ANNUAL REPORT 2010
ANNUAL REPORT 2010
ANNUAL REPORT 2010
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<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>2010</strong>
In this report,<br />
Mercantil Servicios Financieros<br />
celebrates a group of Venezuelan artists<br />
from the early twentieth century who<br />
revitalized Venezuela’s art scene and<br />
influenced art movements for decades<br />
to come. These artists based their work<br />
on the close study of nature leaving a<br />
legacy of art, beauty and life. Together<br />
they established what became known<br />
as the Fine Arts Society, and later lent<br />
their creative spirit to the “Escuela de<br />
Caracas.” For five decades, these artists<br />
have inspired landscape painting in<br />
Venezuelan art and given younger<br />
generations the opportunity to forever<br />
witness the beauty and light that<br />
suffuses Caracas and its surrounding<br />
areas. The works presented in this report<br />
are part of the Mercantil Collection.
<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>2010</strong><br />
CONTENTS<br />
Mercantil’s Stock Performance 4<br />
Financial Highligths 5<br />
Board of Directors and Administration 6<br />
Notice of Ordinary General Shareholders’ Meeting 7<br />
Board of Directors’ Report 9<br />
Statutory Auditors’ Report 21<br />
Financial Statements 23<br />
Economic Climate 29<br />
Strategic Positioning 33<br />
Management Discussion and Analysis 35<br />
Business Management Report 45<br />
Quality of Service and Operating Efficiency 59<br />
Human Resources 63<br />
Risk Management 65<br />
Performance of Subsidiaries 73<br />
Credit Ratings 81<br />
Prevention and Control of Money Laundering<br />
and Terrorist Financing (ML/TF) 83<br />
Internal Auditing 85<br />
Social Commitment 87<br />
Corporate Governance 91<br />
Report of the Board of Directors on<br />
Compliance with Corporate Governance 99<br />
Awards and Acknowledgements 100<br />
85 years at the service of Venezuela 103<br />
Management 109<br />
Subsidiaries and<br />
Corporate Contacts 115
Manuel CABRÉ<br />
Paisaje, 1917<br />
Oil on wood<br />
32.5 x 41 cm<br />
Barcelona (Spain), 1890 - Caracas, 1984<br />
Cabré came to Venezuela as a young boy. In 1904, he was accepted at the Caracas Academy of Fine Arts.<br />
He participated in the student protests of 1909 and later became one of the most prominent founding<br />
members of the Fine Arts Society. Around 1931, after studying in Paris, he joined the national art scene<br />
and became known as the “painter from Avila”. From 1942 to 1946, he served as Director of the Museum<br />
of Fine Arts. In 1951, he received the National Award in Painting.
Mercantil is Venezuela’s leading financial<br />
services provider with an equity base of Bs 8,513 million (US$ 1,985 million). It operates in 10<br />
countries in the Americas, Europe and Asia. Its shares are listed on the Caracas Stock<br />
Exchange (MVZ.A and MVZ.B) and in the over-the-counter market (OTC) in the United States<br />
of America through a Level 1 ADR program (MSFZY and MSFJY).<br />
The mission of Mercantil Servicios Financieros is "to fulfill the needs of the individuals and<br />
communities where Mercantil has presence by providing excellent financial products and<br />
services in various market segments, enhancing shareholder's value by efficiently using our<br />
available resources."<br />
Mercantil Banco Universal, founded 85 years ago (1925), is Mercantil’s main subsidiary in<br />
Venezuela. At December 31, <strong>2010</strong>, it has a national network of 273 branches; one agency in<br />
Coral Gables, Florida, USA; a branch in Curaçao and representative offices in Bogota, Lima,<br />
Mexico City, Sao Paulo and New York; Mercantil Commercebank, N.A. in the USA has 15<br />
offices in Florida, a branch in New York, and one in Houston; Mercantil Bank (Schweiz) AG in<br />
Switzerland; Mercantil Bank Curaçao N.V. in Curaçao, Mercantil Bank (Panama) in Panama,<br />
Mercantil Bank and Trust, Limited (Cayman) in the Cayman Islands; and in Venezuela,<br />
Mercantil Merinvest, C.A.; Mercantil Seguros with 33 offices serving the public, and Mercantil<br />
Inversiones y Valores, a holding for other minority investments.<br />
Since its foundation, Mercantil has played an active role in the development of the different<br />
markets where it operates by financing trade, agriculture and industry. It consistently<br />
demonstrates its social commitment by helping different sectors of the community in<br />
Venezuela through Fundación Mercantil, and in South Florida, USA, through its subsidiary<br />
Mercantil Commercebank, N.A.<br />
Mercantil Servicios Financieros<br />
3
"Caracas Stock Exchange: MVZ.A & MVZ.B<br />
NYSE Level 1 ADR’s: MSFZY & MSFJY"<br />
Year Ended<br />
Earnings per share (1)<br />
Closing Price (2)<br />
Class A share<br />
Class B share<br />
Market price/ Earnings per share (1)<br />
Class A share<br />
Class B share<br />
Book value per share (3)<br />
Market price / book value (3)<br />
Class A share<br />
Class B share<br />
Number of outstanding shares<br />
Class A share<br />
Class B share<br />
Daily Average Traded Volume (Shares)<br />
Class A share<br />
Class B share<br />
Paid Dividends<br />
In stock (new shares for each share held)<br />
In cash (Bs per share)<br />
Cash dividends for the year / Market price (%)<br />
Class A share<br />
Class B share<br />
Mercantil’s<br />
Stock Performance<br />
A n n u a l Re p o r t 2 0 1 0<br />
4<br />
<strong>2010</strong><br />
US$ (4)<br />
6.09<br />
6.88<br />
6.88<br />
19.39<br />
0.35<br />
<strong>2010</strong><br />
bolivars<br />
21.82<br />
29.50<br />
29.50<br />
1.4<br />
1.4<br />
83.17<br />
0.4<br />
0.4<br />
59,496,176<br />
42,860,312<br />
9,159<br />
5,899<br />
-<br />
1.50<br />
5.1<br />
5.1<br />
2009<br />
bolivars<br />
Market Quote for Mercantil Class A and B Shares<br />
vs. Caracas Stock Exchange (CSE) Index<br />
7.95<br />
18.50<br />
18.50<br />
2.3<br />
2.3<br />
47.50<br />
0.4<br />
0.4<br />
59,733,553<br />
42,992,256<br />
26,289<br />
32,049<br />
-<br />
1.36<br />
7.4<br />
7.4<br />
2008<br />
bolivars<br />
9.53<br />
17.53<br />
17.53<br />
1.8<br />
1.8<br />
39.56<br />
0.4<br />
0.4<br />
60,092,098<br />
43,275,460<br />
16,095<br />
6,476<br />
-<br />
1.02<br />
5.8<br />
5.8<br />
2007<br />
bolivars<br />
7.96<br />
31.00<br />
33.00<br />
3.9<br />
4.1<br />
32.77<br />
0.9<br />
1.0<br />
60,335,793<br />
43,645,654<br />
43,299<br />
6,792<br />
2 for each 5<br />
0.78<br />
2.5<br />
2.4<br />
2006<br />
bolivars<br />
5.76<br />
42.89<br />
43.26<br />
7.5<br />
7.5<br />
25.88<br />
1.7<br />
1.7<br />
41,476,057<br />
30,043,282<br />
(1) Calculated based on weighted average shares issued minus repurchased shares adjusted by stock dividend and by the conversion of 10 previous common shares to 1 new common share.<br />
(2) Recalculated, considering stock dividend paid in May 2007 to facilitate price comparisons for the periods reported.<br />
(3) Calculated based on outstanding shares issued minus repurchased shares adjusted by stock dividend and by the conversion of 10 previous common shares to 1 new common share.<br />
(4) Dollar figures are given as reference only and are converted at the controlled exchange rate at the end of the period (Bs 4.2893/US$), except for earnings per share which are converted at the average exchange<br />
rate (Bs 3.5827/US$ 1). Exchange control has been in place in Venezuela since February 2003.<br />
(1) No significant stock exchange activities at this time<br />
(1)<br />
56,307<br />
35,865<br />
-<br />
1.90<br />
4.4<br />
4.4
Earnings Consolidated<br />
Balance Sheet (1)<br />
Total Assets<br />
Loan Portfolio (Net)<br />
Deposits<br />
Shareholders’ Equity<br />
Income Statement (2)<br />
Net Interest Income<br />
Commissions and Other Income<br />
Operating Expenses<br />
Net Income<br />
Profitability Indicators (%)<br />
Net Interest Income / Average Financial Assets (NIM)<br />
Commissions and Other Income / Total Income<br />
Net Earnings for the Year / Average Equity (ROE)<br />
Net Earnings for the Year / Average Assets (ROA)<br />
Capital Adequacy Indicators (%)<br />
Equity / Risk-Weighted Assets (regulatory minimum 8%) (3)<br />
Equity / Risk-Weighted Assets (BIS) (4)<br />
Equity / Assets<br />
Financial Highlights<br />
(In thousands of Bs and millions of US$, except percentages and other indicators)<br />
Year Ended<br />
Loan Portfolio Quality Indicators (%)<br />
Past-Due and Non-Performing Loans / Gross Loan Portfolio<br />
Allowances for Loan Losses / Past-Due + Non-Performing Loans<br />
Allowances for Loan Losses / Gross Loan Portfolio<br />
Efficiency Indicators (%)<br />
Operating Expenses / Average Total Assets<br />
Operating Expenses / Total Income<br />
Liquidity Indicators (%)<br />
Cash and Due from Banks / Deposits<br />
Cash and Due from Banks and Investment Portfolio / Deposits<br />
Other Indicators (%)<br />
Gross Loans / Deposits<br />
Financial Assets / Total Assets<br />
Financial Assets / Deposits<br />
Number of Employees<br />
Employees in Venezuela<br />
Employees Abroad<br />
Banking Distribution Network<br />
Branches in Venezuela (6)<br />
Branches Abroad<br />
Representative Offices<br />
Automatic Teller Machines (ATM)<br />
Point of Sale Terminals (POS) (5)<br />
<strong>2010</strong><br />
US$ (1)<br />
18,507<br />
10,008<br />
14,540<br />
1,985<br />
784<br />
901<br />
1,103<br />
607<br />
Mercantil Servicios Financieros<br />
5<br />
<strong>2010</strong><br />
bolivars<br />
79,382,962<br />
42,928,106<br />
62,366,913<br />
8,513,300<br />
2,810,196<br />
3,229,233<br />
3,950,853<br />
2,176,313<br />
7.1%<br />
49.2%<br />
31.8%<br />
3.2%<br />
20.4%<br />
20.4%<br />
10.7%<br />
2.9%<br />
110.8%<br />
3.2%<br />
5.2%<br />
46.7%<br />
19.0%<br />
53.6%<br />
71.1%<br />
81.5%<br />
103.7%<br />
8,206<br />
828<br />
306<br />
22<br />
6<br />
1,344<br />
40,427<br />
2009<br />
bolivars<br />
53,074,810<br />
27,137,723<br />
42,847,704<br />
4,879,810<br />
2,019,894<br />
1,380,584<br />
2,833,762<br />
795,692<br />
7.3%<br />
37.8%<br />
17.8%<br />
1.6%<br />
18.3%<br />
18.3%<br />
9.2%<br />
3.3%<br />
96.5%<br />
3.2%<br />
5.4%<br />
58.4%<br />
22.1%<br />
54.9%<br />
65.4%<br />
78.1%<br />
96.7%<br />
8,961<br />
872<br />
329<br />
21<br />
6<br />
1,379<br />
41,027<br />
2008<br />
bolivars<br />
46,829,877<br />
22,219,115<br />
36,211,367<br />
4,089,040<br />
2,202,576<br />
1,211,818<br />
2,545,578<br />
958,987<br />
7.9%<br />
35.7%<br />
24.9%<br />
2.2%<br />
18.5%<br />
18.5%<br />
8.7%<br />
2.5%<br />
110.6%<br />
2.7%<br />
5.6%<br />
57.7%<br />
21.4%<br />
61.6%<br />
63.1%<br />
79.4%<br />
102.6%<br />
9,215<br />
965<br />
356<br />
20<br />
6<br />
1,435<br />
37,655<br />
2007<br />
bolivars<br />
39,049,552<br />
19,338,492<br />
31,287,613<br />
3,407,614<br />
1,786,025<br />
1,021,098<br />
2,019,535<br />
783,333<br />
6.5%<br />
38.5%<br />
27.4%<br />
2.2%<br />
16.7%<br />
16.7%<br />
8.7%<br />
0.6%<br />
285.7%<br />
1.8%<br />
(1) Figures in US$ converted at the exchange rate at the close of December 31, <strong>2010</strong>: Bs 4.2893/US$ (controlled).<br />
(2) Figures in US$ converted at the average exchange rate for the period: Bs 3.5827/US$.<br />
(3) In accordance with the standards of the National Securities Superintendency (SNV).<br />
(4) Calculated using Consolidated Financial Statements adjusted for inflation up to 1999, in accordance with International Accounting Standard No. 29 (IAS-29) and following the standards of the Basel<br />
Committee on Banking Supervision of the Bank for International Settlements.<br />
(5) Physical Points of Sale (POS).<br />
(6) Excludes internal branch for employees.<br />
5.4%<br />
61.3%<br />
19.6%<br />
56.3%<br />
62.9%<br />
79.5%<br />
99.2%<br />
9,114<br />
1,018<br />
351<br />
20<br />
6<br />
1,436<br />
32,278<br />
2006<br />
bolivars<br />
31,716,967<br />
14,572,267<br />
25,246,872<br />
2,589,423<br />
1,330,407<br />
857,851<br />
1,625,319<br />
555,734<br />
6.3%<br />
40.3%<br />
23.6%<br />
2.1%<br />
16.3%<br />
16.4%<br />
8.2%<br />
0.7%<br />
264.3%<br />
2.0%<br />
5.8%<br />
64.2%<br />
15.1%<br />
62.5%<br />
58.9%<br />
84.2%<br />
105.8%<br />
8,647<br />
900<br />
341<br />
21<br />
6<br />
1,222<br />
25,987
Principal Directors<br />
Alternate Directors<br />
Note: The Audit, Compensation and Risk Committees were<br />
created pursuant to the provisions of the By-laws and in<br />
accordance with a resolution by the Board of Directors. These<br />
committees are made up of Independent Directors, which are<br />
attended by the President and the Executive President (ex-officio).<br />
Board of Directors<br />
Secretary<br />
Alternate<br />
Secretary<br />
Principal<br />
Statutory Auditor<br />
Legal<br />
Counsel<br />
Alternate<br />
Legal Counsel<br />
6<br />
Gustavo A. Marturet<br />
President<br />
Alejandro González Sosa<br />
Executive President<br />
Gustavo J. Vollmer H. 2<br />
Alfredo Travieso P. 2<br />
Luis A. Romero M. 1<br />
Gustavo Vollmer A. 3<br />
Jonathan Coles W. 1<br />
Víctor J. Sierra A. 2<br />
Roberto Vainrub A. 3<br />
Miguel A. Capriles L. 3<br />
Luis A. Sanabria U. 2<br />
Oscar A. Machado K. 1<br />
Eduardo Mier y Terán 1<br />
Luis Esteban Palacios W. 2<br />
Gustavo Galdo C. 3<br />
Gonzalo Mendoza M. 2<br />
Germán Sánchez Myles 3<br />
Luis A. Marturet M. 3<br />
Carlos Hellmund B. 3<br />
Gustavo Machado C. 1<br />
Francisco Monaldi M. 3<br />
Federico Vollmer A. 1<br />
Claudio Dolman C. 2<br />
Carlos Zuloaga T. 1<br />
Nerio Rosales R.<br />
Armando Leirós R.<br />
Miguel A. Capriles C. 1<br />
Luis Pedro España N. 1<br />
Philip Henríquez S.<br />
Alberto Sosa S. 3<br />
Guillermo Ponce Trujillo<br />
Julio Peña Bacalao<br />
Umberto Chirico<br />
Manuel Martínez Abreu<br />
Luis Alberto Fernandes<br />
Paolo Rigio C.<br />
1 Member of the Audit Committee<br />
2 Member of the Compensation Committee<br />
3 Member of the Risk Committee<br />
Annual Report <strong>2010</strong><br />
Administration<br />
Gustavo A. Marturet *<br />
President<br />
Alejandro González Sosa *<br />
Executive President<br />
Nerio Rosales Rengifo *<br />
Global Commercial and Personal Banking Manager<br />
Philip Henríquez S. *<br />
Global Corporate and Investment Banking Manager<br />
Rosa M. de Costantino *<br />
Global Manager Private Banking<br />
and Wealth Management<br />
Alfonso Figueredo D. *<br />
Global Chief Financial Officer<br />
Millar Wilson *<br />
Global International Operations Manager<br />
Fernando Figueredo M. *<br />
Global Chief Risk Officer<br />
Armando Leirós R. *<br />
Global Operations and Technology Manager<br />
Luis Alberto Fernandes *<br />
Global Chief Legal Counsel<br />
Alberto Benshimol M. *<br />
Insurance and New Financial Businesses Manager<br />
Luis Calvo Blesa *<br />
Global Human Resources<br />
and Corporate Communications Manager<br />
Guillermo Ponce Trujillo<br />
Board of Directors Secretary<br />
Julio Peña Bacalao<br />
Alternate Secretary<br />
Toribio Cabeza León<br />
Global Audit Manager<br />
Anahy Espiga<br />
Global Strategic Planning Manager<br />
Luis M. Urosa Z.**<br />
Corporate Compliance Manager<br />
* Member of the Executive Committee<br />
** This function focuses on Mercantil Banco<br />
Universal and Mercantil Merinvest.
Notice of Ordinary General<br />
Shareholders’ Meeting<br />
MERCANTIL SERVICIOS FINANCIEROS, C.A.<br />
Authorized Capital Bs 308,811,720.00<br />
Subscribed and Paid-in Capital Bs 154,405,860.00<br />
Caracas - Venezuela<br />
Notice of an Ordinary General Shareholders’ Meeting by agreement of the Board of Directors to be held at the Company’s head office,<br />
Avenida Andrés Bello N° 1, Edificio Mercantil on March 31, 2011 at 4:00 p.m. with the following agenda:<br />
1. Review the Report submitted by the Board of Directors and the Company’s Audited Financial Statements at December 31, <strong>2010</strong>, subject<br />
to consideration of the Statutory Auditors’ Report.<br />
2. Present the Board of Directors Report on the Level of Compliance with the Principles of Corporate Governance contained in Resolution<br />
N° 19-1-2005 of the National Securities Commission (CNV) dated February 2, 2005.<br />
3. Appoint the Board Members and their Alternates in keeping with the Company Bylaws and establish the fees of all the members of the Board<br />
of Directors.<br />
4. Appoint the Statutory Auditors and their Alternates and establish their fees.<br />
5. Consider the “Proposal for the Twenty-third Phase of the Company’s Stock Repurchase Program presented by the Board of Directors of<br />
Mercantil Servicios Financieros, C.A. to the Ordinary General Shareholders’ Meeting for consideration on March 31, 2011.”<br />
6. Consider the “Proposal to declare the dividends of Mercantil Servicios Financieros, C.A. for 2011, presented by the Board of Directors to<br />
the Ordinary General Shareholders’ Meeting for consideration on March 31, 2011.”<br />
N.B. The shareholders are hereby informed that: 1) The Balance Sheet, Income Statement, Statement of Shareholders’ Equity and Statement<br />
of Cash Flow for the period ended December 31, <strong>2010</strong>, duly examined by the external auditors Espiñeira, Sheldon y Asociados; the<br />
Statutory Auditors’ Report and the Board of Directors’ Report; 2) The Report presented by the Board of Directors on the Level of<br />
Compliance with the Principles of Corporate Governance; 3) The Proposal for the Twenty-third Phase of the Company’s Stock<br />
Repurchase Program submitted by the Board of Directors of Mercantil Servicios Financieros, C.A. for consideration by the General<br />
Shareholders’ Meeting on March 31, 2011 will be available for review 15 days in advance of the Meeting, at the office of the Secretary<br />
of the Board of Directors of the Company at Avenida Andrés Bello N° 1, Edificio Mercantil, piso 35, Caracas. The Proposal to declare<br />
Mercantil Servicios Financieros, C.A.'s dividends for 2011, submitted by the Board of Directors to the Ordinary General Shareholders’<br />
Meeting for consideration on March 31, 2001 is available for review at the Company Secretary’s Office, Avenida Andrés Bello N° 1,<br />
Edificio Mercantil, piso 35, Caracas. In keeping with the provisions of the Company Bylaws, the Shareholders are hereby informed that<br />
ownership of each group of Common Class A shares representing at least twenty percent (20%) of the capital subscribed by those<br />
shares affords the right to nominate and appoint one Director and the corresponding Alternates.<br />
Caracas, March 10, 2011<br />
On behalf of Mercantil Servicios Financieros, C.A.<br />
Guillermo Ponce Trujillo<br />
Secretary of the Board of Directors<br />
Mercantil Servicios Financieros<br />
7
Antonio ALCÁNTARA<br />
Paisaje del Ávila, 1976<br />
Oil on masonite<br />
33 x 45.5 cm<br />
Caracas, 1898 - 1991<br />
Studied painting and sculpture at the Caracas Academy of Fine Arts. Was close to the members of the<br />
Fine Arts Circle. In 1925 he retired from painting for twenty years. He resumed his artistic activity in 1945.<br />
An exhibition of his work was held at the Caracas Museum of Fine Arts in 1953. Then devoted his time to<br />
painting landscapes of the surrounding areas of the capital Caracas, and Macuto on the coast nearby<br />
where he owned a house close to the Castillete de Reverón.
* Dollar figures are given for reference only. The balance sheet is<br />
converted at the exchange rate at the end of the period (Bs<br />
4.2893/US$1) and the income statement at the average exchange<br />
rate for the period (Bs 3.5827/US$1). Exchange control has been in<br />
place in Venezuela since February 2003.<br />
Board of<br />
Directors’ Report<br />
Caracas, March 10, 2011<br />
Dear Shareholders,<br />
We are pleased to submit Mercantil Servicios Financieros’ consolidated results and main<br />
activities for the second half of <strong>2010</strong> as well as for the whole year.<br />
The Financial Statements of Mercantil Servicios Financieros included in this report consolidate<br />
the activities of its subsidiaries and were prepared in accordance with the standards of the<br />
National Securities Superintendency. They are also presented in inflation-adjusted values as<br />
supplemental information. They have been examined by the Company’s external auditors<br />
Espiñeira, Sheldon y Asociados, whose report is attached hereto.<br />
Financial Results<br />
Mercantil reported Bs 2,176 million (US$ 607 million*) in net income, of which Bs 1,341<br />
million corresponds to the first half of the year and Bs 835 million to the second. The<br />
Company’s results reflect the effect of the exchange rate devaluation at the close of <strong>2010</strong>,<br />
in the order of Bs 1,063 million. The main contributors to these profits were Mercantil C.A.,<br />
Banco Universal with Bs 1,630 million; Mercantil Seguros, C.A. with Bs 409 million;<br />
Mercantil Merinvest, C.A. with Bs 43 million; and Mercantil on its own and other<br />
subsidiaries with Bs 129 million.<br />
The Mercantil Commercebank Florida Bancorp subsidiary obtained negative income of<br />
US$ 3.8 million after its loan portfolio provisioning of US$ 72.7 million, in accordance with<br />
the Bank’s policy, to guarantee an adequate level of reserves and cope with the unfavorable<br />
circumstances surrounding the U.S. economy, particularly in Florida. It should be noted<br />
that in December additional provisions of US$ 11.2 million were made to the originally<br />
budgeted figure. Also, following the reconciliation of accounts required to meet the<br />
applicable standards, in Mercantil Servicios Financieros’ accounting this subsidiary<br />
registered negative net income of Bs 35 million. The Mercantil Commercebank, N.A.<br />
subsidiary posted a positive result of US$ 1.2 million in <strong>2010</strong>, reflecting a sustained<br />
improvement for the Bank. Mercantil Commercebank, N.A. is positioned as one of Florida’s<br />
five largest banks.<br />
Mercantil Servicios Financieros<br />
9
The Stock Repurchase Program initiated in May 2000 is currently in its Twenty-second<br />
Phase and was approved at the September 16, <strong>2010</strong> Shareholders’ Meeting. Between July 1<br />
and December 31, <strong>2010</strong> a total of 262,031 shares were acquired through the Program, of<br />
which 170,781 are common Class A shares and 91,250 common Class B shares. At the close<br />
of <strong>2010</strong>, the treasury stock was made up of 580,752 shares of which 351,046 were common<br />
Class A shares and 229,706 common Class B shares.<br />
Credit Ratings<br />
Fitch Ratings, in its annual review conducted in July, ratified the A1 national risk rating for<br />
commercial paper issues and the A2 rating for unsecured bonds, the highest an issuer in<br />
Venezuela can obtain. It also ratified its national rating for Mercantil Servicios Financieros at<br />
AA (VEN) for the long term.<br />
Fitch’s most recent (2009) long-term national rating for Mercantil, C.A., Banco Universal was<br />
AA+(ven) and its short-term rating was F1+(ven); its international ratings were B+ long term and<br />
B short term, with an individual D rating. These are the best ratings obtained by a private<br />
financial institution in Venezuela. The international ratings are largely subject to Venezuela’s<br />
country risk.<br />
The ratings of Mercantil Commercebank Florida BanCorp and Mercantil Commercebank, N.A.<br />
have already been affected by the economic situation in the United States, particularly in<br />
Florida; however they reflect financial flexibility in terms of their ability to meet their<br />
commitments. Fitch Ratings indicates in its report the bank’s high level of liquidity of Mercantil<br />
Commercebank, N.A. with a high-quality and short-term investment portfolio.<br />
New Legislation<br />
On August 17, <strong>2010</strong>, the new Securities Market Law (Ley de Mercado de Valores), substituting the<br />
Capital Markets Law (Ley de Mercado de Capitales) of October 22, 1998, was published in Official<br />
Gazette No. 39,489 of the Bolivarian Republic of Venezuela.<br />
The Act introduces various changes, the main ones being the creation of the National Securities<br />
Superintendency which replaces the Venezuelan Securities Commission (CNV) as the new<br />
regulatory entity with broad discretionary powers such as the authority to: prescribe the<br />
technical rules governing the securities market; set criteria on the composition of Boards of<br />
Directors, representation and participation of shareholders, and election of the authorities of<br />
the entities under its control; determine minimum liquidity and equity levels; set limits on<br />
commissions and rates; issue the accounting standards applicable to those subject to<br />
regulation, standards on publication of financial statements, and rules to ensure the<br />
transparency and effectiveness of public securities offerings or purchases. This new Act<br />
eliminates the obligation under the old one to distribute dividends on at least 50% of the net<br />
earnings obtained in each fiscal year after amounts for corporate income tax have been set<br />
aside and statutory reserves deducted.<br />
Mercantil Servicios Financieros<br />
11
* Dollar figures are given for reference only. The balance sheet is<br />
converted at the exchange rate at the end of the period (Bs<br />
4.2893/US$1) and the income statement at the average exchange<br />
rate for the period (Bs 3.5827/US$1). Exchange control has been in<br />
place in Venezuela since February 2003.<br />
Mercantil Servicios Financieros’ Total Assets grew 49.6% to Bs. 79,383 million (US$ 18,507<br />
million*) compared to December 2009 and Shareholders’ Equity increased 74.5% to Bs 8,513<br />
million (US$ 1,985 million*) over the same period.<br />
The net loan portfolio grew 58.2% to Bs 42.928 million (US$ 10,008 million*) compared with<br />
Bs. 27,138 million at the close of 2009. Loan portfolio quality remained at acceptable levels.<br />
The ratio of past-due and nonperforming loans to gross loans was 2.9%, considering the<br />
overall loan portfolio of Mercantil Servicios Financieros which consolidates the portfolios<br />
of Mercantil, C.A., Banco Universal, Mercantil Commercebank Florida BanCorp, Mercantil<br />
Bank (Schweiz) AG, Mercantil Bank Curaçao N.V. and Mercantil Bank (Panama) S.A. This<br />
ratio was 3.3% at the close of 2009. The ratio of allowances for loan losses over past-due and<br />
nonperforming loans was 110.8%, compared to 96.5% at the close of 2009.<br />
The efficiency ratio measured by calculating operating expenses as a percentage of average<br />
assets, was 5.2%, compared to 5.4% in 2009; while the efficiency ratio, measured by<br />
calculating operating expenses as a percentage of total net income was 46.7%, compared<br />
to 58.4% in 2009.<br />
The Equity/Risk-Weighted Assets ratio was 20.4% (regulatory minimum 8%). This ratio was<br />
18.3% in 2009. It is determined according to the guidelines of the National Securities<br />
Superintendency (SNV - for its abbreviation in Spanish) which are based on the standards<br />
of the Basel Committee on Banking Supervision of the Bank for International Settlements.<br />
Net income per share in <strong>2010</strong> was Bs 21.82 (US$ 6.09*). This was 174.5 % higher than the<br />
Bs 7.95 obtained in 2009.<br />
The third portion of the ordinary cash dividend for Bs 30,763,083.90 (Bs 0.30 per share)<br />
was paid in the second half of <strong>2010</strong>. This amount, in addition to the amounts paid out in the<br />
first half of the year which corresponded to the first and second portions of the ordinary<br />
cash dividend totaling Bs 30,801,041.40 (Bs 0.15 per share) and to the extraordinary cash<br />
dividend totaling Bs 92,378,043.00 (Bs 0.90 per share), totaled Bs 153,942,168.30; this is<br />
more than sufficient to meet the statutory requirements of the repealed Capital Market<br />
Law on this matter. With the payment of the first and second portions of the ordinary cash<br />
dividend and the extraordinary cash dividend, the requirements of the repealed Capital<br />
Market Law on the payment of cash dividends were satisfied in <strong>2010</strong>.<br />
At the close of <strong>2010</strong> Mercantil had no outstanding commercial paper and did not issue any<br />
new unsecured bonds.<br />
At the close of <strong>2010</strong>, Mercantil had only Bs 80 million outstanding unsecured bonds, Bs 60<br />
million less than in the first half of <strong>2010</strong>.<br />
Annual Report <strong>2010</strong><br />
10
Two more new laws, the Law on Insurance Activity (Ley de la Actividad Aseguradora) and the Law<br />
on Banking Sector Institutions (Ley de las Instituciones del Sector Bancario), also came into effect<br />
and were published in the Official Gazette on July 29 and December 28, <strong>2010</strong> respectively; the<br />
former was reprinted on August 5, <strong>2010</strong> due to a material error.<br />
The Law on Insurance Activity establishes the legal framework governing the control, oversight,<br />
supervision, authorization, regulation and activity of insurance companies.<br />
Other relevant aspects include the obligation to offer policies and underwrite contracts for<br />
insurance schemes and health service schemes for retirees, pensioners, disabled persons, etc;<br />
the general public taking part in the insurance activity; banning practices such as: cancelling<br />
coverage due to failure to pay timely premium installments, citing pre-existing illnesses as<br />
grounds for rejecting a claim, and rejecting an indemnity on generic grounds.<br />
The companies regulated by the new Act are required to submit their plan for adapting to the<br />
provisions of the new law which must be executed within no more than six months from the<br />
date of approval thereof. Further, Transitory Provision No. 4 on insurance and reinsurance<br />
companies belonging to an economic or financial group of reinsurers must take steps to<br />
implement the juridical separation of their administrative and financial accounting within a<br />
maximum of 180 days from its entry into effect.<br />
The Law on Banking Sector Institutions establishes the new legal framework for the<br />
incorporation, operation, supervision, inspection, control, regulation, oversight and sanction<br />
of institutions operating in the Venezuelan banking sector, whether public or private or under<br />
any form of organization permitted by the new Law on Banking Sector Institutions and by the<br />
Law on the National Financial System, passed on June 16, <strong>2010</strong>.<br />
The main differences compared to the old law is that the new one defines banking as a “public<br />
service”; it modifies a series of rules on shareholder interest in banks, and the reasons for<br />
disqualifying shareholders from holding shares or posts as directors in them; on the declaration<br />
and payment of dividends; on the appointment of internal and external auditors; and on criteria<br />
regarding related parties.<br />
It also provides that within 135 days from the date of the new law enters into effect, any<br />
institutions that do not require transformation, merger or recapitalization plans must present<br />
to the Superintendency of Banking Sector Institutions (SUDEBAN) their plan for adjusting or<br />
readjustment to it. The plan must be implemented within a maximum of 180 successive days,<br />
extendable only once for an equal period, subject to approval of said plan by the<br />
Superintendency, which must be given within 15 days from its presentation.<br />
Annual Report <strong>2010</strong><br />
12
Adjustments to Reporting Lines<br />
At a meeting on July 12, <strong>2010</strong>, the Board of Directors approved a resolution to make Mr<br />
Alejandro González Sosa responsible for several reporting lines under Gustavo A. Marturet in<br />
his capacity as President of the Board of Directors of Mercantil. The reporting lines are Global<br />
Risk Management, Legal Counsel, and Strategic Planning, and a new Global Human Resources<br />
and Corporate Communications Unit (the last two previously grouped under the Office of the<br />
President). This fully restores the separation of the functions of the President and the Executive<br />
President required by law and which were temporarily Gustavo A. Marturet’s responsibility.<br />
Succession Policy<br />
At the meetings of the Boards of Directors of Mercantil Servicios Financieros and Mercantil,<br />
C.A., Banco Universal, on October 21, <strong>2010</strong>, in accordance with best practices, Dr Gustavo A.<br />
Marturet announced his decision to retire as President of the Board and President of both<br />
institutions at the beginning of 2011, underlined that according to Mercantil’s Succession Policy<br />
it was “time to make way for new generations capable of leading both institutions.” He also said<br />
that the Board of Directors should make the corresponding appointments in due course. He<br />
said that after retiring from his post he would remain linked to Mercantil in which he developed<br />
professionally, ratifying his full confidence in Mercantil’s qualified management and staff. This<br />
decision was communicated by the media.<br />
Following the February 24, 2011 meetings of the Boards of Directors of both institutions, the<br />
Boards agreed that after the Ordinary General Shareholders’ Meetings scheduled for March 31,<br />
2011, Gustavo J. Vollmer Acedo would be appointed President of both Boards and President of<br />
both Companies, as stated in a press release.<br />
The Boards commended Gustavo A. Marturet for his excellent performance during more than<br />
30 years at the helm of Mercantil as Executive President of the Company and President of the<br />
Board of Directors, under whose leadership Mercantil has become consolidated as a financial<br />
services provider operating in 10 countries in the Americas, Europe and Asia, upholding the<br />
principles and values that have always guided Mercantil’s performance and make it Venezuela’s<br />
benchmark financial corporation.<br />
The Boards wish Gustavo J. Vollmer Acedo every success as the Mercantil’s new President.<br />
Mercantil Servicios Financieros<br />
13
Economic Climate<br />
Global<br />
In <strong>2010</strong> the global economy was back on the path to growth, largely supported by the emerging<br />
economies of Asia and Latin America and the upturn in the U.S. economy, despite the difficulties<br />
experienced by some countries in the eurozone and their weak fiscal position. In May, European<br />
authorities and the Central European Bank approved a resolution whereby the European<br />
Stabilization Mechanism (ESM) and the Securities Markets Programme (SMP) would take action<br />
to promote liquidity and strengthen the prices of the sovereign debt of the countries in the<br />
eurozone under stress. Despite this, global GDP in <strong>2010</strong> grew between 3.3% (ECLAC, <strong>2010</strong>) and<br />
3.6% (IIF, <strong>2010</strong>). The eurozone, led by Germany, also grew in the order of 1.7% (vs -4.1% in 2009),<br />
while Japan, thanks to strong external demand and fiscal stimuli, grew 4.3% in <strong>2010</strong> (-6.3% in<br />
2009). China and India saw 10% and 8.7% growth respectively. The level of dynamism seen,<br />
