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<strong>Annual</strong> <strong>Report</strong> <strong>2002</strong>


The English version of the VP Bank annual report was<br />

translated from the German version which shall be binding<br />

in case of disparities.<br />

Welcome


Contents<br />

4 Where does the path lead us?<br />

8 Key Figures<br />

11 Introductory remarks by the Chairman of<br />

the Board and the Chief Executive Officer<br />

14 <strong>Report</strong> by the Board of Directors<br />

18 Structure of the VP Bank Group<br />

20 Board of Directors<br />

21 Board of Management<br />

22 Business Units and central staff functions<br />

24 VP Bank Management<br />

25 International Advisory Board<br />

27 Corporate Governance<br />

27 Group structure and shareholders<br />

29 Capital structure<br />

33 Board of Directors<br />

39 Board of Management<br />

42 Compensations, shareholdings and loans<br />

44 Shareholders’ participation<br />

45 Changes of control and defence measures<br />

46 External Auditors<br />

47 Information policy<br />

49 Activities of Business Units<br />

52 Activities of the subsidiaries and<br />

representative offices


Where does the path lead us?<br />

Our visions determine the way<br />

we act tomorrow.<br />

For us, stakeholders are not some anonymous entity:<br />

we call them clients, employees and shareholders. They<br />

are all part of our future and of our vision. As providers<br />

of first-class wealth management services to a discerning<br />

clientele, we are aware of the fact that we move in an<br />

exciting environment that demands respect and a sense<br />

of responsibility.<br />

As regards our clients' assets, we develop individual solutions<br />

that lead to real capital growth. We achieve this by<br />

offering professional service and providing access to the<br />

very best products available. In concrete terms, this means<br />

that clients not only have a personal contact who is familiar<br />

with their needs, but also the possibility of choosing from<br />

a range of first class products.<br />

We cultivate an atmosphere in which commitment and<br />

entrepreneurial thinking are paramount. This is reflected in<br />

our team as well as in the relationships between our staff<br />

and clients.<br />

We invest to consolidate our market position. In this way,<br />

we secure our profitability and long-term growth. We offer<br />

complete transparency to our shareholders, which creates<br />

trust and, in turn, the foundation for sustainable growth<br />

of their investment.<br />

page 4 | vp bank | annual report <strong>2002</strong><br />

We are keenly aware of our responsibility towards the<br />

business world and society in general. When we act,<br />

we do so with tomorrow in mind – yet without forgetting<br />

the needs of today. For us, it is clear that a bank cannot act<br />

in isolation.<br />

Our three basic principles – VP Bank's mission<br />

Everything we think or do is geared to achieving the<br />

greatest possible benefit for our clients.<br />

We provide them with comprehensive personal advice<br />

as well as products and services in areas such as wealth<br />

management, trust banking and investment management.<br />

In this way, we earn the privilege of providing them<br />

with comprehensive wealth management services and<br />

increasing the value of their assets.<br />

This is our mission.


Turning visions into reality is about<br />

setting clear objectives.<br />

Our actions are guided by our values<br />

Enterprise, team spirit and a thirst for new successes.<br />

These are the values that drive us in the course of our<br />

daily work.<br />

We act as entrepreneurs because we generate additional<br />

value for our clients and for our company. This involves<br />

taking responsibility for our actions and acting purposefully.<br />

The standard by which we measure our quality is client<br />

satisfaction.<br />

We encourage team spirit because only as a team can we<br />

be successful. We firmly believe that open communication<br />

and the ability to deal with conflict strengthen team spirit.<br />

We have a thirst for new experience because our view<br />

of change is essentially positive. For us, it represents<br />

opportunity.<br />

Focus<br />

We take steps to find out how satisfied our clients are.<br />

Because this helps us to find out how and where we<br />

can improve, or have already improved. Our overriding<br />

concerns are product and service quality and the image<br />

we enjoy with our clients.<br />

We are no less precise when it comes to our employees.<br />

Regular in-house surveys tell us exactly what our staff think<br />

about us as an employer, about their working environment<br />

in the team, and about their opportunities for personal<br />

development.<br />

The ongoing success of VP Bank is something from<br />

which shareholders also benefit. Our aim is to generate<br />

a competitive return on shareholders’ equity ratio,<br />

pursued in compliance with specific risk-containment<br />

principles. We build up VP Bank's capital assets with<br />

a view to paying out an attractive dividend.<br />

All our actions are viewed and judged impartially by neutral<br />

observers. This is the reason why we strive to provide<br />

complete transparency in all our strategies and policies to<br />

our staff, our clients, our shareholders and the general<br />

public. The reports about us in the media provide a clear<br />

indication as to whether we are doing this correctly.<br />

annual report <strong>2002</strong> | vp bank | page 5


The values important to<br />

us also apply internally.<br />

We work as a team. At the same time, we cultivate open<br />

communications and seek consensus. This type of communication<br />

is based on mutual trust. We have implicit trust in<br />

each other and behave in a manner that enables people to<br />

trust in us. The way we behave towards each other within<br />

the company is what clients feel when they work with us.<br />

Whenever we act, we do so with the overall picture in<br />

mind. We are constantly in search of new ideas, to ensure<br />

that we move forward together as a team. This creative<br />

process is always forward-looking. The sign of true quality<br />

is when ideas work in the long term. Ideas are only good if<br />

they benefit our clients and ourselves.<br />

We approach our jobs seriously and professionally.<br />

And we enjoy our work. This way, we do not lose sight<br />

of our human side. Precision and passion are not mutually<br />

exclusive.<br />

Quality, service and security: things we and our clients<br />

value immensely. In every possible situation. Our clients<br />

have the right to first-class service and to impeccable<br />

quality and advice. This sort of quality runs through all<br />

our products and the entire relationship.<br />

page 6 | vp bank | annual report <strong>2002</strong><br />

Our understanding of security has continued to develop in<br />

the course of recent years. For our clients, we are reliable<br />

partners who protect their privacy. When we act, we are<br />

aware of the risks involved and our responsibilities;<br />

needless to say, we comply fully with international compliance<br />

standards. And sustainability is a consideration in<br />

everything we do.<br />

Only when our clients are completely satisfied in the<br />

long-term have we achieved our goal. Getting there is part<br />

of our everyday work. We leave no stone unturned in the<br />

quest to provide our clients with friendly, professional,<br />

personal and, above all, discreet service.


