commission income from lending activities 8’569 8’614 386’048 385’643 0.1 22’826 16’658 37.0 Commission expenses -108’834 -114’521 -5.0 Result from commission and service fee activities 308’609 296’394 4.1 121’240 120’330 0.8 -59.5 Commission income from securities and investment transactions Commission income from other services Result from trading operations 8 Result from the sale of financial investments 207 511 Income from participations 87’130 46’931 85.7 Net income from real estate 2’590 3’229 -19.8 Other ordinary income 23’821 17’425 36.7 Other ordinary expenses -2’966 -6’243 -52.5 Other ordinary result 110’782 61’853 79.1 Net operating result 692’069 625’883 10.6 Personnel expenses -287’982 -276’368 4.2 Other operating expenses -232’520 -195’335 19.0 Operating expenses -520’502 -471’703 10.3 171’567 154’180 11.3 Gross profit Net result for the year Gross profit 171’567 154’180 11.3 Depreciation of fixed assets -41’151 -768’918 -94.6 Value adjustments, provisions and losses Result before extraordinary items and taxes -179’610 -141’738 26.7 -49’194 -756’476 -93.5 Extraordinary income 9 38’965 42’831 -9.0 Extraordinary expenses 9 -2’407 -17’544 -86.3 Taxes Net result for the year Appropriation of profit Net result for the year -8’432 -5’932 42.1 -21’068 -737’121 -97.1 31.12.2014 31.12.2013 Variazione CHF 1’000 CHF 1’000 in % -21’068 -737’121 -97.1 Balance brought forward -398’974 65’093 -712.9 Balance sheet loss -420’042 -672’028 -37.5 -273’054 -100.0 Proposal of the Board of Directors General legal reserve compensation Loss to be carried forward -420’042 -398’974 5.3 Total -420’042 -672’028 -37.5 79 BSI – BSI Ltd. financial statements Notes to the 2014 Parent Bank financial statements Accounting and valuation criteria The accounting, recognition and valuation criteria conform to the provisions of the Swiss Code of Obligations, the Swiss Federal Act on Banks and the relevant Ordinance, and the Guidelines of the Swiss Financial Market Supervisory Authority FINMA. Please refer to the “Accounting and valuation principles” attached to the Group’s accounts, which are also valid for the accounts of the Parent Bank. 1. Fiduciary transactions Fiduciary deposits with other banks 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 1’534’249 1’356’970 13.1 876’167 865’690 1.2 2’410’416 2’222’660 8.4 Fiduciary deposits with Group banks and associated banks Total 2. Value adjustments, provisions and reserves for general banking risks in CHF 1’000 2014 Recoveries, doubtful Use interest, Situation according Reclassificacurrency 31.12.2013 to purpose tions differences Value adjustments and provisions for default risks and other business risks 258’058 -52’858 Value adjustments and provisions for default risks (credit and country risks) 120’481 -22’976 Value adjustments and provisions for other business risks Value adjustments for financial investments -300 169’754 -4’812 382’455 2’358 4’856 -2’147 102’272 579 -2 3’784 397 133’214 -29’882 Total value adjustments and provisions 258’058 -52’858 Value adjustments set off directly against assets -121’578 – 136’480 – Reserves for general banking risks 80 -577 4’181 9’000 Other provisions 97’137 300 Situation 31.12.2014 12’313 Provisions for restructuring Total value adjustments and provisions as per balance sheet New provisions Release charged credited to to P/L P/L 9’000 9’560 155’898 -2’088 267’002 12’313 169’754 -4’812 382’455 – – – – -104’245 – – – – 278’210 -23’600 73’537 BSI – BSI Ltd. financial statements 3. Presentation of share capital and shareholders with voting rights above 5% 31.12.2014 31.12.2013 Capital with dividend rights Total nominal value CHF 1’000 CHF 1’000 CHF 1’000 CHF 1’000 1’840’000 18’400’000 1’840’000 1’840’000 18’400’000 1’840’000 Total nominal value Number of shares Number of shares Capital with dividend rights A. Share capital Share capital 31.12.2014 31.12.2013 Nominal Participation CHF 1’000 percentage Nominal Participation CHF 1’000 percentage B. Shareholders Shareholders with voting rights Participatie Maatschappij Graafschap Holland N.V., Diemen (NL)1 1 1’840’000 100.00 1’840’000 100.00 Company directly and wholly owned by the Assicurazioni Generali Group, Trieste. 