especially in the case of China, was a reaction to the fiscal and credit stimulus packages and<br />
growing household income.<br />
United States<br />
The U.S. economy grew 2.9% as a result of an expansive monetary policy, growing exports and<br />
an upturn in private consumer spending. This monetary policy was the response to the slight<br />
deflation during the year (-0.3%). Private consumption of durable goods increased 6.7% and of<br />
services 0.6%. The asymmetry in the case of investment was similar, and while the investment<br />
in equipment and software grew 15,3%, in non-residential construction decreased 14.3%. This<br />
expansion in GDP could not prevent unemployment rising from 9.3% in 2009 to 9.6%. However,<br />
at year end requests for unemployment insurance fell for the first time to 409,000, below the<br />
2009 average of 457,000.<br />
House prices slumped again during the second half of the year. The huge inventory of homes<br />
pushed down new and used home sales with variations of -21.2% and -27.9%, respectively.<br />
Latin America<br />
After the 2.9% contraction in 2009, Latin America and the Caribbean grew 6% in <strong>2010</strong> and<br />
unemployment fell 7.2% (8.6% in 2009) while real remunerations increased in almost every<br />
country.<br />
The counter-cyclical policies applied made a decisive contribution to this growth, since<br />
external demand grew 25%, less than the expansion of imports (27.6%).<br />
Inflation rose from 4.7% in 2009 to 6.2%, driven by high energy and food prices.<br />
The need to offset the domestic effects of the international financial crisis, due both to the<br />
drop in fiscal income and to higher spending, meant that for the second year fiscal<br />
management closed with a deficit, this time of 0.6% of GDP (-1.1% in 2009).<br />
Annual Report <strong>2010</strong><br />
14
Venezuela<br />
The Venezuelan economy contracted 1.4% again (-3.3% in 2009). The only activities that grew<br />
were Communications (9.3%), General Government (2.6%) and Community, Social and Personal<br />
Services (0.6%), while the biggest falls were in Mining (-13.4%), Construction (-7.1%), Electricity<br />
(-6.1%) and Trade (-6.2%). Unemployment levels in <strong>2010</strong> (6.5%) were similar to 2009 levels<br />
(6.5%). In the case of domestic aggregate demand (-0.9% vs -7.9% in 2009), private consumer<br />
spending fell 2.3% (-3.2% in 2009) and gross fixed capital formation 4.4% (-8.2% in 2009).<br />
Public consumer spending grew 2.6% (2.3% in 2009). Imports were down 4.6% (-19.6% in 2009)<br />
and exports fell by 12.4% (-12.9% in 2009).<br />
Inflation was up from 25.1% in 2009 to 27.2% in <strong>2010</strong>, due to the effect of the higher average<br />
rate of exchange for imports, supply restrictions due to electricity rationing and adverse<br />
climate conditions.<br />
The Venezuelan oil basket averaged US$/Bs 72.7 (US$/Bs 57 in 2009), which boosted the<br />
volume of oil exports invoiced by more than US$ 8 billion while imports stagnated at US$ 38<br />
billion, leading to a trade surplus of US$ 27,173 million (US$ 19,153 million in 2009). The Balance<br />
of Services deficit (-US$ 8,857 million) and the Capital and Financial Account deficit (-US$ 18,799<br />
million) and Errors and Omissions (-US$ 3,639 million), led to a global Balance of Payments<br />
deficit of US$ 8,060 million (-US$ 10,262 million in 2009), reducing the International Reserves<br />
by 15.7%, making the balance US$ 29,500 million.<br />
Fiscal spending grew a nominal 13.7% which, after taking inflation into account, means a real<br />
fall of 10.4% (-16.4% in 2009). Despite stronger oil prices, ordinary income grew by only 7.1%,<br />
making a financial deficit of Bs 50,410 million, 41.6% more than in 2009.<br />
Money supply grew 25.3% (21.2% in 2009), 16% below inflation (-4.5% in 2009), due to the<br />
restrictive effect of the Venezuelan Central Bank’s open market operations, lower real primary<br />
expenditure and the moderate expansion of credit, factors that more than offset the effect of<br />
the reduction in the marginal reserve ratio from 23% to 17%.<br />
Lending rates averaged 18.2% and savings and term deposit rates 12.6% and 14.1%. In real terms<br />
both rates returned to negative, -6.9% for lending rates and -9.7% for deposit rates.<br />
Products and Services<br />
In <strong>2010</strong> Mercantil Banco continued to develop new products and services to meet the needs<br />
of the customer base which now exceeds 3,630,000.<br />
Supporting the Majorities Banking strategy targeted at the unbanked sector of the<br />
population, during the second half of the year Mercantil Banco continued to expand its<br />
Mercantil Aliado network and by year end had 140 service points, made up of 46 trading desks<br />
and 94 trading points, in Aragua, Sucre, Vargas and Miranda states, as well as in Caracas<br />
(Distrito Capital), thereby reaffirming its strategy and commitment to offer products and<br />
services to low-income communities attracting new customers.<br />
Mercantil Servicios Financieros<br />
15
Conserving its leadership in terms of market positioning and expansion, Mercantil Banco<br />
continued with its process to migrate the debit card platform to the new chip technology. It<br />
began replacing magnetic band credit cards to adapt them to chip technology and received<br />
the corresponding certification from Visa and MasterCard.<br />
In December Mercantil Banco completed the process of modernizing 1,319 ATMs and adapting<br />
them to chip technology, becoming the first institution in the country to have a nationwide<br />
network with this important security mechanism.<br />
The Internet channel continued to be the method of choice for Mercantil Banco’s clients, with<br />
more online transactions than the other channels and by December <strong>2010</strong> accounted for more<br />
than 46%. Customer preference for Internet banking responds to the strategy to add value<br />
through the ongoing supply of innovative products and services based fundamentally on<br />
payment and collection facilities, delivered quickly, easily and securely, 24/7.<br />
The audit of the maintenance and renewal of Mercantil Banco’s ISO 9001:2008 certifications<br />
by Fondonorma, the Venezuelan Standardization and Quality Certification Institute, which<br />
concluded with zero non-conformities, was highly satisfactory. Already 9 lines of service have<br />
been ISO 9001 certified: 2008.<br />
Mercantil Seguros created the Customer Service Unit to offer its clients a better service and<br />
handle their queries and issues. This is designed to offer a comprehensive service so<br />
customers can file a final appeal on decisions that fail to meet their expectations and promise<br />
a timely response.<br />
At the close of <strong>2010</strong> the assets of the mutual fund Portafolio de Renta Fija Fondo Mutual was<br />
Bs 516 million with 150,576 clients, representing 36.4% and 9.3% growth respectively. Plan<br />
Crecer Mercantil’s equity which is based on the programmed acquisition of investment units<br />
grew 46.7% in terms of equity and 13.7% in terms of the number of clients.<br />
In December a new branch of Mercantil Bank (Panama) opened in Colón. Its main goal is to<br />
offer financial services to the companies operating in the Colón Free Zone, as well as to<br />
executives and clients, through which all the operations currently handled by the Bank can be<br />
carried out. This will be the second branch of Mercantil Bank (Panama) to open there.<br />
Annual Report <strong>2010</strong><br />
16
85th Anniversary<br />
During the second half of the year several events were held in connection with the 85th<br />
anniversary of Mercantil Banco’s foundation. For example, on October 24 Espacio Mercantil<br />
was inaugurated in the Altamira district of Caracas. This is a space devoted entirely to art and<br />
culture with a view to reaching out to the community.<br />
Espacio Mercantil will organize a program of exhibitions and events, including talks, meet-ups<br />
and guided visits, specially designed to allow the public to view Colección Mercantil, a collection<br />
of works of art by different Venezuelan artists from the 18th century to the present day.<br />
Through this initiative Mercantil ratifies its reiterated vocation to reach out to the community<br />
through the dissemination of Venezuelan art.<br />
Also within the framework of its anniversary celebrations, on November 14 Mercantil’s<br />
employees participated on a massive scale in the Mercantil <strong>2010</strong> walk and on December 10 an<br />
event was held to present lapel pins to staff with 15, 20, 25, 30 and 35 years of service.<br />
Prevention and Control of Money Laundering<br />
Money laundering prevention and control is a priority for Mercantil and is part of our<br />
organizational culture. The Company has maintained the internal control and monitoring<br />
standards necessary to ensure early detection of money laundering operations in each of the<br />
activities of its subsidiaries and has stepped up staff training in this area.<br />
To ensure compliance with anti-money laundering legislation, Mercantil has a<br />
“Comprehensive Money Laundering Prevention and Control System” both in Venezuela and<br />
at its foreign subsidiaries, as well as Operational and Follow-Up plans, and Monitoring and<br />
Oversight plans. It systematically applies its “Know your Customer” policy which is the pivotal<br />
point of its anti-money laundering program.<br />
Corporate Social Responsibility<br />
Mercantil has always fostered, promoted and supported social development programs.<br />
Mercantil’s social investment, in <strong>2010</strong> was Bs 8.2 million, channeled mainly through Fundación<br />
Mercantil and its subsidiaries in Venezuela and the United States.<br />
Mercantil earmarked 52% of the contributions in this area for educational institutions and<br />
48% for social development, healthcare, cultural and religious institutions.<br />
In <strong>2010</strong>, Mercantil accentuated its support for primary education in Venezuela through its<br />
“Give your School a Helping Hand” program which has been going strong for more than 27<br />
years, as well as a new program undertaken with the Fe y Alegría institution to strengthen<br />
the physical infrastructure of schools in Monagas, Bolívar and Anzoátegui states.<br />
Mercantil also supports Higher Education through its contributions to various universities:<br />
Católica Andrés Bello, Simón Bolívar, Carabobo, Metropolitana, Monteávila, Central de Venezuela<br />
and Zulia.<br />
Mercantil Servicios Financieros<br />
17
The voluntary work of staff from the companies in Venezuela and abroad in different social<br />
action activities has also been growing.<br />
In the United States, as part of Mercantil’s social commitment, a series of programs by the<br />
Anti-Cancer League, March of Dimes and Miami Metrozoo were promoted in South Florida,<br />
the Juilliard School in New York and the Museum of Modern Art in Houston were promoted.<br />
Within the framework of the Community Reinvestment Act (CRA) program, backing was also<br />
given to a number of institutions that directly promote the social development of low-income<br />
communities.<br />
Acknowledgements<br />
In July <strong>2010</strong> The Banker magazine ranked Mercantil Servicios Financieros, C.A. number 291 on<br />
its list of the Top 1000 World Banks. According to the ranking Mercantil Servicios Financieros<br />
is the first financial institution in Venezuela and the 10th financial services company in Latin<br />
America.<br />
In April, Mercantil Servicios Financieros, C.A. was once again included among the world’s top<br />
2000 companies in the world by Forbes Magazine, this time at number 1,297, climbing 36<br />
positions since 2009.<br />
The Banker and Latin Finance magazines, in July and November <strong>2010</strong> respectively,<br />
acknowledged the Mercantil Banco subsidiary as the “Best Bank in Venezuela in <strong>2010</strong>”.<br />
Global Finance, in its July <strong>2010</strong> edition, awarded the Mercantil Banco subsidiary its prize as<br />
“Best Trade Finance Provider in Venezuela”.<br />
For the second year running Mercantil Commercebank received the Top 100 Minority<br />
Business Award® from the Greater Miami Chamber of Commerce (GMCC). The Bank was<br />
also recognized in the “Community Involvement” category.<br />
Development and Working Environment<br />
The results of the organizational climate survey <strong>2010</strong> conducted by the Great Place to Work<br />
Institute showed Mercantil Seguros and Mercantil Banco at number 12 and number 13,<br />
respectively, on the list of the best places to work in Venezuela. Mercantil Seguros is the only<br />
company in the insurance sector on that list and this is the sixth year running that Mercantil<br />
Banco is on it.<br />
Annual Report <strong>2010</strong><br />
18
Special mention should be made of Mercantil’s effort to design and implement ongoing<br />
training and development programs to allow all the staff to improve their professional level<br />
and keep their knowledge up to date.<br />
Relations between bank officials and employees have continued to evolve within the<br />
traditional spirit of harmony and cooperation and the Board of Directors wishes to<br />
acknowledge them for their efficiency and dedication in carrying out their work.<br />
Pursuant to a Resolution passed by the National Securities Commission (CNV), the contents<br />
of form CNV-FG-010 shows remunerations paid to Company Directors and Executives during<br />
the second semester amounting to Bs 4,180,459.32.<br />
During <strong>2010</strong>, a number of Alternate Directors attended Board meetings, either standing in for<br />
Directors in their absence, or as invitees. On the occasion of the President’s and the Executive<br />
President’s temporary absences, some of the Executive President’s functions were delegated<br />
to members of the Executive Committee.<br />
Yours sincerely,<br />
Gustavo A. Marturet<br />
Alejandro González Sosa<br />
Gustavo J. Vollmer H.<br />
Alfredo Travieso P.<br />
Luis A. Romero M.<br />
Gustavo J. Vollmer A.<br />
Jonathan Coles W.<br />
Víctor J. Sierra A.<br />
Roberto Vainrub A.<br />
Miguel Ángel Capriles López<br />
Mercantil Servicios Financieros<br />
19
Armando LIRA<br />
Valles del Tuy, 1956<br />
Oil on canvas<br />
73.5 x 90 cm<br />
Yungay, Chile, 1903 - Caracas, 1959<br />
In 1923, Lira entered the Fine Arts School of Santiago de Chile, where he graduated as a Professor of<br />
Drawing. Subsequently, he received a scholarship to study in Europe. In 1936, he was hired by the<br />
Venezuelan government to head the “Chilean Mission,” with the objective to help direct the restructuring<br />
of the Academy of Fine and Applied Arts. After several years abroad, he finally settled in Venezuela and<br />
began an intensely prolific artistic period inspired by the rural and urban landscapes of Venezuela’s<br />
geography.
Statutory Auditors’ Report<br />
To the<br />
Shareholders of<br />
Mercantil Servicios Financieros, C.A.<br />
Dear Shareholders,<br />
Mercantil Servicios Financieros<br />
21<br />
Caracas, February 28, 2011<br />
In our capacity as the Company’s Statutory Auditors, and in conformity with the provisions of<br />
Articles 287 and 311 of the Commercial Code, and the Professional Standards relating to Statutory<br />
Auditors, we are pleased to inform you that we have examined the consolidated balance sheet of<br />
Mercantil Servicios Financieros, C.A. and its subsidiaries at December 31, <strong>2010</strong> and the related<br />
consolidated income statement, statement of shareholders’ equity and cash flows for the period<br />
then ended. The preparation of these financial statements and their notes is the responsibility<br />
of Management. Our responsibility is to express an opinion on these financial statements based<br />
on our audits.<br />
We were appointed by the Ordinary General Shareholders' Meeting which we attended on March<br />
26, <strong>2010</strong>.<br />
Our examination was conducted in accordance with generally accepted auditing standards and<br />
as such included selective tests of the accounting records and other audit procedures we deemed<br />
necessary under the circumstances. We have also taken into account the report of external<br />
auditors Espiñeira, Sheldon y Asociados for the same period, which should be treated as an<br />
integral part of this report, with whose content we agree, and which we attach hereto.<br />
Based on our analysis, we can confirm that the Company maintains adequate controls over its<br />
loan and investment portfolios which are subject to ongoing analysis and monitoring so that the<br />
appropriate provisions can be created. The Company also maintains the provisions prescribed in<br />
its Bylaws and declares and pays the dividends to which it is obligated under its Bylaws and the<br />
Law. Further, the Company’s internal accounting controls and policies justify our view that there<br />
is no current or potential risk of conditions that are likely to weaken its financial position.<br />
In our opinion, the aforementioned consolidated financial statements present fairly the financial<br />
position of Mercantil Servicios Financieros, C.A. and its subsidiaries at December 31, <strong>2010</strong> and<br />
the results of their operations and cash flows for the period then ended, in conformity with the<br />
standards of the National Securities Commission. The Company presents the consolidated<br />
financial statements in inflation-adjusted values as supplemental information.<br />
Yours sincerely,<br />
Umberto Chirico Manuel Martínez Abreu<br />
Alternate Statutory Auditor Alternate Statutory Auditor<br />
Encl. Report of “Espiñeira, Sheldon y Asociados”.
César PRIETO<br />
Los Caobos, around 1948<br />
Oil on canvas<br />
50.5 x 60.5 cm<br />
Santa María de Ipire, State of Guárico, 1882 - Caracas, 1976<br />
Prieto moved to Caracas around 1900 to study at the Academy of Fine Arts. During his time at the<br />
Academy, he befriended several of the artists who later went on to form the Fine Arts Society. In 1936,<br />
he began teaching at the Academy of Fine and Applied Arts, while also spending considerable time<br />
painting portraits and landscapes of Caracas and its surrounding areas. In 1950, he received the National<br />
Award in Painting.
Financial Statements<br />
(In accordance with the standards of the National Securities Superintendency)<br />
Income Statement<br />
Unconsolidated<br />
(in thousands of Bs)<br />
Year Ended<br />
Income<br />
Financial Income<br />
Equity Investments in subsidiaries<br />
Total Income<br />
Expenses<br />
Operating<br />
Financial<br />
Total Expenses<br />
Net Income<br />
Alejandro González<br />
Executive President<br />
Balance Sheet<br />
Unconsolidated<br />
(in thousands of Bs)<br />
Year Ended<br />
Assets<br />
Cash and Due from Banks<br />
Investment Portfolio<br />
Other Assets<br />
Total Assets<br />
Liabilities and Shareholders’ Equity<br />
Unsecured Bonds and Commercial Papers<br />
Other Liabilities<br />
Total Liabilities<br />
Shareholders’ Equity<br />
Total Liabilities and Shareholders’ Equity<br />
<strong>2010</strong><br />
bolivars<br />
8,848<br />
2,326,939<br />
2,335,787<br />
(115,699)<br />
(43,775)<br />
(159,474)<br />
2,176,313<br />
Alfonso Figueredo Davis<br />
Global Chief Financial Officer<br />
2009<br />
bolivars<br />
4,018<br />
967,357<br />
971,375<br />
(132,360)<br />
(43,323)<br />
(175,683)<br />
795,692<br />
Mercantil Servicios Financieros<br />
23<br />
2008<br />
bolivars<br />
15,440<br />
1,170,764<br />
1,186,204<br />
(159,628)<br />
(67,589)<br />
(227,217)<br />
958,987<br />
Isabel Pérez Sanchis<br />
Corporate Comptroller<br />
<strong>2010</strong><br />
bolivars<br />
56,577<br />
8,877,607<br />
(21,678)<br />
8,912,506<br />
80,000<br />
319,206<br />
399,206<br />
8,513,300<br />
8,912,506<br />
2009<br />
bolivars<br />
7,682<br />
5,229,544<br />
36,751<br />
5,273,977<br />
326,009<br />
68,158<br />
394,167<br />
4,879,810<br />
5,273,977<br />
Gustavo A. Marturet<br />
President<br />
2008<br />
bolivars<br />
15,908<br />
4,333,012<br />
66,258<br />
4,415,178<br />
191,374<br />
134,764<br />
326,138<br />
4,089,040<br />
4,415,178
Consolidated Balance Sheet<br />
(In thousands of Bs and millons of US$)<br />
Year Ended<br />
Assets<br />
Cash and Due from Banks<br />
Cash and Due from Banks<br />
Central Bank of Venezuela<br />
Venezuelan Banks and other Financial Institutions<br />
Foreing Banks and Other Financial Institutions<br />
Pending Cash Items<br />
(Allowance for Cash and Due from banks)<br />
Invesments Portfolio<br />
Invesments in Trading Securities<br />
Invesments in Securities Available-for-Sale<br />
Invesments in Securities Held-to-Maturity<br />
Share Trading Portfolio<br />
Invesments in Time Deposits and Placements<br />
Restricted Investments and Repos<br />
Financial Direct Assets<br />
Loan Portfolio<br />
Current<br />
Restructured<br />
Past-Due<br />
In Litigation<br />
(Allowance for losses on Loan Portfolio)<br />
Interest and Commissions Receivable<br />
Long-Term Investments<br />
Assets Available for Sale<br />
Property and Equipment<br />
Other Assets<br />
Total Assets<br />
<strong>2010</strong><br />
US$ (1)<br />
245<br />
2,108<br />
1<br />
283<br />
119<br />
-<br />
2,756<br />
54<br />
3,984<br />
145<br />
4<br />
453<br />
394<br />
5,034<br />
Annual Report <strong>2010</strong><br />
24<br />
-<br />
9,881<br />
159<br />
236<br />
66<br />
10,342<br />
(334)<br />
10,008<br />
113<br />
44<br />
22<br />
161<br />
369<br />
18,507<br />
<strong>2010</strong><br />
bolivars<br />
1,050,803<br />
9,043,256<br />
5,073<br />
1,213,412<br />
512,402<br />
-<br />
11,824,946<br />
232,550<br />
17,087,370<br />
623,040<br />
15,831<br />
1,941,999<br />
1,690,940<br />
21,591,730<br />
-<br />
42,384,693<br />
683,007<br />
1,011,526<br />
282,840<br />
44,362,066<br />
(1,433,960)<br />
42,928,106<br />
482,918<br />
188,824<br />
94,879<br />
689,246<br />
1,582,313<br />
79,382,962<br />
2009<br />
bolivars<br />
801,598<br />
7,673,511<br />
36,820<br />
557,517<br />
410,612<br />
-<br />
9,480,058<br />
71,772<br />
10,136,710<br />
456,373<br />
19,971<br />
2,029,133<br />
1,330,133<br />
14,044,092<br />
293,880<br />
27,017,149<br />
87,870<br />
854,373<br />
71,056<br />
28,030,448<br />
(892,725)<br />
27,137,723<br />
301,846<br />
153,336<br />
51,453<br />
490,039<br />
1,122,383<br />
53,074,810<br />
2008<br />
bolivars<br />
692,405<br />
6,112,488<br />
31,819<br />
559,096<br />
343,301<br />
(8)<br />
7,739,101<br />
56,581<br />
5,587,336<br />
641,453<br />
45,088<br />
8,113,010<br />
128,188<br />
14,571,656<br />
312,012<br />
22,229,944<br />
49,413<br />
541,868<br />
24,219<br />
22,845,444<br />
(626,329)<br />
22,219,115<br />
322,388<br />
92,556<br />
25,243<br />
514,814<br />
1,032,992<br />
46,829,877<br />
2007<br />
bolivars<br />
422,006<br />
5,213,551<br />
4,238<br />
110,590<br />
378,624<br />
(315)<br />
6,128,694<br />
260,393<br />
5,910,348<br />
1,096,678<br />
33,520<br />
3,995,194<br />
176,074<br />
11,472,207<br />
324,579<br />
19,545,543<br />
24,644<br />
116,978<br />
7,779<br />
19,694,944<br />
(356,452)<br />
19,338,492<br />
245,939<br />
57,318<br />
22,462<br />
426,255<br />
1,033,606<br />
39,049,552<br />
346,024<br />
2,911,146<br />
2,867<br />
60,277<br />
499,530<br />
(230)<br />
3,819,614<br />
398,438<br />
6,272,875<br />
657,125<br />
16,294<br />
4,305,053<br />
309,436<br />
11,959,221<br />
92,808<br />
14,726,303<br />
28,414<br />
103,767<br />
7,283<br />
14,865,767<br />
(293,500)<br />
14,572,267<br />
(1) Dollar figures are given for reference purposes only and are converted at the exchange rate at the end of the period (Bs 4.2893/US$). Exchange control has been in place in Venezuela since February<br />
2003.<br />
Alejandro González<br />
Executive President<br />
Alfonso Figueredo Davis<br />
Global Chief Financial Officer<br />
Isabel Pérez Sanchis<br />
Corporate Comptroller<br />
Gustavo A. Marturet<br />
President<br />
2006<br />
bolivars<br />
186,174<br />
36,784<br />
5,068<br />
319,368<br />
725,663<br />
31,716,967
Consolidated Balance Sheet<br />
(In thousands of Bs and millons of US$)<br />
Year Ended<br />
Liabilities and Shareholders’ Equity<br />
Deposits<br />
Non-Interest Bearing Checking Accounts<br />
Interest Bearing Cheking Accounts<br />
Saving Deposits<br />
Time Deposits<br />
Debt Authorized by the<br />
National Securities Commission<br />
Publicly Offered<br />
Debt Securities<br />
(1) Dollar figures are given for reference purposes only and are converted at the exchange rate at the end of the period (Bs 4.2893/US$). Exchange control has been in place in Venezuela since February<br />
2003.<br />
Alejandro González<br />
Executive President<br />
Liabilities<br />
Financial Liabilities<br />
Obligations with Banks and Savings and Loan Institutions<br />
In Venezuela up to one year<br />
In Venezuela for more than one year<br />
Abroad up to one year<br />
Abroad for more than one year<br />
Financial liabilities indexed to Securities<br />
Liabilities Under Repurchase Agreements<br />
Other Liabilities up to one year<br />
Other Liabilities for more than one year<br />
Interest and Commissions Payable<br />
Other Liabilities<br />
Subordinated Debt<br />
Total Liabilities<br />
Minority Interest in Consolidated Subsidiaries<br />
Shareholders’ Equity<br />
Capital<br />
Paid-Up Capital<br />
Maintenance of Paid-In Capital<br />
Premium for Issuing Stock<br />
Capital Reserves<br />
Adjustment for Conversion of Net Assets<br />
by Subsidiaries Abroad<br />
Retained Earnings<br />
Shares Repurchased and Held by Subsidiaries<br />
Repurchased shares restricted<br />
for employees´ stock option plan<br />
Unrealized Gain from Adjustment at<br />
Market Value of Investments<br />
Total Shareholders’ Equity<br />
Total Liabilities and Shareholders’ Equity<br />
<strong>2010</strong><br />
US$ (1)<br />
Alfonso Figueredo Davis<br />
Global Chief Financial Officer<br />
3,782<br />
4,646<br />
4,664<br />
1,448<br />
14,540<br />
16<br />
16<br />
59<br />
33<br />
128<br />
302<br />
-<br />
202<br />
6<br />
-<br />
730<br />
7<br />
1.117<br />
112<br />
16,522<br />
Mercantil Servicios Financieros<br />
25<br />
1<br />
36<br />
45<br />
47<br />
39<br />
361<br />
1,381<br />
(4)<br />
(10)<br />
89<br />
1,985<br />
18,507<br />
<strong>2010</strong><br />
bolivars<br />
16,222,179<br />
19,929,002<br />
20,004,694<br />
6,211,038<br />
62,366,913<br />
67,043<br />
67,043<br />
252,874<br />
140,000<br />
548,552<br />
1,296,441<br />
-<br />
866,439<br />
27,201<br />
2,120<br />
3,133,627<br />
29,475<br />
4,789,814<br />
478,591<br />
70,865,463<br />
4,199<br />
154,406<br />
191,709<br />
203,536<br />
166,715<br />
1,550,096<br />
5,922,273<br />
(16,182)<br />
(41,569)<br />
382,316<br />
8,513,300<br />
79,382,962<br />
2009<br />
bolivars<br />
10,398,275<br />
12,232,187<br />
13,902,051<br />
6,315,191<br />
42,847,704<br />
312,394<br />
312,394<br />
120,319<br />
-<br />
456<br />
432,673<br />
364,146<br />
722,730<br />
22,999<br />
2,137<br />
1,665,460<br />
27,138<br />
3,094,804<br />
244,656<br />
48,192,156<br />
2,844<br />
155,976<br />
191,709<br />
203,894<br />
166,715<br />
280,144<br />
3,922,188<br />
(29,319)<br />
(37,820)<br />
26,323<br />
4,879,810<br />
53,074,810<br />
Isabel Pérez Sanchis<br />
Corporate Comptroller<br />
2008<br />
bolivars<br />
7,789,967<br />
9,642,957<br />
11,427,879<br />
7,350,564<br />
36,211,367<br />
173,922<br />
173,922<br />
112,502<br />
-<br />
2,649<br />
325,443<br />
1,870,860<br />
776,345<br />
61,256<br />
2,904<br />
3,151,959<br />
37,751<br />
2,918,561<br />
244,656<br />
42,738,216<br />
2,621<br />
155,976<br />
191,709<br />
201,279<br />
166,715<br />
279,497<br />
3,273,354<br />
(16,515)<br />
(32,472)<br />
(130,503)<br />
4,089,040<br />
46,829,877<br />
2007<br />
bolivars<br />
6,644,492<br />
8,188,269<br />
8,777,472<br />
7,677,380<br />
31,287,613<br />
356,144<br />
356,144<br />
161,279<br />
72,000<br />
64,597<br />
80,081<br />
588,320<br />
681,983<br />
115,049<br />
3,488<br />
1,766,797<br />
47,771<br />
1,936,796<br />
244,656<br />
35,639,777<br />
2,161<br />
156,479<br />
191,709<br />
201,668<br />
166,715<br />
273,672<br />
2,447,230<br />
(12,900)<br />
(29,127)<br />
12,168<br />
3,407,614<br />
39,049,552<br />
Gustavo A. Marturet<br />
President<br />
2006<br />
bolivars<br />
5,128,745<br />
6,221,425<br />
7,160,491<br />
6,736,211<br />
25,246,872<br />
259,087<br />
259,087<br />
267,726<br />
100,000<br />
163,367<br />
83,711<br />
395,286<br />
581,313<br />
140,046<br />
5,168<br />
1,736,617<br />
37,130<br />
1,576,382<br />
268,247<br />
29,124,335<br />
3,209<br />
107,717<br />
191,709<br />
52,304<br />
166,715<br />
267,820<br />
1,823,396<br />
(13,950)<br />
(25,170)<br />
18,882<br />
2,589,423<br />
31,716,967
Consolidated Income Statement<br />
(In thousands of Bs and millons of US$)<br />
Year Ended<br />
Interest Income<br />
Income from Cash and Due from Banks<br />
Income from Investment Portfolio<br />
Income from Loan Portfolio<br />
Income from Financial Assets<br />
Total Interest Income<br />
Interest Expenses<br />
Interest on Demand and Savings Deposits<br />
Interest on Time Deposits<br />
Interest on Securities issued by the institution<br />
Interest on Financial Liabilities<br />
Total Interest Expenses<br />
Net Interest Income<br />
Provision for Losses on Loan Portfolio<br />
Expense for Devaluation of Investments in<br />
Available-for-Sale Securities<br />
Net Financial Margin<br />
Commissions and Other Income<br />
Trust Fund Operations<br />
Foreing Currency Transactions<br />
Commissions on Customer account Transactions<br />
Commissions on Letters of Credit and Guarantees Granted<br />
Equity in Long-Term Investment<br />
Exchange Gains<br />
Income on Sale of Investments Securities<br />
Other income<br />
Total Commissions and Other Income<br />
Insurance Premiums. Net of Claims<br />
Premiums<br />
Claims<br />
Total Insurance Premiums. Net of Claims<br />
Operating Income<br />
Operating Expenses<br />
Salaries and Employee Benefits<br />
Depreciation, Property and Equipment Expenses,<br />
Amortization of Intangibles and Other<br />
Fees Paid to Regulatory Agencies<br />
Other Operating Expenses<br />
Total Operating Expenses<br />
Net before Income taxes, Extraordinary items<br />
and Minority Interest<br />
Taxes<br />
Current<br />
Deferred<br />
Total Taxes<br />
Minority Interest<br />
Net Income for the Year<br />
(1) Dollar figures are given for reference purposes only and are converted at the average exchange rate of Bs 3.5827/US$ 1. Exchange control has been in place in Venezuela since February 2003.<br />
Alejandro González<br />
Executive President<br />
Alfonso Figueredo Davis<br />
Global Chief Financial Officer<br />
<strong>2010</strong><br />
US$ (1)<br />
2<br />
286<br />
1,268<br />
1<br />
1,557<br />
(426)<br />
(31)<br />
(8)<br />
(38)<br />
(504)<br />
1,053<br />
(269)<br />
Annual Report <strong>2010</strong><br />
26<br />
-<br />
784<br />
16<br />
(2)<br />
76<br />
6<br />
17<br />
297<br />
160<br />
332<br />
901<br />
917<br />
(799)<br />
117<br />
1,803<br />
(477)<br />
(126)<br />
(136)<br />
(364)<br />
(1,103)<br />
700<br />
(77)<br />
(16)<br />
(93)<br />
607<br />
-<br />
607<br />
<strong>2010</strong><br />
bolivars<br />
6,495<br />
1,025,296<br />
4,544,692<br />
1,849<br />
5,578,332<br />
(1,527,917)<br />
(111,867)<br />
(29,790)<br />
(135,410)<br />
(1,804,984)<br />
3,773,348<br />
(963,152)<br />
-<br />
2,810,196<br />
56,267<br />
(7,612)<br />
272,035<br />
22,265<br />
60,372<br />
1,063,278<br />
572,446<br />
1,190,182<br />
3,229,233<br />
3,284,696<br />
(2,863,982)<br />
420,714<br />
6,460,143<br />
(1,707,492)<br />
(453,031)<br />
(486,579)<br />
(1,303,751)<br />
(3,950,853)<br />
2,509,290<br />
(275,100)<br />
(56,676)<br />
(331,776)<br />
2,177,514<br />
(1,201)<br />
2,176,313<br />
2009<br />
bolivars<br />
11,179<br />
1,099,090<br />
3,488,723<br />
42,019<br />
4,641,011<br />
(1,305,262)<br />
(226,191)<br />
(124,809)<br />
(170,204)<br />
(1,826,466)<br />
2,814,545<br />
(759,658)<br />
(34,993)<br />
2,019,894<br />
48,265<br />
2,106<br />
230,693<br />
19,138<br />
64,774<br />
2,350<br />
198,947<br />
814,311<br />
1,380,584<br />
2,278,612<br />
(1,952,257)<br />
326,355<br />
3,726,833<br />
(1,370,994)<br />
(357,952)<br />
(192,011)<br />
(912,805)<br />
(2,833,762)<br />
893,071<br />
(96,890)<br />
-<br />
(96,890)<br />
796,181<br />
(489)<br />
795,692<br />
Isabel Pérez Sanchis<br />
Corporate Comptroller<br />
2008<br />
bolivars<br />
33,787<br />
957,586<br />
3,450,762<br />
31,951<br />
4,474,086<br />
(1,059,657)<br />
(428,639)<br />
(153,584)<br />
(156,442)<br />
(1,798,322)<br />
2,675,764<br />
(473,188)<br />
-<br />
2,202,576<br />
42,673<br />
3,067<br />
183,740<br />
31,113<br />
66,478<br />
(8,890)<br />
258,919<br />
634,718<br />
1,211,818<br />
1,666,930<br />
(1,391,018)<br />
275,912<br />
3,690,306<br />
(1,155,761)<br />
(293,118)<br />
(144,533)<br />
(952,166)<br />
(2,545,578)<br />
1,144,728<br />
(192,181)<br />
7,068<br />
(185,113)<br />
959,615<br />
(628)<br />
958,987<br />
2007<br />
bolivars<br />
11,525<br />
796,618<br />
2,218,304<br />
29,838<br />
3,056,285<br />
(532,103)<br />
(392,150)<br />
(88,407)<br />
(130,703)<br />
(1,143,363)<br />
1,912,922<br />
(126,897)<br />
-<br />
1,786,025<br />
40,682<br />
3,765<br />
181,808<br />
32,576<br />
41,333<br />
(1,537)<br />
184,632<br />
537,839<br />
1,021,098<br />
1,061,618<br />
(885,954)<br />
175,664<br />
2,982,787<br />
(904,364)<br />
(225,053)<br />
(113,320)<br />
(776,798)<br />
(2,019,535)<br />
963,252<br />
(188,552)<br />
9,183<br />
(179,369)<br />
783,883<br />
(550)<br />
783,333<br />
Gustavo A. Marturet<br />
President<br />
2006<br />
bolivars<br />
16,505<br />
678,562<br />
1,585,296<br />
1,132<br />
2,281,495<br />
(361,659)<br />
(374,582)<br />
(29,180)<br />
(77,289)<br />
(842,710)<br />
1,438,785<br />
(108,378)<br />
-<br />
1,330,407<br />
38,816<br />
2,020<br />
153,105<br />
24,622<br />
32,909<br />
9,494<br />
149,389<br />
447,496<br />
857,851<br />
675,611<br />
(562,175)<br />
113,436<br />
2,301,694<br />
(734,526)<br />
(169,523)<br />
(77,280)<br />
(643,990)<br />
(1,625,319)<br />
676,375<br />
(124,699)<br />
5,938<br />
(118,761)<br />
557,614<br />
(1,880)<br />
555,734
César PRIETO<br />
Calle caraqueña, around 1920<br />
Oil on canvas<br />
51 x 69 cm
Elisa Elvira ZULOAGA<br />
Paisaje de Caracas, 1967<br />
Oil on canvas adhered to cardboard<br />
45.7 x 60.7 cm<br />
Caracas, 1900 - 1980<br />
Zuloaga began studying painting and sculpture as a young girl. Between 1918 and 1920, she completed<br />
her art education in Paris and later became close friends with many members of the Fine Arts Society.<br />
She was part of the “Escuela de Caracas,” a generation that revitalized the country’s landscape painting.<br />
Her landscapes were characterized by a ground-breaking style that was, at the time, completely new in<br />
the Venezuelan art circles. In 1948, she was named Cultural Director for the Ministry of Education. She<br />
also received the National Award in Painting in 1952 and the National Award in Engraving in 1968.