What sets VP Bank apart?<br />

Professional services – today and tomorrow<br />

Wealth management and private banking services for<br />

international clients focusing on the personal relationship.<br />

Trust banking services for trustees and asset managers<br />

– a strong partnership.<br />

Investment management – a center of excellence for<br />

innovative new investment products.<br />

Services for regional private and loan clients – reliability<br />

is crucial.<br />

You are perhaps already familiar with VP Bank's most<br />

important asset: our 600 employees. Our bank comprises<br />

many different types of individuals with widely differing<br />

skills from all walks of life. They are the individuals who<br />

provide all-round advisory services and help ensure the<br />

long-term growth of your assets. They embody the head,<br />

heart and guts described earlier. They think, feel and act.<br />

They advise and decide. In the process, they help our<br />

clients to make more out of their assets.<br />

We can achieve our ambitious goals only if we have the<br />

right kind of working environment, if our shareholders<br />

are satisfied and if we enjoy an outstanding reputation<br />

in the outside world. We are fully aware of this and act<br />

accordingly.<br />

VP-Bank – local roots, global presence<br />

We have close ties with the Principality of Liechtenstein,<br />

as demonstrated by our involvement in local cultural, social<br />

and sporting activities and events. Despite its local roots,<br />

Liechtenstein's international orientation is both a major<br />

advantage and a challenge. Today and in the future.<br />

Apart from our headquarters in Vaduz, we have subsidiaries<br />

in Zurich, Luxembourg and the Virgin Islands,<br />

as well as offices in Munich and Montevideo (Uruguay).<br />

annual report <strong>2002</strong> | vp bank | page 7


Key Figures<br />

Balance sheet total<br />

CHF 10,440 million CHF 8,858 million<br />

Shareholders' equity<br />

(Including provisions for general banking risks)<br />

CHF 1,069.9 million CHF 1,000.2 million<br />

Cost-income ratio<br />

53.8 % 77.8 %<br />

page 8 | vp bank | annual report <strong>2002</strong><br />

Group operating profit<br />

CHF 50.1 million<br />

Group profit<br />

CHF -23.2 million<br />

CHF 68.4 million CHF 38.7 million<br />

Assets under management<br />

CHF 29.6 billion CHF 25.2 billion<br />

Personnel headcounts<br />

561.5 548.9<br />

(full-time equivalents, excluding on-the-job trainees)<br />

2001 <strong>2002</strong>


Key figures of the consolidated balance sheet in CHF millions<br />

<strong>2002</strong> 2001 Change in %<br />

Balance sheet total 8,858.0 10,440.0 -15.2<br />

Due from banks 5,201.4 6,661.4 -21.9<br />

Customer loans 2,537.1 2,460.2 3.1<br />

Customer deposits 7,494.9 8,900.3 -15.8<br />

Shareholders’ equity (including provisions for general banking risks) 1,000.2 1,069.9 -6.5<br />

Key figures of the profit and loss account in CHF millions<br />

Net income 162.1 238.2 -31.9<br />

Net interest income 90.8 105.1 -13.6<br />

Net commission income 120.3 142.1 -15.3<br />

Income from foreign exchange and precious metals trading 17.6 18.2 -3.5<br />

Income from securities -74.7 -37.5 n.a.<br />

Operating and office expenses 126.2 128.1 -1.5<br />

Group operating profit -23.2 50.1 n.a.<br />

Group profit 38.7 68.4 -43.4<br />

Key figures<br />

Assets under management in CHF billions 25.2 29.6 -14.9<br />

Foreign assets as % of total assets 56.0 54.8<br />

Return on equity in % -2.3 4.7<br />

(ratio of Group operating profit to capital funds including<br />

provisions for general banking risks)<br />

Operating efficiency in % 77.8 53.8<br />

(ratio of operating expenses to net income)<br />

Personnel headcounts (full-time equivalents, excluding on-the-job trainees) 1 548.9 561.5<br />

Net income per employee in CHF 1,000 295.3 424.2<br />

Operating expenses per employee in CHF 1,000 229.9 228.1<br />

Group operating profit per employee in CHF 1,000 -42.3 89.1<br />

Group profit per employee in CHF 1,000 70.5 121.7<br />

Key figures for VP Bank Securities<br />

Group profit per bearer share in CHF 4.53 8.00<br />

Group profit per registered share in CHF 0.45 0.80<br />

Price/earnings ratio per bearer share 33.26 30.64<br />

Price/earnings ratio per registered share 33.15 28.45<br />

Dividend per bearer share in CHF 1.50 2 4.50<br />

Dividend per registered share in CHF 0.15 2 0.45<br />

Capital funds per bearer share in CHF 3 116.98 125.14<br />

Capital funds per registered share in CHF 3 11.70 12.51<br />

1 Under new Liechtenstein rules for stating personnel headcount, a trainee is considered 50 % of a regular employee. For comparison purposes,<br />