4. Statement of shareholders’ equity CHF 1’000 Shareholders’ equity at 1 January 2014 Share capital General legal reserve Reserves for general banking risks Balance brought forward Net result for the previous year Total shareholders’ equity (before appropriation of profit) Release of reserves for general banking risks credited to P/L Net result for the current year Shareholders’ equity at 31 December 2014 (before appropriation of profit) 1’840’000 273’054 97’137 65’093 -737’121 1’538’163 -23’600 -21’068 1’493’495 of which: Share capital Reserves for general banking risks Loss brought forward Net result for the current year 1’840’000 73’537 -398’974 -21’068 81 BSI – BSI Ltd. financial statements 5. Pension liabilities Commitments to Group pension institutions All the Parent Bank’s staff, except for apprentices, interns, volunteers and staff on fixed-term contracts for more than three months or hired as consultants, are insured by the “Fondazione di Previdenza BSI SA” (Foundation). As at 31 December 2014, there were 1,266 employees covered by the pension scheme and 937 drawing pension benefits (as at 31 December 2013, there were 1,291 employees covered and 927 drawing benefits). Staff on fixed-term contracts of more than three months or hired as consultants, either on a fixed-term or open-ended basis, are enrolled in an occupational pension scheme offered by a leading insurer. Costs incurred by the Bank for pension plans are included in “Personnel expenses”. Until 31 December 2014, the Foundation, which ensures employees are enrolled in the mandatory occupational pension schemes in accordance with the Swiss Federal Law on occupational old-age, survivors’ and disability insurance (LPP) and the relevant ordinances, applied a defined-benefit plan, whereas the regulation introduced on 1 January 2015 establishes a defined-contribution one. Under the new plan, the old-age pension is calculated by applying the conversion rate to the assets accumulated by the insured person at the date of retirement. Under both the former and the new regulation, disability and survivors’ benefits are determined based on the final salary before the insured event. 82 31.12.2014 31.12.2013 CHF 1’000 CHF 1’000 59’307 82’591 The “Fondo per prestazioni a carattere sociale di BSI SA” (Fund) is represented by a complementary defined-contribution plan. The Fund insures all employees already enrolled in the Foundation’s scheme whose annual fixed insured salary is over four times the maximum simple AVS old-age pension or whose initial contribution to the Foundation resulted in a surplus. Both the Foundation and the Fund set the normal retirement age at 64. As at 31 December 2014, the responsible actuary determined the vested benefits accounts and the actuarial provisions considering the regulatory changes concerning the Foundation and the Fund effective from 1 January 2015 as well as by applying the 2.75% technical rate and the LPP 2010 generational tables. Based on these actuarial estimates, as at 31 December 2014 the coverage ratio for the Foundation was 101.9% (31 December 2013: coverage ratio 94.1%, technical rate 3%, LPP 2010 periodic tables) and 108.1% for the Fund (31 December 2013: coverage ratio 101.3%, technical rate 3%, LPP 2010 periodic tables). In accordance with Article 57, paragraph 1 and 2 of the Ordinance concerning occupational old-age, survivors’ and disability insurance (OPP2), BSI SA commits to guarantee the liquidity the Foundation and the Fund hold with BSI Ltd. by establishing a collateral deposit. BSI – BSI Ltd. financial statements 6. Other balance sheet information Assets pledged as security for own liabilities Due from the Bank’s bodies Due from affiliated companies Due to affiliated companies –The conditions applied to loans to the Bank’s senior management are the same as those applied to staff loans. Due to their lower credit risk, employees receive an interest rate reduction depending on the type of loan. – All transactions with affiliated companies were carried out at arm’s length. Revenues of CHF 2.4 million received from companies linked to the Generali Group are recognised under “Result from commission and service fee activities” (2013: CHF 2.2 million). 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % 300’216 235’860 27.3 17’005 16’912 0.5 100’630 113’230 -11.1 30’546 34’073 -10.4 – BSI delegates the operation, development and maintenance of its IT systems as well as back-office activities to the service company B-Source SA, which is 49%-owned. These services are purchased at arm’s length and carried out in accordance with the provisions of FINMA Circular 2008/7. 