Economic Climate<br />
Mercantil Servicios Financieros<br />
29<br />
Global<br />
During <strong>2010</strong>, the global economy was back<br />
on the growth path, thanks largely to the strong economic scenario of Asia and Latin America<br />
and a firm upturn in the U.S. economy. Contributions to the growth of the economic blocks<br />
have certainly not been homogeneous and it would be well to point out that at year end even<br />
some of the eurozone countries experienced acute difficulties in their fiscal position (and in<br />
their financial commitments), a deterioration in the valuation of their foreign debt and falling<br />
economic growth rates. Concern over the impact on the banking sector affected the price of<br />
other assets, such as shares and corporate bonds, especially in May and June. In May the<br />
European authorities and the Central European Bank approved action through the European<br />
Stabilization Mechanism (ESM) and the Securities Markets Programme (SMP) to promote<br />
liquidity and strengthen the prices of the sovereign debt of the countries in the eurozone<br />
that were under stress. Despite the difficulties in the eurozone, global GDP in <strong>2010</strong> grew<br />
between 3.3% (ECLAC, <strong>2010</strong>) and 3.6% (IIF, <strong>2010</strong>) which more than offset the 0.6% contraction<br />
seem in 2009. The eurozone, led by Germany, even experienced positive GDP variations in the<br />
order of 1.7% (vs -4.1% in 2009). Japan, whose dynamism was based on strong external<br />
demand (which explains around 51% of its economic growth) and a decisive fiscal stimulus<br />
policy, grew 4.3% in <strong>2010</strong> (as opposed to -6.3% in 2009). Dynamic trading in the Asia/Pacific<br />
economy led to around 9% growth at year end (compared to the already robust expansion of<br />
6.6% in 2009). China and India (with 10% and 8,7% growth respectively), given the size of<br />
their economies, still account for the bulk of that growth. That level of dynamism, especially<br />
in the case of China, is a response to the fiscal and credit stimulus packages and growing<br />
household income.<br />
United States<br />
The U.S. economy, supported by the drawn out expansive monetary policy, vigorous export<br />
growth and a sustained upturn in private consumer spending, grew 2.9% in <strong>2010</strong>, slightly below<br />
the long-term trend estimated at 3%. The Federal Reserve’s monetary policy to anchor shortterm<br />
interest rates (at 0.3%) registered no variations in <strong>2010</strong> and towards the end of the year<br />
the Fed even announced the implementation of a second “quantitative flexibility” mechanism<br />
designed to foster a heightened expectation of inflation (and greater household spending),<br />
thereby fueling the credit-generating potential of the banks. This strength of this monetary policy<br />
lies in the slightly deflationary levels registered in the U.S. economy. In effect average annualized<br />
inflation in <strong>2010</strong> measured by the consumer price index was -0.3%. Private consumer spending<br />
on durable goods expanded by a surprising 6.7% during the year, while spending on services by<br />
private agents only grew 0.6%. The same type of asymmetry occurred in the expansion of<br />
business investment by the private sector. While investment in hardware and software grew<br />
15.3%, investment in non-residential construction dropped 14.3%. However, GDP expansion was<br />
not sufficient to prevent unemployment at year end (9.6%) from exceeding the previous year’s<br />
figure (9.3%). Nevertheless, at year end requests for unemployment insurance dropped for the<br />
first time to 409,000, below the 2009 average of 457,000.
The recovery of world markets was not reflected in other markets such as real estate. In the<br />
second half of the year house prices fell yet again and by October the Case-Shiller Price Index was<br />
down 1%. High housing inventories during the year led to severe drops in the sale of new homes<br />
and used homes which in November registered interannual variations of -21.2% and -27.9%,<br />
respectively.<br />
Latin America<br />
In <strong>2010</strong> the region was back on track and growing again after a 2.9% contraction in 2009. The<br />
GDP of Latin America and the Caribbean expanded an aggregate 6% and 4.8% per capita over the<br />
same period. The unemployment rate fell to 7.2% (8.6% in 2009) and real remunerations increased<br />
in the majority of these countries. The weight of the counter-cyclical policies developed by the<br />
region’s governments made a decisive contribution to the recovery of economic growth, since<br />
although external demand was stronger than in 2009 (25%), imports grew more than exports<br />
(27.6%). The progress made in the past due to successive primary fiscal surpluses, price stability<br />
and exchange rate flexibility, made it possible in <strong>2010</strong> to convert fiscal policy into the pivotal<br />
point of the recovery without jeopardizing basic equilibriums.<br />
Inflation rose, closing at 6.2% (4.7% in 2009) due to the domestic transmission of higher<br />
international energy and food prices.<br />
The recovered dynamism of the world economy, despite its fluctuations, reinforced the region’s<br />
external position, reflected by a global balance of payments surplus of US$ 62,169 million, a<br />
nominal 34% higher than in 2009.<br />
The need to offset the domestic effects of the international financial crisis, both due to the drop<br />
in fiscal income and higher spending, meant that for the second year fiscal management would<br />
close with a deficit, this time of 0.6% of GDP (-1.1% in 2009).<br />
Venezuela<br />
For the second year running Venezuela's GDP contracted 1.4% (-3.3% in 2009), more<br />
pronounced in tradable activities (-3.1%) than in non-tradable activities (-1.4%), despite<br />
exchange adjustments at the beginning of the year and the sustained rise in oil prices. The<br />
activities that grew, despite the overall tendency towards contraction, just as in 2009, were<br />
Communications 9.3%, General Government 2.6% and Community, Social and Personal<br />
Services 0.6%. The activities that contracted the most were Mining -13.4%, Construction -<br />
7.1%, Electricity -6.1% and Trade -6.19%. Unemployment levels in <strong>2010</strong> (6.5%) were similar to<br />
2009 levels (6.5%). In the case of domestic aggregate demand (-0.9% vs -7.9% in 2009), its<br />
fundamental component, private consumer spending fell 2.3% (-3.2% in 2009), while gross<br />
fixed capital formation shrunk 4.4% (-8.2% in 2009). The only component to experience a<br />
positive variation was public consumer spending with 2.6% (2.3% in 2009). The external<br />
components of aggregate supply and demand also fell. Imports were down 4.6% (-19.6% in<br />
2009) and exports 12.4% (-12.9% in 2009).<br />
Inflation rose from 25.1% in 2009 to 27.7% in <strong>2010</strong>, due to the effect of the higher average<br />
rate of exchange for imports, supply restrictions due to electricity rationing and adverse<br />
climate conditions.<br />
Oil basket prices continued to recover in <strong>2010</strong> from their most recent minimum value<br />
(December 2008) of US$ 31.6/bbl. Last year they averaged US$/72.7/bbl compared to<br />
US$ 57/bbl in 2009. Despite lower production and export volumes, these sound prices have<br />
raised the volume of oil exports invoiced by more than US$ 8 billion, which with imports<br />
stagnant at US$ 38 billion, produced a balance of trade surplus of US$ 27,173 million (compared<br />
Annual Report <strong>2010</strong><br />
30
Summary of Economic Performance 2009 <strong>2010</strong><br />
Percentage variation of Gross<br />
Domestic Product %<br />
Total -3.3 -1.9<br />
Oil Sector -7.2 -2.2<br />
Non Oil Sector -2.0 -1.8<br />
Exchange Rate. Bs/US$<br />
End of Period 2.15 2.60-4.30<br />
Average 2.15 2.60-4.30<br />
Exchange Rate Variation %<br />
End of Period - 20.9%-100%<br />
Average - 20.9%-100%<br />
Inflation<br />
Cumulative Variation 25.1 27.2<br />
Annualized Variation 22.1 24.0<br />
Interest Rate - End of Period<br />
Average Lending Rates (6 main Banks) 18.9 17.8<br />
90 day Time Deposits (6 main Banks) 15.0 14.7<br />
Source: Central Bank of Venezuela (BCV) and in-house calculations<br />
with +US$ 19,153 million in 2009). The Balance of Services deficit (-US$ 8,857 million) and the<br />
Capital and Financial Account deficits (-US$ 18,799 million), plus Errors and Omissions<br />
(-US$ 3,639 million), led to a global Balance of Payments deficit of US$ 8,060 million<br />
(-US$ 10,262 million in 2009). International reserves in the hands of the Central Bank closed<br />
at US$ 29,500 million, 15.7% down compared to 2009.<br />
Fiscal spending continued to drop while spending grew a nominal 13.7% which, after taking<br />
inflation into account, means a real fall of 10.4% (-16.4% in 2009). Despite stronger oil prices,<br />
ordinary income grew by only 7.1%, below the rate of spending, making the financial deficit<br />
Bs 50,410 million, 41.6% more than the previous year.<br />
Money supply grew 25.3% (21.2% in 2009) which, after taking inflation into account, means a<br />
real reduction of 1.6% (-4.5% in 2009). This new demonetization was, on the one hand, the<br />
result of the restrictive effect of the Venezuelan Central Bank’s (BCV) open market operations,<br />
despite the reduction of the marginal reserve ratio from 23% to 17%, the fall in real primary<br />
spending and the slowdown in bank lending, or credit crunch.<br />
The monetary policy had a slightly contractionary net effect , in the order of Bs 1,494 million<br />
versus the expansionary net effect of Open Market Operations, Bs 15,098 million in 2009,<br />
leading to an increase in the accumulated stock of securities issued by the BCV of 9.6% which<br />
is 3.8% of money in the hands of the public (M2).<br />
The lending rates of the commercial and full-service banks continued to drop against the<br />
23.2% average in 2008, and in <strong>2010</strong> they were down again 253 basis points (18.2%), similar to<br />
the 20.7% reduction of 2009. Deposit rates for savings and term deposit averaged 12.6% and<br />
14.1% respectively, which is 90 and 130 basis points less that the return on these financial<br />
instruments in 2009. Real interest rates turned negative again, for the ninth year running in<br />
the case of deposit rates and for the fifth in the case of lending rates. The real lending rate<br />
averaged -6.9% in <strong>2010</strong> (-5% in 2009) and -9.7% for the real deposit rate (-8.6% in 2009).<br />
Mercantil Servicios Financieros<br />
31
Elisa Elvira ZULOAGA<br />
Paisaje con niñas, 1954<br />
Oil on canvas<br />
64.7 x 50 cm
Mission<br />
To fulfill the needs of individuals and<br />
communities where Mercantil has<br />
presence, by providing excellent<br />
financial products and services in<br />
various market segments, enhancing<br />
shareholder’s value by efficiently using<br />
our available resources.<br />
Vision<br />
To be the independent financial<br />
institution of reference in the areas of<br />
banking, asset management and<br />
insurance in the markets we serve.<br />
Strategic<br />
Positioning<br />
Mercantil bases its strategic guidelines on its<br />
corporate mission, long-term strategic vision and its principles and values.<br />
Principles and Values<br />
• To be the best financial services provider measured by the degree to which customers’ needs and<br />
expectations are met, through products and services considered by them as the best in the market.<br />
• To be the financial institution of reference in terms of excellent service quality.<br />
• To be recognized for having sound and proven ethical principles.<br />
• To be an integral institution and an important factor in the development of the community and<br />
places in which it is involved.<br />
• To have the best and most capable group of human resources.<br />
• To exercise optimum risk management along with an excelent assets and liabilities management.<br />
• To maintain a constant focused approach to the operating efficiency of the organization as a<br />
whole, using technology to support the overall exercise of its management.<br />
• To be a modern and innovative institution, capable of anticipating the requirements of its<br />
customers and the organization’s response.<br />
• To be an institution with a broad shareholder base, governed by the best principles of<br />
transparency and access to information that our shareholders and the securities market expect.<br />
Mercantil continues to implement a global business strategy based on the development of<br />
client value differentiation to satisfy all their banking, insurance and wealth management needs.<br />
In <strong>2010</strong>, Mercantil focused its efforts on the continuous improvement of processes and<br />
products to meet financing needs in different segments, following established risk parameters,<br />
such as a wider offer of electronic and self-service products in line with its aim to improve the<br />
quality of customer service through different channels.<br />
Within the framework of the differentiated value proposals, Mercantil continued to implement<br />
the Mercantil Aliado network targeted at the Majority Market. All of this enhanced Mercantil’s<br />
knowledge of and contact with its clients and its ability to customize the product offering and<br />
mix to their financial needs.<br />
In our international network through an approach based on client value differentiation to meet<br />
the financial clients’ needs, we continue to strengthen our activity in the United States, Latin<br />
America, Europe and Asia. Hence we have continued with our growth and diversification<br />
strategy to boost domestic activity in the United States and Panama. We have also<br />
strengthened our activity in Switzerland as a key factor in developing the Private Banking and<br />
Wealth Management business.<br />
All of this has been undertaken in strict compliance with the regulations applicable in the<br />
countries where we operate, with strong capitalization and with the principles of transparency<br />
and sound management which are key to Mercantil’s strategic positioning, the nature of the<br />
institution and its day-to-day activity.<br />
Mercantil Servicios Financieros<br />
33
Federico Brandt<br />
Azotea, around 1924<br />
Oil on canvas<br />
45.5 x 59.5 cm<br />
Caracas, 1878 - 1932<br />
Brandt is considered one of the greatest Venezuelan landscape painters of the first half of the twentieth<br />
century. He attended the Academy of Fine Arts and studied at Arturo Michelena’s Art Studio, as well as<br />
in renowned schools and art studios in Germany and France. Although he did not become a professional<br />
painter, his passion for art led him to dedicate the majority of his free time to painting. He joined the Fine<br />
Arts Society and forged lasting friendships with many of its members.
Management<br />
Discussion and Analysis<br />
Summary of Consolidated<br />
Balance Sheet<br />
Year end<br />
(In thousands of Bs and millions of US$<br />
except percentages)<br />
Total Assets<br />
Investment Portfolio<br />
Loan Portfolio, Net<br />
Deposits<br />
Shareholders’ Equity<br />
Trust Fund Assets<br />
Assets by Currency<br />
Bs. 79,383 million<br />
(US$ 18,507 million)<br />
Year <strong>2010</strong><br />
Bolivars 58%<br />
US Dollar 42%<br />
Balance Sheet<br />
A summary balance sheet for <strong>2010</strong> is shown<br />
below and the main variations by comparison with 2009 are commented on:<br />
The audited financial statements and their notes can be found in the inside back cover of this Report.<br />
The accounting standards used are summarized at the end of this chapter.<br />
Total Assets<br />
Total assets were Bs 79,383 million (US$ 18,507 million) 1 , representing 49.6% annual growth.<br />
This variation includes: a) 18.9% growth of the domestic operation, b) 4.2% growth of the<br />
overseas operation in dollar terms, and c) 26.5% increase (Bs 14,073 million) due to currency<br />
translation effects.<br />
The total consolidated assets of Mercantil Banco Universal, including overseas agencies, grew<br />
Bs 9,306 million (24.9%) from Bs 37,333 million (US$ 17,408 million) 1 at December 31, 2009 to<br />
Bs 46,639 million (US$ 10,873 million) 1 at year end. At December 31, <strong>2010</strong> Mercantil Banco<br />
Universal ranks fourth in the Venezuelan financial system in terms of total assets with 11.4%<br />
of the market. The leading institution has a 13.2% market share while the four largest banks<br />
in the country account for 49.5%.<br />
The Mercantil Commercebank Florida Bancorp subsidiary (Mercantil Commercebank, N.A.’s<br />
holding company) had US$ 6,433 million1 (Bs 27,593 million) in total assets which represents<br />
US$ 485 million growth (8.2% in dollar terms and 116.3% in terms of bolivars for the purpose<br />
of consolidation) compared to US$ 5,948 million1 (Bs 12,756 million) in December 2009.<br />
At December 31, <strong>2010</strong> Mercantil Seguros’ assets accounts totaled Bs 3,350 million (US$ 781<br />
million) 1 , Bs 1,166 million (53,3%) more than the Bs 2,184 million (US$ 1,019 million) 1 registered<br />
in December 2009. Swiss subsidiary Mercantil Bank (Schweiz) A.G. had US$ 334 million1 (Bs 1,431 million) in assets at December 31, <strong>2010</strong>, US$ 3 million (1.0%) more than the US$ 330<br />
million1 (Bs 708 million) registered in December 2009.<br />
35<br />
<strong>2010</strong><br />
US$ (1)<br />
18,507<br />
5,034<br />
10,008<br />
14,540<br />
1,985<br />
2,247<br />
<strong>2010</strong><br />
bolivars<br />
79,382,962<br />
21,591,730<br />
42,928,106<br />
62,366,913<br />
8,513,300<br />
9,638,196<br />
2009<br />
bolivars<br />
53,074,810<br />
14,044,092<br />
27,137,723<br />
42,847,704<br />
4,879,810<br />
9,699,922<br />
Mercantil Servicios Financieros<br />
2008<br />
bolivars<br />
46,829,877<br />
14,571,656<br />
22,219,115<br />
36,211,367<br />
4,089,040<br />
8,605,247<br />
<strong>2010</strong> Vs. 2009<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
26,308,152<br />
7,547,638<br />
15,790,383<br />
19,519,209<br />
3,633,490<br />
(61,726)<br />
49.6<br />
53.7<br />
58.2<br />
45.6<br />
74.5<br />
(0.6)<br />
<strong>2010</strong> Vs. 2008<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
32,553,085<br />
7,020,074<br />
20,708,991<br />
26,155,546<br />
4,424,260<br />
1,032,949<br />
1 Dollar figures in US$ are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$1 versus Bs 2.1446/US$1 at December 31, 2009). Exchange<br />
control has been in place in Venezuela since February 2003.<br />
69.5<br />
48.2<br />
93.2<br />
72.2<br />
108.2<br />
12.0
Investments in Securities<br />
by Issuer<br />
Bs 21,592 million<br />
(US$ 5,034 million) 1<br />
Year <strong>2010</strong><br />
Venezuelan Central Bank 14.1%<br />
U.S. Government<br />
U.S. Government<br />
33.0%<br />
Sponsored Agencies 12.2%<br />
International Private Sector 10.3%<br />
Venezuelan Government 28.6%<br />
Venezuelan Private Sector 1.8%<br />
2 Market value<br />
3 Amortized cost.<br />
4 Yield based on the amortized cost at the end of the period. This is<br />
obtained by dividing the income from securities (including<br />
amortization of premiums or discounts) by the amortized cost or<br />
market value.<br />
5 Bs 1,439 million correspond to Central Bank loans maturing at 60<br />
days.<br />
1 Dollar figures in US$ are given for reference purposes only; the<br />
balance sheet is converted at the exchange rate at the end of the<br />
period (Bs 4.2893/US$1 versus Bs 2.1446/US$1 at December 31,<br />
2009). Exchange control has been in place in Venezuela since<br />
February 2003.<br />
6 Bs 887 million include foreign exchange indexation clauses.<br />
Mercantil Bank (Panama), S.A. had US$ 129 million1 (Bs 555 million) in assets at the close of<br />
December <strong>2010</strong>, US$ 50 million (62.1%) more than the US$ 80 million1 (Bs 171 million)<br />
registered in December 2009.<br />
Investment Portfolio<br />
At the close of <strong>2010</strong>, investments totaled Bs 21,592 million (US$ 5,034 million) 1 , which<br />
represents Bs 7,548 million (53.7%) growth over the Bs 14,044 (US$ 6,549 million) 1 recorded at<br />
December 2009. This variation includes: a) 12.9% growth of the domestic operation, b) 3.2%<br />
reduction in the overseas operation in dollar terms, and c) 44.0% increase (Bs 6,180 million)<br />
due to currency translation effects.<br />
Total investments in securities issued or guaranteed by the Venezuelan nation (excluding the<br />
BCV) represent 0.7 times Mercantil’s equity and 7.8% of its assets. These securities are 0.8<br />
times Mercantil Banco Universal’s equity and account for 8.1% of its assets. Mercantil holds<br />
2.5% of the public debt securities issued by the Venezuelan State, according to information<br />
obtained from the Ministry of Economics and Finance at December 31, <strong>2010</strong>. Investments by<br />
maturity and yield at December 31, <strong>2010</strong> are broken down as follows:<br />
Maturity<br />
(years)<br />
Bs Less than 1<br />
From 1 to 5<br />
Over 5<br />
US$ Less than 1<br />
From 1 to 5<br />
Over 5<br />
Annual Report <strong>2010</strong><br />
36<br />
Investments by Maturity and Yield<br />
(in millions of Bs except percentages)<br />
Breakdown of Investments by Issuer and Currency at December 31, <strong>2010</strong><br />
(In millions of Bolivars and US$, except percentages)<br />
Bolivars<br />
Mercantil Banco Universal<br />
Mercantil Seguros and others<br />
Total Bs<br />
US Dólares<br />
Mercantil Banco Universal<br />
Mercantil Commercebank<br />
Florida Bancorp<br />
Mercantil Seguros and others<br />
Total US$<br />
Breakdown %<br />
Trading<br />
Bs 2<br />
233<br />
233<br />
Available for<br />
Sale<br />
Bs 2<br />
996<br />
3,715<br />
748<br />
369<br />
2,179<br />
9,079<br />
17,087<br />
% 4<br />
9.2%<br />
13.6%<br />
14.8%<br />
5.8%<br />
4.1%<br />
5.0%<br />
Venezuelan<br />
Central<br />
Bank<br />
3,050<br />
3,050<br />
0<br />
14.1%<br />
Held to<br />
Maturity<br />
Bs 3<br />
320<br />
63<br />
220<br />
20<br />
623<br />
U.S. U.S. Agencies<br />
Government<br />
0<br />
39<br />
1,522<br />
100<br />
1,661<br />
33.0%<br />
% 4<br />
9.6%<br />
1.6%<br />
2.8%<br />
10.0%<br />
Shares<br />
Bs 2<br />
15<br />
1<br />
16<br />
0<br />
41<br />
518<br />
54<br />
613<br />
12.2%<br />
Time Deposits<br />
and Placements<br />
Bs 2<br />
1,764 5<br />
140<br />
13<br />
25<br />
1,942<br />
Int’l<br />
Private<br />
25<br />
72<br />
97<br />
40<br />
251<br />
204<br />
495<br />
10.3%<br />
%<br />
5.0%<br />
0.5%<br />
2.5%<br />
0.4%<br />
Venezuelan<br />
Government<br />
3,964 6<br />
1,676<br />
5,640<br />
34<br />
19<br />
74<br />
127<br />
28.6%<br />
Restricted<br />
Investments<br />
Bs 2<br />
1,612<br />
30<br />
9<br />
41<br />
1,691<br />
% 4<br />
6.0%<br />
0.1%<br />
2.2%<br />
4.4%<br />
Venezuelan<br />
Private<br />
9<br />
377<br />
386<br />
1<br />
1<br />
1.8%<br />
TOTAL<br />
Totals<br />
Bs<br />
4,372<br />
3,715<br />
1,083<br />
835<br />
2,421<br />
9,166<br />
21,592<br />
Investments at December <strong>2010</strong> by company, by issuer and by currency are distributed as follow:<br />
7,048<br />
2,125<br />
9,173<br />
Totals<br />
US$ 1<br />
153<br />
2,309<br />
433<br />
2,895<br />
100.0%
Loan Portfolio by<br />
Business Segment<br />
Bs 42,928 million<br />
(US$ 10,008 million) 1<br />
Year <strong>2010</strong><br />
Large Corporations 28%<br />
SME’s 46%<br />
Individuals 26%<br />
1 Dollar figures in US$ are given for reference purposes only; the<br />
balance sheet is converted at the exchange rate at the end of the<br />
period (Bs 4.2893/US$1 versus Bs 2.1446/US$1 at December 31,<br />
2009). Exchange control has been in place in Venezuela since<br />
February 2003.<br />
2 Commercial and full-service banks may not reduce the percentage<br />
of total credits earmarked for manufacturing at December 31, 2009;<br />
this percentage must not be lower than 10%.<br />
3 Includes the Agricultural Bonds issued by the Venezuelan State<br />
in accordance with the regulations on portfolio compliance.<br />
Loan Portfolio<br />
At the close of <strong>2010</strong>, Net Loans reached Bs 42,928 million (US$ 10,008 million) 1 which<br />
represents an increase of Bs 15,790 million (58.2%) over the Bs 27,138 (US$ 12,654 million) 1<br />
recorded at December 2009. This variation includes: a) 24.1% growth of the domestic<br />
operation, b) 7.9% growth of the overseas operation in dollar terms, and c) 26.2% increase<br />
(Bs 7.1 billion) due to currency translation effects.<br />
The ratio of Past-due and Nonperforming Loans to Gross Loans was 2.9%. At Mercantil Banco<br />
Universal this indicator is 0.9%, compared with 3.4% for the Venezuelan financial system and<br />
6.5% at Mercantil Commercebank (8.3% of nonperforming loans). At December 31, <strong>2010</strong>, 95.5%<br />
of Mercantil’s loan portfolio was outstanding. The allowance for losses on loan portfolio<br />
covers 110.8% of past-due and nonperforming loans; this indicator is 489.1% at Mercantil<br />
Banco Universal and 24.2% at Mercantil Commercebank.<br />
Mercantil Banco Universal is Venezuela's leading bank in terms of manufacturing and<br />
mortgage loans under the Mortgage Debtor Law (Ley Especial del Deudor Hipotecario), with<br />
market shares of 18.6% and 14.7% respectively. Mercantil Banco Universal ranks second in<br />
Venezuela’s financial system in terms of gross loans and agricultural loans, with 14.5% and<br />
13.4% of those markets respectively. The Bank is Venezuela’s third largest for microcredits<br />
and loans to the tourism sector, with market shares of 14.3% and 10.6% respectively.<br />
Mercantil Banco Universal’s net consolidated loans at the close of the <strong>2010</strong> were Bs 26,703<br />
million (US$ 6,226 million) 1 , 33.2% more than the Bs 20,040 million (US$ 9,345 million) 1<br />
recorded at the close of December 2009.<br />
Statutory percentage of Mercantil Banco Universal loans<br />
by economic sector and interest rates<br />
Dec-10<br />
Interest rates applicable<br />
Sector Percentage of Compliance %<br />
% at December <strong>2010</strong><br />
reached required<br />
Agriculture<br />
Mortgage<br />
Microcredits<br />
Tourism<br />
Manufactured<br />
goods<br />
Calculated on the average gross loans<br />
portfolio at December 31, 2009 and<br />
December 31, 2008. Monthly<br />
Compliance. Maximum per client: 5%<br />
of the current portfolio. Requires a<br />
minimum annual number of new<br />
clients, and the loan portfolio must be<br />
distributed quarterly into priority and<br />
non-priority items as stipulated by the<br />
Ministry of Agriculture and Land.<br />
Calculated on the gross loan portfolio<br />
at December 31, 2009, made up as follows:<br />
5.8% long-term and 4.2% shortterm<br />
loans. Annual Compliance.<br />
Includes other considerations for certain<br />
other items.<br />
3% calculated on the gross loan portfolio<br />
at June 30, <strong>2010</strong>. Monthly Compliance:<br />
Calculated on the average gross loan<br />
portfolio at December 31, 2009 and December<br />
31, 2008. In February <strong>2010</strong> the<br />
Ministry of Tourism stipulated that<br />
banks must earmark 3% of their loan<br />
portfolio. Compliance must be achieved<br />
by December 31, <strong>2010</strong> at the latest (1.5%<br />
semi-annually). Includes other considerations<br />
for certain items.<br />
Calculated on the gross loan portfolio<br />
at December 31 2009. Monthly Compliance.<br />
Mercantil Servicios Financieros<br />
37<br />
26.3% 3<br />
12.3%<br />
3.4%<br />
3.2%<br />
14.2%<br />
21.0%<br />
10.0%<br />
3.0%<br />
3.0%<br />
11.0% 2<br />
Set weekly by the Venezuelan<br />
Central Bank. As of December 31,<br />
<strong>2010</strong> it is 13%.<br />
Set semi-annually by the Ministry<br />
of Housing and Habitat, based on<br />
the weighted average lending rate<br />
of Venezuela’s largest banks. The<br />
“social interest rate” is currently set<br />
according to the family income of<br />
the borrowers and ranges from<br />
4.66% to 14.39%<br />
Within minimum and maximum<br />
rates set by the Venezuelan Central<br />
Bank. As of December 31, <strong>2010</strong> the<br />
maximum rate applicable is 24%.<br />
Each month the Venezuelan Central<br />
Bank sets a preferential rate for<br />
the sector. At December 31, <strong>2010</strong> it<br />
is 13%; in some cases it can be reduced<br />
to 10% subject to the provisions<br />
of the Tourism Sector Credit<br />
Act.<br />
Set at 19% by the Venezuelan<br />
Central Bank.
Loan Portfolio<br />
Classified by Status<br />
Year end<br />
(In thousands of Bs except percentages)<br />
Current<br />
Restructured<br />
Past Due<br />
In Litigation<br />
Total Gross Loans<br />
Deposits by<br />
Business Segment<br />
Bs 62,367 million<br />
(US$ 14,540 million) 1<br />
Año <strong>2010</strong><br />
Large Corporations 20%<br />
SME’s 24%<br />
Individuals 56%<br />
At the close of <strong>2010</strong>, Mercantil Commercebank Florida Bancorp’s net loans totaled US$ 3,702<br />
million1 (Bs 15,879 million). This was 13.7% or Bs 447 million1 more than the US$ 3,255 million1 (Bs 6,981 million) recorded at the end of 2009. This portfolio is focused mainly on the<br />
commercial loans and mortgages to buy or build homes.<br />
<strong>2010</strong><br />
bolivars<br />
42,384,693<br />
683,007<br />
1,011,526<br />
282,840<br />
44,362,066<br />
Deposits<br />
%<br />
95.6<br />
1.5<br />
2.3<br />
0.6<br />
100.0<br />
At the close of <strong>2010</strong>, deposits totaled Bs 62,367 million (US$ 14,540 million) 1 and represented<br />
45.6% growth compared to Bs 42,848 (US$ 19,980 million) 1 at December 2009. This variation<br />
includes: a) 16.5% growth of the domestic operation, b) 3.6% growth of the overseas operation<br />
in dollar terms, and c) 25.5% increase (Bs 10,881 million) due to currency translation effects.<br />
Mercantil Banco Universal in Venezuela is the country’s leading bank in terms of savings<br />
deposits with 20.1% of the market, and second in terms of total deposits plus investments<br />
sold under repurchase agreement with a market share of 13.2%.<br />
Mercantil Banco Universal’s net consolidated deposits at the close of <strong>2010</strong> were Bs 39,383<br />
million (US$ 9,182 million) 1 , 22.3% more than the Bs 32,197 million (US$ 15,013 million) 1<br />
recorded in December 2009.<br />
Mercantil Commercebank’s deposits at December 31, <strong>2010</strong> totaled US$ 5,116 million1 (Bs 21,944<br />
million), US$ 387 million1 (8.2%) higher than the US$ 4,729 million1 (Bs 10,142 million)<br />
registered in December 2009.<br />
Shareholders’ Equity<br />
At December 31, <strong>2010</strong> shareholders’ equity totaled Bs 8,513 million (US$ 1,985 million) 1 , 74.5%<br />
more than the Bs 4,880 million (US$ 2,275 million) 1 recorded at the end of 2009. This variation<br />
mainly includes Bs 2,176 million in net earnings for <strong>2010</strong>, Bs 1,270 million increase due to the<br />
effect of translating the net assets of subsidiaries abroad and Bs 358 million increase from<br />
adjusting available-for-sale investments to their market value, which includes exchange rate<br />
effects during the period.<br />
Mercantil’s Equity/Assets ratio at December 31, <strong>2010</strong> is 10.7% and its Equity/Risk-Weighted<br />
Assets ratio is 20.4%, based on the standards of the National Securities Superintendency (9.2%<br />
and 18.3% at December 31, 2009). Mercantil Banco Universal’s Equity/Assets ratio at December<br />
31, <strong>2010</strong> is 11.2% 2 and its Equity/Risk-Weighted Assets ratio 17.6% (10.2% and 17.0% at December<br />
31, 2009) in keeping with the standards of the Superintendency of Banking Sector Institutions.<br />
Annual Report <strong>2010</strong><br />
38<br />
2009<br />
bolivars<br />
27,017,149<br />
87,870<br />
854,373<br />
71,056<br />
28,030,448<br />
%<br />
96.4<br />
0.3<br />
3.0<br />
0.3<br />
100.0<br />
2008<br />
bolivars<br />
22,229,944<br />
49,413<br />
541,868<br />
24,219<br />
22,845,444<br />
%<br />
97.3<br />
0.2<br />
2.4<br />
0.1<br />
100.0<br />
(1) Dollar figures in US$ are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period<br />
(Bs 4.2893/US$1 versus Bs 2.1446/US$1 at December 31, 2009). Exchange control has been in place in Venezuela since February 2003.<br />
(2) Obtained by dividing equity by total assets less investments in public debt securities.