the previous year's figures have been adjusted accordingly.<br />

2 Subject to the approval by the General Meeting<br />

3 Including provisions for general banking risks<br />

annual report <strong>2002</strong> | vp bank | page 9


Hans Brunhart<br />

Chairman of the Board of Directors


Introductory remarks by the Chairman of the<br />

Board of Directors and the Chief Executive Officer<br />

VP Bank Group – on the path to the future<br />

Dear Shareholders,<br />

Ladies and Gentlemen<br />

As was the case in the previous year, the VP Bank Group<br />

was unable once again in <strong>2002</strong> to replicate its past<br />

successes. Ongoing turbulence in the global financial marketplace,<br />

as well as the downbeat mood among investors<br />

and correspondingly low level of trading volume, had a<br />

significant influence on the VP Bank Group’s bottom line<br />

for the <strong>2002</strong> financial year. However, the weaker outcome<br />

was more attributable to the effect of value adjustments<br />

taken on the Bank’s own securities holdings than it was to<br />

results at the operating level. Due to the negative impact of<br />

foreign exchange and share price trends, the total amount<br />

of assets under management decreased. Measured against<br />

the banking industry as a whole, however, the comparatively<br />

modest decline in the Bank’s key source of revenue<br />

(commission income), as well as its stable balance sheet<br />

and continuing high level of shareholders’ equity, highlight<br />

the fact that the VP Bank Group has a thoroughly sound<br />

financial footing and is well positioned in the marketplace.<br />

VP Bank Group – holistic wealth management<br />

Reducing costs – continuing to pursue strategy<br />

with unwavering determination<br />

In early <strong>2002</strong>, we introduced strategic and operational<br />

measures aimed at lowering costs and increasing the<br />

efficiency and profitability. Some of those measures have<br />

already had a favorable impact on our income statement.<br />

And we will continue our efforts within the framework of<br />

this cost-reduction and efficiency-enhancement program.<br />

Risk-minimisation measures for the Bank’s own securities<br />

portfolio have already taken hold and serve to reduce both<br />

the volatility of profits and the related risks – moves that<br />

have also already crystallized at the bottom line. This unwavering<br />

determination also applies to the Bank’s readiness<br />

to outsource to qualified partners certain non-core portions<br />

of its value chain or, alternatively, to enter into cooperative<br />

ventures – always with the goal of increasing efficiency<br />

and meeting clients’ needs.<br />

The resolute implementation of the Bank’s realigned management<br />

structure and focus on comprehensive wealth<br />

management via its three business divisions – Private Clients,<br />

Trust Banking and Investment Management – continue to<br />

represent the foundation of the VP Bank Group’s business<br />

strategy. In addition, we are strengthening our activities in<br />

the areas of regional corporate banking as well as personal<br />

banking. Ensuring the quality of the Bank’s services is and<br />

will remain the guiding principle in this regard. That applies<br />

in equal measure to our new products, concerted marketing<br />

efforts, as well as the systematic training and continuing<br />

education of our employees.<br />

Flexible, trustworthy and future-oriented –<br />

on the path to the future<br />

These three values constitute the pillars of the new<br />

VP Bank Group brand, which was officially launched in<br />

annual report <strong>2002</strong> | vp bank | page 11


March 2003. They also represent the Bank’s three fields of<br />

competency in wealth management: Private Clients, Trust<br />

Banking and Investment Management. Our implementation<br />

of an ongoing strategic process testifies to that flexibility.<br />

With its subsidiary, VP Bank Switzerland, the VP Bank<br />

Group underlines the importance of the Swiss financial<br />

marketplace. In the spring of <strong>2002</strong>, the branch’s new<br />

offices on Bleicherweg 50 in Zurich were officially opened.<br />

The VP Bank Group was also able to further strengthen<br />

its position in Luxembourg and the British Virgin Islands.<br />

Due to the changes underway in Liechtenstein’s banking<br />

industry and increasing competitive pressures in other financial<br />

marketplaces, the VP Bank Group deems enterprise-wide<br />

risk management and marketing to be of fundamental significance.<br />

Also, we are making targeted investments in the<br />

development of new products and services in our effort<br />

to open up new fields of business activity. Going forward,<br />

success will hinge on the VP Bank Group’s ability to finance<br />

these investments from internally generated cash flow<br />

and keep its strategy continually in step with trends and<br />

changing circumstances in the financial services industry.<br />

Challenges<br />

<strong>2002</strong> was once again a year marked by change and<br />

numerous challenges that will continue into the future.<br />

Nevertheless, the inherent attributes of the Bank’s<br />

page 12 | vp bank | annual report <strong>2002</strong><br />

various locations work to our advantage: social partnership,<br />

flexible labor markets and a high level of education. Those<br />

advantages, combined with our staunch avowal of banking<br />

secrecy, will continue to preserve our attractiveness.<br />

On the strength of our business strategy, client focus,<br />

keen sense of what quality really means and, not least of<br />

all, the tireless commitment of our employees, we are<br />

convinced of our ability to tackle future challenges from a<br />

strong position, with the wisdom of experience gained<br />

from unfavorable, ever-changing circumstances. With<br />

resolute commitment, we will reinforce the trust our clients<br />

have placed in us – through quality, flexibility, farsightedness,<br />

innovation and a redoubled focus on their needs.<br />

Sincere gratitude<br />

We would like to take this occasion to express our sincere<br />

thanks to all employees of the VP Bank Group for their<br />

enormous efforts and determination, as well as to our<br />

clients and shareholders for their abiding trust.<br />

HANS BRUNHART<br />

Chairman of the Board of Directors<br />

ADOLF E. REAL<br />

Chief Executive Officer


Adolf E. Real<br />

Chief Executive Officer


<strong>Report</strong> by the Board of Directors<br />

The VP Bank Group – setting a course for the future<br />

Dear Shareholders,<br />

Ladies and Gentlemen<br />

The Board of Directors of Verwaltungs- und Privat-Bank<br />

Aktiengesellschaft, Vaduz, is pleased to present you the<br />

VP Bank Group’s annual report for the <strong>2002</strong> financial year.<br />