7. Other assets and other liabilities 31.12.2014 31.12.2013 Change CHF 1’000 CHF 1’000 in % Replacement values for derivatives from trading activities 669’885 426’971 56.9 Replacement values for derivatives from hedging activities 38’802 23’588 64.5 Netting account 42’058 10’655 294.7 Other assets 36’498 48’600 -24.9 787’243 509’814 54.4 Replacement values for derivatives from trading activities 654’082 408’269 60.2 Replacement values for derivatives from hedging activities 91’284 70’418 29.6 Other liabilities 66’532 55’283 20.3 811’898 533’970 52.0 Other assets Total other assets Other liabilities Total other liabilities 83 BSI – BSI Ltd. financial statements 8. Results from trading operations Foreign exchange and banknote transactions Precious metal transactions Securities transactions Other trading operations Total 2014 2013 Change CHF 1’000 CHF 1’000 in % 66’921 72’045 -7.1 7’870 2’688 192.8 45’423 40’908 11.0 1’026 4’689 -78.1 121’240 120’330 0.8 9. Extraordinary income and expenses Extraordinary income 2014 2013 CHF 1’000 CHF 1’000 38’965 42’831 Release of value adjustments and provisions 2’665 2’570 Net release of reserves for credit risks 2’147 2’758 Release of reserves for general banking risks Gain on the sale of participations 23’600 9’352 36’849 Recovered losses 761 535 Profit from sale of fixed assets 230 31 Other extraordinary income 210 88 -2’407 -17’544 Extraordinary expenses Creation of reserves for general banking risks Losses on sale of participations Total 84 -15’204 -2’407 -2’340 35’558 25’287 BSI – BSI Ltd. financial statements Report of the statutory auditor on the financial statements Ernst & Young Ltd Route de Chancy 59 P.O. Box CH-1213 Geneva 86 Phone +41 58 286 56 56 Fax +41 58 286 56 57 www.ey.com/ch BSI – BSI Ltd. financial statements 87 BSI – Glossary Glossary of selected terms and abbreviations ALM Asset and liability management. Optimisation of assets and liabilities in order to guarantee security, an appropriate risk level and liquidity. Balance sheet A document that shows the assets and liabilities of a company at a specific point in time. Clearing system Settlement system for payment transactions. The centralised system simplifies the settlement of accounts between counterparties, allowing them to exchange and offset debit and credit claims against each other. In the securities sector, clearing systems help to streamline and speed up the processing of stock market transactions. BCBS Basel Committee on Banking Supervision. Commodities Commodities are goods that can be readily exchanged for units of other goods, e.g. metals, raw materials, plant products, animal products and energy related products. Commodities and future contracts on commodities (especially futures) are traded on commodities exchanges (e.g. Chicago Board of Trade www.cbot.com). Bearish Negative expectation regarding the performance of financial products on a financial market (expectation of falling prices). Consolidation The adjustment and combination of the financial statements of different (subsidiary) companies in the form of consolidated group financial statements. Benchmarking Benchmarking means the comparison of a company’s performance with that of competitors. The performance indicator of competitors is called benchmark. The aim of this kind of comparison is to identify scope for improvement and competitive disadvantages, as well as to increase the competitiveness of the company. Corporate bonds Corporate bonds are bonds issued by companies. They are different from bonds issued by governments and sovereign entities. BA Federal Act on banks and savings banks of 8 November 1934. Breakeven point The point at which income equals expenses and thus neither a profit nor a loss is made. The profit zone (where income exceeds expenses) is above the breakeven point and the loss zone (where expenses exceed income) is below it. Buy-out Purchase of a company or part of a company, where at least a majority of the share capital is purchased. Cash flow statement Statement of all cash inflows and outflows during a business period. These are usually subdivided into cash flow from (for) operating activities, from (for) investing activities, and from (for) financing activities. The balance of the cash flow statement shows the change in liquidity during the period under consideration. CDB 08 Agreement on the Swiss banks’ code of conduct. 