Financial Margin<br />
Year Ended<br />
(In thousands of Bs and millions of US$<br />
except percentages)<br />
Interest Income<br />
Interest Expense<br />
Net Interest Income<br />
Provision for losses on loan Portfolio<br />
Expenses for Devaluation of<br />
Available-for-Sale Securities<br />
Net Financial Margin<br />
For Mercantil Commercebank, N.A. these indicators are 9.3% and 18.1% respectively, based on<br />
the standards of the Office of the Comptroller of the Currency, OCC (10.5% and 22.1% at<br />
December 31, 2009). The equity ratios of Mercantil and its subsidiaries exceed the regulatory<br />
minimums.<br />
Profit and Loss<br />
The main variations between the figures for December 31, <strong>2010</strong> and December 31, 2009 are<br />
summarized below:<br />
<strong>2010</strong><br />
US$ (1)<br />
1,557<br />
(504)<br />
1,053<br />
(269)<br />
-<br />
784<br />
<strong>2010</strong><br />
bolivars<br />
5,578,332<br />
(1,804,984)<br />
3,773,348<br />
(963,152)<br />
-<br />
2,810,196<br />
Net Interest Income<br />
4,641,011<br />
(1,826,466)<br />
2,814,545<br />
(759,658)<br />
(34,993)<br />
2,019,894<br />
Net Interest Income during <strong>2010</strong> was Bs 3,773 million (US$ 1,053 million) 1 , 34.1% higher than the<br />
Bs 2,815 million (US$ 1,313 million) 1 recorded in 2009. This increase includes mainly: a) 17.6%<br />
growth of the domestic operation, b) 7.9% growth of the overseas operation in dollar terms, and<br />
c) an 8.6% (Bs 245 million) increase due to currency translation effects. Growth of Venezuela’s<br />
net interest income is mainly due to the increased rate of financial intermediation which rose<br />
from 65.4% at the end of 2009 to 71.1% at the close of December <strong>2010</strong>.<br />
The ratio of net interest income to average financial assets in <strong>2010</strong> was 7.1% compared to 7.3%<br />
in 2009.<br />
(1) Dollar figures in US$ are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$1 versus Bs 2.1446/US$1 at December 31, 2009). Exchange<br />
control has been in place in Venezuela since February 2003.<br />
Mercantil Servicios Financieros<br />
39<br />
2009<br />
bolivars<br />
2008<br />
bolivars<br />
4,474,086<br />
(1,798,322)<br />
2,675,764<br />
(473,188)<br />
-<br />
2,202,576<br />
<strong>2010</strong> Vs. 2009<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
937,321<br />
(21,482)<br />
958,803<br />
203,494<br />
(34,993)<br />
790,302<br />
20.2<br />
(1.2)<br />
34.1<br />
26.8<br />
(100.0)<br />
39.1<br />
<strong>2010</strong> Vs. 2008<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
1,104,246<br />
6,662<br />
1,097,584<br />
489,964<br />
-<br />
607,620<br />
24.7<br />
0.4<br />
41.0<br />
103.5<br />
-<br />
27.6
Commissions, Other Income and<br />
Insurance Premius<br />
Year Ended<br />
(In thousands of Bs and millions of US$<br />
except percentages)<br />
Net Financial Margin<br />
Commissions and Other Income<br />
Insurance Premiums, Net of Claims<br />
Operating Income<br />
Loan Portfolio Provision<br />
During <strong>2010</strong>, expenses for Loan Portfolio provisions were recorded at Bs 963 million (US$ 269<br />
million) 1 . This brings the accumulated provision to Bs 1,434 million (US$ 334 million) 1 as of<br />
December 31, <strong>2010</strong> and represents a 3.2% increase in total loans and 110.8% coverage of pastdue<br />
and nonperforming loans. Write-offs for the year were Bs 237 million in Venezuela and US$<br />
90 million abroad.<br />
The Mercantil Banco Universal subsidiary recorded Bs 687 million (US$ 192 million) 1 in loan loss<br />
provisions during <strong>2010</strong> due to loan portfolio growth; these are intended to increase the<br />
allowances for the agricultural and construction sectors, compared to Bs 477 million recorded<br />
at the close of 2009.<br />
The Mercantil Commercebank subsidiary recorded US$ 73 million1 (Bs 260 million) in loan loss<br />
provisions during <strong>2010</strong>, mainly for commercial loans and mortgages for construction and<br />
housing, compared to US$ 132 million at the close of 2009.<br />
Commissions, Other Income and Insurance Premiums, Net of Claims<br />
<strong>2010</strong><br />
US$ (1)<br />
784<br />
901<br />
117<br />
1,803<br />
Commissions and Other Income increased 133.9% (Bs 1,849 million) in <strong>2010</strong> compared to 2009.<br />
This was mainly due to:<br />
• Bs 1,061 million (45,145.9%) increase due to exchange difference after the Central Bank of<br />
Venezuela adjusted the exchange rate used to value assets and liabilities in foreign currency<br />
from Bs 2.1446/US$ to Bs 4.2893/US$ in January <strong>2010</strong>.<br />
• Bs 373 million (187.7%) increase in earnings from investment trading activities and the sale<br />
of securities.<br />
• Bs 173 million (28.2%) in commissions on credit cards, client accounts and other<br />
commissions.<br />
• Bs 46 million (69.2%) growth of income from financing insurance policies.<br />
Annual Report <strong>2010</strong><br />
40<br />
<strong>2010</strong><br />
bolivars<br />
2,810,196<br />
3,229,233<br />
420,714<br />
6,460,143<br />
2009<br />
bolivars<br />
2,019,894<br />
1,380,584<br />
326,355<br />
3,726,833<br />
2008<br />
bolivars<br />
2,202,576<br />
1,211,818<br />
275,912<br />
3,690,306<br />
<strong>2010</strong> Vs. 2009<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
790,302<br />
1,848,649<br />
94,359<br />
2,733,310<br />
39.1<br />
133.9<br />
28.9<br />
73.3<br />
<strong>2010</strong> Vs. 2008<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
607,620<br />
2,017,415<br />
144,802<br />
2,769,837<br />
(1) Dollar figures are given for reference purposes only and are converted at the average exchange rate of Bs 3.5827/US$ 1. Exchange control has been in place in Venezuela since February 2003.<br />
27.6<br />
166.5<br />
52.5<br />
75.1
Distribution of Total Income<br />
Bs 7,423 million<br />
(US$ 2,072 million) 1<br />
Year <strong>2010</strong><br />
<strong>2010</strong> 2009<br />
Financial Margin 51% 62%<br />
Commissions and Insurance Premiums, Net 18% 22%<br />
Earnings on sale of Investments in Securities 8% 4%<br />
Exchange Differences 14% 0%<br />
Other Income 9% 12%<br />
Operating Expenses<br />
Year ended<br />
(In thousands of Bs and millions of US$<br />
except percentages)<br />
Earnings from Financial Operation<br />
Operating Expenses<br />
Personal Expenses<br />
Taxes (Current and Deferred)<br />
Minority Interests<br />
Net Income for the Year<br />
Insurance premiums, net of commissions, reinsurance and claims totaled Bs 421 million (US$ 117<br />
million) 1 in <strong>2010</strong>, reflecting a 28.9% increase compared with Bs 326 million (US$ 152 million) 1 in<br />
2009. Net collected premiums in <strong>2010</strong> totaled Bs 4,013 million (US$ 1,120 million) 1 which<br />
represents a year-on-year increase of Bs 1,211 million or 43.2%. This growth was mainly in the<br />
automobile business (52.1%). Mercantil Seguros is the country’s second largest insurance<br />
company in terms of net collected premiums, with a market share of 11.5% at December 31, <strong>2010</strong>.<br />
Claims totaled Bs 2,864 million (US$ 799 million) 1 , reflecting a year-on-year increase of Bs 912<br />
million (46.7%). This growth was principally in the healthcare and fire business.<br />
<strong>2010</strong><br />
US$ (1)<br />
1,803<br />
(626)<br />
(477)<br />
(93)<br />
-<br />
607<br />
<strong>2010</strong><br />
bolivars<br />
6,460,143<br />
(2,243,361)<br />
(1,707,492)<br />
(331,776)<br />
(1,201)<br />
2,176,313<br />
Mercantil Servicios Financieros<br />
41<br />
2009<br />
bolivars<br />
3,726,833<br />
(1,462,768)<br />
(1,370,994)<br />
(96,890)<br />
(489)<br />
795,692<br />
2008<br />
bolivars<br />
3,690,306<br />
(1,389,817)<br />
(1,155,761)<br />
(185,113)<br />
(628)<br />
958,987<br />
<strong>2010</strong> Vs. 2009<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
2,733,310<br />
780,593<br />
336,498<br />
234,886<br />
712<br />
1,380,622<br />
(1) Dollar figures are given for reference purposes only and are converted at the average exchange rate of Bs 3.5827/US$ 1. Exchange control has been in place in Venezuela since February 2003.<br />
73.3<br />
53.4<br />
24.5<br />
242.4<br />
145.6<br />
173.5<br />
<strong>2010</strong> Vs. 2008<br />
Increase/<br />
(Decrease)<br />
bolivars %<br />
2,769,837<br />
853,544<br />
551,731<br />
146,663<br />
573<br />
1,217,327<br />
75.1<br />
61.4<br />
47.7<br />
79.2<br />
91.2<br />
126.9
Operating Expenses<br />
Operating and personnel expenses rose 39.4% (Bs 1,117 million) year on year due mainly to:<br />
• Bs 336 million increase in personnel expenses, 24.5% compared to 2009, due to the application<br />
of wage increase policies in Venezuela. In Venezuela, at Mercantil Banco Universal assets per<br />
employee rose from Bs 4.9 million in 2009 to Bs 7.0 million in <strong>2010</strong>. At Mercantil Seguros, the<br />
net collected premium per employee went from Bs 1.9 million in 2009 to Bs 2.7 in <strong>2010</strong>. In the<br />
case of the overseas business, this indicator increased from US$ 7.5 million in assets per<br />
employee in 2009 to US$ 8.6 million in assets per employee in <strong>2010</strong>.<br />
• Bs 295 million (153.4%) increase in expenses for contribution to regulatory bodies, mainly due<br />
to the increase in the semi-annual contribution that financial institutions must make to Fogade;<br />
which increased from 0.50% of total deposits in 2009 to 1.25% in <strong>2010</strong>.<br />
• Bs 486 million (38.2%) increase in general and administrative expenses. This increase is due<br />
mainly to Bs 160 million (39.2%) recorded for commissions on services, transfers and<br />
communications and others; Bs 95 million (26.6%) due to higher expenditure on depreciation<br />
plant, property and equipment, amortization of intangibles and others; Bs 56 million (123.5%)<br />
in provisions for realizable and others assets, and Bs 30 million (22.6%) in expenses for taxes<br />
and contributions, among others.<br />
The efficiency ratio measured by calculating Operating Expenses as a percentage of Average<br />
Assets, was 5.2% in December <strong>2010</strong>, versus 5.4% in December 2009. The ratio of operating<br />
income to total income was 46.7% in December <strong>2010</strong> versus 58.4% in December 2009.<br />
Over the last 12 months Venezuela registered 27.2% inflation. This variable has a significant<br />
effect on Mercantil’s operating costs.<br />
Taxes and Contributions<br />
For the year ended December 31, <strong>2010</strong> Mercantil and its subsidiaries reported significant<br />
expenses for various types of taxes and contributions.<br />
Domestic transactions included: Bs 323.2 million in estimated corporate income tax payable,<br />
which includes accounting entries for adjusting Bs 56.7 million in deferred corporate income<br />
tax; Bs 152 million in valued added tax; Bs 154.8 million in municipal taxes; Bs 401.3 million in<br />
contributions to the Deposit Guarantee and Banking Protection Fund (FOGADE); Bs 44.0<br />
million in contributions to the Superintendency of Banking Sector Institutions and Bs 8.4<br />
million in contributions to the Superintendency of Insurance Activity.<br />
Overseas transactions included Bs 8.5 million in expenses for corporate income tax payable,<br />
Bs 4.6 million in municipal taxes and other contributions and Bs 32.9 million in contributions<br />
to regulatory agencies.<br />
Mercantil Servicios Financieros and its subsidiaries also complied with other compulsory<br />
contributions provided for in the pertinent legislation.<br />
Annual Report <strong>2010</strong><br />
42
Summary of the Accounting Principles<br />
used to prepare the Financial Statements<br />
National Securities Superintendency (SNV)<br />
Mercantil’s financial statements are presented based on SNV<br />
accounting standards. A summary of some of the main accounting<br />
principles applied is given below:<br />
Investment Portfolio<br />
Investments in Trading Securities: Unrealized gains or losses<br />
resulting from differences in their fair value due to market<br />
fluctuations are included in the results for the period.<br />
Investments in Securities Available-for-Sale: Recorded at their<br />
fair market value. Unrealized gains or losses resulting from<br />
differences in fair value and exchange rate fluctuations are<br />
included in shareholders’ equity. Investments Securities in<br />
Held-to-Maturity: Recorded at their acquisition cost, adjusted<br />
for amortization of premiums or discounts. For all portfolio<br />
investments, permanent losses resulting from decreases in fair<br />
market value are recorded in the results for the period in which<br />
they occur. Permanent investments are stock ownership<br />
between 20% and 50%. Those greater than 50% are recorded<br />
as equity participation and are consolidated except when<br />
control is likely to be temporary.<br />
Loan Portfolio<br />
Loans are classified as overdue 30 days after their maturity.<br />
Allowances for losses on loan portfolio are determined through<br />
a collectibility assessment that quantifies the amount to be set<br />
aside for each loan. These assessments take into account such<br />
aspects as economic conditions, credit risk by customer, credit<br />
history and the collateral received. When evaluating loans for<br />
small amounts of the same nature, these are grouped together<br />
to determine provisions.<br />
Recognition of income and expenditure<br />
Income, costs and expenses are recorded as and when they are<br />
earned or incurred. Interest earned on loan portfolios is<br />
recorded as income when collected. Fluctuation in the market<br />
value of derivatives is included in the income statement for the<br />
period. Insurance premiums are recorded as income when<br />
earned.<br />
43<br />
Consolidation<br />
The consolidated financial statements include the accounts of<br />
Mercantil and its more than 50% owned subsidiaries and other<br />
institutions in which Mercantil has a controlling interest. Its<br />
main subsidiaries are:<br />
• Mercantil, C.A. Banco Universal, universal bank in Venezuela<br />
and its overseas agencies.<br />
• Mercantil Commercebank, N.A., bank in the United States<br />
of America and its subsidiaries Mercantil Commercebank<br />
Investment Services, Inc. and Mercantil Commercebank<br />
Trust Company, N.A.<br />
• Mercantil Bank (Schweiz) AG in Switzerland and its<br />
subsidiary Mercantil Bank and Trust Limited (Cayman) in the<br />
Cayman Islands.<br />
• Mercantil Seguros, C.A., insurance company in Venezuela<br />
• Mercantil Bank Curaçao, N.V., in Curaçao, and its subsidiary<br />
Mercantil Bank (Panama) S.A. in Panama.<br />
• Mercantil Merinvest, Casa de Bolsa, C.A., a securities<br />
brokerage company in Venezuela, Mercantil Servicios de<br />
Inversión, C.A. and Mercantil Sociedad Administradora de<br />
Entidades de Inversión Colectiva, C.A.<br />
Inflation Adjustment<br />
According to SNV standards, Mercantil’s financial<br />
statements, as of December 31, 1999 must be presented in<br />
historic figures. Since then, Mercantil has ceased to adjust<br />
for inflation in its primary financial statements. As a result,<br />
fixed assets, among others, are shown at their inflationadjusted<br />
value up to December 31, 1999. The market value<br />
determined by independent assessments is higher than the<br />
cost adjusted for inflation indicated above. New additions<br />
are being recorded at their acquisition value.<br />
Accounting differences between SNV standards applicable<br />
in Venezuela and US GAAP<br />
The main accounting differences for the reconciliation of items<br />
under SNV standards and US GAAP are:<br />
• Deferred IncomeTax: US GAAP allows deferred tax to be<br />
recognized for the total amount of loan portfolio loss<br />
allowances, while SNV standards only allow recognition of<br />
allowances for loans classified as high risk and unrecoverable.<br />
• Provision for assets received in lieu of payment: The SNV<br />
standards stipulate a 100% allowance for real property<br />
received in lieu of payment after one year from the date of<br />
incorporation; under US GAAP no amortization deadlines are<br />
established.<br />
• Calculation of loan loss and other provisions.
Francisco FERNÁNDEZ RODRÍGUEZ<br />
Playa El Palmar, 1956<br />
Oil on canvas adhered to cardboard<br />
45.5 x 60.8 cm<br />
San Fernando de Apure, 1897 - Caracas, 1990<br />
In 1911 attended the Academy of Fine Arts to study painting and drawing. Traveled to Barcelona, Spain<br />
in 1915 and then to Paris. Returned to Venezuela in 1924 where he developed his pictorial techniques and<br />
became a renowned follower of the tradition of the Fine Arts Circle, known as the “School of Caracas”.
Business Management Report<br />
Commercial and Personal Banking<br />
Deposits<br />
Year <strong>2010</strong><br />
Individuals 69%<br />
Companies 31%<br />
Commercial and Personal Banking<br />
Loans<br />
Year <strong>2010</strong><br />
Individuals 36%<br />
Companies 64%<br />
Commercial and Personal Banking<br />
Through Commercial and Personal Banking,<br />
in <strong>2010</strong> Mercantil continued with its effort to design and implement new products and<br />
services to meet the financial needs of its clients, both in the Venezuelan market with<br />
Mercantil, C.A. Banco Universal, and in the international market, highlighting the presence of<br />
Mercantil Commercebank in the United States where both international and local clients are<br />
served, particularly in South Florida.<br />
At the close of <strong>2010</strong>, Commercial and Personal Banking accounted for 78% of Mercantil<br />
Servicios Financieros' total deposits which amounted Bs 48,931 million (US$ 11,408 million).<br />
In the United States, deposits underwent sustained growth, reaching US$ 4,292 million<br />
(Bs 18,409 million) at the close of <strong>2010</strong> and accounted for 91% of Mercantil Commercebank’s<br />
total deposits. In Venezuela growth was 29%, or Bs 30,522 million (US$ 7,116 million).<br />
At the end of <strong>2010</strong>, the loan portfolio of Commercial and Personal Banking at Mercantil<br />
Servicios Financieros was Bs 31,973 million (US$ 7,454 million), which represents 72% of the<br />
total, with 35% growth of the loan portfolio in Venezuela. The loan portfolio of Commercial<br />
and Personal Banking in the United States accounts for 51% of Mercantil Commercebank’s<br />
total loans.<br />
Mercantil Servicios Financieros, through Personal Banking, reached Bs 33,839 million<br />
(US$ 7,889 million) in total deposits at the close of <strong>2010</strong>, with 52% growth. Personal Banking<br />
loans totaled Bs 11,486 million (US$ 2,678 million), 43% growth compared to 2009.<br />
In Venezuela this growth in Personal Banking can mainly be attributed to two initiatives: a new<br />
24-month financing program is aimed at attending to the needs of our clients, and particularly<br />
of the medical sector, for working capital, and greater incentives to use the Credit Card<br />
product and its parallel lines through different promotions.<br />
During <strong>2010</strong> Personal Banking in Venezuela continued with its object to include the unbanked<br />
sector of the population through the Majorities segment, extending its Mercantil Aliado<br />
network to a total of 46 correspondent trading desks and 94 trading points offering a variety<br />
of services. The trading desks also offer specialized products such as the Tarjeta Efectivo cash<br />
card, Credisan Mercantil and Microcredits for entrepreneurs, thereby consolidating its<br />
relationship with the communities.<br />
Mercantil Servicios Financieros<br />
45
Personal Banking<br />
Deposits<br />
Year <strong>2010</strong><br />
Mercantil Banco Universal 59%<br />
Mercantil Commercebank 41%<br />
Personal Banking<br />
Loans<br />
Year <strong>2010</strong><br />
Mercantil Banco Universal 90%<br />
Mercantil Commercebank 10%<br />
In the United States, Personal Banking launched a new and simplified suite of deposit<br />
products in <strong>2010</strong>, downsizing the offering from 21 products to 11. In addition price adjustments<br />
were made to be more competitive for the local market.<br />
There was a 58% increase in new accounts opened, largely due to the implementation of an<br />
integrated strategy to attract international clients.<br />
During <strong>2010</strong> Commercial and Personal Banking continued with the strategy aimed at learning<br />
more about the demographic and individual characteristics of its clients in the United States<br />
in each community where Mercantil Commercebank, N.A. is present. For example, it<br />
conducted a customer satisfaction survey which enhanced interaction between the Company<br />
and its clients and provided useful information for adapting sales and service strategies to<br />
meet their needs.<br />
For the benefit of its international clients, Mercantil Commercebank, N.A. is constantly<br />
innovating its electronic banking services, making online transactions faster, easier and more<br />
secure, especially in the case of I-Wires and digital accounts, with 96% and 65% of clients<br />
migrated respectively.<br />
In <strong>2010</strong>, Mercantil in Venezuela continued with its process to incorporate chip technology<br />
into its debit and credit cards and received the corresponding certification from Visa and<br />
MasterCard. It also adapted this technology to the point-of-sale and ATM networks and in<br />
June was the first bank in Venezuela to adapt its ATM network 100% to this new technology.<br />
Its use enables us to offer advanced security benefits to our clients when carrying out<br />
transactions.<br />
The consolidated deposits of the Commercial Banking segment totaled Bs 15,092 million<br />
(US$ 3,519 million) at the close of <strong>2010</strong>, of which 71% were deposits in Venezuela. This<br />
segment’s deposits increased considerably, in particular funds from the United States,<br />
especially international clients and clients captured in Venezuela through Mercantil, C.A.<br />
Banco Universal, 21% and 36% respectively.<br />
This growth of international deposits in the United States was the result of clients captured<br />
through various strategies, thereby covering their needs for loan placement, cash flow<br />
management and electronic banking services. Internet access to documentation for opening<br />
accounts, electronic transfers and other services are examples of the services provided.<br />
Commercial Banking’s loan portfolio grew 50% in <strong>2010</strong>, reaching Bs 20,487 million (US$ 4,776<br />
million), driven by 32% growth in Venezuela, largely due to the launch of a working capital<br />
program under competitive conditions, in the second half of the year, that highlighted the<br />
presence and leadership of the segment in trade, manufacturing, services and other areas, as<br />
well as strengthening the contribution of Commercial Banking towards managed portfolio<br />
compliance.<br />
Annual Report <strong>2010</strong><br />
46
Commercial Banking<br />
Deposits<br />
Year <strong>2010</strong><br />
Mercantil Banco Universal 71%<br />
Mercantil Commercebank 29%<br />
For this segment, loan portfolio quality in the United States remained a priority during <strong>2010</strong>,<br />
and new credit parameters, among other measures, were set which improved portfolio quality,<br />
particularly in the case of new loan approvals during the year.<br />
In <strong>2010</strong> the Real Estate segment in the United States remained focuses on the balance and<br />
improvement in quality of its loan portfolio. The segment also made every effort to ensure the<br />
timely supervision of risks and loans in order to identify factors liable to affect the Bank’s<br />
bottom line. This commercial real estate portfolio management allows us to offer a faster<br />
response to our clients’ needs while limiting the exposure to risk. The strategy initiated in<br />
2007 to reduce the concentration of these loans continued, reaching levels below 19% at the<br />
close of <strong>2010</strong>.<br />
Commercial Banking in the United States joined a loan syndication program in which it<br />
participated selectively through rated credit facilities, lending to well-established industries<br />
with good credit ratings. Risk diversification and potential exposure to losses are taken into<br />
account before participating in these programs.<br />
During <strong>2010</strong>, more than 11,000 Commercial Banking clients in Venezuela used the Pronto<br />
Crédito Empresarial product, thereby meeting their short and long-term financing needs and<br />
making cash surpluses profitable, as well as obtaining financing for specific purchases through<br />
corporate credit card approvals.<br />
Through Commercial Banking, Mercantil continued to support efforts by Venezuelan<br />
companies to strengthen their competitiveness by maintaining the agreement with<br />
Conindustria (the Venezuelan Confederation of Industries) through the approval in <strong>2010</strong> of<br />
a Bs 1 million program covering between 100 and 120 additional companies during the period<br />
<strong>2010</strong>-2013. This program, in force since 2003, has managed to foster the participation of 278<br />
companies up to <strong>2010</strong> with a contribution in excess of Bs 1 million.<br />
Commercial Banking<br />
Loans<br />
Year <strong>2010</strong><br />
Mercantil Banco Universal 64%<br />
Mercantil Commercebank 36%<br />
Mercantil Servicios Financieros<br />
47
Global Corporate and Investment<br />
Banking / Loan Portfolio<br />
Year <strong>2010</strong><br />
Corporate / Oil and Gas 60%<br />
Financial Institutions 40%<br />
Global Corporate and Investment Banking<br />
During <strong>2010</strong> Global Corporate and Investment Banking focused its strategy on the continuous<br />
improvement of quality of service for its clients around the world through the Corporate, Oil and<br />
Gas, and Financial Institutions segments at Mercantil Banco, Mercantil Commercebank and<br />
Mercantil’s other units.<br />
To maximize the organizational changes made, these have been complemented with actions<br />
aimed at improving client management, account plans and performance management,<br />
standardized everywhere.<br />
Both in Venezuela and the United States and in the different countries where Mercantil operates,<br />
Global Corporate and Investment Banking’s investments totaled Bs 11,815 million (US$ 2,747<br />
million). In terms of total deposits, Corporate and Investment Banking culminated the year with<br />
a total of Bs 11,630 million (US$ 2,704 million).<br />
At the close of <strong>2010</strong>, Global Corporate and Investment Banking’s maintained commercial<br />
relations with more than 1,129 economic groups at Mercantil Banco Universal and over 462<br />
economic groups in the United States and Latin America served by Mercantil<br />
Commercebank, N.A.<br />
In <strong>2010</strong> the implementation of the segmented value proposal aimed at Corporate and Investment<br />
Banking’s clients continued its course, with product areas being strengthened to cover emerging<br />
needs through the Corporate Products, Corporate Finance and Capital Market units.<br />
Global Corporate and Investment Banking /<br />
Deposits (including investments sold under<br />
repurchased agreement)<br />
Year <strong>2010</strong><br />
Annual Report <strong>2010</strong><br />
48<br />
Corporate / Oil and Gas 88%<br />
Financial Institutions 7%<br />
Public Sector 5%
Corporate Banking<br />
During <strong>2010</strong>, the total deposits of Mercantil’s corporate clients in the different parts of the world<br />
where Corporate and Investment Banking provide their services, grew 19% to Bs 9,316 million at<br />
year end, of which 94% corresponds to Venezuelan Corporate Banking<br />
This enabled Venezuela’s Corporate Banking business to grow 16%, consistent with the high rate<br />
of growth of the market’s liquidity and a rational remuneration policy for those deposits.<br />
Corporate and Investment Banking’s loan portfolio in <strong>2010</strong> increased 66% (exchange rate impact)<br />
compared to 2009, closing the year at Bs 5,810 million (US$ 1,351 million). This growth was in<br />
keeping with the risk policies established by institution, given the existing market conditions,<br />
especially in the United States and Latin America at the end of <strong>2010</strong>.<br />
Oil and Gas<br />
This segment’s activity was affected by the contraction of the oil GDP in Venezuela and falling<br />
oil prices. The oil sector’s loan portfolio totaled Bs 1,295 million (US$ 301 million) at the close of<br />
<strong>2010</strong>, which reflects 16% year-on-year growth.<br />
The sector’s deposits in Mercantil amounted to Bs 989 million (US$ 230 million), which represents<br />
a 45% reduction in US$ compared with the previous year.<br />
Financial Institutions and Institutional Relations<br />
Within the global financial environment, the Financial Institutions and International Relations<br />
segment Unit handled relations with correspondents in keeping with the risk parameters of<br />
Mercantil Servicios Financieros. In Venezuela the Unit maintained better volumes of assets and<br />
liabilities of Bs 131 million and Bs 702 million respectively, emphasizing cross-selling of products<br />
and services to insurance companies, banks and diplomatic organizations.<br />
Activity in the Latin American region focused on strategically increasing our level of investment,<br />
always in line with the risk perception of these markets. This effort led to the closure of US$ 1,066<br />
million in loans, which represents 14% growth compared to 2009 while also maintaining<br />
impeccable loan portfolio ratios.<br />
Management was able to maintain important credit facilities in the case of Mercantil Services<br />
Financieros’ legal vehicles around the world, enabling it to continue to fully meet all its clients’<br />
requirements with respect to foreign trade operations.<br />
The International Relations Unit also held seminars and conference for Mercantil’s customers<br />
and officers to help pinpoint opportunities and threats for their business and activities.<br />
Public Sector<br />
The Public Sector Unit focused its efforts during <strong>2010</strong> on optimizing the public sector’s client<br />
portfolio. This led to a reorganization that amounted to the optimization of relations with the<br />
client portfolio already traditionally handled by this segment.<br />
During <strong>2010</strong> emphasis was placed on automating the processes of State companies and<br />
Mercantil Servicios Financieros<br />
49
institutions which resulted in a preference for electronic channels which benefited the parties by<br />
reducing the operating risks associated with the volumes handled and substantially lowering the<br />
transaction costs associated with these clients, all of which increased profitability per client.<br />
At the close of <strong>2010</strong>, Mercantil Banco Universal’s Public Sector Deposits amounted to Bs 555<br />
million, of which 1.4 % were accounted for by the institution’s total deposits and a 1.0% market<br />
share by government deposits in the Venezuelan financial system.<br />
With that level of penetration, Mercantil Banco Universal now serves more than 93 public<br />
administration and state institutions with a wide range of products, such as payroll services and<br />
payments to suppliers, domestic tax collection, investment trust funds, management and<br />
employee benefit trust funds.<br />
Corporate Finance and Capital Market<br />
Through the Mercantil Merinvest subsidiary, Mercantil’s Corporate Finance and Capital Market<br />
sector remained active in the area of fixed-income investments in the primary market where<br />
volumes were lower during <strong>2010</strong>.<br />
Mercantil Servicios Financieros continued to receive support for the restructuring of its issues of<br />
short and long-term fixed income securities. The Institution’s requirements for financial advice,<br />
particularly management of the Share Repurchase Program were also met.<br />
Corporate Products<br />
The Corporate Products Unit continues to focus its efforts on providing a more efficient<br />
service, bring down costs and reduce operating risks, permanently striving to deliver a<br />
personalized service that sets us apart from the competition.<br />
The Deposit Products Unit continued with its efforts to implement the strategy designed to<br />
encourage customers to use electronic channels. A campaign was carried out in conjunction<br />
with Corporate Customer Service Unit and the business segments to automate clients’<br />
transactions by introducing products offered by Mercantil’s Business Online Banking<br />
platform, achieving its goal 100%. The HR strategy decided on in 2009 was also executed.<br />
Annual Report <strong>2010</strong><br />
50
This made the team more consolidated, made the provision of the service more efficient and<br />
increased the profitability of business relationships. The Deposit Products Unit continued<br />
with its strategy to cross-sell products and services in the portfolios, introducing 809 new<br />
products and managing to increase the rate of cross-selling to 2.85 deposit products per client.<br />
During <strong>2010</strong>, Mercantil continued to be a benchmark institution for Venezuelan private<br />
banking in terms of foreign trade. Once again through the Foreign Exchange Commission,<br />
Cadivi, was ranked as the country’s top foreign exchange operator: at the close of November,<br />
according to the latest figures available, the Bank’s participation was 19%, with three<br />
percentage points of advantage over our closest competitor.<br />
The Corporate Products Unit maintained the strategy defined by the Institution regarding<br />
its participation in events and sponsorship of companies in the segment, providing support<br />
in essential areas to strengthen Corporate Social Responsibility. The Ideas Competition was<br />
held again in <strong>2010</strong>, emphasizing Mercantil’s commitment to the country’s entrepreneurial<br />
culture and the Unit coordinated its organization and development and Mercantil’s<br />
involvement in Innovex, Capital en Tecnología.<br />
Mercantil Servicios Financieros<br />
51
Private Banking and Wealth Management<br />
Private Banking and Wealth Management focused its efforts on innovation in <strong>2010</strong> in order to<br />
increase the quality of service for customers and facilitate their access to Wealth Management<br />
products characterized by value differentiation to meet the demands of a changing environment.<br />
This work centered on seeking comfortable options for our customers, incorporating access to<br />
more Mercantil electronic channels with high levels of security and reliability. The year was also<br />
characterized by the smooth flow of electronic communication with clients, which simplified<br />
process and service times.<br />
Private Banking and Wealth Management is made up of the Private Banking segments and the<br />
Trust Fund, Mutual Funds and Brokerage businesses in Venezuela, the USA and Switzerland and<br />
offers clients a broad spectrum of options to satisfy their financial needs<br />
In Venezuela, the Securities Market underwent a major transformation from the legal point of<br />
view in <strong>2010</strong>. Against this new scenario the Mercantil Securities Account (Cuenta de Valores<br />
Mercantil) was created as the gateway to public debt securities through Mercantil, C.A., Banco<br />
Universal, which has enabled clients to participate in the primary and secondary market and to<br />
carry out operations through the new transaction systems with securities in foreign currency<br />
established by the Venezuelan Central Bank (SITME and SICOTME). The Mercantil Securities<br />
Account offers clients the peace of mind that goes with operating strictly according to<br />
Venezuelan regulations, backed by a sound technological platform, keeping in contact with clients<br />
through communicational and operational channels such as the network of offices, and telephone<br />
and online banking.<br />
One of the main developments during <strong>2010</strong> was the consolidation of the Custody Management<br />
service offered to clients who hold securities in Mercantil.<br />
Through the new services offered to clients, Mercantil has again consolidated its position as a<br />
leader in the Venezuelan market, generating value for its clients through products and services<br />
adapted to the new and changing needs of the environment.<br />
Brokerage and Advisory services in the United States are offered through Mercantil<br />
Commercebank Investment Services, Inc. (MCIS), a subsidiary of Mercantil Commercebank, N.A.<br />
MCIS clients can buy, sell securities and investment products in multiple markets and currencies<br />
and keep them in custody.<br />
During <strong>2010</strong>, MCIS increase the total assets of private, personal and commercial banking clients<br />
by 30%. From the business point of view, MCIS attained its income-from-services goal. One of the<br />
achievements during the period was the launch and migration of clients to automatically<br />
rebalanced advised portfolios.<br />
Annual Report <strong>2010</strong><br />
52
In Venezuela, Mercantil Servicios de Inversión offers a managed portfolio service that underwent<br />
20.8% year-on-year growth in <strong>2010</strong>.<br />
The mutual fund Portafolio de Inversión Renta Fija Fondo Mutual, managed by Mercantil<br />
Sociedad Administradora de Entidades de Inversión Colectiva, maintains its position as the<br />
mutual fund leader in Venezuela. At the close of <strong>2010</strong> it had Bs 515.96 million in assets and a<br />
customer base of 150,576, reflecting 36.4% and 9.3% growth respectively. Plan Crecer<br />
Mercantil’s assets, which is based on the programmed acquisition of investment units, grew<br />
46.7% and its customer base 13.7%.<br />
Trust services are available to clients in Venezuela through Mercantil Banco Universal, and in the<br />
United States through Mercantil Commercebank Trust Company, N.A., (MCTC), a fiduciary bank<br />
that is regulated and supervised by the Office of the Comptroller of the Currency (OCC).<br />
In <strong>2010</strong> Fideicomiso de Mercantil Banco Universal incorporated all the employee benefit clients<br />
under the self-management system, which facilitates the trust fund application process for users<br />
and reduces response time.<br />
At the close of <strong>2010</strong>, Fideicomiso de Mercantil Banco Universal managed Bs 8,421 million in<br />
assets, which represented a year-on-year reduction of 3.65%, while remaining Venezuela’s leading<br />
private fiduciary trust. Achievements in <strong>2010</strong> include renewal of the ISO 9001 certification,<br />
standardization of processes and the simplification of the technological platforms, which means<br />
a better quality of service and faster response times. The importance of maintaining a healthy<br />
portfolio was emphasized and stable behavior was achieved during the year.<br />
In the United States, MCTC provides financial management services to safeguard and develop its<br />
clients’ equity through fiduciary products and tailor-made investment strategies. It has a range<br />
of possible solutions in many countries and a multilingual staff.<br />
In <strong>2010</strong> MCTC continued its growth in terms of assets and volume of clients. At the end of the<br />
year it reported 39% managed asset growth compared with December 2009 and increased its<br />
customer base by 18%.<br />
Mercantil Servicios Financieros<br />
53
Finance<br />
During <strong>2010</strong> Mercantil’s Treasury focused mainly on managing the risk factors in the market,<br />
especially interest and liquidity risk, taking into account market conditions and the<br />
vulnerability of global banking. The economic and financial environment showed signs of<br />
improving, through the different programs implemented by the central banks, increasing<br />
investors confidence levels.<br />
As of the third quarter, liquidity surpluses in Venezuela’s financial system grew, basically due<br />
to the faster rate of public spending and the Central Bank’s monetary policies. Lending and<br />
deposit rates remained stable during the year, without any significant changes being<br />
introduced by the Regulator. In the Venezuelan money market, the Mercantil Banco Universal<br />
subsidiary maintained its active participation through interbank operations and absorption<br />
instruments offered by the Central Bank of Venezuela.<br />
During the second half of the year, the Ministry of Economics and Finance resumed public<br />
auctions of 91-day Treasury Bills. The National Office of Public Credit announced the Treasury<br />
National Public Debt Program through auctions that included Variable and Fixed Rate Bonds<br />
(Vebonos and TIFs). Mercantil Banco Universal played an active part in the weekly auctions<br />
held and as a market maker in the secondary market for debt securities. By year end, these<br />
securities were yielding slightly higher returns, in line with the market trend.<br />
Fixed Interest Rate Securities maturing at 1 year, with an initial annual yield of 12.36%, reached<br />
12.56% at year end, and TIFs maturing at 3-years, yielded 13.75%, reaching 15.80% per annum<br />
in December <strong>2010</strong>. It also actively participated in the emerging markets’ international<br />
securities market, mainly in Venezuelan government bonds, through its Mercantil Bank<br />
(Panama) subsidiary. During the year the Ministry held one auction of bolivar-denominated<br />
bonds. Mercantil participated in these processes mainly as an intermediary for its clients<br />
through the Venezuelan subsidiaries mentioned. During <strong>2010</strong> several issues of bolivardenominated<br />
securities were launched, amounting to US$ 6 billion. In August Sovereign Bonds<br />
(maturing in 2022) were issued for US$ 3 billion and another US$ 3 billion in October<br />
corresponding to PDVSA bonds (maturing in 2017). Mercantil participated actively in these<br />
processes as an intermediary for its clients.<br />
During <strong>2010</strong> governments and central banks around the world undertook to offer incentives<br />
to speed up the financial markets’ recovery processes. In the USA particularly, interest rates<br />
continued their downward trend, which created a very favorable environment for refinancing.<br />
Annual Report <strong>2010</strong><br />
54
Excess Liquidity and Interbank Market<br />
39,000<br />
36,000<br />
33,000<br />
30,000<br />
27,000<br />
24,000<br />
21,000<br />
18,000<br />
15,000<br />
Jan-10<br />
Feb-10<br />
Mar-10<br />
Apr-10<br />
May-10<br />
Jun-10<br />
Excess on Reserve Requirements<br />
Interbank rate<br />
Jul-10<br />
Aug-10<br />
Sep-10<br />
Oct-10<br />
Nov-10<br />
Mercantil Servicios Financieros<br />
55<br />
Dec-10<br />
18%<br />
16%<br />
14%<br />
12%<br />
10%<br />
8%<br />
6%<br />
4%<br />
2%<br />
0%<br />
The Federal Reserve Bank (FRB) maintained its interest rate unchanged at 0.25% and<br />
announced new plans to buy U.S. securities in order to contain possible increases in longterm<br />
interest rates. The credit risk perception continues to improve during <strong>2010</strong>. The five-year<br />
swap spread (the indicator used to measure credit conditions in general) fell 16 basis points<br />
at year end, which was considerably lower than the 120 basis points maximum in September<br />
2008. The activity related to corporate debt issues increased during <strong>2010</strong>, new investment<br />
grade and high-yield bonds totaled US$ 962 and US$ 352 billion respectively. This figure<br />
reflects the reactivation of the debt market, particularly in high-yielding bonds. Mergers and<br />
acquisitions were also reactivated in <strong>2010</strong> and exceeded the value of transactions in 2009 by<br />
almost one trillion dollars.<br />
In the real estate market, house prices tended to stabilize in the first half of <strong>2010</strong>, when the<br />
government offered fiscal credits to home buyers. The average rate on 30-year fixed-rate<br />
mortgages reached its minimum level in <strong>2010</strong>, almost 4%. The process can be explained by<br />
foreclosures by the Federal Reserve. The mortgage foreclosure process was one of the more<br />
significant topics in <strong>2010</strong>. Most of the largest banks halted their mortgage foreclosures due<br />
to the failure of the approval process.