The challenging securities market atmosphere and daunting<br />

conditions in the banking industry as a whole were<br />

once again the hallmarks of the past financial year. The<br />

Bank’s net interest income amounted to CHF 91 million<br />

(-13.6 %) and commission income totalled CHF 120 million<br />

(-15.3 %). Net income declined by roughly 32 % to<br />

CHF 162 million, whereas operating costs were contained<br />

at levels below those of the prior year mainly as the result<br />

of a reduction in personnel expense. Group net profit<br />

amounted to CHF 39 million (-43.4 %) and the balance<br />

sheet total was CHF 8.9 billion (-15.2 %). Customer loans<br />

increased modestly, while shareholders’ equity amounted<br />

to approximately CHF 1 billion, a slight decrease versus the<br />

previous year (-6.5 %). Assets under management experienced<br />

a 14.9 per cent decline to 25.2 billion from last<br />

year’s reading of CHF 29.6 billion, mainly due to performance-related<br />

factors (details on the consolidated Group<br />

financial results can be found on pp. 8 of the financial<br />

report, and those pertaining to the parent bank on pp. 31).<br />

Owing to additional value adjustments on investments<br />

page 14 | vp bank | annual report <strong>2002</strong><br />

that were already accounted for in the previous year’s<br />

Group financial statements as a result of the differing<br />

accounting standards applied, the parent bank recorded<br />

an annual net profit of CHF 1.479 million. Given the annual<br />

results of the Group and parent bank, and in keeping<br />

with the Group’s existing dividend policy, the Board of<br />

Directors of VP Bank Group will propose at the annual<br />

shareholders’ meeting on April 25, 2003, that a CHF 1.50<br />

dividend be paid on each bearer share and a CHF 0.15<br />

dividend on each registered share.<br />

On the whole, the Board of Directors deems these annual<br />

results to be unsatisfactory, even though the numbers<br />

were significantly impacted by unfavorable non-recurring<br />

factors. For that reason, measures have been initiated<br />

to gain an even firmer grip on cost management and to<br />

optimize the company’s profitability. The related effects<br />

should show up already in our 2003 results.<br />

Political and economic circumstances<br />

The early weeks of <strong>2002</strong> continued to be marked by<br />

Liechtenstein’s presence on the FATF blacklist of so-called<br />

“non-cooperative states in matters of combating money<br />

laundering”. The pressure being exerted on offshore financial<br />

centres in general, as well as discussions pertaining to<br />

the tax on interest income demanded by the EU, were also<br />

among the extraneous factors affecting the Bank’s business<br />

activities. Given those circumstances, we consider the<br />

development of total assets under management as being


gratifying, and we would like to express our thanks to all<br />

of the VP Bank Group’s clients for their loyalty and abiding<br />

business partnership.<br />

An important year<br />

Although <strong>2002</strong> was a difficult year for VP Bank, it was also<br />

an important year – significant progress was achieved within<br />

our organisation in terms of realigning VP Bank Group’s<br />

strategic orientation. VP Bank is present in the marketplace<br />

with a clear-cut strategy and is capable of differentiating<br />

itself through the services and products it offers. We have<br />

already recorded successes from the exploitation of synergies<br />

within the Group, achievements that have not only<br />

been noticeable in our marketing efforts, but also on the<br />

expense side.<br />

A particular challenge for VP Bank Group over the past<br />

financial year was posed by the situation involving BZ<br />

Group Holding. The latter entity, which holds approximately<br />

1/3 of the equity and roughly 16 per cent of the voting<br />

rights of the Bank, found itself compelled in July <strong>2002</strong> to<br />

enter into an agreement with a number of banks, among<br />

them also the VP Bank Group owing to its business dealings<br />

with BZ Group Holding. However, as can be clearly<br />

ascertained from the figures included in the notes to our<br />

annual report, VP Bank upheld its conservative lending<br />

practices also in this particular relationship. Issues pertaining<br />

to the ultimate placement of BZ Group Holding’s blocks<br />

of shares have yet to be decisively resolved, mainly due<br />

to the general conditions in the securities markets.<br />

VP Bank has assumed an active role in this process and the<br />

related efforts will be pursued with great determination.<br />

Prepared for the future<br />

The aforementioned situation, however, has not impaired<br />

the creditworthiness or quality of our Bank, which remains<br />

notable for its high level of capital resources and successful<br />

business model.<br />

The following factors and elements enable our Bank to<br />

proceed into the future with confidence:<br />

We take the fundamental principles of corporate governance<br />

seriously – not merely because they are prescribed<br />

by the regulatory authorities, but because they are integral<br />

to our corporate and management culture of providing<br />

frank and timely information to our shareholders, employees<br />

and the general public.<br />

Through targeted investments in the future, a foundation<br />

has been laid that will foster the ongoing commercial success<br />

of our Bank. This applies in particular to the impending<br />

aggregation of our business offices into two buildings,<br />

the further expansion of our IT infrastructure throughout<br />

the entire Group, as well as our new visual appearance in<br />

the marketplace.<br />

The Bank’s risk policy, especially with regard to the structure<br />

and management of our capital resources, has been<br />

newly formulated and the success of those measures is<br />

already evident.<br />

annual report <strong>2002</strong> | vp bank | page 15


Aside from the internal risk policy, the Board of Directors focused during the past year on<br />