88 Credit rating A measurement of the ability and willingness of a debtor (e.g. bond issuer) to repay its debt. Specialised rating agencies (e.g. Standard & Poor’s, Moody’s, etc.) assess the creditworthiness of companies and publish their assessments in the form of ratings. Banks also have a rating system for borrowers. Credit risk The credit risk is the probability of a debtor being unable to meet its financial obligations, i.e. to pay interest and principal at face value on time. If the debtor’s credit rating falls, the risk of default rises and this is reflected in a falling bond price and a rising yield to maturity. Custody Custody refers to both the safekeeping and administration of securities on behalf of clients. Custody includes the actual custody account management, while administration focuses on tasks related to dividend and interest payments, equity-related transactions and share voting rights. Depreciation / amortisation Reduction in value of assets which is charged to the profit and loss statement as an expense. A classic example is the BSI – Glossary depreciation in the value of an industrial machine. The value of a machine is depreciated on the basis of its estimated useful life. acquired, such as client loyalty and employees’ expertise. The term is also used to refer to the difference between the earning power of a company and its current value. Derivative financial instruments Financial instruments whose price does not directly depend on the economic value, as is the case for stocks and bonds, but is instead derived from the price of another instrument, generally a financial instrument. Derivatives exist on almost every type of financial instrument. There are even derivatives on derivatives. Derivatives are (leveraged) marginal instruments and can thus be used for speculative purposes. They are very efficient for controlling a portfolio’s risk. Hedge Operation aimed at eliminating a risk factor in a portfolio (equities, currencies, interest rates, etc.). Derivatives (options, futures, etc.) are often used for this purpose, as they allow a hedge to be made with less capital due to the leverage effect. Duration Measurement of sensitivity for the risk of a bond yield fluctuation. A negative correlation exists between interest rates and bond prices. Investors should choose a duration for their bonds in view of changes in interest rates. Duration changes are a function of the amount of interest, maturity and yield of the bond. EBA European Banking Authority. ECB European Central Bank. FED Federal Reserve System, the central banking system of the United States. FINMA Swiss Financial Market Supervisory Authority. Fixing It represents the procedure through which a reference or opening price is established. It is used for some assets, above all where there is no market close price (such as currencies and interest rates), and for structured products where the prices at which the product starts its life are set (Fixing Date). Future Standardised contract that guarantees the delivery of an underlying at a fixed price on a given date in the future. Unlike forward transactions, which are entered into by two specific parties, futures can be traded on stock exchanges. Goodwill Difference between the price paid for a company and the fair value of the acquired company. Goodwill thus represents the intangible value of a company, which is not reported in the balance sheet as long as the company is not Hedge funds Hedge funds are investment funds that can use investment strategies generally not permitted for investment funds that comply with investment fund regulations (such as UCITS). The strategies commonly used are arbitrage, long / short positions, hedging and others. UCITS regulations are gradually expanding so that investment funds can use most of the strategies deployed by hedge funds. Initial public offering (Going public) Transformation of a privately held company into a public company. When an IPO is launched, shares are offered publicly for the first time, usually via a stock exchange. As a result, both old and newly issued shares are made available for public trading. Issue Issue of new securities (e.g. bonds, shares) to investors. An issue can take the form of a fixed-price placement or can be sold at auction. Securities are often issued with the help of an investment bank. Joint Venture A form of cooperation by several companies to achieve a common aim. This can take the form of contractual collaboration