Federal Reserve Interest Rates and US Treasury Bonds<br />
4. 5%<br />
4. 0%<br />
3. 5%<br />
3. 0%<br />
2. 5%<br />
2. 0%<br />
1. 5%<br />
1. 0%<br />
0. 5%<br />
0. 0%<br />
Jan-09<br />
Feb-09<br />
Mar-09<br />
Apr-09<br />
May-09<br />
Treasury 2 years*<br />
Treasury 10 years*<br />
Fed Funds**<br />
Jun-09<br />
Jul-09<br />
Aug-09<br />
Sep-09<br />
Oct-09<br />
Nov-09<br />
Private and institutional investors were attracted to the countries with the most favorable<br />
interest rate expectations. According to the International Monetary Fund (IMF), between the<br />
height of the financial crisis of 2009 and the third quarter of <strong>2010</strong>, the emerging economies<br />
have accumulated almost US$ 1.2 trillion in currency reserves.<br />
In the case of Europe, the assets issued by Portugal, Italy, Ireland, Greece and Spain (PIIGS)<br />
were subject to price volatility owing to fiscal difficulties and the challenges those countries<br />
face on their road to recovery. In the case of raw materials, price levels rose during <strong>2010</strong>,<br />
driven especially by demand from China and other growing economies.<br />
Dec-09<br />
Jan-10<br />
Feb-10<br />
Mar-10<br />
Apr-10<br />
May-10<br />
Jun-10<br />
Jul-10<br />
Annual Report <strong>2010</strong><br />
56<br />
Aug-10<br />
Sep-10<br />
Oct-10<br />
Nov-10<br />
Dec-10<br />
*Treasury 2 years and 10 years: US Treasury bonds, 2 and 10 years maturity<br />
**Fed Funds: Federal Reserve interest rates
Available for Sale and Held to maturity Investments<br />
Commercebank, NA<br />
Thousand of US$<br />
December 2009<br />
December <strong>2010</strong><br />
Average <strong>2010</strong><br />
1,400,000<br />
1,200,000<br />
1,000,000<br />
800,000<br />
600,000<br />
400,000<br />
200,000<br />
0<br />
US Agencies<br />
Guaranteed<br />
Government<br />
Sponsored<br />
Enterprises<br />
It was in such an environment that Mercantil Commercebank had to handle the interest rate<br />
risk and the liquidity risk for the balance sheet. During <strong>2010</strong>, the Treasury had its own strategy<br />
for diversifying the investment portfolio, increasing its positions with different Corporate<br />
Bond issuers. This process has been undertaken through specific credit facilities and<br />
investment programs.<br />
The investment portfolio has been managed with low levels of credit risk. The securities issued<br />
or guaranteed by the U.S. government constitute most of the portfolio, establishing strategies<br />
to optimize portfolio yield in line with the limits set by the Asset and Liability Management<br />
Committee (ALCO).<br />
Short Term<br />
Investments<br />
Other<br />
Investments<br />
Mercantil Servicios Financieros<br />
57<br />
Private<br />
Mortgages
Luis Alfredo LÓPEZ MÉNDEZ<br />
Carretera vieja La Guaira-Caracas, 1943<br />
Oil on canvas<br />
52.7 x 60.2 cm<br />
Caracas, 1901-1996<br />
Studied at the Caracas Academy of Fine Arts. From a very early age took part in the activities of the Fine<br />
Arts Circle. In 1936, after a long absence, returned to Venezuela. From then on was immersed in the<br />
country’s cultural activities, involved in teaching, administrative work and policy making at institutions<br />
such as the School of Plastic and Applied Arts, the Museum of Fine Arts and the Venezuelan Congress.<br />
Awarded the National Prize for Painting in 1943.
Quality of Service and<br />
Operating Efficiency<br />
The distribution channels of Mercantil<br />
Servicios Financieros through Mercantil Banco and Mercantil Commercebank as the financial<br />
vehicles, at the close of <strong>2010</strong> are made up of 293 Banking Centers, 1,344 ATMs, 230 Call Center<br />
Operators, 473 IVR ports and Personal and Business Online Banking’s services.<br />
Major Projects in the field of operational efficiency and<br />
enhanced quality at Mercantil Servicios Financieros<br />
In <strong>2010</strong>, Mercantil Banco Universal continued with the process to adapt debit and credit cards,<br />
ATMs and points of sale to chip technology which offers advanced security benefits for<br />
customers, protecting them from fraud when carrying out transactions using devices that have<br />
been adapted to the new chip technology.<br />
At year end, 1.3 million customers had updated their debit cards which means that more than<br />
82% of the transactions incorporate chip technology and over 61% of them are carried out using<br />
plastic and devices adapted to this technology.<br />
New online banking functionalities were developed during <strong>2010</strong> to facilitate interaction by<br />
customers with the Foreign Exchange Commission, Cadivi. Customers can now book an<br />
appointment to hand in applications for travel currency at a branch of the bank.<br />
There is also an option to place orders to trade securities bought at auction, to speed up the<br />
process. Online Business Banking also includes a new option for submitting invoices and<br />
collecting payments which shortens invoicing cycles for clients.<br />
Mercantil Online Personal Banking also incorporates a module for configuring the desired<br />
method for sending communications to clients interested in hearing about the Bank’s new<br />
promotions and offers.<br />
To support the customer relationship management (CRM) functionalities, Mercantil Banco<br />
Universal is expanding the channels for accessing the “My Messages” section, giving clients<br />
access to personalized communications through Mercantil Call Center’s IVR system and via<br />
Mercantil Mobile Internet.<br />
Mercantil Servicios Financieros<br />
59
Another option was included in Mercantil Call Center’s IVR system to enable clients to transfer<br />
funds from their accounts at Mercantil to their Cash Cards and Mercantil Mobile Payment<br />
(Mercantil Móvil Pago), facilitating the use of these instruments. The product and services<br />
section was also updated to encourage clients to obtain information on these on line.<br />
To offer a better service to travel agencies, at the end of <strong>2010</strong> a new option was added to the<br />
Mercantil Call Center system for requesting fast and secure credit card authorizations for a<br />
particular airline.<br />
In reference to the Mercantil Commercebank subsidiary, one of the major projects introduced<br />
in <strong>2010</strong> was the implementation of CD notifications via personal online banking. Through this<br />
service our clients will receive secure electronic notifications of CDs.<br />
The third phase of the “Global Account Opening” process was launched for international clients<br />
and incorporates an option to register for online personal banking, electronic statements and<br />
telephone banking during the account opening.<br />
A number of e-business solutions were implemented in <strong>2010</strong>, including a self-management<br />
functionality to enable clients to trade their bonds on the capital market. An additional<br />
functionality was expected to be rolled out during the first quarter of 2011 to allow customers<br />
to open a second account and update information via personal online banking.<br />
Personal and Business Online Banking implemented an option for companies and individuals to<br />
receive payments for pre-registered invoices. The strategy promotes the widespread use of this<br />
high value financial collection service by tax withholding agents, simplifying the collection<br />
process and giving them faster access to their funds.<br />
Annual Report <strong>2010</strong><br />
60
Manuel CABRÉ<br />
Ávila desde San Bernardino, around 1940<br />
Oil on canvas<br />
49.4 x 78.4 cm
Manuel CABRÉ<br />
Caneyes y Valle de San Cristóbal, 1942<br />
Oil on canvas<br />
65 x 108 cm
Human Resources<br />
Many of the activities in <strong>2010</strong> were aimed at<br />
improving productivity and making the labor expenses process more efficient; maintaining<br />
and strengthening the working environment, the quality of life of our associates and<br />
compliance with labor standards. Use of the new administrative platforms and the self-service<br />
model was consolidated in Venezuela during the year.<br />
At December 31, <strong>2010</strong>, Mercantil Servicios Financieros has 9,034 employees (9,833 at the close<br />
of 2009), 91% of whom work for Mercantil’s companies in Venezuela and 9% abroad (most of<br />
them for Mercantil Commercebank in the United States).<br />
During the year Mercantil Banco Universal and Mercantil Seguros implemented the Collective<br />
Bargaining Agreements signed in 2009. To strengthen the quality of life of our associates,<br />
various institutional seminars, health seminars, school fairs, and recreational and sports<br />
activities for workers and their families were organized Also within the framework of the<br />
Institution’s 85th anniversary, a walk was organized in Caracas in which more than 2000<br />
workers and their relatives participated. Lapel pins were awarded for years of service to more<br />
than 400 workers with 35, 30, 25 and 20 years of service with the Company. In response to the<br />
climate problems towards the end of <strong>2010</strong>, a Special Aid Plan was developed for workers<br />
affected by the prolonged and heavy rainfall.<br />
Mercantil’s training programs reached a consolidated level of 34,000 workers in their<br />
different categories, with emphasis on compliance, technologies and technical training. More<br />
than 9000 workers took part in different training events organized during the year.<br />
A new edition of the Organizational Climate survey was conducted with the support of the<br />
prestigious Great Place to Work Institute, improving the historic level of participation. In<br />
<strong>2010</strong> more than 85% of the employees of Mercantil Servicios Financieros and its subsidiaries<br />
consider that Mercantil is a great place to work. This year’s results enabled Mercantil Banco<br />
and Mercantil Seguros to be ranked for the sixth and fifth year running respectively among<br />
the best companies to work for in Venezuela.<br />
Mercantil Servicios Financieros<br />
63
Bernardo MONSANTO<br />
Paisaje, 1961<br />
Oil on masonite<br />
33 x 86 cm<br />
Caracas, 1896-1968<br />
He began his art studies with his brother Antonio Edmundo Monsanto and with members of the Fine Arts<br />
Society. He was a professor and director at the Academy of Fine and Applied Arts of Caracas, as well as<br />
professor of Architectural History at the University of Central Venezuela. In 1945, he received the Second<br />
Award in Painting at the IV Annual Exhibition of Venezuelan Art and subsequently received the Federico<br />
Brandt Award at the same event the following year.
Risk Management<br />
Good risk management is key to Mercantil’s<br />
competitive strategy and its ability to generate value. In <strong>2010</strong>, anticipating the impact of the<br />
crisis in global markets, Mercantil’s Risk Management Unit took various steps to mitigate its<br />
effect on its subsidiaries different portfolios.<br />
During <strong>2010</strong>, Mercantil intensified its effort to strengthen the group’s risk culture throughout<br />
the organization, aligning its action and behavior to the strategic objectives set by<br />
consolidating their corporate values, clearly understanding risk, training staff, developing<br />
advanced internal models and tools, process automation and IT implementation.<br />
Mercantil Servicios Financieros<br />
65
Credit Risk<br />
Breakdown of Credit Risk by Country and Type of Customer<br />
25%<br />
20%<br />
15%<br />
10%<br />
5%<br />
0%<br />
Other<br />
Companies<br />
Venezuela<br />
USA<br />
Other Countries<br />
Governments<br />
Individuals<br />
Credit risk management is conceived globally at Mercantil and its function responds to the<br />
common principles and organizational criteria of its different subsidiaries. A series of credit<br />
policies, procedures and management tools is available for developing good global risk<br />
management; these are constantly evolving to guarantee a better and more sophisticated<br />
process.<br />
The progress achieved in credit risk management at Mercantil was instrumental in keeping loan<br />
portfolio growth at an acceptable risk level. The institution’s credit risk exposure during <strong>2010</strong><br />
was Bs 55.4 billion, which is 61.2% more than the Bs 34.4 billion registered at the close of 2009.<br />
The following figure illustrates how total credit risk exposure (including direct, contingent and<br />
issuer risk) is distributed by country and type of client, and shows the breakdown of credit risk<br />
as of December <strong>2010</strong>.<br />
BCV<br />
Large<br />
Corporations<br />
Mercantil Servicios Financieros’ global presence is concentrated in Venezuela with 58.5% of its<br />
credit risk exposure, followed by the USA with 30.4%, and other countries with 11%.<br />
The main variations compared to 2009 are observed in the U.S. risk which grew 52.8%, mainly in<br />
the Government portfolio with 67.5% and Other Companies with 58%, as a result of the effect of<br />
the devaluation of the bolivar, which in turn had the effect of reducing Venezuela’s share of the<br />
risk by 20.9%.<br />
Annual Report <strong>2010</strong><br />
66<br />
Financial<br />
USA Government<br />
Sponsored Agencies<br />
Real Estate<br />
Loans
Distribution of Mercantil's loan portfolio by economic activity<br />
Activity<br />
Electricity, Gas and Water<br />
Mining Explotation<br />
and Hidrocarbons<br />
Transportation, Warehousing<br />
and Telecommunications<br />
Social and Personal<br />
Community Servicies<br />
Non Specified Activities<br />
Manufacturing Industries<br />
Construction<br />
Agriculture, Fishing and Forestry<br />
Financial Institutions and Insurance<br />
Trade, Restaurants and Hotels<br />
0.2%<br />
1.4%<br />
2.2%<br />
The distribution of Mercantil’s loan portfolio by clients’ economic activity is shown below:<br />
4.6%<br />
5.6%<br />
8.0%<br />
9.8%<br />
10.7%<br />
Mercantil Servicios Financieros<br />
67<br />
25.8%<br />
31.8%<br />
0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0%<br />
An analysis of Mercantil’s loan portfolio by economic activity shows that 78.1% of the loan<br />
portfolio is distributed as follows: Wholesale and retail trade, Restaurants and Hotels, 31.8%;<br />
Financial Establishments, Insurance Companies and Others, 25.8%; Agriculture, Forestry, Fishing<br />
and Hunting, 10.7%, and Construction, 9.8%.<br />
At the close of <strong>2010</strong>, the 20 largest debtors represent 8.3% of total loan portfolio.
Market Risk<br />
An institution is subject to market risk when the market conditions deteriorate and affect the<br />
liquidity and value of the financial instruments in its investment portfolios or contingent<br />
positions, resulting in a loss for that institution. There are two basic types of market risk: price risk<br />
and liquidity risk.<br />
Each market factor and its effect on the organization’s risk profile is measured daily. To accomplish<br />
this, Mercantil has a technological infrastructure and early warning systems. Treasury employs<br />
this technology to monitor and track market risk. It then produces a series of reports for<br />
Treasury’s risk-taking units and the corresponding management levels.<br />
Mercantil’s analyses use different methodologies to measure market risk: Value at Risk (VaR),<br />
Financial Margin Sensitivity due to interest rate changes (Repricing Gap, Risk Gains), Liquidity<br />
Gap and a series of other effective risk management measures and ratios.<br />
To complement the VaR, simulations are run, adding stress situations based on historic extreme<br />
market conditions to estimate Treasury’s potential loss if market conditions deteriorate.<br />
Market Risk in Trading Activities in <strong>2010</strong><br />
Mercantil’s trading activities were carried out in the Venezuelan fixed-income securities market<br />
denominated in bolivars and in fixed-income securities in emerging markets, the latter made up<br />
of Venezuelan government debt securities.<br />
Trading in the bolivar-denominated fixed-income securities market<br />
Fixed income securities became less volatile in <strong>2010</strong> with maintenance of the debt issue program<br />
in national and foreign currency in the primary market, at Bs 40,938 million (Bs 5,150 million in<br />
Treasury Bills, and Bs 35,788 million in government bonds at a fixed or variable coupon rate<br />
depending on Treasury Bill yield). Therefore the risk of those securities measured in terms of<br />
volatility went from an annual average of 3.91% in 2009 to 1.15% at the close of <strong>2010</strong>, with less<br />
activity in the secondary market. The average annual yield of local bonds maturing at 4 years<br />
remained at an annual average of around 15.4% in <strong>2010</strong>, versus 14.0% in 2009.<br />
Global trading activity on the bolivar-denominated fixed-income securities market maintained<br />
an average VaR of Bs 153.8 thousand in <strong>2010</strong> (maximum Bs 263.9 thousand and minimum Bs 51.8<br />
thousand) versus an average VaR of Bs 384.2 thousand in 2009 (maximum Bs 1.62 billion and<br />
minimum Bs 54.0 thousand).<br />
Annual Report <strong>2010</strong><br />
68
Trading in fixed-income securities in emerging markets<br />
As far as the sovereign debt in foreign currency is concerned, Venezuela issued US$ 3 billion in<br />
government bonds maturing in 2022, while PDVSA issued US$ 3 billion in amortizable bonds<br />
maturing in 2017. During <strong>2010</strong> the price of Venezuelan crude was less volatile than in 2009 (3.42%<br />
versus 5.52% in 2009), with an average price of US$ 71.63/bbl and a historic maximum of<br />
US$ 84.83/bbl in December. The greatest oil price stability translated into less volatility for bond<br />
yields in Venezuela, with an average bond yield of 13.74% in <strong>2010</strong> versus 14.40% in 2009. The<br />
country risk rating remains Stable according to rating agencies Moody’s, Standard & Poor’s and<br />
Fitch, which helped to push prices up.<br />
Average VaR for this activity was US$ 1.04 billion in <strong>2010</strong> (maximum US$ 9,077.8 thousand,<br />
minimum US$ 2.5 thousand), versus US$ 120.0 thousand in 2009, with a maximum of US$ 2,111.1<br />
thousand and a minimum of US$ 0.6 thousand. This significant increase can largely be explained<br />
by the auctions of US$ 6 billion worth of bonds as mentioned above.<br />
Market Risk in Positioning Activities in <strong>2010</strong><br />
The average VaR of Mercantil’s positioning activities (98% confidence), in aggregate terms, for<br />
the consolidated investment portfolio classified as available for sale was Bs 79,453 thousand<br />
(US$ 18.5 million) in <strong>2010</strong>, compared with Bs 47,064.7 thousand (US$ 21.9 million) in 2009 . The<br />
reason for the increase in average VaR is that the VaR of fixed income positions in bolivars<br />
quadrupled as a result of Venezuelan public debt issues in local currency, while the valuation of<br />
the US$ positions was affected by the devaluation of the exchange rate from Bs/US$ 2.15 in 2009<br />
to Bs/US$ 4.30 in <strong>2010</strong>. In <strong>2010</strong> VaR accounted for 0.8% of the total position in securities<br />
maintained on the balance sheet as available for sale, while this ratio reached 0.5% in 2009.<br />
Price Risk Positions of Interest Rate Mismatch<br />
The price risk involved in the mismatches between interest rates is caused by the assets and<br />
liabilities duration gap. When adverse changes occur in the interest rate market this gap can<br />
impact the institution’s financial margin. To manage this risk, Mercantil quantifies the assets<br />
and liabilities duration gap to take reflect the sensitivity of the financial margin to changes<br />
in interest rates over a 12 month period (in the Venezuelan market 100, 200, 300, 500 and<br />
1000 basis points are used; while in the US market it is calculated using 100 and 200 basis<br />
points), and then measures and compares them against the interest rate limits designed. The<br />
sensitivity of the financial margin to changes interest rates caused by their historic volatility,<br />
the economic value of the capital and an analysis of the duration are also quantified.<br />
Liquidity Risk<br />
Liquidity risk depends on the likelihood that a company will be unable to deliver funds or<br />
financial assets, as agreed with a client or financial market counterpart, at any time or in any<br />
place or currency. This risk is one of the major ones a financial institution could face in its<br />
intermediation activity because it can trigger a host of different risks, one of the worst being<br />
reputational (or franchise) risk. For Mercantil Servicios Financieros and its subsidiaries,<br />
managing and measuring liquidity risk is considered a priority within the organization’s global<br />
risk and business management.<br />
Mercantil Servicios Financieros<br />
69
Treasury is responsible for liquidity risk, which follows the liquidity policy parameters for<br />
organizations outlined by the Board of Directors, through the Board of Directors Risk<br />
Committee, the Global Risk Committee and the Assets and Liabilities Committee. An<br />
organization’s global liquidity risk environment is monitored periodically and is the outcome<br />
of the liquidity management process exercised by the Treasury in each of the financial vehicles<br />
in which it participates.<br />
The Assets and Liabilities Committee meets monthly and must make decisions on the liquidity<br />
and structure of the financial balance sheet by presenting the evolution and trends of the<br />
main factors that affect liquidity, measured by a series of tools and reports for optimizing the<br />
management of assets and liabilities (analysis of liquid assets, short, medium and long-term<br />
liquidity gap, liquidity indicators; balance sheet structure (evolution of balance sheet items),<br />
among others.<br />
These analyses and methodologies are complemented with reports known as Contingency<br />
Funding Plans. These are used to evaluate an institution’s ability to meet extreme deposit<br />
withdrawals which are modeled using liquidity studies of the institution and the market, to<br />
establish primary and secondary reserve requirements and other sources of liquidity to meet<br />
potential withdrawals.<br />
Operational Risk<br />
Mercantil sees Operational Risk management as fundamental in attaining its objectives and<br />
continues to use an integrated approach to include the qualitative and quantitative aspects that<br />
have characterized it.<br />
In view of today’s dynamic financial environment and the different internal and external factors<br />
behind this type of risk, the Institution’s capacity to meet stakeholders’ expectations and comply<br />
with the demands of the regulators is constantly put to the test. Hence the identification and<br />
preventive analysis of risks have strengthened the comprehensive approach through corrective<br />
action taken to mitigate the weaknesses detected.<br />
During the year the Organization continued to identify and assess risks detected in its critical<br />
processes and provide the information necessary for decision-making, with emphasis on the<br />
need to follow up action plans for major risk events to minimize their occurrence.<br />
The comparative study of the behavior of operational risk events in time is an example of how this<br />
risk is managed on an ongoing basis. Using information gathered on events around the world,<br />
risks are quantified and scenarios analysed to help calculate economic capital, set objectives,<br />
and control expected losses.<br />
To help mitigate high-impact risks according to the needs of the environment, the Insurance<br />
Policy Program was updated and strengthened and the technological aspect of the Business<br />
Continuity Program was reinforced.<br />
All the companies in the financial group continued to strengthen the management side of its<br />
operational risk culture.<br />
Annual Report <strong>2010</strong><br />
70
Operational risk management in non-banking activities<br />
In <strong>2010</strong> the priority was always to assess business processes with high volumes of operations<br />
and a high degree of inherent exposure to fraud, interruptions in operations and faults in<br />
executing activities. Assessment of risks associated with the new electronic trading platforms<br />
and operations aimed at clients and providers continued. The business continuity plans of<br />
the different units were updated.
Alberto EGEA LÓPEZ<br />
Ávila, 1942<br />
Oil on canvas<br />
51 x 61.2 cm<br />
Caracas, 1901 - Tenerife, Spain, 1958<br />
Studied at the Caracas Academy of Fine Arts and the National Academy of New York. While working in<br />
the United States as a painter he was also an advertising designer for various magazines. In New York<br />
produced his most important works, such as his painting of the urban landscape of the “Big Apple”. His<br />
return to Venezuela in 1935 defined a change in his style of work which became more luminous.
Performance of Subsidiaries<br />
Equity<br />
Main Activity<br />
Main Subsidiaries<br />
(In thousand of Bs) (1)<br />
Total Assets<br />
Investments<br />
Loan Portfolio, Net<br />
Deposits<br />
Net Income<br />
for the Year<br />
(In millions of US$) (2)<br />
Total Assets<br />
Investments<br />
Loan Portfolio, Net<br />
Deposits<br />
Net Income<br />
for the Year<br />
Mercantil, C.A.<br />
Banco Universal<br />
Bs 5,003,023<br />
US$ (2) 1,166<br />
Venezuelan<br />
Universal<br />
Bank<br />
46,170,343<br />
7,703,230<br />
26,703,385<br />
39,218,115<br />
1,630,359<br />
10,764<br />
1,796<br />
6,225<br />
9,143<br />
455<br />
Mercantil’s global business includes the Company’s operations in Venezuela and abroad. Its<br />
management results are presented in the Consolidated Financial Statements Review chapter.<br />
A summary of Mercantil’s operations carried out through each subsidiary at December 31,<br />
<strong>2010</strong>, and prepared in accordance with the accounting standards of the National Securities<br />
Superintendency (SNV) is presented below.<br />
Mercantil Servicios Financieros (1)<br />
(In thousands of Bs and millons of US$, except percentages (2) )<br />
as of December 31, <strong>2010</strong><br />
Shareholders’ Equity 8,513.301<br />
Shareholders’ Equity US$ (2) 1,985<br />
Mercantil<br />
Commercebank<br />
Florida BanCorp.<br />
Bs 2,270,940<br />
US$ (2) 529<br />
Commercial Bank,<br />
Brokerage and<br />
Trust<br />
Services<br />
in the USA<br />
Mercantil<br />
Commercebank<br />
N.A.<br />
Mercantil<br />
Commercebank<br />
Investment<br />
Services (MCIS)<br />
Mercantil<br />
Commercebank<br />
Trust Company<br />
(MCTC)<br />
27,532,854<br />
9,897,583<br />
15,877,988<br />
21,362,617<br />
(34,588)<br />
6,419<br />
2,308<br />
3,702<br />
4,981<br />
(7)<br />
Holding<br />
Mercantil<br />
Internacional<br />
Bs 585,859<br />
US$ (2) 137<br />
International<br />
Bank<br />
Mercantil Bank<br />
(Schweiz), AG.<br />
(Switzerland)<br />
Mercantil Bank<br />
and Trust Limited<br />
(Cayman)<br />
(Cayman Islands)<br />
Mercantil Bank<br />
Curaçao NV<br />
(Curaçao)<br />
Mercantil Bank<br />
(Panama) S.A.<br />
2,195,370<br />
1,525,490<br />
346,733<br />
1,786,181<br />
144,285<br />
512<br />
356<br />
81<br />
416<br />
40<br />
Mercantil Servicios Financieros<br />
73<br />
Mercantil<br />
Seguros, C.A.<br />
Bs 870,657<br />
US$ (2) 203<br />
Insurance in<br />
Venezuela<br />
3,192,925<br />
2,306,862<br />
0<br />
0<br />
408,933<br />
744<br />
538<br />
0<br />
0<br />
114<br />
Mercantil<br />
Merinvest, C.A.<br />
Bs 112,317<br />
US$ (2) 26<br />
Investment<br />
Banking, Mutual<br />
Funds, Trading &<br />
Brokerage in<br />
Venezuela<br />
Mercantil Merinvest<br />
Casa de Bolsa, C.A.<br />
Mercantil<br />
Servicios de<br />
Inversión, C.A.<br />
Mercantil<br />
Sociedad<br />
Administradora<br />
de Entidades<br />
de Inversión<br />
Colectiva, C.A.<br />
Other Non<br />
Financial<br />
Businesses<br />
221,584<br />
92,100<br />
0<br />
0<br />
Number of Employees<br />
6,685<br />
746<br />
41<br />
1,487<br />
26<br />
49<br />
9,034<br />
(1) In accordance with the standards of the National Securities Superintendency. Figures net of elimination resulting from the consolidation process<br />
(2) Dollar figures are given for reference only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$ and the income statement at the average exchange rate for the period<br />
(Bs 3.5827/US$). Exchange control has been in place in Venezuela since February 2003.<br />
69,887<br />
66,465<br />
0<br />
0<br />
42,560<br />
16<br />
15<br />
0<br />
0<br />
12<br />
Others<br />
Bs 29,094<br />
US$ (2) 7<br />
(15,236)<br />
52<br />
21<br />
0<br />
0<br />
(7)<br />
Total<br />
79,382,962<br />
21,591,730<br />
42,928,106<br />
62,366,913<br />
2,176,313<br />
18,507<br />
5,034<br />
10,008<br />
14,540<br />
607
Comments and a summary of the financial statements of Mercantil’s main subsidiaries are<br />
presented below, based on the accounting standards applicable to each of them, which explains why<br />
they differ from the consolidated information presented according to the accounting standards of<br />
the National Securities Superintendency. Mercantil C.A., Banco Universal, in accordance with the<br />
standards of the Superintendency of Banking Sector Institutions; Mercantil Commercebank Florida<br />
Bancorp, in accordance with US GAAP; Mercantil Seguros, C.A., in accordance with the<br />
Superintendency of Insurance Activity, and Mercantil Merinvest, C.A., in accordance with the<br />
standards of the National Securities Superintendency.<br />
Mercantil Banco Universal<br />
Mercantil Banco Universal’s total assets grew Bs 9,661 million (26.4%) compared to December<br />
2009. During the year the net loan portfolio grew Bs 6,416 million (31.6%) and total deposits<br />
increased Bs 8,266 million (25.8%). Loan portfolio quality remains favorable, with a ratio of<br />
Past-due and Nonperforming Loans to Gross Loans of 0.9%, compared to 3.4% for the<br />
Venezuelan financial system as a whole.<br />
At December 31, <strong>2010</strong> the Mercantil Banco Universal subsidiary ranks fourth in the<br />
Venezuelan financial system in terms of Total Assets with an 11.4% market share. The leading<br />
institution has a 13.2% share and Venezuela’s four main banks account for 49.5% of the<br />
country’s financial system. Mercantil Banco Universal is Venezuela’s leading bank in terms of<br />
savings deposit with 20.1% of the market and the second in terms of investments sold under<br />
repurchase agreement, with a market share of 13.2%. It is also Venezuela's leading bank in<br />
terms of manufacturing loans and mortgages under the Mortgage Debtor Law (Ley Especial del<br />
Deudor Hipotecario), with market shares of 18.6% and 14.7% respectively. Mercantil Banco<br />
Universal ranks second in Venezuela’s financial system in terms of gross loans and agricultural<br />
loans, with 14.5% and 13.4% of those markets respectively. The Bank is Venezuela’s third<br />
largest in the tourism and microcredits sector, with market shares of 14.3% and 10.6%<br />
respectively.<br />
At of December 31, <strong>2010</strong> Investments in Securities are made as follows: Certificates of Deposit<br />
and other securities issued by the Venezuelan Central Bank with maturity under 30 days,<br />
41.4%; securities issued or guaranteed by the Venezuelan government, 51.0%; U.S.<br />
government-backed securities, 2.4%; securities issued by the Venezuelan and international<br />
private sector, 2.9%; U.S. government-backed agencies, 1.8%, and securities issued by other<br />
governments, 0.5%.<br />
Shareholders’ equity grew Bs 1,284 million (38.9%) year on year, reaching Bs 4,583 million at<br />
the close of <strong>2010</strong>. This increase is composed mainly of Bs 1,361 million in accumulated net<br />
annual income; a Bs 343 million reduction in cash dividends paid out, a Bs 36 million reduction<br />
Annual Report <strong>2010</strong><br />
74
(1) Obtained from dividing shareholders equity minus goodwill’s<br />
amortizations by total assets minus Public Debt Securities.<br />
from recording available-for-sale investments at their fair market value, and Bs 302 million in<br />
exchange earning due to the change in the controlled exchange rate from Bs 2.1446/US$ to<br />
Bs 4.2893/US$, recorded in equity pursuant to instructions from the Superintendency of<br />
Banking Sector Institutions.<br />
The equity/assets ratio as of December 31, <strong>2010</strong> is 11.2% 1 (minimum requirement 8%) and the<br />
equity/risk-weighted assets, according to the standards of the Superintendency of Banking<br />
Sector Institutions is 17.6% (minimum requirement 12%).<br />
Net income in the first half of <strong>2010</strong> was Bs 1,361 million, reflecting a Bs 639 million (88.4%)<br />
year-on-year increase. This variation is due mainly to:<br />
• Bs 683 million (27.6%) year-on-year increase in net interest income compared to Bs 2,474<br />
million. This increase is mainly attributable to the increase in the rate of financial<br />
intermediation from 65.6% at December 31, 2009 to 69.2% at December 31, <strong>2010</strong>.<br />
• Bs 210 million (44.0%) year-on-year increase in expenses for nonperforming loans and other<br />
accounts receivable, compared with Bs 477 million, resulting mainly from loan portfolio<br />
growth and higher provisions for the agricultural, commercial and construction sectors.<br />
• Bs 534 million in income from exchange differences due to the change in the exchange rate<br />
set by the Venezuelan Central Bank for the valuation of assets and liabilities in foreign<br />
currency from Bs 2.1446/US$ to Bs 4.2893/US$, except for TIIC dollar-linked bonds issued<br />
by the Venezuelan public sector whose rate of exchange remained at Bs 2.5935/US$ up to<br />
January 1, 2011, pursuant to the standards of the Superintendency of Banking Sector<br />
Institutions.<br />
• Bs 230 million (276.8%) increase in net earnings from the sale of investments in securities,<br />
as a result of trading in Venezuelan government securities.<br />
• Bs 175 million in net revenue from bank charges for services, 35.8% higher than at year end<br />
2009, due to a higher volume of operations during the period.<br />
• Operating Expenses rose Bs 598 million (32.5%) compared to 2009, mainly as a result of a<br />
Bs 282 million (172.3%) rise in expenditure on contributions to regulatory bodies due<br />
principally to growth of operations and the increase in the percentage payable to Fogade<br />
from 0.5% of total deposits in 2009 to 1.25% in <strong>2010</strong>. The rest of the personnel and<br />
operating expenses varied Bs 316 million (18.9%) as follows: Bs 159 million (16.1%) in<br />
personnel expenses under the wage policy; Bs 15 million (13.4%) in maintenance expenses,<br />
and depreciation of property and equipment; Bs 20 million (152.9%) in insurance expenses;<br />
Bs 81 million (23.8%) in outsourced services such as securities transportation. Over the last<br />
12 months Venezuela registered 27.2% inflation. This variable has a significant impact on<br />
Mercantil Banco Universal’s operating costs.<br />
Mercantil Servicios Financieros<br />
75
Mercantil Banco Universal, Consolidated<br />
Year Ended<br />
(In thousands of Bs and millons of US$)<br />
Total Assets<br />
Investments in Securities<br />
Loan Portfolio, Net<br />
Deposits<br />
Equity<br />
Net Earnings for the Year<br />
Historic figures presented in accordance with the National Securities Superintendency.<br />
(1) Dollar figures are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$) and<br />
the income statement at the average exchange rate for the period (Bs 3.5827/US$). Exchange control has been in place in Venezuela since February 2003.<br />
76<br />
<strong>2010</strong><br />
US$ (1)<br />
10,788<br />
1,717<br />
6,226<br />
9,391<br />
1,069<br />
380<br />
Mercantil Commercebank Florida BanCorp<br />
At December 31, <strong>2010</strong> Mercantil Commercebank Florida Bancorp registered US$ 6,487 million<br />
in total assets, a year-on-year increase of 8.1%. The investment portfolio totaled US$ 2,306<br />
million, similar to the figure at the close of December 2009. This is made up of instruments<br />
issued by the U.S. government or U.S. government-backed agencies, securities issued by the<br />
private sector and securities issued by the Venezuelan government, which account for 88.4%,<br />
10.8% and 0.8%, respectively. Net loans registered 13.8% year-on-year growth to US$ 3,697<br />
million. Total deposits at December 31, <strong>2010</strong> were US$ 4,715 million, representing 7.2% growth<br />
over the same period.<br />
The net results of Mercantil Commercebank Florida BanCorp improved significantly compared<br />
to 2009; the net negative result fell from US$ 31 to US$ 4 million in <strong>2010</strong>. The net result of its<br />
main subsidiary Mercantil Commercebank, N.A. was US$ 1 million in <strong>2010</strong>, compared to a net<br />
negative result of US$ 25.7 million in 2009. This improvement is mainly due to a US$ 59 million<br />
(45.0%), reduction in loan provisions compared to US$ 132 million in 2009. Nonperforming<br />
loans were down US$ 100 million (22.8%) in <strong>2010</strong>. The past due loans ratio improved from 12.7%<br />
at the end of 2009 to 8.3% at the end of <strong>2010</strong>, despite a reduction in the value of collateral on<br />
a segment of the loan portfolio which exceeded management’s estimates. Net interest income<br />
was down by US$ 16.7 million due to low interest rates and a US$ 14 million increase in tax<br />
expenditure.<br />
Mercantil Commercebank, N.A.’s main capital adequacy indicators are an equity/assets ratio<br />
of 9.3% and an equity/risk-weighted assets ratio of 18.1% in line with the standards of the Office<br />
of Comptroller of the Currency (OCC). This is more than double the regulatory equity required<br />
for a bank to be considered well-capitalized.<br />
Annual Report <strong>2010</strong><br />
<strong>2010</strong><br />
bolivars<br />
46,270,966<br />
7,363,976<br />
26,703,385<br />
40,279,612<br />
4,583,203<br />
1,360,622<br />
2009<br />
bolivars<br />
36,609,791<br />
5,956,675<br />
20,287,426<br />
32,013,443<br />
3,299,517<br />
722,035<br />
2008<br />
bolivars<br />
30,181,479<br />
6,220,556<br />
15,338,403<br />
24,804,865<br />
2,708,877<br />
820,956
Mercantil Commercebank Florida Bancorp<br />
Consolidated<br />
Year Ended<br />
(In thousands of Bs and millons of US$)<br />
Total Assets<br />
Invesments in Securities<br />
Loan Portfolio, Net<br />
Deposits<br />
Equity<br />
Net Earnings for the Year<br />
Mercantil Seguros<br />
In <strong>2010</strong>, premium income grew 43.2% year on year to Bs 4,013 million, reflecting an outstanding<br />
sales effort. At the close of December <strong>2010</strong>, Mercantil Seguros was the country’s second largest<br />
insurance company in terms of net collected premiums, with 11.5% of the insurance market.<br />
Total assets at December 31, <strong>2010</strong> were Bs 3,507 million, 54.9% more than at December 31, 2009.<br />
Shareholders’ equity was Bs 1,115 million, 61.2% more than at the close of 2009 which means that<br />
the Company has a margin of solvency that complies with the regulations in force.<br />
The figures presented include all the mandatory and voluntary reserves required to guarantee the<br />
Company’s operations, including outstanding claims reserves and end-of-period payments.<br />
Guarantees and reserves total Bs 1,946 million (43.1% up on the previous year).<br />
At year end the Company’s investment portfolio totals Bs 3,025 million, 57.1% more than at<br />
December 31, 2009. Total investments representing technical reserves were Bs 2,741 million,<br />
63.5% higher than at December 31, 2009, with sufficient liquidity levels being maintained to<br />
diligently meet commitments with insured, insurance advisers and reinsurers.<br />
Net earned premiums for individual business lines grew 48.7%, from Bs 1,319 million in 2009 to<br />
Bs 1,961 million at December 31, <strong>2010</strong>, represented mainly by the health and automobile<br />
businesses.<br />
The annual technical result2 at December 31, <strong>2010</strong> was Bs 124 million, with a combined operating<br />
ratio (COR) 3 of 96.2%. Net earnings in <strong>2010</strong> were Bs 406 million. Net earnings grew 102.3%<br />
compared to December 31, 2009, leveraged by positive investment income and the exchange<br />
rate differential.<br />
77<br />
<strong>2010</strong><br />
US$<br />
6,487<br />
2,306<br />
3,697<br />
4,715<br />
582<br />
(4)<br />
<strong>2010</strong><br />
bolivars (1)<br />
27,823,102<br />
9,891,688<br />
15,859,665<br />
20,224,723<br />
2,496,934<br />
(13,521)<br />
Mercantil Servicios Financieros<br />
2009<br />
bolivars (1)<br />
12,868,132<br />
4,990,797<br />
6,965,365<br />
9,435,191<br />
1,201,270<br />
(66,249)<br />
Figures according to the accounting principles generally accepted in the United States (US GAAP).<br />
(1) Figures in bolivars are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$<br />
versus Bs 2.1446/US$ at December 31, 2009 and 2008) and the income statement at the average exchange rate for the period (Bs 3.5827/US$ versus Bs<br />
2.1446/US$ at December 31, 2009 and 2008). Exchange control has been in place in Venezuela since February 2003.<br />
2 Technical result = Earned Premiums Received - Claims Incurred - Commissions - Administrative expenses<br />
3 Combined Operating Ratio (COR) = Claims + Commissions + Administrative expenses / Premiums<br />
2008<br />
bolivars (1)<br />
12,925,219<br />
5,617,216<br />
6,508,484<br />
9,351,927<br />
980,788<br />
(8,205)
Mercantil Seguros, C.A.<br />
Year Ended<br />
(In thousands of Bs and millons of US$)<br />
Total Assets<br />
Investments in Securities<br />
Equity<br />
Net Earnings for the Year<br />
Net Premiums<br />
78<br />
<strong>2010</strong><br />
US$ (1)<br />
818<br />
705<br />
260<br />
113<br />
936<br />
Other banks abroad<br />
In December <strong>2010</strong>, the merger approved at the ordinary shareholders’ meeting held in September<br />
through which Mercantil Servicios Financieros was to absorb its wholly owned subsidiary Holding<br />
Mercantil Internacional, C.A. which would be fully and legally dissolved as a result, was finalized,<br />
and all the net assets represented mainly by 100% of the shares of Alvina Corporation, N.V. and<br />
its subsidiaries Mercantil Bank Curacao, N. V., Mercantil Bank (Panama), S.A. and Mercantil Bank<br />
(Schweiz) AG was absorbed.<br />
The activity of Mercantil Bank (Schweiz) AG, which includes its subsidiary Mercantil Bank and<br />
Trust Limited (Cayman) recorded US$ 334 million in total assets at December 31, <strong>2010</strong><br />
representing a 1.0% increase over December 2009. Net income for the year reached US$ 2.9<br />
million, an increase of 49.9% compared with US$ 1.9 million at the end of 2009.<br />
At December 31, <strong>2010</strong>, Mercantil Bank (Panama) S.A. has US$ 129 millones (1) in total assets, 62.1%<br />
more than at the close of 2009. Net earnings for <strong>2010</strong> reached US$ 31.2 million, 353,9% more<br />
than the US$ 6.9 million recorded in December.<br />
Mercantil Bank Curaçao, N.V. registered US$ 224 million in total assets at December 31, <strong>2010</strong>,<br />
representing a 21.9% increase over December 2009. Net results for the year reached US$ 31.0<br />
million, 207.8% more than the US$ 10.1 million recorded in 2009, mainly due to the results of its<br />
subsidiary Mercantil Bank (Panama) S.A.<br />
Mercantil Merinvest<br />
Mercantil Merinvest, C.A.’s subsidiaries include a securities brokerage company and a mutual<br />
fund and investment portfolio management company.<br />
At December 31, <strong>2010</strong> Mercantil Merinvest had Bs 129 million in total consolidated assets,<br />
3.9% less than at the close of 2009. This variation is reflected in the indexed financial asset<br />
operations carried out through Mercantil Merinvest, Casa de Bolsa, C.A. which were Bs 45<br />
million down on the previous year.<br />
Earnings for <strong>2010</strong> were Bs 43 million, a 13.8% downturn compared to Bs 49 million in 2009,<br />
mainly due to a new regulatory environment that has initially restricted the operations that<br />
these types of companies can carry out.<br />
Annual Report <strong>2010</strong><br />
<strong>2010</strong><br />
bolivars<br />
3,506,609<br />
3,025,074<br />
1,114,939<br />
405,941<br />
4,012,857<br />
2009<br />
bolivars<br />
2,263,742<br />
1,925,918<br />
690,547<br />
200,664<br />
2,801,933<br />
2008<br />
bolivars<br />
1,697,083<br />
1,418,576<br />
507,921<br />
128,368<br />
2,029,800<br />
Historic figures presented in accordance with the standards of the Superintendency of Insurance Activity.<br />
1 Dollar figures are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$) and the income statement at<br />
the average exchange rate for the period (Bs 3.5827/US$). Exchange control has been in place in Venezuela since February 2003.