the medium-term objectives of VP Bank and, in so doing, addressed the issues surrounding<br />

the altered conditions in the financial services industry in Liechtenstein and throughout the<br />

world. Strict cost management and improved profits remain the key to future success in<br />

such highly competitive markets.<br />

Sincere gratitude<br />

Ultimately, it will not only be general business conditions, organisation and products that<br />

are decisive in our success, but even more so our employees. Those individuals, and their<br />

tremendous dedication, are the crucial factors that reinforce our confidence in VP Bank’s<br />

continuing ability to be a preferred provider of banking and financial services. The trust that<br />

our clients place in VP Bank has always been primarily attributable to our employees. It is<br />

to them that we, on behalf of the Board of Directors, extend our heartfelt thanks for the outstanding<br />

commitment they have demonstrated, often in the face of daunting circumstances.<br />

A recently conducted client satisfaction survey clearly highlighted the fact that our employees<br />

throughout the entire Group not only fulfil their tasks to the complete satisfaction<br />

of our customers, but also with a palpable willingness and delight.<br />

And to you, our shareholders, we would like to express our sincere thanks for the trust and<br />

support that we have sensed so keenly in numerous discussions.<br />

Lastly, our thanks also go to the members of the International Advisory Board for their<br />

valuable assistance.<br />

On behalf of the Board of Directors<br />

HANS BRUNHART DR. GUIDO MEIER<br />

Chairman of the Board of Directors Vice-Chairman of the Board of Directors<br />

page 16 | vp bank | annual report <strong>2002</strong>


Understanding<br />

Welcome<br />

Assessment<br />

Dialogue<br />

Development<br />

Agreement<br />

Implementation<br />

annual report <strong>2002</strong> | vp bank | page 17


Structure of the VP Bank Group<br />

Human Resources<br />

& Services<br />

Corporate<br />

Communications<br />

Group Marketing<br />

& Business<br />

Development<br />

page 18 | vp bank | annual report <strong>2002</strong><br />

board of<br />

directors<br />

ceo, cfo<br />

board of<br />

management<br />

Internal Audit<br />

Legal & Compliance<br />

Group Finance


Private Clients<br />

Trust Banking<br />

Investment<br />

Management<br />

Personal<br />

Banking<br />

Private<br />

Banking<br />

Intermediaries<br />

Corporate<br />

Clients<br />

IT<br />

Client Investment<br />

Management<br />

Bank Capital<br />

Management<br />

Production<br />

Liechtenstein Zurich Luxembourg BVI Others<br />

annual report <strong>2002</strong> | vp bank | page 19


Board of Directors<br />

1, 2<br />

hans brunhart<br />

Chairman, Balzers<br />

guido meier 1<br />

Dr. iur.<br />

Vice Chairman, Vaduz<br />

Attorney-at-Law, Member<br />

of the Board of Trustees<br />

of the Allgemeines Treuunternehmen,<br />

Vaduz<br />

walo frischknecht 2<br />

Head of the Executive Board<br />

of BZ Bank, Wilen (CH)<br />

l. to r. Roland Feger, Guido Meier,<br />

Beat Bernet, Hans Brunhart, Matthias<br />

Donhauser, Walo Frischknecht,<br />

Markus Thomas Hilti<br />

page 20 | vp bank | annual report <strong>2002</strong><br />

heinz batliner<br />

Dr.<br />

Honorary Chairman, Vaduz<br />

beat bernet<br />

Prof. Dr.<br />

Director of the Institute<br />

for Banking and Finance,<br />

University of St.Gallen<br />

markus thomas hilti 1<br />

lic. oec.<br />

General Manager of the<br />

Martin Hilti Family Trust,<br />

Schaan<br />

Board of Directors<br />

At the <strong>2002</strong> annual shareholders’ meeting, Chairman of<br />

the Board Hans Brunhart paid tribute to the services of<br />

Dr. Heinz Batliner, Emil Kuster and Dr. Rudolf Staub who,<br />

after many years of activity on behalf of VP Bank, declared<br />

their intention not to stand for re-election to the Board.<br />

Shareholders at the annual shareholders’ meeting on April 26,<br />

<strong>2002</strong>, extended the mandate of Dr. Matthias Donhauser<br />

matthias donhauser<br />

Dr. iur.<br />

Attorney-at-Law, Vaduz<br />

andrea häring<br />

Secretariat<br />

roland feger 2<br />

Chairman of the Executive<br />

Board of the Allgemeines Treuunternehmen,<br />

Vaduz<br />

1 Member of the Committee of the<br />

Board of Directors<br />

2 Member of the Audit Committee<br />

for an additional term of office. Elected as new members of the<br />

Board were Prof. Dr. Beat Bernet, Director of the University of<br />

St. Gallen’s Institute for Banking and Finance, and Walo Frischknecht,<br />

Head of the Executive Board of BZ Bank.<br />

At the annual shareholders’ meeting on April 25, 2003, the statutory<br />

term of office of Hans Brunhart as member of the Board of Directors<br />

will expire. Hans Brunhart has offered himself for re-election.