or the creation of a company. Unlike mergers, joint ventures do not require the participating companies to give up their independence. Joint ventures are often set up for a defined period of time only. London Interbank Offered Rate (LIBOR) Money market interest rate resulting from the average interest rate quoted by different banks in London. Due to the considerable importance of London as a financial centre, the Libor is the most important money market rate and the reference interest rate for the euro money market, or for loans in euros and for many other financial products. Long Position Purchase of a position. This can involve securities of all kinds, derivatives, commodities, etc. 89 BSI – Glossary Mergers and acquisitions A general term created by investment banks to describe all forms of business combinations between companies. A merger involves the actual merging of two companies to form a new entity, for example by means of merger of equals or consolidation. On the other hand, an acquisition refers to the purchase and sale of companies, business units or equity interests and their integration in the acquiring company. Money market Financial market for short-term liquidity and securities. Maturities of less than a year are considered to be shortterm. Mortgage Loan backed by property, through a lien on the property itself or on a mortgage note. Outsourcing Operation to move a service hitherto carried out by a company in-house to a new or existing external company. This operation generally enables a company to convert fixed costs to variable costs and to improve efficiency. Over-the-counter (OTC) A transaction carried out directly between two parties without the involvement of a stock exchange or other financial intermediary. OTC transactions are thus more individualised than exchange-traded products. Pricing Definition of an equilibrium price both through models (CAPM, Black&Scholes, APT) and through matching supply and demand. Provisions Liabilities created in the balance sheet through charges to the profit and loss statement to cover future commitments, the amount and timing of which are currently not absolutely certain. Unlike reserves, provisions are always related to a specific transaction or event. SBA Swiss Bankers Association. Short Position Sale of a position. This can involve securities of all kinds, derivatives, commodities, etc. SNB Swiss National Bank. Spread Difference between the price or yield of one or more financial instruments. For instance, it may reflect the difference between the purchase and sale prices of two bonds or the short-term (2 years) and long-term (10 years) yields of two bonds. Structured products Structured products are financial instruments composed of derivative and non-derivative financial instruments. This special composition makes it possible to follow a specific investment strategy. Swap Financial contract governing an exchange of payments. As comparable obligations can be bought and sold, a swap is similar to an exchange of obligations. In an interest rate swap, fixed and variable interest-rate obligations are exchanged, while in a currency swap, obligations in one currency can be exchanged for obligations in another currency. Underlying It indicates the financial instrument that will be exchanged on the basis of a derivative instrument (options, futures, forwards, etc.). Volatility A measure of risk. It may be calculated on historical prices (historical volatility) or on the basis of expectations through the price of derivative instruments (implied volatility). As a rule, high volatility reflects significant price fluctuations. Warrant Put and call options issued by financial institutions. Contrary to options traded on Eurex or other organised stock exchanges, warrants come in many maturities, sizes and strike prices set by the issuer. Often, it takes many warrants to exercise a right, which is why their price is very low. Securities In general, a financial instrument that uses capital for financing debt (bonds) or equity (shares). This term is sometimes applied more broadly to any type of financial instrument, from structured products to investment funds. In cooperation with IBF (Institute of Banking & Finance) Wikifinance, University of Zurich. 