Mercantil Merinvest, C.A.<br />
Consolidated<br />
Year Ended<br />
(In thousands of Bs and millons of US$)<br />
Total Assets<br />
Investments in Securities<br />
Indexed Financial Assets<br />
Equity<br />
Net Earnings for the Year<br />
<strong>2010</strong><br />
US$ (1)<br />
30<br />
22<br />
-<br />
26<br />
12<br />
<strong>2010</strong><br />
bolivars<br />
128,929<br />
95,904<br />
-<br />
112,317<br />
42,560<br />
Other Non-Financial Business<br />
Mercantil Inversiones y Valores<br />
Mercantil Inversiones y Valores comprises Mercantil Servicios Financieros’ non-financial<br />
companies, such as Servibien, Almacenadora Mercantil and others that invest in securities.<br />
The main function of Servibien, a subsidiary of Mercantil Inversiones y Valores, is to sell real<br />
estate and property owned by Mercantil Servicios Financieros. In <strong>2010</strong> Servibien sold Bs 20<br />
million worth of real estate. Automotive vehicles recovered by Mercantil Seguros were sold at<br />
ten auctions during the year, bringing in a total of Bs 44 million.<br />
At December 31, <strong>2010</strong>, Mercantil Inversiones y Valores C.A. had Bs 40 million and Bs 37 million<br />
in consolidated assets and equity respectively.<br />
Mercantil Servicios Financieros<br />
79<br />
2009<br />
bolivars<br />
134,097<br />
64,647<br />
45,110<br />
118,653<br />
49,395<br />
2008<br />
bolivars<br />
265,455<br />
83,530<br />
162,888<br />
118,815<br />
38,231<br />
Historic figures presented in accordance with the National Securities Superintendency.<br />
(1) Dollar figures are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$) and the<br />
income statement at the average exchange rate for the period (Bs 3.5827/US$). Exchange control has been in place in Venezuela since February 2003.<br />
Mercantil Inversiones y Valores , C.A.<br />
Consolidated<br />
Year Ended<br />
(In thousands of Bs and millons of US$)<br />
Total Assets<br />
Invesments in Securities<br />
Equity<br />
Net Earnings for the Year<br />
<strong>2010</strong><br />
US$ (1)<br />
9<br />
4<br />
9<br />
(1)<br />
<strong>2010</strong><br />
bolivars<br />
39,846<br />
17,087<br />
37,171<br />
(5,027)<br />
2009<br />
bolivars<br />
90,361<br />
60,595<br />
85,401<br />
41,762<br />
2008<br />
bolivars<br />
187,080<br />
45,834<br />
148,086<br />
77,770<br />
Figures in accordance with Accounting Principles Generally Accepted in Venezuela.<br />
(1) Dollar figures are given for reference purposes only; the balance sheet is converted at the exchange rate at the end of the period (Bs 4.2893/US$) and the<br />
income statement at the average exchange rate for the period (Bs 3.5827/US$). Exchange control has been in place in Venezuela since February 2003.
Marcos CASTILLO<br />
Desde Los Chaguaramos, around 1961<br />
Oil on canvas<br />
74.8 x 70 cm<br />
Caracas, 1897 - 1966<br />
Studied at the Caracas Academy of Fine Arts from 1917 to 1922. Traveled to Paris in 1926 where he was<br />
influenced by the works of the European post-impressionists. Awarded the National Prize for Painting at<br />
the First Official Annual Exhibition of Venezuelan Art in 1940. In 1958 represented Venezuela at the<br />
International Biennial in Venice, Italy. His characteristic use of color in his paintings makes him one of<br />
Venezuela’s greatest colorists.
Credit Ratings<br />
Mercantil Servicios Financieros Fitch Ratings Clave<br />
National Ratings<br />
Long Term AA (Ven) -<br />
Short Term F1+ (Ven) -<br />
Unsecured Bonds (Long Term) A2 A2<br />
Commercial Papers (Short Term) A1 A1<br />
Mercantil Banco Universal Fitch Ratings Moody’s<br />
National Ratings<br />
Long Term AA+ (Ven) -<br />
Short Term F1+ (Ven) -<br />
International Ratings<br />
Long Term (foreign currency) B+ B3<br />
Short Term (foreign currency) B -<br />
Long term (Local Currency) B+ B1<br />
Short term (Local Currency) B -<br />
Individual D E+<br />
Mercantil Commercebank Florida Bancorp<br />
and Mercantil Commercebank N.A. Fitch Ratings<br />
National Ratings<br />
Long Term (Deposits)<br />
(only Mercantil Commercebank N.A.) BB+<br />
Long Term BB<br />
Short Term B<br />
Individual C/D<br />
Mercantil Servicios Financieros<br />
81<br />
Mercantil Servicios Financieros<br />
Each year risk rating agencies Fitch Ratings<br />
carries out credit ratings on Mercantil Servicios Financieros (Mercantil) and its subsidiaries,<br />
Mercantil Banco Universal C.A., Mercantil Commercebank Florida Bancorp and Mercantil<br />
Commercebank, N.A. Clave, Sociedad Calificadora de Riesgo also assigns a risk rating to the<br />
issues of Mercantil’s Unsecured Bonds and Commercial Paper.<br />
The following table indicates the current credit ratings of Mercantil and its subsidiaries in the<br />
different countries where it operates.<br />
Mercantil’s ratings reflect satisfactory financial indicators. Mercantil is among the best rated<br />
Venezuelan issuers. According to Fitch Ratings’ scale Mercantil reflects “Very High Credit Quality”<br />
and “a very low expectation of credit risk and a strong capacity for timely payment of financial<br />
commitments”. The ratings given for Mercantil’s issues of Commercial Paper and Unsecured<br />
Bonds are the highest an issuing company in Venezuela can obtain.<br />
The national risk ratings for Mercantil Banco Universal are sustained by its franchise, stable<br />
deposit base, adequate performance and risk management culture, and are the best ratings given<br />
to a private financial institution in Venezuela. The international ratings are largely dependent on<br />
the country risk for Venezuela.<br />
The ratings of Mercantil Commercebank Florida BanCorp and Mercantil Commercebank, N.A.<br />
have been affected by the adverse situation in the U.S. economy, particularly in the state of<br />
Florida. However they reflect financial flexibility as regards the timely payment of its obligations.<br />
In its report Fitch Ratings indicates the bank’s level of liquidity with a high quality, short-term<br />
investment portfolio.
Manuel CABRÉ<br />
Río Guaire, 1917<br />
Oil on canvas<br />
26.5 x 48.5 cm
Prevention and Control of<br />
Money Laundering and<br />
Terrorist Financing (ML/TF)<br />
The mission of Mercantil’s Prevention and<br />
Control of Money Laundering and Terrorist Financing Unit is to ensure compliance with the<br />
money laundering and terrorist financing (ML/TF) legislation in force in Venezuela and in the<br />
countries in which Mercantil Servicios Financieros operates, supporting the organization through<br />
a systematic, professional approach in order to detect, follow up and manage reputational risk<br />
due to ML/TF by providing data, analysis and recommendations to guarantee its adherence to the<br />
regulations and the best international practices on the matter. These include the<br />
recommendations of the Financial Action Task Force (GAFI), the Caribbean Financial Action Task<br />
Force (GAFIC), the Wolfsberg Principles and the Customer Due Diligence for Banks document of<br />
the Basel Committee on Banking Supervision of the Bank for International Settlements.<br />
Mercantil Servicios Financieros<br />
83
The control and oversight mechanisms in place, especially at Mercantil’s subsidiaries Mercantil<br />
Banco Universal, Mercantil Seguros, Mercantil Merinvest, Mercantil Sociedad Administradora<br />
de Entidades de Inversión Colectiva, Mercantil Bank Curaçao, Mercantil Bank (Panama),<br />
Mercantil Bank (Schweiz) AG and Mercantil Commercebank, are adequate for the timely<br />
detection of operations which - due to the nature of their activities - are presumed to involve<br />
ML/TF, and for reporting such operations to the appropriate authorities.<br />
The “Know your Customer” policy is crucial to the timely detection of operations presumed to<br />
involve ML/TF. Anti-money laundering and combating the financing of terrorism (AML/CFT)<br />
compliance processes are regularly reviewed by the supervisory authorities of the different<br />
jurisdictions in which Mercantil Servicios Financieros operates, as well as by the External and<br />
Internal Auditors.<br />
Pursuant to the provisions of current legislation the Institution has a “Comprehensive AML/CFT<br />
System” comprised by an AML/CFT Compliance Officer, a multidisciplinary committee, an<br />
AML/CFT Unit and Compliance staff responsible for areas susceptible to ML/TF risks. There are<br />
also Operational, Follow-up, Evaluation and Control Plans, a Code of Ethics, a Manual of AML/CFT<br />
Risk Management Policies and Procedures, and Training Programs.<br />
Its action during the year focused mainly on strengthening coverage and minimizing ML/TF risks<br />
by approving and setting policies, updating the Manual of AML/CFT Risk Management Policies<br />
and Procedures, appointing compliance staff in areas susceptible to risk, implementing new<br />
AML/CFT administrative and operating policies, training staff with special emphasis on the<br />
people for managing processes that are highly sensitive to risk, and the acquisition of state-ofthe-art<br />
technology. All of this has provided the Institution with an efficient and effective structure<br />
and highly professional risk management process, within a climate of ongoing improvements.<br />
Mercantil Servicios Financieros developed an extensive program of training courses and<br />
workshops in which 9,000 employees participated.<br />
Mercantil Servicios Financieros liaises constantly with the regulatory bodies wherever it is<br />
present and with which it maintains fluid and effective communications.<br />
Annual Report <strong>2010</strong><br />
84
* Prevention and Control of Money Laundering<br />
Internal Auditing<br />
Mercantil Servicios Financieros’ Internal<br />
Audit Unit works independently through a systematic approach to assess and improve the<br />
efficacy of risk management and internal control processes and corporate governance, and<br />
contribuye to the success of the Strategic Plan. This unit is clearly user-orientated, with a<br />
staff of multidisciplinary professionals who are well versed in the areas they cover.<br />
Mercantil Servicios Financieros’ Internal Audit Unit follows the International Professional<br />
Practices Framework (IPPF) aplicable to internal auditors and established by the Institute of<br />
Internal Auditors (IIA). Its work involves developing assurance activities such as evaluations<br />
and recommedations on improvements to the corporate governance process, risk<br />
management and control to ensure compliance with the objectives related to the promotion<br />
of Mercantil’s ethics and values; ensuring effective management and accountability for the<br />
Institution’s performance; supporting Mercantil’s Mission and Vision, and strengthening<br />
communication at the different levels to enhance the efficiency of its processes.<br />
Annual Audit Planning covers general and special revisions, follow up, ML/TF risk<br />
management and quality management. The Internal Audit Unit constantly measures, analyses<br />
and monitors a series of performance indicators to ascertain execution of the internal control<br />
of the different processes.<br />
Structurally speaking, Internal Audit Unit reports directly to the Mercantil Servicios<br />
Financieros Board of Directors Audit Committee and is made up of units at: Mercantil Banco<br />
Universal, Mercantil Seguros and Mercantil Commercebank, which carry out their audit<br />
programs separately, with the following results:<br />
100%<br />
90%<br />
80%<br />
70%<br />
60%<br />
50%<br />
40%<br />
30%<br />
20%<br />
10%<br />
0%<br />
During <strong>2010</strong>, Mercantil Servicios Financieros’ s Internal Audit Unit conducted 762 audits that<br />
helped strengthen internal controls in Mercantil’s different units, affording priority to<br />
processes with the highest risk impact. It also followed up the corrective actions implemented<br />
by Management; supported the independent auditors in checking the figures of the Financial<br />
Statements items; met the requirements of the regulatory bodies, made assessments on<br />
ML/TF Risk Management and ascertained compliance and adequacy by the units with the<br />
processes at Mercantil Banco Universal that received ISO 9001:2008 certification through<br />
Fondonorma.<br />
85<br />
885 24 70 71 1.050<br />
327<br />
75<br />
48<br />
435<br />
MERCANTIL<br />
BANCO<br />
Mercantil Servicios Financieros<br />
5<br />
8<br />
11<br />
WEALTH<br />
MANAGEMENT<br />
18<br />
12<br />
40<br />
MERCANTIL<br />
SEGUROS<br />
2<br />
8<br />
61<br />
MERCANTIL<br />
COMMERCEBANK<br />
352<br />
83<br />
68<br />
547<br />
MERCANTIL<br />
GENERAL AND FOLLOW-UP SPECIAL QUALITY PCLC *
Pedro Ángel GONZÁLEZ<br />
Paisaje, 1919<br />
Oil on cardboard<br />
18.5 x 28.9 cm<br />
Santa Ana, State of Nueva Esparta, 1901 - Caracas, 1981<br />
In 1916, González moved to Caracas to study at the Academy of Fine Arts. In 1921, he met members of the<br />
Fine Arts Society. In 1936, he served as professor in the Caracas Academy of Fine and Applied Arts, where<br />
he established the Graphic Arts Studio and directed it for sixteen years. Later, between 1959 and 1960,<br />
he directed the Cristóbal Rojas Applied Arts Academy and was named Honorary President of the Graphic<br />
Arts Studio. His landscape works are numerous, with an emphasis on wide open spaces.
Mercantil’s Social Contributions<br />
Year <strong>2010</strong><br />
Education 52%<br />
Social Welfare 27%<br />
Culture 6%<br />
Health 8%<br />
Religious Institutions 7%<br />
Social Commitment<br />
Since Mercantil was founded 85 years ago, it<br />
has fostered, promoted and supported social development programs. One of its corporate<br />
values is “to be an integral institution and an important factor in the development of the<br />
communities in which it operates.”<br />
Mercantil Servicios Financieros' social investment in <strong>2010</strong> totaled Bs 8.2 million, channeled mainly<br />
through Fundación Mercantil and its subsidiaries in Venezuela and the United States. This sum<br />
includes Bs 750,000 in contributions under the Science and Technology Act to support the<br />
research and development projects of Venezuelan Institutions on new technologies.<br />
Mercantil earmarked 52% of the contributions in this area for educational institutions and<br />
48% for social development, healthcare, religious and cultural institutions.<br />
Education<br />
In <strong>2010</strong> Mercantil accentuated its support for primary education in Venezuela through its<br />
“Give your School a Helping Hand” program which has been going strong for more than 27<br />
years. In conjunction with the Foundation for Educational Buildings (FEDE - for its<br />
abbreviation in Spanish) under the Ministry of Education, schools in Trujillo, Portuguesa,<br />
Miranda, Carabobo and Guárico states were refurbished. A new program was also<br />
implemented with the Fe y Alegría institution to strengthen the physical infrastructure of<br />
schools in Monagas, Bolívar and Anzoátegui states.<br />
Donations were made to the following universities in <strong>2010</strong>: Católica Andrés Bello, Simón<br />
Bolívar, Carabobo, Metropolitana, Monteávila, Central de Venezuela and Zulia. Their purpose<br />
was to support student development and training activities and scholarship programs.<br />
Social Development and Healthcare Programs<br />
Mercantil supports various projects and initiatives by organizations that work directly with<br />
children, youths and senior people in need. Their purpose is to help the population from<br />
different areas of society and specifically through scholarship programs to give young people<br />
access to work training activities; through nutritional care programs; children’s programs and<br />
programs that provide equipment for people with physical or intellectual disabilities.<br />
The main beneficiary institutions include: United Nations Children’s Fund (UNICEF), Mother<br />
Teresa of Calcutta Comedores Madre Teresa de Calcuta (COMATEC); Asociación Venezolana para<br />
el Síndrome de Down; Federación de Instituciones Privadas de Atención al Niño, al Joven y a la<br />
Familia (FIPAN); Fundana; Asociación Provida; Sovenia; Asociación Civil Buena Voluntad; Hogar<br />
Vida Nueva; Centro al Servicio de la Acción Popular (CESAP); Centro El Portal, Alianza para una<br />
Venezuela sin Drogas and Damas Salesianas.<br />
Mercantil’s commitment to health is reflected in the specialized medical and hospital programs<br />
it supports. These help children, young people and adults in need, including the Friends of<br />
Children with Cancer Foundation; Fundación Cardioamigos; Hospital Ortopédico Infantil; Hospital<br />
San Juan de Dios; Fundahígado; Acción Solidaria; and Salud y Familia.<br />
Mercantil Servicios Financieros<br />
87
Culture, Quality of Life and Environment<br />
Mercantil sees culture as a value to be fostered, and supports institutions that promote artistic<br />
talent in the field of music, literature and fine arts. It contributes to the Fundación Camerata de<br />
Caracas; the Zulia Museum of Modern Art (Maczul - for its abbreviation in Spanish); the Chamber<br />
Music Association (Asociación Pro Música de Cámara); the Museum of Colonial Art and the José<br />
Antonio and Carmen Calcaño Foundation. During <strong>2010</strong> Mercantil also continued to support the<br />
initiatives of various environmental conservation organizations.<br />
Support for the social work of religious institutions<br />
Mercantil’s Social Commitment is also channeled through its support for religious institutions<br />
with a view to sustaining social programs throughout the country. Prime examples are the<br />
pastoral programs for families; strengthening of the Mercantil-Cáritas Solidarity Fund; and<br />
contributions to the country’s Archdioceses and Dioceses, the John Paul II Ecclesiastical<br />
Education, and the Friends of the Seminary Foundation.<br />
Mercantil’s social commitment also included support for programs promoted by organizations<br />
in the United States: the Anti-Cancer League, the March of Dimes and the Miami Metrozoo, in<br />
South Florida; the Juilliard School in New York, and the Museum of Modern Art in Houston. A<br />
number of institutions that directly promote the social development of low-income communities<br />
also received support under the Community Reinvestment Act (CRA) program.<br />
Special mention should also be made of the voluntary participation of Mercantil’s staff in<br />
education, social development and cultural activities promoted by various community<br />
institutions.<br />
Annual Report <strong>2010</strong><br />
88
Pedro Ángel GONZÁLEZ<br />
Paisaje de Gamboa, 1940<br />
Oil on canvas<br />
76.3 x 100 cm
Pedro Ángel GONZÁLEZ<br />
Macuto, 1920<br />
Oil on canvas<br />
40.3 x 56.3 cm
Corporate Governance<br />
Mercantil Servicios Financieros is registered in<br />
Venezuela and its shares are listed on the Caracas Stock Exchange. It also has a program of<br />
Level 1 ADRs which are traded over the counter in the USA. Mercantil’s Corporate Governance<br />
structure is based on its Bylaws, the Capital Markets Law, the Code of Commerce and the<br />
Resolutions issued by the National Securities Superintendency on the subject.<br />
Ever since Mercantil was incorporated, its Administrators have maintained a close relationship<br />
with their shareholders, customers, creditors and employees, marked by the highest<br />
professional and ethical principles, with a view to guaranteeing transparent, efficient and<br />
proper management. The Corporate Governance structure has been designed to facilitate<br />
the supervision and work of the Board of Directors and Management to safeguard the<br />
interests of shareholders, customers, creditors and staff alike.<br />
In the area of Corporate Governance Mercantil has not restricted its activities to the<br />
legislation in force. To remain at the forefront in this field, the Board of Directors and<br />
Management of Mercantil study the latest trends in this field so that the Company’s<br />
Corporate Governance structure can be adapted to current best practices.<br />
The function of the Corporate Compliance Unit created in 2009 is to detect anomalies and<br />
manage risk from to failure to comply with regulations, and apply policies, methodologies<br />
and procedures that strengthen the business model and eliminate or reduce exposure to<br />
associated risk. This initiative is quite innovative in Venezuela’s financial environment.<br />
Progress in executing this unit’s Strategic Agenda went according to plan. It focused on the<br />
Mercantil Banco Universal subsidiary, even though follow-up tasks related to the securities<br />
market have begun given the prevailing circumstances.<br />
Mercantil Servicios Financieros<br />
91
It should be noted that Mercantil Commercebank, N.A. subsidiary has had a Compliance Unit<br />
for many years now.<br />
Another very significant aspect of corporate governance is the dividend policy which gives<br />
shareholders greater assurance of dividends being declared and paid. In line with this policy,<br />
all proposals to declare dividends must be made in accordance with the Law and the Bylaws<br />
on the matter, heeding the rules on compliance with the regulatory equity ratios applicable,<br />
and the Company’s investment and development plans. A Board of Directors meeting is<br />
normally held each February. It reviews the dividend proposal that will be submitted to the<br />
first General Shareholders’ Meeting held in the first quarter of the year, for consideration and<br />
once approved by the Board, a press release is published. Notwithstanding, the Board of<br />
Directors may at any time consider any dividend proposal it deems to be in order. In <strong>2010</strong> an<br />
ordinary cash dividend was declared and paid in two portions and an extraordinary cash<br />
dividend was paid in a single portion.<br />
All Mercantil’s activities are carried out according to the strictest ethical and professional<br />
principles. Both Mercantil and its subsidiaries have a Code of Ethics which encompasses a<br />
series of ethical principles and values that guide the Company in its decision making and its<br />
activities. This Code covers fundamental duties such as probity, loyalty, efficiency, cofraternity,<br />
honesty, sincerity, dignity and law abidance.<br />
It also establishes standards aimed at regulating treatment in the event of conflicts of interest<br />
and complements the provisions of the Bylaws in this area. These Bylaws stipulate how such<br />
situations should be handled and ban Board Members from taking part in discussions on any<br />
matters in which they, or their partners in civil or mercantile companies have a personal<br />
interest, requiring that directors remain outside the meeting room until a final decision is<br />
reached.<br />
Mercantil’s governance structure is comprised by the Shareholders’ Meeting, followed by the<br />
Board of Directors, with its Audit, Risk and Compensation Committees, the Executive<br />
Committee, the President and Executive President, the Internal Auditor and the Compliance<br />
Officer.<br />
Annual Report <strong>2010</strong><br />
92
Board of Directors<br />
The Board of Directors must act efficiently and in the interests of its shareholders, creditors,<br />
clients, employees and the community at large. The Board has responsibility for defining<br />
corporate strategies, determining business policies and establishing and controlling the strategic<br />
direction of the institution. It also supervises the management of the organization’s different<br />
business and support areas. It evaluates results by comparing them against previously approved<br />
plans and strategies, performance in previous years and the general banking environment.<br />
In line with best corporate governance practices, the majority of the Directors on the Board of<br />
Directors of Mercantil Servicios Financieros are independent of Management. The presence of<br />
directors who are independent of Management is further proof of Mercantil’s commitment to<br />
international management standards and in line with best corporate government practices.<br />
The Directors are highly qualified and well-versed in business and finance, ensuring optimum<br />
performance of their functions. The Board of Directors is made up of 10 directors and 20 alternate<br />
directors. The Board appoints the President and Executive President from its members and these<br />
appointments may be held by the same person. The Board meets once a month and whenever<br />
else the President deems necessary.<br />
To ensure better transparency and control over management procedures, right from the outset<br />
Mercantil’s Bylaws provided for the creation of a Compensation Committee and an Audit<br />
Committee. The creation of these Committees was provided for in the Bylaws of its main<br />
subsidiary, Banco Mercantil in 1981. An Ordinary Shareholders’ Meeting held in March 2006<br />
approved a proposal submitted by the Board of Directors to amend a provision in them giving<br />
legal status to the Risk Committee, which had already been created by the Board meeting on<br />
May 31, 2001. It is important to point out that these Committees are comprised mainly of<br />
Directors who are independent from the bank’s Management.<br />
Consistent with the Company’s tradition of adhering to best corporate governance practices,<br />
the Audit Committee is subject to Bylaws governing its functions. This document describes the<br />
Committee’s purpose, functions and responsibilities, and the requirement that members conduct<br />
an annual assessment of their compliance therewith. It also states that its members must be<br />
independent of Management, adding that at least one of them must have considerable<br />
accountancy or financial management experience.<br />
Mercantil Servicios Financieros<br />
93
Board of Directors Compensation Committee<br />
Members<br />
Gustavo Gustavo J. Vollmer H.<br />
(Coordinator)<br />
Alfredo Travieso P.<br />
Víctor Sierra<br />
Gonzalo Mendoza<br />
Luis Esteban Palacios W.<br />
Luis Alfredo Sanabria U.<br />
Claudio Dolman<br />
Gustavo Marturet (Ex oficio)<br />
Alejandro González Sosa (Ex oficio)<br />
Board of Directors Audit Committee<br />
Members<br />
LuiLuis A. Romero M.<br />
(Coordinator)<br />
Jonathan Coles W.<br />
Eduardo Mier y Terán<br />
Federico Vollmer A.<br />
Gustavo Machado C.<br />
Oscar Machado K.<br />
Carlos Zuloaga Travieso<br />
Miguel Ángel Capriles Capriles<br />
Luis Pedro España<br />
Gustavo Marturet (Ex oficio)<br />
Alejandro González Sosa (Ex oficio)<br />
Board of Directors Risk Committee<br />
Members<br />
GuGustavo J. Vollmer A.<br />
(Coordinator)<br />
Roberto Vainrub<br />
Miguel Ángel Capriles L.<br />
Gustavo Galdo<br />
Luis A. Marturet<br />
Carlos Hellmund B.<br />
Alberto Sosa S.<br />
Germán Sánchez Myles<br />
Francisco Monaldi<br />
Gustavo Marturet (Ex oficio)<br />
Alejandro González Sosa (Ex oficio)<br />
This Committee is responsible for setting the organization’s policy on pay and benefits, approving the remuneration of the<br />
President and senior management and informing the Board of Directors accordingly. In <strong>2010</strong> the Compensation Committee<br />
met nine times to review the following topics: semi-annual results of Mercantil and its subsidiaries in Venezuela and abroad;<br />
short and long-term management incentive programs of Mercantil and its subsidiaries in Venezuela and abroad; taxability<br />
of payments to staff for services rendered; considerations on per diems of Board members of Mercantil and its subsidiaries<br />
in Venezuela and abroad; analysis of staff movement during the year; consideration of interest rates of special financing<br />
programs for staff; consideration of consultancy fees on legal, fiscal and migratory issues; impact of national minimum wage<br />
policy; establishment of annual wage policy; results of negotiations on the <strong>2010</strong>-2012 Collective Bargaining Agreement;<br />
reports on initiatives to rationalize staff expenses at subsidiaries in Venezuela and abroad; review of reports to be presented<br />
to the National Securities Superintendency for consideration; situation of Mercantil’s Complementary Pension Scheme (Plan<br />
Complementario de Pensiones de Jubilación Mercantil), actuarial results and adjustment of minimum pension under the Scheme;<br />
report on executive compensation and its benchmark positioning in the market; health financing program; aid plan for<br />
employees who lost their homes in the natural disasters; staff survey on risks in the workplace; Rules on Use of the Corporate<br />
Jet; mechanism for electronic queries on loans and advance on social benefits in trust fund; extension of deadline for the Share<br />
Purchase Program to June 30, 2011 to purchase shares under the Fourth Phase for the overseas subsidiaries.<br />
The Committee has responsibility for reviewing and discussing accounting and management policies, opinions and reports<br />
of the organization’s internal and external auditors, establishing Reserves, reviewing the Financial Statements and their<br />
Notes and formulating recommendations on matters incumbent upon it to the Board. It also approves the engagement and<br />
remuneration of the external auditors. In <strong>2010</strong> the Audit Committee met seven times to review the following topics:<br />
Consideration of the financial statements of Mercantil and its subsidiaries, opinions of the external auditors on those<br />
statements and the notes thereto; review of internal audit activities of Mercantil’s subsidiaries and activities connected with<br />
money laundering; consideration and approval of the fees of the external auditors; consideration of internal control aspects<br />
observed by the external auditors; Actuarial Assumptions Retirement Plan; progress on plans to issue financial statements<br />
according to IFRS standards.<br />
Approves Mercantil’s risk profile, policies and limits. It also optimizes the use of capital to support the approved risk profile.<br />
In <strong>2010</strong> the Risk Committee met seven times and dealt with the following topics: Consideration and setting of cross-border<br />
credit limits; consideration of adjustments and measures related to the credit risk policy, review of limits for individual<br />
borrowers and economic groups, provisions; status and management report on operational risk and market risk; follow up<br />
of the limits established for Venezuela; consideration of reports on results of loan portfolio reviews; establishment of market<br />
risk limits for different subsidiaries; valuation of investment portfolio; adjustment to counterpart risk limits on the occasion<br />
of the PDVSA 2017 Corporate Bond issue; Business Continuity Plan report; alternate computation center tests; considerations<br />
on SITME; situation of fraud events; situation of contingency energy saving plan; considerations on credits that exceeding<br />
the internal limits; adjustment of government structure in risk management as a result of the self-assessment of best risk<br />
practices based on the questionnaire of the Institute of International Finance’s Committee on Market Best Practices June<br />
2008.<br />
Annual Report <strong>2010</strong><br />
94
Executive Committee<br />
Mercantil has an Executive Committee comprising a President and Executive President plus ten<br />
senior managers from the organization’s Business and Support areas, which guarantees the<br />
timely implementation of Mercantil’s decisions and strategies.<br />
The Committee meets once a week and holds extraordinary meetings as required. It is responsible<br />
for evaluating options and formulating recommendations on policy matters, objectives, strategies<br />
and organization and submitting them to the Board of Directors for consideration, as well as<br />
assisting and guiding Management in its efforts to implement the policies adopted. It is also<br />
responsible for evaluating the outcome of their implementation.<br />
Chairman of the Board of Directors<br />
The Chairman of the Board of Directors is the President of the Company. He, or she, is responsible<br />
for steering the Company’s activities and its business, chairing Shareholders meetings, Board<br />
meetings and meetings of the Executive Committee, and providing them with assistance and<br />
guidance on setting policies, goals and strategies to be followed and on important decisions in<br />
accordance with the executive powers granted. He, or she, is also responsible for exercising the<br />
functions assigned by the Board of Directors and for representing the Company before political<br />
and administrative authorities and other public and private entities.<br />
The President stands in for the Executive President during temporary absences, exercising the<br />
same powers and attributions.<br />
The Audit Unit and the Secretariat, which report directly to the Board of Directors, report to the<br />
President on administrative matters. The Corporate Compliance Unit reports directly to the<br />
President.<br />
Executive President<br />
The Executive President is responsible for the executive management and coordination of the<br />
company; submitting to the consideration of the President, the Board of Directors and the<br />
Executive Committee any major policies, objectives, strategies and decisions and reporting to<br />
them periodically on the company's financial condition and results of operations. Other<br />
responsibilities include designing, establishing and developing the Company’s organizational<br />
structure and appointing and removing general managers, consultants and advisers as necessary.<br />
The Executive President stands in for the President during temporary absences, exercising the<br />
same powers and attributions.<br />
The following Global Business and Support Units report to the Executive President: Commercial<br />
and Personal Banking, Corporate and Investment Banking, Private Banking and Wealth<br />
Management, Finance, Insurance and New Business, International Operations, Operations and<br />
Technology, Risk Management, Legal Affairs, Strategic Planning, and Human Resources and<br />
Corporate Communications. The Executive President is also responsible for the executive<br />
coordination of all Mercantil’s subsidiaries.<br />
Mercantil Servicios Financieros<br />
95
Internal Audit Manager<br />
In accordance with the regulations applicable to Mercantil and its subsidiaries, Mercantil has an<br />
Internal Audit Manager who works in conjunction with the Audit Committee when the overall<br />
operations of Mercantil and its subsidiaries are audited.<br />
The Internal Audit Manager heads Mercantil’s Global Internal Audit Unit, which designs<br />
Mercantil’s internal audit plan in conjunction with the Audit Committee. This plan is executed<br />
throughout the year. The results of the internal audits are reviewed and discussed periodically by<br />
the Audit Committee and the Board of Directors so that any corrective action may be taken.<br />
Anti-Money Laundering Compliance Officer<br />
In accordance with the regulations on the matter, Mercantil has a Compliance Officer who chairs<br />
the Committee on the Prevention and Control of Money Laundering and is responsible for<br />
designing the Annual Operating Plan for the Prevention and Control of Money Laundering,<br />
coordinating and supervising the Anti-Money Laundering Committee and the Money Laundering<br />
Prevention and Control Unit, coordinating staff training activities on anti-money laundering and<br />
maintaining institutional relations with the regulatory bodies on the matter. The Compliance<br />
Officer also advises the Audit Committee and the Board of Directors on compliance with their<br />
anti-money laundering obligations under current legislation.<br />
Disclosure of Information<br />
Mercantil prepares and publishes the company’s financial statements on a semi-annual basis in<br />
compliance with the standards of the regulatory bodies. The company also prepares a quarterly<br />
report containing detailed information and accurate economic and financial data, as well as other<br />
relevant data for the market, which is disclosed to the general public, the National Securities<br />
Superintendency and the Caracas Stock Exchange through nationwide distribution methods, and<br />
by e-mail to analysts and participants in the local and international markets. Information is<br />
distributed periodically to the United States Securities and Exchange Commission (the SEC) in<br />
accordance with its obligation to maintain Mercantil’s Level 1 ADR program in the United States<br />
of America. Financial information on the company is also available on the website of the Mercantil<br />
Banco subsidiary at www.bancomercantil.com. Thus Mercantil fulfills the regulations on<br />
immediate dissemination of any information that may materially affect the price of its shares.<br />
Last but not least, Mercantil has an Investor Relations Unit, whose functions include the timely<br />
disclosure of information to investors by different means, including events and presentations.<br />
Annual Report <strong>2010</strong><br />
96
Pedro Ángel GONZÁLEZ<br />
Comenzando las lluvias (Cerros desde Gamboa), 1944<br />
Oil on canvas<br />
73.5 x 106.3 cm
Próspero MARTÍNEZ<br />
El árbol del camino, around 1920<br />
Oil on paper<br />
37.2 x 28 cm<br />
Caracas, 1885 - Carrizales, State of Miranda, 1966<br />
Between 1904 and 1909, Martínez studied at the Caracas Academy of Fine Arts. In 1909, he participated<br />
in the student protests that demanded changes in the curriculum of that same institution. He was a<br />
founding member of the Fine Arts Society and actively contributed to the exhibitions organized by this<br />
group. In 1959, his participation in the XX Annual Exhibition of Venezuelan Art garnered him the Arístides<br />
Rojas Landscape Award, initiating an avid public interest in his life and works.