Board of Management<br />

adolf e. real<br />

dipl. Ing. ETH, MBA,<br />

Chief Executive Officer<br />

georg wohlwend<br />

lic. oec,<br />

Head of Trust Banking<br />

andré ruppli<br />

M.A.<br />

Head of Investment<br />

Management<br />

Board of Management<br />

In the year under review, Dr. Adelgunde Sengthaler,<br />

a member of the Board of Management, decided to leave<br />

the VP Bank Group to pursue new career opportunities.<br />

During her almost ten years of activity in various functions<br />

within the Group and, in particular, those years in which<br />

she was a member of the Board of Management, she contributed<br />

significantly to the development of the VP Bank<br />

Group. Her activities mainly centered on the fields of asset<br />

management and private banking, where she was committed<br />

to achieving the highest quality. She placed similar<br />

l. to r. Fredy Vogt, Georg Wohlwend, Adolf E. Real, André Ruppli<br />

fredy vogt<br />

Certified Bookkeeper/Controller,<br />

Certified Public Accountant,<br />

CFO<br />

ernst näf<br />

Certified Banking Specialist<br />

(starting September 1, 2003)<br />

emphasis on nurturing client relationships. The Board of<br />

Directors and Board of Management are extremely indebted<br />

to Dr. Sengthaler for the valuable services she provided.<br />

In early September 2003, Ernst Näf will succeed<br />

Dr. Sengthaler as a member of the Board of Management<br />

and head of the Private Clients Division. Mr. Näf brings<br />

with him many years of experience gained in various<br />

functions and segments within the banking industry which,<br />

combined with his management skills and insight into<br />

foreign financial markets, represent a solid base for the<br />

future success of his activities on behalf of VP Bank.<br />

annual report <strong>2002</strong> | vp bank | page 21


Business Units and central staff functions<br />

(according to organisation chart: September 1, 2003)<br />

Private Clients<br />

business unit<br />

Ernst Näf 1<br />

Head of<br />

Private Clients<br />

Thomas Pixner<br />

Private Banking<br />

Werner Wessner<br />

Personal Banking<br />

page 22 | vp bank | annual report <strong>2002</strong><br />

Trust Banking<br />

business unit<br />

Georg Wohlwend, lic. oec.<br />

Head of<br />

Trust Banking<br />

Günther Kaufmann<br />

Intermediaries<br />

Herbert Risch<br />

Corporate Clients<br />

Gerhard Häring<br />

IT<br />

Investment<br />

Management<br />

business unit<br />

André Ruppli, M.A.<br />

Head of<br />

Investment Management<br />

Markus Stadlmann, MBA 2<br />

Client Investment<br />

Management<br />

Günther Hotz, mag. oec.<br />

Bank Capital Management<br />

Andreas Zimmerli<br />

Production


Adolf E. Real, dipl. Ing. ETH, MBA<br />

Chief Executive Officer<br />

Aitor Galdos, Dr.<br />

Group Marketing and<br />

Business Development<br />

Kim-My Schefer<br />

Corporate Communications<br />

Karl Walch, Dr.<br />

HRM & Services<br />

Central Staff<br />

Functions<br />

Fredy Vogt<br />

Certified Bookkeeper/Controller<br />

Certified Public Accountant<br />

CFO<br />

Adrian Hasler, lic. oec. HSG<br />

Group Finance<br />

Thomas Ritter, lic. iur., M. B. L.-HSG<br />

Legal & Compliance<br />

1 Starting September 1, 2003<br />

2 Starting mid-March 2003<br />

annual report <strong>2002</strong> | vp bank | page 23


VP Bank Management<br />

Management VP Bank (Switzerland) Ltd., Zurich<br />

stefan gugger, Dr. urs müller<br />

President Member of the Board<br />

of Management<br />

Management VP Bank (Luxembourg) S.A., Luxembourg<br />

anton engler<br />

President (until March 31, 2003)<br />

hans gerner yves de vos<br />

Member of the Board Member of the Board<br />

of Management of Management<br />

Management VP Bank and Trust<br />

Company (BVI) Limited, British Virgin Islands<br />

peter reichenstein, Dr.<br />

Managing Director<br />

Management VP Bank Fondsleitung AG, Vaduz<br />

peter bargetze wolfgang mayer<br />

President Member of the Board<br />

of Management<br />

Management IFOS Internationale Fonds Service AG,<br />

Vaduz<br />

wolfgang mayer peter bargetze<br />

President Member of the Board<br />

of Management<br />

page 24 | vp bank | annual report <strong>2002</strong><br />

Management IGT Intergestions Trust reg., Vaduz<br />

viktor büchel<br />

General Manager<br />

Representative Office Munich<br />

bernd siegel, Dr.<br />

Representative<br />

Representative Office Uruguay<br />

rafael kirschstein<br />

Representative<br />

Internal Auditors<br />

lorenz benz<br />

Head of Internal Audit<br />

nikolaus blöchlinger, lic. oec. HSG<br />

Certified Public Accountant<br />

Deputy Head of Internal Audit<br />

External Auditor<br />

ernst & young ag, bern


International Advisory Board<br />

hans brunhart<br />

Fürstlicher Rat<br />

Chairman<br />

rolf kormann, Dr. iur.<br />

Vice Chairman<br />

Former President of the Board of Management of VP Bank AG,<br />

Vaduz (FL)<br />

david beattie<br />

Former Ambassador of the United Kingdom to Switzerland and<br />

Liechtenstein, London (GB)<br />

max e. katz<br />

Chief Financial Officer and Member of the Board of Management,<br />

Kuoni Reisen Holding AG, Adliswil (CH)<br />

matthias kleinert<br />

Member of the Board of Directors with General Power of Attorney<br />

and head of politics and external relations, DaimlerChrysler AG,<br />

Stuttgart (D)<br />

michael kohn, Dr. h.c. sc. Techn<br />

President, Arbeitskreis Kapital und Wirtschaft (akw), Zurich (CH)<br />

daniel cardon de lichtbuer<br />

Honorary Chairman of the Board of Directors of Banque Bruxelles<br />

Lambert (BBL),<br />

Overijse (B)<br />

h.s.h. prinz nikolaus von und zu liechtenstein<br />

Ambassador of the Principality of Liechtenstein, Brussels (B)<br />

adolf e. real, dipl. Ing. ETH, MBA<br />

Chief Executive Officer of Verwaltungs- und Privat-Bank Aktiengesellschaft,<br />