90 BSI – Contacts Contacts Switzerland Phone Fax BSI Ltd. – Head Office Via Magatti 2, CH-6900 Lugano, www.bsibank.com +41(0)58 809 31 11 +41(0)58 809 36 78 Patrimony 1873 SA – Affiliated company Via Peri 21b, CH-6901 Lugano, www.patrimony1873.com +41(0)91 912 72 72 +41(0)91 912 72 70 Bellinzona BSI Ltd. – Branch Viale Stazione 9, CH-6500 Bellinzona, www.bsibank.com +41(0)58 809 65 11 +41(0)58 809 65 85 Chiasso BSI Ltd. – Branch Corso S. Gottardo 20, CH-6830 Chiasso, www.bsibank.com +41(0)58 809 61 11 +41(0)58 809 62 39 Crans-Montana BSI Ltd. – Agency Immeuble Le Scandia, 7, Rue Centrale, CH-3963 Crans-Montana, www.bsibank.com +41(0)58 809 19 16 +41(0)58 809 02 82 Geneva BSI Ltd. – Branch 8, Boulevard du Théâtre, CH-1204 Geneva, www.bsibank.com +41(0)58 809 12 12 +41(0)58 809 12 45 Lausanne BSI Ltd. – Branch 3, Avenue de Rumine, CH-1005 Lausanne, www.bsibank.com +41(0)58 809 41 41 +41(0)58 809 41 43 Locarno BSI Ltd. – Branch Piazza Grande 7, CH-6600 Locarno, www.bsibank.com +41(0)58 809 63 54 +41(0)58 809 63 08 Zurich BSI Ltd. – Branch Schützengasse 31, CH-8001 Zurich, www.bsibank.com +41(0)58 809 81 11 +41(0)58 809 83 68 Como BSI Europe S.A. – Italian branch secondary office Piazza Alessandro Volta 56, I-22100 Como, www.bsieruope.it +39 02 722 22 71 +39 02 869 29 41 Genoa EOS Servizi Fiduciari S.p.A. – Affiliate local unit Via XX settembre 33, I-16121 Genova, www.eosfiduciaria.it +39 010 553 10 06 +39 010 566 16 6 La Valletta BSI Trust Corporation (Malta) Ltd. – Trust company 35, St. Zachary Street, VLT 1132 Malta, www.bsitrustma.bsibank.com +356 212 25 817 +356 212 25 865 Luxembourg BSI Europe S.A. – Bank 122, rue Adolphe Fischer, L-1521 Luxembourg, www.bsieurope.com +352 46 1566 1 +352 46 1566 227 BSI Fund Management SA – Affiliated company 44F, rue de la Vallée, L- 2661 Luxembourg, www.bsi-fundmanagement.com +352 28 66 181 +352 26 45 96 24 BSI Europe S.A. – Italian branch Via Paleocapa 5, I-20121 Milan, www.bsieurope.it +39 02 722 22 71 +39 02 869 29 41 EOS Servizi Fiduciari S.p.A. – Affiliated company Via Paleocapa 5, I-20121 Milan, www.eosfiduciaria.it +39 02 636 96 21 +39 02 290 63 197 AEON Trust Società Italiana Trust Srl – Trust company Via Paleocapa 5, I-20121 Milan +39 02 636 96 201 +39 02 290 63 045 BSI Monaco SAM – Bank – Affiliated company 35 Boulevard Princesse Charlotte, MC-98000 Monaco, www.mc.bsibank.com +377 92 16 89 89 +377 97 97 11 30 BSI Asset Managers SAM Europe Résidence, Place des Moulins, MC-98000 Monaco, www.mc.bsibank.com +377 97 97 39 79 +377 97 97 39 80 Oudart S.A. – Affiliated company 10A, rue de la Paix, 75002 Paris, France, www.oudart.com +33 1 4286 2500 +33 1 4286 2525 Bahrain BSI Ltd. – Branch Bahrain Financial Harbour, West Tower, 14th Floor P.O. Box 11321, Manama, Kingdom of Bahrain, www.bsibank.com +973 17 155 155 +973 17 107 777 Istanbul BSI Representative Office Turkey – Representative office Suzer Plaza, Askerocagi cad. No: 6, Kat: 21, Daire: 2101, Elmadag / 34367 Sisli, Istanbul,Turkey, www.bsibank.com +90 (212) 244 90 42 +90 (212) 244 91 87 Hong Kong BSI Ltd. – Branch 20th Floor, Two Exchange Square, Central, Hong Kong, www.bsibank.com +852 3126 0088 +852 3126 0288 Singapore BSI Bank (Singapore) Ltd. – Bank 7 Temasek Boulevard, #32-01 Suntec Tower One 038987, Singapore, www.bsibank.com +65 6521 1888 +65 6521 1605 Lugano Europe Milan Monaco Paris Middle East Asia 91 BSI – Contacts Contacts Latin America & Caribbean Montevideo Nassau Panama BSI Servicios SA – Representative office Antonio D. Costa 3571, Piso 2, 11300 Montevideo, Uruguay +598 2 628 93 22 +598 2 628 93 30 BSI Consultores SA – Affiliated company Antonio D. Costa 3571, Piso 1, 11300 Montevideo, Uruguay +598 2 628 53 00 +598 2 628 76 90 BSI Ltd. – Branch Goodman’s Bay Corporate Centre,West Bay Street and Sea View Drive, P.O. Box CB-10956, Nassau, Bahamas, www.bsibank.com +1 242 502 22 17 +1 242 502 23 17 BSI Overseas (Bahamas) Ltd. – Bank West Bay Street and Sea View Drive, P.O. Box N-7130, Nassau, Bahamas www.bs.bsibank.com +1 242 502 22 00 +1 242 502 23 00 BSI Bank (Panama) SA – Bank Torre Generali, Piso 14, Ave. Samuel Lewis y Calle 54, Obarrio, Apartado 0832-1637, WTC-PA, Panama, www.pa.bsibank.com +507 366 9800 / 01 +507 264 3588 BSI (Panama) SA – Representative office Torre Generali, Piso 14, Ave. Samuel Lewis y Calle 54, Obarrio, Apartado 832-1637, WTC, Panama +507 265 70 00 +507 264 35 88 BSI Investment Advisors (Panama) Inc. – Affiliated company Torre Generali, Piso 14, Ave. Samuel Lewis y Calle 54, Obarrio, Apartado 832-1637, WTC, Panama +507 366 9800 / 01 +33 1 4286 2525 Printed with eco-friendly ink. 92