Report of the Board of Directors of Mercantil Servicios Financieros on<br />
Compliance with the Corporate Governance Principles adopted by<br />
the National Securities Commission (CNV) which has been replaced<br />
by the National Securities Superintendency.<br />
Pursuant to Resolution N° 19-1-2005 of the<br />
Superintendency dated February 2, 2005, published in Official Gazette of the Bolivarian Republic<br />
of Venezuela N° 38,129 of February 17, 2005, the Board of Directors of Mercantil Servicios<br />
Financieros submits to the Ordinary General Shareholders’ Meeting this report on the degree of<br />
compliance with the Principles of Corporate Governance referred to in the Resolution.<br />
Independent Members of the Board of Directors<br />
At its meeting on March 10, 2011 the Board of Directors examined the independence of each<br />
director and determined that, according to the criteria on the independence of Directors,<br />
contained in the above-mentioned resolution, at least one fifth of the members of the Board of<br />
Mercantil Servicios Financieros are independent directors. Thus Mercantil Servicios Financieros<br />
complies with the provisions set forth in the Resolution issued by the Superintendency on the<br />
Principles of Corporate Governance whereby at least one fifth of the Board of Directors must be<br />
comprised by independent directors.<br />
In order to meet the level of transparency and disclosure required on this matter, the report<br />
distributed to the shareholders contains a brief resume on each Director.<br />
Audit Committee<br />
All the members who vote on the Audit Committee of Mercantil Servicios Financieros are<br />
independent directors, according to the criteria on the independence of directors contained in<br />
said Resolution. Gustavo A. Marturet and Alejandro González Sosa, in their capacity as President<br />
and Executive President of the Company respectively, assist this Committee as ex officio<br />
members. The Audit Committee has and exercises responsibilities in matters regarding the<br />
Principles of Corporate Governance. The Committee also deals with other matters. The chapter<br />
of the report that refers to Corporate Governance states the matters dealt with by this<br />
Committee in <strong>2010</strong>. A resume of each member is included in this report.<br />
It can therefore be affirmed that Mercantil Servicios Financieros fulfills all the Corporate<br />
Governance Principles contained in that Resolution.<br />
Mercantil Servicios Financieros<br />
99
Awards<br />
and Acknowledgements<br />
During <strong>2010</strong> Mercantil Servicios Financieros<br />
and its subsidiaries were acknowledged for their performance by various prestigious<br />
institutions and publications at home and abroad.<br />
Mercantil Servicios Financieros<br />
• In April Forbes Magazine once again rated Mercantil Servicios Financieros one of the<br />
world’s Top 2000 companies. This time at number 1,297. It was the only Venezuelan<br />
company in the financial sector on the list, climbing 36 positions since 2009.<br />
• Following a survey conducted by The Banker magazine the July edition ranked Mercantil<br />
Servicios Financieros Venezuela’s leading financial institution on its list of the Top 1000<br />
World Banks. Mercantil Servicios Financieros ranked number 291 in the survey, and the<br />
tenth leading financial services company in Latin America.<br />
Mercantil Banco Universal<br />
• In the Great Place to Work Institute’s fifth survey of Mercantil Banco Universal, conducted<br />
in April, it rated the Bank among the 15 best companies to work for in Venezuela and at<br />
number 10 on the ranking. It is the only financial institution to have won this recognition<br />
for the fifth successive year.<br />
• In October the maintenance and renewal audit for Mercantil Banco Universal’s ISO<br />
9001:2008 certifications conducted by the Venezuelan Standardization and Quality<br />
Certification Institute, Fondonorma, concluded with zero non-conformities, certifying<br />
Mercantil’s 100% compliance with the standards. Of the 9 lines evaluated, the Call Center<br />
(CAM) certification was renewed and maintenance was conducted on the other 8 lines:<br />
Teller Line; Online Banking, ATM Network, Corporate Client Securities, Credit Card<br />
application, printing and distribution, Home Delivery of Check Books, Préstame (Instant<br />
Loan) and the Management and Employee Benefit Trust Funds.<br />
• In November Latin Finance magazine awarded Mercantil Banco Universal its prize for Best<br />
Bank in Venezuela in <strong>2010</strong>. The above-mentioned edition of the magazine stressed the fact<br />
that Mercantil Banco Universal’s loan portfolio has registered 36.6% interannual growth in<br />
a year of special circumstances for the Venezuelan government. It also pointed out that<br />
Mercantil is striving hard to make its services available to the broader population through<br />
Mercantil Aliado which is part of the Majorities Banking segment. According to Latin<br />
Finance Mercantil Banco Universal is the first bank to incorporate chip technology in its<br />
ATMs and credit and debit cards.<br />
Annual Report <strong>2010</strong><br />
100
Mercantil Commercebank<br />
• In March, for the second year running Mercantil Commercebank received the Top 100<br />
Minority Business Award® from the Greater Miami Chamber of Commerce (GMCC). In<br />
<strong>2010</strong> the bank was recognized in the Community Involvement category.<br />
Mercantil Seguros<br />
• In April the Great Place to Work Institute’s fifth survey rated Mercantil Seguros as one of<br />
the 15 best companies to work for in Venezuela. It is the third time it has achieved this<br />
distinction and, at number nine, the only insurance company on the list.<br />
Mercantil Servicios Financieros<br />
101
Banco Universal
Mercantil Banco Universal:<br />
85 years at the service of Venezuela<br />
Eighty-five years ago on March 23, 1925 the Bank that today is called Mercantil Banco<br />
Universal was created under the name Banco Neerlando Venezolano at the initiative of a<br />
group of eighty-nine Venezuelan entrepreneurs. It opened its doors to the public at La Gran<br />
Casa de Camejo, on a central Caracas street corner that bore the same name as the property,<br />
on April 3 with a share capital of Bs 3.2 million and a staff of sixteen, under the management<br />
of its first board of directors chaired by Francisco A. Guzmán Alfaro.<br />
This was the start of long history of progress for Mercantil Banco Universal. By December 31,<br />
<strong>2010</strong> it had a share capital of Bs 4,582 million and Bs 46,271 million in assets; a payroll of more<br />
than 6,500 employees; a network of 274 banking centers in Venezuela and branches in the<br />
United States and Curaçao, and five Representative Offices in Bogota, Lima, Mexico City, Sao<br />
Paulo and New York; more than 3.6 million clients; and a technological platform that<br />
processes more than 44 million transactions a month. Mercantil Banco Universal is now part<br />
of Mercantil Servicios Financieros, a financial services provider with operations in 10 countries<br />
in the Americas, Europe and Asia.<br />
In 1926 Banco Neerlando Venezolano, as it was then called, changed its trading name to Banco<br />
Mercantil y Agrícola and increased its capital to 8 million bolivars. Aware at the time of the<br />
importance of agriculture for the country, the Board of Directors (anticipating changes in<br />
legislation) decided to stimulate production through agricultural credits, positioning itself<br />
as a prominent financial institute in this important sector.<br />
In 1927, the former Banco Mercantil y Agrícola was already one of the four financial<br />
institutions in Venezuela authorized to issue banknotes acceptable as legal tender.<br />
Ten years later in 1936 it expanded its Venezuelan operation and the new Valencia office in<br />
Carabobo state became the institution’s first branch outside the capital.<br />
By 1951 the bank had fourteen offices, nine of them in the metropolitan area of Caracas and<br />
five in the provinces. That same year the institution bought the plot occupied at the time by<br />
Pan Grande at Esquina San Francisco and there at number 5 it built and opened its new<br />
headquarters on April 25 of that same year. By the end of the sixties it had 28 branches and<br />
agencies throughout Venezuela and was able to meet the growing demand from clients and<br />
the general public with a better service.<br />
Mercantil Servicios Financieros<br />
103
In 1960 the first electromechanical data centralization equipment was installed.<br />
Chase Manhattan Bank, N.A. acquired a 49% stake in the Bank in 1962. Following changes in<br />
Venezuelan legislation, this stake was reduced to less than 20% and then sold to a group of<br />
Venezuelan investors in 1980.<br />
In 1969, with the development of Mercantil’s technological platform, customers began to<br />
receive electronically processed statements. By then the Institution’s collection systems,<br />
exchange operations and accounting were already automated.<br />
In 1972 Mercantil signed the first Statutory Benefits Trust Fund Agreement, making it a<br />
pioneer in this field in Venezuela.<br />
Thanks to growing confidence in the Institution in 1973 it achieved its first billion bolivars in<br />
deposits.<br />
In order to meet the needs of its customers in other countries, in 1975 the Bank began to<br />
expand its international presence by opening representative offices in New York, London and<br />
Frankfurt. Within the framework of this expansion process, in 1981 it set up a branch in Panama<br />
and opened Latin American Representative Offices in Bogota and Lima.<br />
In 1976 the first collective bargaining agreement was entered into with the Trade Union of<br />
Banco Mercantil y Agrícola workers, and signed by the Bank’s president Alfredo Machado<br />
Gómez and the union’s general secretary José L. Milano. The economic and<br />
social benefits for the Institution’s employees were quite significant.<br />
In 1982, the Bank changed its name to Banco Mercantil, C.A. and expanded<br />
its portfolio of services to include personal, consumer and travel loans. It<br />
acquired a franchise from Diners Club de Venezuela, C.A. giving it the<br />
exclusive right to manage and issue Diners credit cards directly. That same<br />
year it opened a branch in Curaçao and representative offices in Sao Paulo<br />
and Quito.<br />
In 1983, after three decades at the Esquina de San Francisco address in<br />
Caracas, its head office moved to the current Avenida Andrés Bello N° 1<br />
address and the Institution adopted a new corporate identity.<br />
In 1986, Banco Mercantil bought the MasterCard franchise and began to<br />
offer these credit cards.<br />
By 1987 Mercantil was the leader in electronic banking operating under the name ABRA 24.<br />
It started with 20 automatic teller machines and by 1988 had 50. That year the institution was<br />
one of the top three private banks in Venezuela with the broadest national and international<br />
presence.<br />
Ever since it was created, the bank has supported social development organizations by<br />
contributing to their institutional programs. Permanent support is given to these initiatives<br />
through Fundación Banco Mercantil which was created in 1987 to develop and promote<br />
programs involving the community, such as the “Give your School a Helping Hand” program<br />
for Venezuela’s primary schools which it has been running for the past 28 years.<br />
In 1991 the Bank launched its third credit card, Visa Mercantil, on the market. This positioned<br />
Mercantil as the leader in the credit card business, making it the only bank to hold franchises<br />
for 3 out of the 4 credit cards in the Venezuelan market. That same year the representative<br />
office in Mexico City was opened.<br />
Annual Report <strong>2010</strong><br />
104
In 1996 the Bank changed its status from a commercial bank to a full-service bank to offer its<br />
clients a comprehensive mix of products and services, many of them new, including in<br />
particular medium and long-term financing options. That same year, with a view to increasing<br />
the liquidity of the shares of Banco Mercantil and Consorcio Inversionista Mercantil and<br />
expanding its presence to international markets, it established an<br />
American Depositary Receipts (ADR) program. Today this program is<br />
maintained through Mercantil Servicios Financieros, the Bank’s head<br />
office, following the corporate transformation described below.<br />
In 1997, in order to give the Institution a new corporate structure,<br />
enhance its competitiveness and take advantage of the Venezuelan<br />
financial sector’s opportunities for growth, Mercantil Servicios<br />
Financieros was created and Banco Mercantil became its principal<br />
subsidiary. This process was called the Corporate Transformation.<br />
That year the Institution became the pioneer in Internet banking in<br />
Venezuela when its website www.bancomercantil.com and its Mercantil<br />
Online Banking service were launched.<br />
Over the years Mercantil Banco Universal’s Internet banking service has<br />
grown and new functionalities and types of transaction have gradually<br />
been added. These include: payments with virtual cards (e-card) which<br />
Mercantil pioneered in the market, payment of services, and transfers.<br />
During 2000 Mercantil acquired Interbank, C.A. Banco Universal in a merger through which<br />
Interbank was absorbed and Mercantil Banco Universal took over all of its assets, liabilities<br />
and equity. With this process, Mercantil expanded its presence in Venezuela by incorporating<br />
Interbank’s offices and large widespread nationwide network of banking centers.<br />
In 2006 the Bank offered its credit cardholders a fully automated loan authorization system<br />
through a parallel credit facility called Préstame Mercantil which facilitated access by the<br />
general population to personal loans.<br />
It developed a new brand strategy in 2007 and changed its name to Mercantil Banco Universal<br />
under a new corporate identity.<br />
In 2008 Mercantil Banco Universal launched majorities banking to offer products and services<br />
in areas that lacked banking services. This network of service points is called Mercantil Aliado<br />
and consists of facilities located in densely populated areas, starting in the Greater Caracas<br />
area and gradually spreading to other parts of Venezuela.<br />
Mercantil Servicios Financieros<br />
105
The following year, 2009, following guidelines on how to use state-of-the-art technology to<br />
provide services, the Bank introduced chip technology into its ATM network, points of sale<br />
and debit and credit cards, making its transactions more secure for the benefit of all its clients.<br />
Mercantil is its People, a key success factor<br />
For eight and a half decades Mercantil has never failed to respect and attend to its people,<br />
who in turn have learned: enhancing their working skills; developing individually and<br />
professionally; improving the way they serve customer and enforcing the standards set by<br />
the regulatory bodies.<br />
This process has evolved over time. Its scope has ranged from credit analysis courses through<br />
which generations of skilled banking staff have been trained over the past 42 years; operations<br />
courses held at recognized education institutes in the country; and more recently the use of<br />
modern technologies to train Mercantil’s employees at their work stations through distance<br />
education.<br />
Our staff has responded by working more efficiently; showing respect for the Institution’s<br />
principles and values; participating on a massive scale in leisure activities designed for<br />
employees and their families; and adopting a positive attitude to working with colleagues as<br />
a team, and to participating in voluntary work for the community.<br />
Within the framework of its human talent policies, Mercantil Banco Universal is considered<br />
by its workers to be an excellent company to work for in Venezuela. This has been confirmed<br />
in the past few years by the company that specializes in this subject, through studies on<br />
human resource management policies. These included surveys to find out what employees<br />
think about the Institution’s organizational climate. For Mercantil it has been a priority to<br />
stimulate the individual development of its workers in an appropriate labor environment.<br />
The important role that union representatives played during these years should also be<br />
mentioned. Together with the bank they have worked hard to strengthen and develop<br />
workers’ benefits within the conditions of the market, always within a framework of mutual<br />
respect and autonomy.<br />
Annual Report <strong>2010</strong><br />
106
Mercantil’s principles and values:<br />
unchanged throughout the years<br />
Eight-five years after it was founded, Mercantil Banco Universal - the main subsidiary of<br />
Mercantil Servicios Financieros in Venezuela - remains true to its Mission:<br />
To fulfill the needs of the individuals and communities where Mercantil has presence<br />
by providing excellent financial products and services in various market segments,<br />
enhancing shareholder's value by efficiently using our available resources.<br />
The principles and values that are the cornerstone of Mercantil's corporate culture are still valid<br />
and have guided the professionalism of various generations of people at Mercantil. These are:<br />
• To be the best financial services provider measured by the degree to which<br />
customers’ needs and expectations are met, through products and services<br />
considered by them as the best in the market.<br />
• To be the financial institution of reference in terms of excellent service<br />
quality.<br />
• To be recognized for having sound and proven ethical principles.<br />
• To be an integral institution and an important factor in the development of<br />
the community and places in which it is involved.<br />
• To have the best and most capable group of human resources.<br />
• To exercise optimum risk management, along with and excelent assets and<br />
liabilities management.<br />
• To maintain a constant focused approach to the operating efficiency of the<br />
organization as a whole, using technology to support the overall exercise of<br />
its management.<br />
• To be a modern and innovative institution, capable of anticipating the<br />
requirements of its customers and the organization’s response.<br />
• To be an institution with a broad shareholder base, governed by the best<br />
principles of transparency and access to information that our shareholders<br />
and the securities market expect.<br />
These sound principles and values that were established by its founders, combined with<br />
Mercantil’s Code of Ethics, guide our behavior in everything the Institution and its employees<br />
do, and they are one of the main reasons why millions of clients place their trust in us.<br />
With the satisfaction of having served the country successfully over these years, Mercantil<br />
Banco Universal continues to take on new challenges with every confidence in the future of<br />
Venezuela and its institutions.<br />
Mercantil impulsa tu mundo<br />
Mercantil Servicios Financieros<br />
107
Tomás GOLDING<br />
Valle de Caracas desde Colinas del Tamanaco, 1939<br />
Oil on masonite<br />
59.7 x 70.5 cm<br />
Caracas, 1909 - 1985<br />
Began painting at eleven under the guidance of Antonio Alcántara. From 1922 to 1924 studied at the<br />
Caracas Academy of Fine Arts. Traveled to New York in 1925 to study at The Cooper Union school of art.<br />
Upon his return to Venezuela devoted all his time to landscape painting and is now known as one of the<br />
most prolific representatives of the “School of Caracas”.
Board of Directors<br />
Directors<br />
Gustavo Antonio Marturet Machado<br />
President<br />
Degree in Civil Engineering from Universidad Central de Venezuela (1962),<br />
President and member of the Boards of Directors of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal. Chairman of the Boards of Directors<br />
of Mercantil Commercebank Florida Bancorp, Mercantil Commercebank N.A.,<br />
Mercantil Merinvest and Fundación Mercantil. Member of the Board of Directors<br />
of Mercantil Seguros and Mercantil Bank (Schweiz) AG. Vice President<br />
Venezuelan American Chamber of Commerce and Industry (VenAmCham).<br />
Member of the Chairman’s Advisory Council of the Council of the Americas.<br />
President of the John Paul II Foundation for Ecclesiastical Education (FESE).<br />
Former Executive President of Mercantil Servicios Financieros and Mercantil<br />
Banco Universal, President of the Venezuelan Bankers Association (ABV),<br />
National Banking Council (CBN), Member of the Board of Directors of the<br />
Institute of International Finance, Inc. (IIF), Council of Venezuelan American<br />
Entrepreneurs (CEVEU), Colombian Venezuelan Economic Integration Chamber<br />
(CAVECOL). Former Member of the Advisory Council of the Central Bank of<br />
Venezuela (BCV), Member of the Board of Directors of the Andean Development<br />
Corporation (CAF) and board member of various associations connected with the<br />
financial and production sector.<br />
Alejandro González Sosa<br />
Executive President<br />
Management<br />
Degree in Chemical Engineering, Universidad Metropolitana. MBA Babson<br />
College, Massachusetts, USA. Twenty-nine years of service at the Institution.<br />
Member of the Executive Committees of Mercantil Servicios Financieros, C.A.,<br />
Mercantil C.A., Banco Universal, Mercantil Commercebank Florida BanCorp and<br />
Mercantil Commercebank , N.A. Member of the Boards of Directors of Mercantil<br />
C.A., Banco Universal, Mercantil Commercebank Holding, Mercantil<br />
Commercebank Florida BanCorp, Mercantil Seguros, C.A., Mercantil Merinvest,<br />
Casa de Bolsa, C.A., Mercantil Merinvest, C.A. and Fundación Mercantil. Chairman<br />
of the Board of Todo1 Services, Inc. and the Supervisory Board of Mercantil Bank<br />
Curaçao N.V. and Mercantil Bank (Panama), S.A. Was Executive President of<br />
Mercantil C.A., Banco Universal, President of Interbank C.A., Banco Universal,<br />
Mercantil Merinvest, C.A. and Mercantil Merinvest, Casa de Bolsa, C.A. Director<br />
of the National Banking Council (CBN), the Venezuelan Banking Association, the<br />
Venezuelan-Swiss Chamber of Commerce and Industry, the National Council for<br />
Investment Promotion (CONAPRI) and Educrédito, A.C.<br />
Gustavo J. Vollmer H.<br />
Former Chairman of the Board of Banco Mercantil, C.A.<br />
(Banco Universal)<br />
Degree in Civil Engineering from Cornell University (USA); Doctorate from<br />
Universidad Central de Venezuela (UCV). Member of the Boards of Directors of<br />
Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal. Former<br />
member of the Boards of Directors of S.C. Johnson & Son de Venezuela, C.A., IBM<br />
de Venezuela and IBM World Trade, Americas Far East.<br />
Former Chairman of the Boards of Directors of Banco Mercantil, C.A. (Banco<br />
Universal) and Consorcio Inversionista Mercantil Cima C.A. and President and/or<br />
Director of a number of Venezuelan sugar, metalworking, cement, finance,<br />
construction, alcoholic beverage companies and several international<br />
corporations.<br />
Former President and Director of several business organizations and<br />
organizations and foundations in Venezuela and abroad.<br />
Mercantil Servicios Financieros<br />
109<br />
Alfredo Travieso Passios<br />
Senior partner Tinoco, Travieso, Planchart & Núñez,<br />
Attorneys at Law<br />
Graduate and postgraduate degrees in law from Universidad Católica Andrés<br />
Bello (UCAB), postgraduate degree from the University of Michigan, USA. Senior<br />
partner of Tinoco, Travieso, Planchart & Núñez, Attorneys at Law, President of<br />
Grupo Emboca, C.A., Member of the Boards of Directors of Mercantil Servicios<br />
Financieros, C.A. and Mercantil Banco Universal, Mercantil Commercebank<br />
Holding Corporation, Ars Publicidad C.A., C. Hellmund & Cía., Desarrollos<br />
Judibana, C.A. and Centro Empresarial de Conciliación y Arbitraje (CEDCA);<br />
President of the Venezuelan Association of Financial Law (AVDF), Member of the<br />
Venezuelan Association of Tax Law (AVDT), the International Bar Association and<br />
the International Academy of Estate & Trust Law.<br />
Luis A. Romero M.<br />
Electrical Engineer<br />
Graduate of Universidad Metropolitana, MBA from Babson College, PMD and<br />
CEP from Harvard University, USA. Member of the Boards of Directors of<br />
Mercantil Servicios Financieros, C.A., Mercantil Banco Universal, Mercantil<br />
Commercebank Holding Corporation and Mercantil Commercebank Florida<br />
Bancorp. and Mercantil Commercebank, N.A. Member of the Venezuelan<br />
American Business Council (CEVEU). Director of Sociedad de Amigos del Árbol<br />
“Sadarbol”. Director of International Briquettes Holding (IBH), Director of<br />
Caurimare, S.A. and Desarrollos e Inversiones, S.A. Former Corporate Director of<br />
Strategic Planning of Siderúrgica Venezolana, SIVENSA, S.A.<br />
Gustavo Vollmer Acedo<br />
President of Grupo Palmar<br />
Degree in Economics from Duke University, USA; Postgraduate in Economic<br />
Development from Cambridge University, UK; PED in Business Administration<br />
from IMEDE, Switzerland. President and CEO of Corporación Palmar, S.A.,<br />
and other companies in the Palmar Group. Chairman of the Board of Directors<br />
of Empresas PMC. Chairman of the Boards of Directors of: Mercantil Servicios<br />
Financieros, Mercantil Banco Universal, Mercantil Commercebank Holding<br />
Corporation, Siderúrgica Venezolana, S.A. (SIVENSA), The Pantaleon Group<br />
Inc., Vetra Energía, S.L., and Director of S.C. Johnson for the Andean Countries.<br />
Member of the Advisory Committee of the Venezuelan Confederation of<br />
Industry (Conindustria). Former chairman and currently member of the Board<br />
of Directors of Venezuela’s Institute of Advanced Studies in Administration<br />
(IESA) Member of the Development Council of Universidad Católica Andrés<br />
Bello. Former International President of the Young Presidents' Organization<br />
(YPO) and Alianza para una Venezuela sin Drogas.
Jonathan Coles W.<br />
Professor of IESA<br />
Graduate of Yale University, USA; MBA from Venezuela’s Institute of Advanced<br />
Studies in Administration (IESA). Member of the Boards of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal. Director of Mercantil Commercebank,<br />
N.A. and Mercantil Commercebank Holding Corp. Member of the Boards of<br />
Directors of Ferretería EPA, Farmahorro and C.A. Ron Santa Teresa. Was General<br />
Manager, Executive President and Chairman of the Board of Mavesa, S.A.;<br />
Minister of Agriculture; Director of the Central Bank of Venezuela (BCV); and has<br />
lectured extensively at national and international institutions. Publications:<br />
“Reforming Agriculture”, in Lessons of the Venezuelan Experience, Woodrow<br />
Wilson International Center for Scholars and Johns Hopkins University (1995).<br />
“Inequality - Reducing Growth in Agriculture: A Market-Friendly Policy Agenda”,<br />
in Beyond Tradeoffs, Market Reform and Equitable Growth in Latin America,<br />
Inter-American Development Bank (IDB) and the Brookings Institution (1998). J.<br />
Coles and C. Machado, “Trayectoria de las políticas agrícolas venezolanas:<br />
“Aprendizajes y exigencias para el futuro,” in Agronegocios en Venezuela.<br />
Ediciones IESA (2002).<br />
Víctor J. Sierra A.<br />
Director of Valores y Desarrollos VADESA S.A<br />
Degree in Law from Universidad Central de Venezuela (UCV). Currently Director<br />
of Valores y Desarrollos VADESA, S.A., Vice President of Inversiones Capriles and<br />
Member of the Boards of Directors of Mercantil Servicios Financieros and<br />
Mercantil Banco Universal. Formerly Legal Counsel, Legal Representative and<br />
President of Cadena de Publicaciones Capriles and the Capriles group of<br />
companies; Director of Valinvenca, Inversiones Finalven, Sociedad Financiera<br />
Finalven, Servicios Finalven, Banco República, Inversiones Diversas, C.A.<br />
(INVERDICA), C.A. La Electricidad de Caracas and C.A. Venezolana de Guías<br />
(CAVEGUIAS).<br />
Roberto Vainrub A.<br />
Executive Director of Actibienes and of Holding Activalores<br />
PhD in Engineering (UCAB-1999 Summa Cum Laude), Master’s Degree (Stanford<br />
University-1981), Industrial Engineer (UCAB-1978). Professor at IESA since 1977.<br />
Founder of IESA’s Center for Entrepreneurship and its first coordinator. Former<br />
Vice President and Alternate President of IESA, member of the Board of IESA and<br />
the IESA Foundation. He is a full tenured professor at Universidad Católica Andres<br />
Bello where he taught at the School of Engineering from 1982 to 2003 ( Gold<br />
Medal, UCAB). Vainrub began his managerial career in the Marketing<br />
Department of Procter & Gamble. Former partner and Executive Vice President<br />
of the Venezuelan industrial group Frigilux. Was Director of Savings and Loan<br />
Association Prosperar, E.A.P. (1998 - 2002) and Tucarro.com (2003-2008).<br />
Executive Director of Actibienes and of financial group Holding Activalores.<br />
Member of the Boards of Directors of Mercantil Servicios Financieros, Mercantil<br />
Banco Universal and Mercantil Commercebank Holding Corp. Director of<br />
Farmatodo C.A. and President of its Audit and Risk Committee. Vainrub has<br />
authored many books and articles and participated in national and international<br />
conferences. Director of Educrédito, member of the advisory committee of<br />
Conciencia Activa. Former president of the National Association of<br />
Manufacturers of Refrigeration Equipment, director of CAFADAE and member<br />
of the Conciliation and Arbitration committee of the Venezuelan Jewish<br />
community “Union Israelita” in Caracas.<br />
Miguel A. Capriles L.<br />
President of Grupo de Empresas Capriles<br />
Degree in Administrative Sciences from Universidad Metropolitana. President of<br />
Cadena Capriles, Director of the Boards of Mercantil Servicios Financieros.<br />
Director of Mercantil Commercebank Holding Corp.; Chairman of the Board of<br />
Directors of Mantex C.A., Director of H. L. Boulton, S.A.; Member of the Board of<br />
the Institute of Advanced Studies in Administration (IESA); Former Director of<br />
C.A. La Electricidad de Caracas and Cerámicas Carabobo, C. A.<br />
Annual Report <strong>2010</strong><br />
110<br />
Alternate Directors<br />
Luis A. Sanabria U.<br />
Legal Adviser to Corporación Palmar<br />
Degree in Law from Universidad Católica Andrés Bello (UCAB); attended<br />
Georgetown University, Washington. Currently Director of Inversiones AEFEVE,<br />
C.A., C.A. Ron Santa Teresa, Constructora Alvo. Alternate Director of the Boards<br />
of Mercantil Servicios Financieros and Mercantil Banco Universal.<br />
Oscar A. Machado K.<br />
President of Siderúrgica Venezolana S.A., SIVENSA<br />
Degree in Industrial Engineering from Universidad Católica Andrés Bello, 1974<br />
First Vice President of the Venezuelan Confederation of Industry (Conindustria)<br />
and of the Board of Directors of IESA. Member of the Boards of Directors of<br />
Instituto Venezolano de Siderurgia (IVES), Aeropuerto Caracas, S.A. and<br />
Venezuela Competitiva. Alternate Director of the Boards of Directors of Mercantil<br />
Servicios Financieros, C.A. and Mercantil Banco Universal. Member of the<br />
Executive Committee of Instituto Latinoamericano del Fierro y el Acero (ILAFA).<br />
Secretary of the Executive Committee of the Venezuelan American Chamber of<br />
Commerce and Industry (VenAmCham) and Adviser to Asociación Venezolana<br />
de Ejecutivos (AVE). Former President of Instituto Latinoamericano del Fierro y<br />
el Acero (ILAFA), Instituto Venezolano de Siderurgia (IVES), Asociación<br />
Venezolana de Ejecutivos (AVE) and Venezuela Competitiva.<br />
Eduardo A. Mier y Terán<br />
President of Desarrollos e Inversiones, S.A.<br />
Degree in Civil Engineering from Universidad Católica Andrés Bello, MSc from<br />
Stanford University. Currently Chairman of the Boards of Caurimare S.A. and<br />
Desarrollos e Inversiones S.A., Director of Moore de Venezuela, S.A., H.L. Boulton<br />
& Co, S.A. and Fundación John Boulton. Alternate Director of Mercantil Banco<br />
Universal and Mercantil Servicios Financieros. Former General Manager of<br />
Inversiones Tacoa, C.A. and President of Educrédito.<br />
Luis Esteban Palacios W.<br />
Founding Partner of law firm Palacios, Ortega y Asociados<br />
PhD in Law from Universidad Central de Venezuela and postgraduate degree<br />
from New York University, MCJ. 1958. Founding Partner of Palacios, Ortega y<br />
Asociados; Director of Fundación Scout; Alternate Director of Mercantil<br />
Banco Universal and Mercantil Servicios Financieros; Vice President of the<br />
Venezuelan Arbitration Committee.<br />
Adviser on corporate law, banking law and capital markets. Has participated<br />
in numerous financing transactions through banking syndicates and Project<br />
financing.<br />
Former member of the Foreign Investment Advisory Council of the<br />
Superintendency of Foreign Investments (SIEX); Director of CANTV, Secretary<br />
of the Board of Directors of the Bar Association of the Federal District of<br />
Caracas and President of Montepío de Abogados de Venezuela. Was Professor<br />
of Labor Law at Universidad Central de Venezuela and assistant to the<br />
President of the Central Bank of Venezuela (BCV).