Vaduz (FL)<br />

daniel n. regolatti<br />

Former Finance Director, Nestlé Group, Vevey (CH)<br />

heinrich treichl, Dr.<br />

Former General Manager and President of the Board of<br />

Management, Creditanstalt-Bankverein, Vienna (A)<br />

tjerk e. westerterp, Drs.<br />

Former President of the European Options Exchange,<br />

Amsterdam (NL)<br />

annual report <strong>2002</strong> | vp bank | page 25


page 26 | vp bank | annual report <strong>2002</strong><br />

Proximity


Corporate Governance<br />

This report describes the principles that underlie management<br />

and control at the uppermost echelon of Verwaltungs-<br />

und Privat-Bank AG, Vaduz, in compliance with<br />

Liechtenstein law as well as the Directive Governing<br />

Information on Corporate Governance (DCG) of the SWX<br />

Swiss Exchange that came into force on April 17, <strong>2002</strong>.<br />

Unless indicated otherwise, the information included<br />

herein reflects the status as at December 31, <strong>2002</strong>.<br />

1. Group structure and shareholders<br />

Verwaltungs- und Privat-Bank AG, Vaduz (hereinafter<br />

‘VP Bank’ or, alternatively, ‘the company’), is constituted as<br />

a joint-stock company under Liechtenstein law and is the<br />

parent company of the VP Bank Group.<br />

1.1 Group structure<br />

The organisation diagram shown on pages 18 and 24<br />

reflects the operative group structure of the VP Bank<br />

Group.<br />

The subsidiaries included in the scope of consolidation,<br />

as well as the entities in which the VP Bank Group holds a<br />

significant financial interest, are listed in the annual report<br />

by name, head office, share capital and percentage ownership<br />

(see page 25).<br />

1.2 Significant shareholders<br />

The following shareholders have reported owning shares<br />

that represent 5 % or more of the voting rights of VP Bank<br />

(qualified shareholders as per Art. 3a lit. h of the FL<br />

Banking Act [BankL]):<br />

Shareholders Total votes Voting rights % ownership of<br />

as % of total total share capital<br />

Stiftung Fürstlicher Kommerzienrat Guido Feger, Vaduz 9,005,000 48.4 15.4<br />

BZ Group Holding AG, Wilen 2,968,706 16.0 34.7<br />

Martin Hilti Familientreuhänderschaft, Schaan 2,118,430 11.4 6.5<br />

annual report <strong>2002</strong> | vp bank | page 27


To the best knowledge of VP Bank, there exist among<br />

the aforementioned significant shareholders no binding<br />

shareholder agreements or any other arrangements with<br />

regard to the shares they hold in VP Bank or the exercise<br />

of any related share rights.<br />

Pursuant to a resolution adopted at the annual general<br />

meeting of shareholders on April 27, 2001, VP Bank was<br />

entitled until October 27, <strong>2002</strong> to acquire up to 5 % of its<br />

own outstanding share capital. As at December 31, <strong>2002</strong>,<br />

VP Bank held bearer shares representing 4.95 % of its<br />

share capital.<br />

In the year under review, no transactions requiring disclosure<br />

under Art. 20 SESTA were made.<br />

1.3 Cross-shareholdings<br />

VP Bank has no cross-ownership of share capital or voting<br />

rights with any other companies.<br />

page 28 | vp bank | annual report <strong>2002</strong>


2. Capital structure<br />

2.1 Capital<br />

The share capital of VP Bank totals CHF 85.5 million,<br />

represented by 11,171,500 fully paid-in registered shares<br />

each with a par value of CHF 1.00, as well as 7,432,850<br />

bearer shares each with a par value of CHF 10.00 (see<br />

table under point 2.3 herein and page 44 of the financial<br />

report). VP Bank has no outstanding participation certificates<br />

or dividend-right certificates.<br />

2.2 Authorised and conditional capital<br />

No resolutions or regulations currently exist under which<br />

VP Bank could increase its conditional or authorised capital<br />

within the context of DCG.<br />

2.3 Changes in capital<br />

Based on a resolution adopted at the annual general meeting<br />

of shareholders on April 28, 2000, share capital was<br />

reduced from CHF 90 million to CHF 85.5 million (see arts.<br />

4 and 5 of the articles of incorporation). The following<br />

table illustrates this change:<br />

Status up to April 28, 2000 Status following implementation<br />

of resolution<br />

Number Capital in CHF Number Capital in CHF<br />

Registered shares 307,200 15,360,000.— 11,171,500 11,171,500.—<br />

Bearer shares 223,200 44,640,000.— 7,432,850 74,328,500.—<br />

Participation certs. 600,000 30,000,000.— 0 —.—<br />

Total 90,000,000.— 18,604,350 85,500,000.—<br />

annual report <strong>2002</strong> | vp bank | page 29


During the past three years, the capital of VP Bank underwent changes as follows:<br />