Gustavo Galdo C.<br />
President of Inversora Parnaso, S.A.<br />
Degree in Civil Engineering from Universidad Católica Andrés Bello (UCAB), MSc<br />
in Civil Engineering Management and MSc in Industrial Engineering Economic<br />
Systems Planning and Honorary Alumnus of the Department of Management<br />
Science and Engineering of Stanford University, USA. Director of Fe y Alegría,<br />
Alternate Member of the Boards of Mercantil Servicios Financieros and Mercantil<br />
Banco Universal. His public sector appointments from 1983 to 1985 were as<br />
General Sectoral Director of Public Finance with the Ministry of Finance, Director<br />
of Banco Industrial de Venezuela, and Member of the Advisory Committee on<br />
the Negotiation of the External Public Debt . His private sector appointments<br />
from 1987 to 1998 were as President of Inversiones Finalven, S.A., Sociedad<br />
Financiera Finalven, S.A., and Sociedad Financiera Valinvenca, S.A.<br />
Gonzalo A. Mendoza M.<br />
Chairman of the Board of Negroven, S.A.<br />
Degree in Civil Engineering from Universidad Santa María with an MS in Civil<br />
Engineering Management from Stanford University, USA. Chairman and Director<br />
of the Boards of Negroven, S.A., Kamequin, C.A., Director of Tripoliven, C.A. and<br />
Valores Químicos (Valquímica), C.A.. Alternate Director of the Boards of Directors<br />
of Mercantil Servicios Financieros and Mercantil Banco Universal. Former<br />
President of the Venezuelan Association of the Chemical and Petrochemical<br />
Industry (ASOQUIM) and of the Venezuelan Ecuadorian Chamber of Commerce<br />
(CAVENEC).<br />
Germán E. Sánchez Myles<br />
Dentist, Director General of Grupo COR Dental<br />
Degree in Dentistry from Universidad Central de Venezuela with specializations<br />
in Buccal Surgery, Cosmetic Dentistry, Prostheses and Management. Formerly<br />
Assistant in the Surgical Area of the Puerto Ayacucho Central Hospital and of the<br />
Eudoro González Hospital. Director of the Restorative Dental Center 1997-2002.<br />
Currently Director General of Grupo COR Dental and Director of Inversiones<br />
Arisan C.A., as well as Alternate Director of the Boards of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal.<br />
Luis A. Marturet M.<br />
Computer Engineer<br />
Degree in Computer Engineering from Universidad Simón Bolívar (USB), with<br />
a postgraduate in business management from the same university. Intensified<br />
his management skills at Wharton, the University of Pennsylvania’s Business<br />
School and through various advanced technology programs. Developed and<br />
managed the Information Technology Planning area of C.A. La Electricidad<br />
de Caracas. Member of the Board of Directors of C.A. Ed. Marturet & Co. Scrs.,<br />
and Alternate Director of Mercantil Servicios Financieros and Mercantil Banco<br />
Universal. Director of an international mailbox, shipping and messaging<br />
franchise and currently developing new business in the field of production of<br />
audiovisual content for the media and entertainment industries and storage<br />
of structured information in digital format.<br />
Carlos Hellmund Blohm<br />
Executive President of Empresas Casa Hellmund<br />
Degree in Industrial Engineering from Northeastern University, USA, with a<br />
Master’s in Business Administration (MBA) from the London Business School,<br />
UK. Executive President of C. Hellmund & Cía., S.A., President of Laboratorios<br />
Rapid Fot, C.A., President of OPC Operadora, C.A.; Director of the Caracas<br />
Chamber of Commerce and Service, the Venezuelan-Japanese Chamber (CAVEJA)<br />
and the Venezuelan Chamber of the Photography Industry (CAVIFOT); Alternate<br />
Director of the Boards of Directors of Mercantil Servicios Financieros and<br />
Mercantil Banco Universal and Member of the Board of Trustees of the London<br />
Business School; and Member of the Marketing Committee of VenAmCham.<br />
Mercantil Servicios Financieros<br />
111<br />
Gustavo Machado Capriles<br />
Economist<br />
Degree in Economics from Universidad Central de Venezuela (UCV). Specialized<br />
Studies at Universidad de Navarra, Pamplona, Spain. Specialization courses in<br />
International Banking at Manufacturers Hanover Trust in New York. Alternate<br />
Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco<br />
Universal.<br />
Francisco J. Monaldi M.<br />
Coordinator of the International Center for Energy and<br />
Environmental Studies, IESA<br />
Degree in Economics (Cum Laude) from Universidad Católica Andrés Bello<br />
(UCAB), with a Master’s in Economics from Yale University and a PhD in Political<br />
Economy from Stanford University. Director of the International Center for<br />
Energy and Environmental Studies of the Institute of Advanced Studies in<br />
Administration (IESA). Degree in Economics from Universidad Católica Andrés<br />
Bello. From 2008 to 2009 was a Visiting Professor at Stanford University and a<br />
National Fellow at the Hoover Institution. Has been a consultant to public and<br />
private institutions, such as: the World Bank, the Inter-American Development<br />
Bank, the Andean Development Corporation (CAF) and Cambridge Energy<br />
Research Associations (CERA). Director of Siderúrgica Venezolana, S.A. (Sivensa),<br />
Inversiones Tacoa, C.A. and Alternate Director of the Board of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal.<br />
Federico Vollmer Acedo<br />
Vice President of Industrias Palmar<br />
BSc in Agribusiness from Middle Tennessee State University, USA; Master’s<br />
degree in Agricultural Economics (MPS Agriculture) from Cornell University, USA.<br />
President of Asesoría Agriplus, C. A., Director of Empresas PMC, Member of the<br />
Executive Committee and the Board of Directors of Inversiones AEFEVE,<br />
President of Venazúcar, Director of Fundacaña, Director of Inversiones Porcinas,<br />
S.A., Director of Cavidea. Alternate Director of the Boards of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal.<br />
Claudio Dolman C.<br />
Director of Holding Activalores<br />
Degree in Industrial Engineering from Universidad Católica Andrés Bello.<br />
Currently President and Director of ActiBienes. Director of Holding Activalores.<br />
Director and Vice President of Rattan Group. Alternate Director of the Boards of<br />
Directors of Mercantil Servicios Financieros and Mercantil Banco Universal.<br />
President and Director of Promotora Itaca 2000, C.A. Was Director of Seguros<br />
PanAmerican. Director of Corimon and General Manager of Grupo Osiris.<br />
Carlos Zuloaga Travieso<br />
Senior partner Tinoco, Travieso, Planchart & Núñez,<br />
Attorneys at Law<br />
Degree in law from Universidad Católica Andrés Bello (UCAB) and Master’s<br />
degree in Commercial Law from American University in Washington, D.C., USA.<br />
Formerly foreign associate for the Department of Foreign Investment of Holland<br />
& Knight LLP in Miami, USA. Alternate Director of the Boards of Directors of<br />
Mercantil Servicios Financieros and Mercantil Banco Universal, of Janus Capital<br />
Inc. and former Director of Transportes Marítimos del Caribe (Crowley Group)<br />
and Corporación Digitel C.A. Member of the International Bar Association (IBA)<br />
and the American Bar Association (ABA).
Nerio Rosales Rengifo<br />
Global Commercial and Personal Banking Manager<br />
Degree in Economics from Universidad Católica Andrés Bello. Executive President<br />
of Mercantil Banco Universal, Global Manager Commercial and Personal Banking,<br />
member of the Executive Committees of Mercantil Banco Universal and<br />
Mercantil Servicios Financieros. Director of Mercantil Banco Universal Director<br />
of Mercantil Commercebank Holding Corporation Director of Mercantil Seguros.<br />
Director of Mastercard International Latin American Region. Director of Mercantil<br />
Bank Curaçao N.V. and Mercantil Bank (Panama), S.A. Alternate Director of<br />
Mercantil Servicios Financieros.<br />
Armando Leirós R.<br />
Global Operations and Technology Manager<br />
Degree in Economics from Universidad Católica Andrés Bello. Has been with<br />
Mercantil for over 30 years. Currently Global Operations and Technology<br />
Manager, Member of the Executive Committees of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal, Director of Todo1 Services, Director<br />
of Mercantil Commercebank, N.A. and Alternate Director of Mercantil Servicios<br />
Financieros. Has held various positions at Mercantil Servicios Financieros, in<br />
particular as Manager of Corporate Banking, Manager of Corporate and<br />
Institutional Banking, Executive President of Arrendadora Mercantil, C.A. and<br />
Banco de Inversión Mercantil, C.A., Director of Fondo Mercantil and Banco<br />
Hipotecario Mercantil.<br />
Miguel Ángel Capriles Capriles<br />
Vice President of Valores y Desarrollos VADESA S.A.<br />
and Inversiones Capriles C.A.<br />
Degree in Administrative Sciences from Universidad Metropolitana, option<br />
Management (1988) and option Banking and Finance (1991). Currently Vice<br />
President/Non-executive Director of Valores y Desarrollos VADESA, S.A. and Vice<br />
President/Director of Inversiones Capriles, C.A. Director of Mantex, S.A., and of<br />
Grabados Nacionales C.A. Alternate Director of the Boards of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal. Former Finance Manager of<br />
Inversiones Capriles, C.A.; Director of C.A. La Electricidad de Caracas and<br />
President of Distribuidora Samtronic de Venezuela, C.A.<br />
Annual Report <strong>2010</strong><br />
112<br />
Luis Pedro España Navarro<br />
Director of the UCAB Economic and Social Research Institute<br />
(IIES-UCAB)<br />
Degree in Sociology from Universidad Católica Andrés Bello (UCAB) and a<br />
Master’s in Political Science from Universidad Simón Bolívar (USB). Currently<br />
Director of the Economic and Social Research Institute of UCAB Alternate<br />
Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco<br />
Universal. Member of the Advisory Council of the newspaper El Mundo Economía<br />
y Negocios published by Cadena Capriles. Former banking, insurance and<br />
marketing adviser to low-income sectors for Arthur D. Little and Cantv, and<br />
Adviser on Social Programs for institutions such as the United Nations<br />
Development Programme (UNDP); World Bank-Ministry of the Family; UNICEF-<br />
Children’s Foundation; governments of Germany and the Netherlands, and<br />
national and regional public institutions. Has coordinated various publications,<br />
including Venezuela: Un acuerdo para alcanzar el desarrollo, UCAB, USB, UCV; IESA<br />
(2006) and Detrás de la Pobreza. Diez Años Después (2009).<br />
Philip R. Henríquez S.<br />
Global Corporate and Investment Banking Manager<br />
Degree in Economics from Universidad Católica Andrés Bello (1986) with an MBA<br />
from Columbia University, New York (1991). Since 2004 has been a Member of<br />
the Executive Committees of Mercantil Servicios Financieros, Mercantil Banco<br />
Universal (Venezuela) and Mercantil Commercebank (USA). Former President of<br />
Citibank N.A. and Citigroup Country Officer in Venezuela (2000-2004); Executive<br />
Vice President of Banca Mayorista Global; Member of the Board of Directors of<br />
Banco Venezuela-Grupo Santander and President of Valores Santander Casa de<br />
Bolsa (1997-2000), responsible for the Treasury, Fixed Income, Derivatives,<br />
Corporate Finance, Analysis, Capital Market, Trust Fund and Custody business.<br />
Joined Citibank N.A., Venezuela in 1991 in the Treasury and Derivatives area.<br />
Appointed Vice President of Treasury in Venezuela in 1993. Began his career at<br />
Banco Exterior where he had managerial responsibility in the field of corporate<br />
banking. Member of the Board of Directors of the Venezuelan Council for<br />
Investment Promotion (CONAPRI) and the Venezuelan Association of Executives<br />
(AVE). Former member of the Boards of VenAmCham (2001-2004), Venezuelan<br />
National Banking Council (2001-2004), Caracas Stock Excchange (1998-2000)<br />
and the Venezuelan National Gallery of Art (2001-2003), Venezuelan Institute of<br />
Financial Executives (IVEF) (2001-2007) and the Venezuelan Anti-Diabetes<br />
Foundation (2000-2008).<br />
Alberto José Sosa Schlageter<br />
Executive Director Corporación Digitel, C.A.<br />
B.A. in International Business from Ohio Wesleyan University and MBA in<br />
International Management from the University of Denver, Colorado. Executive<br />
President of Corporación Digitel, C.A. Currently President of the Executive<br />
Committee of Corimon, Alternate Director of the Boards of Mercantil Servicios<br />
Financieros and Mercantil Banco Universal. Formerly President of Seguros La<br />
Seguridad and President of Cerámica Carabobo, S.A.C.A. Currently member of<br />
the Boards of Directors of: H.L. Boulton, C.A. Central Azucarero Portuguesa,<br />
Produvisa, S.A., and Fundación Venezuela Sin Limites. Was a member of the<br />
Caracas Chamber of Commerce, Caracas Stock Exchange, National Council of<br />
Insurance (Consejo Nacional de Seguros), Inversora Seguridad, Invercapital,<br />
Bancaracas Consorcio Inversionista.
Executive Committee<br />
Gustavo Antonio Marturet Machado<br />
President<br />
See CV under Management (Board of Directors Section)<br />
Alejandro González Sosa<br />
Executive President<br />
See CV under Management (Board of Directors Section)<br />
Nerio Rosales Rengifo<br />
Global Commercial and Personal Banking Manager<br />
See CV under Management (Board of Directors Section)<br />
Philip R. Henríquez S.<br />
Global Corporate and Investment Banking Manager<br />
See CV under Management (Board of Directors Section)<br />
Rosa M. de Costantino<br />
Global Manager Private Banking and Wealth Management<br />
Degree in Economics from Universidad Central de Venezuela. Has been with the<br />
Institution for 31 years where she has held several positions in the Finance and<br />
Commercial Banking areas. Manager of Private Banking and Wealth Management<br />
and Member of the Executive Committees of Mercantil Banco Universal,<br />
Mercantil Commercebank Holding Corporation and Mercantil Servicios<br />
Financieros. Member of the Board of Directors of Mercantil Commercebank Trust<br />
Company, and director and member of the Executive Committee of Mercantil<br />
Commercebank Investment Services with a Broker-Dealer license in the USA.<br />
Chairman of the Boards of Mercantil Sociedad Administradora de Entidades de<br />
Inversión Colectiva and Portafolio Mercantil de Inversión, Director of Mercantil<br />
Seguros, Mercantil Bank Curaçao N.V., Mercantil Bank (Panama), S.A. and<br />
Mercantil Bank (Schweiz) AG.<br />
Alfonso Figueredo Davis<br />
Global Chief Financial Officer<br />
Certified Public Accountant with a master’s degree in Business Administration<br />
from Universidad Católica Andrés Bello. Twenty-three years of service with<br />
Mercantil Banco Universal. Global Chief Risk Officer of Mercantil Banco Universal<br />
and Mercantil Servicios Financieros Member of the Executive Committees of<br />
Mercantil Servicios Financieros, Mercantil Banco Universal and Mercantil<br />
Commercebank. Member of the Boards of several subsidiary companies; chaired<br />
the Comptrollers’ Committee of the Venezuelan Banking Association. Worked<br />
for Espiñeira, Sheldon y Asociados (PriceWaterhouseCoopers) for 7 years.<br />
Mercantil Servicios Financieros<br />
113<br />
Millar Wilson<br />
Global International Operations Manager<br />
Degree in Business and Administrative Studies from Bradford University, UK<br />
(1973). Has been with Mercantil for 32 years. Wilson began his financial career<br />
with Mercantil Banco Universal in 1977, moving to the United States in 1982 to<br />
open a branch in Miami. From 1984 to 2004 was Executive President of Mercantil<br />
Commercebank, N.A. and from 2004 to 2008 was Global Chief Risk Officer of<br />
Mercantil. Wilson is currently Global International Operations Manager of<br />
Mercantil Servicios Financieros. Executive President and Director of Mercantil<br />
Commercebank Florida Bancorp, Inc., Mercantil Commercebank, N.A., Mercantil<br />
Commercebank Investment Services, Inc. and Mercantil Commercebank Trust<br />
Company, N.A., and also Country Manager of Mercantil in the United States.<br />
Chairman of the Boards of BMC Bank & Trust Ltd., Mercantil Bank (Panama), S.A.<br />
and Mercantil Bank Curaçao N.V. Member of the Executive Committees of<br />
Mercantil Servicios Financieros and Mercantil Banco Universal; Member of the<br />
Board of Directors of Mercantil Seguros, Fundación Mercantil and Mercantil<br />
Internacional Holding Limited. Graduated from the Harvard Business School<br />
Management Development Program (1992). Was Chairman of the Board of the<br />
Greater Miami and Keys Chapter of the American Red Cross (2001-2002) and<br />
Director and Treasurer of the Miami Dade College Foundation (1999-2004).<br />
Fernando Figueredo M.<br />
Global Chief Risk Officer<br />
Degree in Law from Universidad Católica Andrés Bello; MBA from Columbia<br />
University, New York, with a dual specialization in Finance and Marketing.<br />
Member of the Executive Committees of Mercantil Servicios Financieros,<br />
Mercantil Banco Universal (Venezuela) and Mercantil Commercebank (USA).<br />
Formerly Credit and Operational Risk Manager of Corporate and Investment<br />
Banking at Mercantil Servicios Financieros. Prior to joining Mercantil, was Head<br />
of Financial Institutions at Citibank N.A., Venezuela, where he was responsible for<br />
the transactional clients segment and corporate client services. Formerly a<br />
manager in the Oil and Gas sector of Banco Venezuela and in the Corporate<br />
Finance area of Santander Investment.<br />
Armando Leirós R.<br />
Global Operations and Technology Manager<br />
See CV under Management (Board of Directors Section)<br />
Luis Alberto Fernandes<br />
Global Chief Legal Counsel<br />
Degree in Law from Universidad Católica Andrés Bello, with a Master of Laws in<br />
Corporate and Mercantile Law from the University of London. Currently Global<br />
Chief Legal Counsel of Mercantil Servicios Financieros and Mercantil Banco<br />
Universal. Formerly Legal Manager for Financial and Corporate Affairs of<br />
Mercantil. Director of Mercantil Seguros and Mercantil Merinvest Casa de Bolsa.<br />
Member of the Advisory Board of Mercantil Bank Curaçao N.V. and Director of<br />
Mercantil Bank (Panama), S.A. Before joining Mercantil held various positions at<br />
the Central Bank of Venezuela (BCV), including General Counsel, Alternate Legal<br />
Counsel for Financial Affairs and Legal Adviser on Monetary and Financial Affairs.<br />
Former Adviser to the Financial Emergency Board. Was Professor of Banking Law<br />
and National and International Regulation of Financial Services, Financial<br />
Contracts and Oversight of Financial Services at postgraduate level at<br />
Universidad Católica Andrés Bello (UCAB) and Universidad Central de Venezuela<br />
(UCV). Participated as negotiator and adviser for Venezuela on financial services<br />
within the framework of the World Trade Organization and the Andean<br />
Community of Nations. Participant and speaker at national and international<br />
seminars and events. Studies in arbitration and negotiation.
Alberto Benshimol M.<br />
Insurance and New Financial Business Manager<br />
Degree in Civil Engineering from Universidad Católica Andrés Bello, MSc from<br />
the University of Illinois. Graduate of the Stanford Executive Program, Stanford<br />
University. Has been with the institution for 17 years. Manager of Insurance and<br />
New Business of Mercantil Servicios Financieros, C.A., Member of the Executive<br />
Committee of Mercantil Servicios Financieros, C.A., and President of Mercantil<br />
Seguros, C.A. Formerly General Manager of Inversiones Polar, C.A., and Director<br />
of a number of industrial and financial companies.<br />
Luis Calvo Blesa<br />
Global Human Resources<br />
and Corporate Communications Manager<br />
Degree in Media Studies from Universidad Católica Andrés Bello. Has been with<br />
Mercantil for 31 years. Currently Global Manager of Human Resources and<br />
Corporate Communications of Mercantil Banco Universal and Mercantil Servicios<br />
Financieros; General Manager and member of the Board of Directors of<br />
Fundación Mercantil and General Manager of Fundación BMA. Member of the<br />
Executive Committee of Mercantil Servicios Financieros, C.A. and Member of the<br />
Board of Directors of Mercantil Seguros. Member of the Committees of the Social<br />
Alliance of VenAmCham and Dividendo Voluntario para la Comunidad. Former<br />
Chairman of the Venezuelan Banking Association’s Human Resources Committee<br />
and Member of the Latin American Human Resources Development Committee<br />
of the Latin American Banking Federation (FELABAN).<br />
Annual Report <strong>2010</strong><br />
114
MERCANTIL, C.A., BANCO UNIVERSAL<br />
Avenida Andrés Bello, N° 1<br />
Edificio Mercantil<br />
Caracas 1050, Venezuela<br />
Phone: (58-212) 503.1111<br />
Télex 27002/27003 BMERVC<br />
PO BOX 789, Caracas 1010-A<br />
Venezuela.<br />
mercan24@bancomercantil.com<br />
www.bancomercantil.com<br />
Call Center Centro de Atención Mercantil (CAM):<br />
Phone: 0-500-600 2424/ 0-500-503 2424<br />
(58-212) 600.2424 -(58-212) 503 2424<br />
MERCANTIL, C.A., BANCO UNIVERSAL<br />
CORAL GABLES AGENCY<br />
220 Alhambra Circle, Coral Gables,<br />
Fl. 33134, U.S.A.<br />
Phone: (1-305) 460.8500<br />
Fax: (1-305) 460.8595<br />
Télex: 681278 BMER UW<br />
asala@mercantilcb.com<br />
MERCANTIL, C.A., BANCO UNIVERSAL<br />
CURAÇAO BRANCH<br />
Abraham Mendez Chumaceiro Boulevar 1<br />
Willemstad, Curaçao. Netherlands Antilles<br />
Phone: (5999) 461.8241 / 1706<br />
Fax: (5999) 461.1974<br />
fgirigori@bancomercantilcu.com<br />
MERCANTIL COMMERCEBANK N.A.<br />
220 Alhambra Circle, Coral Gables,<br />
Fl. 33134, U.S.A.<br />
Phone: (1-305) 460.4000<br />
Fax: (1-305) 629.1400<br />
www.mercantilcb.com<br />
MERCANTIL COMMERCEBANK TRUST COMPANY, N.A.<br />
220 Alhambra Circle,11th floor, Coral Gables,<br />
Fl. 33134, U.S.A.<br />
Phone: (1-305) 441.5555<br />
Fax: (1-305) 441.5560<br />
www.mercantilctc.com<br />
MERCANTIL COMMERCEBANK<br />
INVESTMENT SERVICES, Inc.<br />
220 Alhambra Circle, Penthouse, Coral Gables,<br />
Fl. 33134, U.S.A.<br />
Phone: (1-305) 460.8599<br />
Fax: (1-305) 460.8598<br />
www. mercantilcis.com<br />
MERCANTIL BANK (SCHWEIZ) AG<br />
Talackerstrasse 42<br />
CH-8001 Zurich, Switzerland, P.O. Box 9758<br />
CH-8036 Zurich, Switzerland<br />
Phone: (41 - 433) 444 555 master<br />
Fax: (41 - 433) 444 550<br />
www.mercantilsuiza.com<br />
MERCANTIL MERINVEST, C.A.<br />
Avenida Andrés Bello, N° 1<br />
Edificio Mercantil, Piso 24<br />
Caracas 1050, Venezuela<br />
Phone: (58-212) 503.2700<br />
Fax: (58-212) 503.2757<br />
Subsidiaries<br />
MERCANTIL SEGUROS, C.A.<br />
Av. Libertador con calle Isaías<br />
“Látigo” Chávez,<br />
Edificio Mercantil Seguros, Chacao.<br />
Caracas 1060, Venezuela<br />
Phone: (58-212) 276.2000<br />
Fax: (58-212) 276.2001<br />
www.segurosmercantil.com<br />
MERCANTIL INVERSIONES Y VALORES<br />
Avenida Andrés Bello, N° 1<br />
Edificio Mercantil, Piso 20<br />
Caracas 1050, Venezuela<br />
Phone: (58-212) 503.3361 / 3644 / 1353<br />
Fax: (58-212) 503.7086<br />
csuarez@bancomercantil.com<br />
MERCANTIL BANK (PANAMÁ)<br />
Torre de las Américas, Planta Baja<br />
Local No 8-A. Punta Pacífica<br />
P.O. Box 0819-05811 Panamá,<br />
República de Panamá<br />
Phone: (507) 282 7000 Fax: (507) 282 7040<br />
asubero@mercantilcb.com<br />
MERCANTIL BANK & TRUST, LIMITED<br />
Harbour Place, 4th floor<br />
103 South Church Street<br />
P.O. Box 1034<br />
Grand Cayman, KY1-1102<br />
Cayman Islands<br />
Phone: (1-345) 949-8455<br />
Fax: (1- 345)949-8499<br />
MERCANTIL BANK CURAÇAO N.V.<br />
Abraham Mendez Chumaceiro Boulevar 1<br />
Willemstad, Curaçao. Netherlands Antilles<br />
Phone: (5999) 461.1566 / 1669<br />
Fax: (5999) 461.1974<br />
fgirigori@bancomercantilcu.com<br />
Mercantil Banco Universal<br />
Representative Offices<br />
BOGOTA<br />
Av. 82, Nº 12-18, Piso 8, Ofc. 805<br />
Edificio Interbolsa. La Cabrera<br />
Bogotá, D.C. Colombia<br />
Phone: (57-1) 635.0035<br />
Fax: (57-1) 623.7701<br />
jrequena2@mercantilcb.com<br />
LIMA<br />
Av. Canaval y Moreyra N° 452<br />
Edificio Standard Chartered, Piso 15<br />
San Isidro, Lima 27, Perú<br />
Phone: (51 1) 442 5100 Anexo 232<br />
Fax: (51 1) 442 5100 Anexo 237<br />
rafael.alcazar@rebaza-alcazar.com<br />
MEXICO<br />
Eugenio Sue N° 58, Colonia Polanco<br />
Chapultepec, Delegación Miguel Hidalgo<br />
C.P. 11560, México, D.F.<br />
Phone: (52-55) 5282.2300<br />
Fax: (52-55) 5280.9418<br />
mercvenmex@prodigy.net.mx<br />
Mercantil Servicios Financieros<br />
115<br />
SAO PAULO<br />
Av. Paulista, N° 1842, 3° andar, CJ. 37<br />
Edf. Cetenco Plaza, Torre Norte-Cep 01310-200<br />
Sao Paulo, SP, Brasil<br />
Phone: (55-11) 3285.4647 - 3284.0206<br />
Fax: (55-11) 3289-5854<br />
mercansp@uol.com.br<br />
NUEVA YORK<br />
11 East 51st. Street, New York<br />
NY, 10022-5903, U.S.A.<br />
Phone: (1-212) 891.7400<br />
Fax: (1-212) 891.7419<br />
ljordan@bancomercantilny.com<br />
Corporate Contacts<br />
Mercantil Servicios Financieros<br />
Avenida Andrés Bello, N° 1<br />
Edificio Mercantil, Caracas 1050, Venezuela<br />
Phone: (58-212) 503.1111<br />
Télex 27002/27003 BMERVC<br />
PO BOX 789, Caracas 1010-A<br />
Venezuela<br />
Mercan24@bancomercantil.com<br />
www.bancomercantil.com<br />
Centro de Atención Mercantil (CAM):<br />
Telf. 0-500-600 2424/ 0-500-503 2424<br />
(58-212) 600.2424 -(58-212) 503 2424<br />
INVESTOR RELATIONS<br />
Caracas<br />
Av. Andrés Bello, N° 1, Edificio Mercantil<br />
Piso 25, Caracas 1050, Venezuela<br />
PO BOX 789, Caracas 1010-A<br />
Phone: (58-212) 503.1335<br />
Fax: (58-212) 503.1075<br />
inversionista@bancomercantil.com<br />
Nueva York<br />
11 East 51 st. Street, New York<br />
NY, 10022-5903, U.S.A.<br />
Phone: (1-212) 891.7405<br />
Fax (1-212) 891.7419<br />
Office of the Presidency<br />
Av. Andrés Bello, N° 1, Edificio Mercantil<br />
Piso 35, Caracas 1050, Venezuela<br />
PO BOX 789, Caracas 1010-A<br />
Phone: (58-212) 503.0782 / 0783<br />
Fax: (58.212) 503.0709<br />
presidencia@bancomercantil.com<br />
Corporate Communications<br />
Av. Andrés Bello, N° 1, Edificio Mercantil<br />
Piso 14, Caracas 1050, Venezuela<br />
PO BOX 789, Caracas 1010-A<br />
Phone: (58-212) 503.1670<br />
mcomunicacionesc@bancomercantil.com
Tomás GOLDING<br />
Marina, 1939<br />
Oil on masonite<br />
36.3 x 40.3 cm
T h e F i n e A r t s S o c i e t y a n d<br />
t h e E s c u e l a d e C a r a c a s<br />
Early in the twentieth century, landscape painting in Venezuela was introduced as a genre that<br />
has remained a cherished part of Venezuela’s artistic progression to this day. It was in Caracas,<br />
in 1912, where the Fine Arts Society was born– a cultural movement that challenged the Academy<br />
of Fine Arts and the obsolete teachings it imparted. The group included several young artists<br />
who revitalized the national art scene through their innovative study of nature, eventually leaving<br />
behind a great legacy of art, beauty and life. This creative spirit was amplified by the Escuela de<br />
Caracas, driven by the artists who formed the Society and their followers. These pioneering artists<br />
secured the continuity of landscape painting in Venezuela for five decades. The selections<br />
included here offer a window into this tradition, featuring exemplary works of this genre that<br />
are part of the Mercantil Collection.
T h e F i n e A r t s S o c i e t y a n d<br />
t h e E s c u e l a d e C a r a c a s<br />
Mercantil Colection<br />
Federico BRANDT<br />
Azotea, hacia 1924<br />
Oil on canvas<br />
45.5 x 59.5 cm<br />
César PRIETO<br />
Iglesia de Maiquetía, hacia 1950<br />
Oil on canvas<br />
53.5 x 62.8 cm<br />
César PRIETO<br />
Los Caobos, hacia 1948<br />
Oil on canvas<br />
50.5 x 60.5 cm<br />
César PRIETO<br />
Calle caraqueña, hacia 1920<br />
Oil on canvas<br />
51 x 69 cm<br />
Próspero MARTÍNEZ<br />
El árbol del camino, hacia 1920<br />
Oil on paper<br />
37.2 x 28 cm<br />
Manuel CABRÉ<br />
Ávila desde San Bernardino, hacia 1940<br />
Oil on canvas<br />
49,4 x 78,4 cm<br />
Manuel CABRÉ<br />
Río Guaire, 1917<br />
Oil on canvas<br />
26.5 x 48.5 cm<br />
Manuel CABRÉ<br />
Caneyes y Valle de San Cristóbal, 1942<br />
Oil on canvas<br />
65 x 108 cm<br />
Manuel CABRÉ<br />
Paisaje, 1917<br />
Oil on wood<br />
32.5 x 41 cm<br />
Manuel CABRÉ<br />
Fragmento del Ávila, 1914<br />
Oil on canvas<br />
22.5 x 32.9 cm<br />
Bernardo MONSANTO<br />
Paisaje, 1961<br />
Oil on masonite<br />
33 x 86 cm<br />
Francisco FERNÁNDEZ RODRÍGUEZ<br />
Ávila, hacia 1940<br />
Oil on canvas<br />
54 x 73 cm<br />
Francisco FERNÁNDEZ RODRÍGUEZ<br />
Playa El Palmar, 1956<br />
Oil on canvas adhered to cardboard<br />
45.5 x 60.8 cm<br />
Francisco FERNÁNDEZ RODRÍGUEZ<br />
Barranco de Sarría, 1947<br />
Oil on canvas<br />
60.2 x 81 cm<br />
Marcos CASTILLO<br />
Desde Los Chaguaramos, hacia 1961<br />
Oil on canvas<br />
74.8 x 70 cm<br />
Antonio ALCÁNTARA<br />
Paisaje del Ávila, 1976<br />
Oil on masonite<br />
33 x 45.5 cm<br />
Elisa Elvira ZULOAGA<br />
Paisaje de Caracas, 1967<br />
Oil on canvas adhered to cardboard<br />
45.7 x 60.7 cm<br />
Elisa Elvira ZULOAGA<br />
Paisaje con niñas, 1954<br />
Oil on canvas<br />
64.7 x 50 cm
Alberto EGEA LÓPEZ<br />
Ávila, hacia 1945<br />
Oil on canvas adhered to cardboard<br />
35.4 x 45.1 cm<br />
Alberto EGEA LÓPEZ<br />
Ávila, 1942<br />
Oil on canvas<br />
51 x 61.2 cm<br />
Luis Alfredo LÓPEZ MENDEZ<br />
Carretera vieja La Guaira-Caracas, 1943<br />
Oil on canvas<br />
52.7 x 60.2 cm<br />
Pedro Ángel GONZÁLEZ<br />
Paisaje de Gamboa, 1940<br />
Oil on canvas<br />
76.3 x 100 cm<br />
Pedro Ángel GONZÁLEZ<br />
San José desde San Bernardino, 1942<br />
Oil on canvas<br />
46.2 x 54.4 cm<br />
Pedro Ángel GONZÁLEZ<br />
Macuto, 1920<br />
Oil on canvas<br />
40.3 x 56.3 cm<br />
Pedro Ángel GONZÁLEZ<br />
Paisaje, 1919<br />
Oil on cardboard<br />
18.5 x 28.9 cm<br />
Pedro Ángel GONZÁLEZ<br />
Comenzando las lluvias (Cerros desde Gamboa), 1944<br />
Oil on canvas<br />
73.5 x 106.3 cm<br />
Pedro Ángel GONZÁLEZ<br />
El cerro desde la quebrada, 1945<br />
Oil on canvas<br />
50.4 x 65.1 cm<br />
Armando LIRA<br />
Valles del Tuy, 1956<br />
Oil on canvas<br />
73.5 x 90 cm<br />
Armando LIRA<br />
El Ávila desde Sarría, sin fecha<br />
Oil on canvas<br />
130.3 x 160.3 cm<br />
Tomás GOLDING<br />
Valle de Caracas desde Colinas del Tamanaco, 1939<br />
Oil on masonite<br />
59.7 x 70.5 cm<br />
Tomás GOLDING<br />
Marina, 1939<br />
Oil on masonite<br />
36.3 x 40.3 cm<br />
Tomás GOLDING<br />
Puerto Azul, 1940<br />
Oil on wood<br />
50.3 x 41.8 cm<br />
Tomás GOLDING<br />
Los Dos Caminos, 1941<br />
Oil on masonite<br />
62.6 x 45 cm
General Production: Corporate Communications Management<br />
Artwork Photography: Mercantil Collection / Walter Otto<br />
Graphic Design: Arte Impreso H.M., C.A.<br />
Printing: La Galaxia • Caracas, Venezuela, March 2011