in CHF 1,000 2 12/31/2000 2 12/31/2001 12/31/<strong>2002</strong><br />

*<br />

Share capital 85,500 85,500 85,500<br />

Legal reserves 239,800 239,800 239,800<br />

Other reserves 208,000 339,090 408,090<br />

Provisions for general banking risks 1 177,150 177,150 137,150<br />

Balance sheet profit 165,855 108,023 2,027<br />

Total 876,305 949,563 872,567<br />

1 As reflected in the 2000 and 2001 financial reports, provisions<br />

for general banking risks are included in the item<br />

“Other liabilities“.<br />

2 In keeping with the implementation of Liechtenstein<br />

accounting rules applicable to <strong>2002</strong> annual financial<br />

statements, prior-year figures must, as a means of<br />

enhancing comparability, also be adjusted to reflect the<br />

use of the new accounting principles. The differences<br />

between current figures and those published in the 2001<br />

balance sheet are attributable to the differing valuation<br />

principles that have been applied. For reasons of practicality,<br />

the figures pertaining to the 2000 financial year<br />

have not been adjusted in reflection of the new rules.<br />

page 30 | vp bank | annual report <strong>2002</strong><br />

* The Verwaltungs und Privat-Bank Aktiengesellschaft is listed at the SWX<br />

Swiss Exchange.


2.4 Shares<br />

The bearer shares of VP Bank are freely tradable on the<br />

SWX Swiss Exchange, whereas the registered shares are<br />

not listed. Both share categories carry membership rights<br />

as stipulated by the Liechtenstein Civil and Company<br />

Code (‘CCC’) as well as VP Bank’s articles of incorporation.<br />

Holders of registered shares (each with a par value of<br />

CHF 1.00) as well as holders of CHF 10.00 par value bearer<br />

shares are entitled to vote at the annual general meeting<br />

of shareholders, regardless of the respective par value of<br />

such shares.<br />

2.5 Dividend-right certificates<br />

Since the conversion of its dividend-right certificates in<br />

accordance with a resolution adopted at the annual general<br />

meeting of shareholders on April 28, 2000 (see 2000 annual<br />

report), no dividend-right certificates, participation certificates<br />

or similar securities of VP Bank have been issued.<br />

2.6 Limitations on transferability, and nominee<br />

registrations<br />

Pursuant to the provisions of Art. 7 of the company’s articles<br />

of incorporation, the transfer of registered shares and<br />

their entry into the share register is limited to Liechtenstein<br />

citizens or associations domiciled in Liechtenstein whose<br />

membership rights are exercised by a majority of Liechtenstein<br />

citizens and whose beneficial owners comprise a<br />

majority of Liechtenstein citizens.<br />

In the period under review, no exceptions were made<br />

with regard to these restrictions. Any change to the aforementioned<br />

limitations requires a two-thirds majority vote<br />

of all shares that have been issued by the company.<br />

2.7 Convertible bonds and warrants/options<br />

VP Bank has issued no convertible bonds or warrants/<br />

options.<br />

annual report <strong>2002</strong> | vp bank | page 31


page 32 | vp bank | annual report <strong>2002</strong><br />

Appraisal


3. Board of Directors<br />

The Board of Directors bears responsibility for determining<br />

the medium- and long-term strategic orientation of the VP<br />

Bank Group. It is responsible for the overall management,<br />

supervision and control of the company. Liechtenstein law<br />

prescribes a clear separation between the functions performed<br />

by a company’s board of directors (i.e. overall<br />

management, supervision and control) and the operational<br />

functions performed by management. Accordingly, the<br />

Board of Directors of VP Bank consists solely of nonexecutive<br />

members (i.e. individuals are not actively<br />

involved in managing the day-to-day business dealings<br />

of the company).<br />

3.1 Members of the Board of Directors<br />

The Board of Directors of VP Bank comprises seven<br />

members, none of which during the past three financial<br />

years was a member of the management of VP Bank or<br />

any Group subsidiary company. No significant business<br />

connections exist that could impair the decision-making<br />

independence of the individual Board members or that<br />

of the company or its governing bodies.<br />

The following summary provides details on the name,<br />

age, function, date of appointment and remaining term<br />

of office of each member of the Board of Directors:<br />

Name Born Function Appointed to Board in Term of office until AGM in<br />

Hans Brunhart 1945 Chairman 1, 2 1994 2003<br />

Dr. iur. Guido Meier 1948 Vice-Chairman 1 1989 2004<br />

lic. oec. Markus Thomas Hilti 1951 Member 1 1992 2004<br />

Dr. iur. Matthias Donhauser 1958 Member 1996 2005<br />

Roland Feger 1956 Member 2 2001 2004<br />

Walo Frischknecht 1946 Member 2 <strong>2002</strong> 2005<br />

Prof. Dr. Beat Bernet 1954 Member <strong>2002</strong> 2005<br />

1 Member of the Committee of the Board of Directors<br />

2 Member of the Audit Committee<br />

annual report <strong>2002</strong> | vp bank | page 33


Hans Brunhart (born March 28, 1945; citizen of Liechtenstein)<br />

has been Chairman of the Board of Directors since<br />

1996, as well as Chairman of the Committee of the Board of<br />

Directors and Chairman of the Audit Committee of VP Bank<br />

(the latter position since March <strong>2002</strong>). He is also a board<br />

member of SFS Holding AG, Heerbrugg, Hilcona AG,<br />

Schaan, and the following Group subsidiaries: VPB Finanz<br />

Holding AG, Zurich; IGT, Vaduz; and S.T.A. Salmann Trust<br />

AG, Vaduz. Hans Brunhart is the proprietor of ECAG<br />

Euroconsult AG, Schaan, a company founded in 1993.<br />

Mr. Brunhart studied German philology at the universities<br />

of Freiburg/CH and Basle. In 1972, he was appointed head<br />

of Liechtenstein’s National Library and National Archives.<br />

On March 27, 1974, he was named by His Serene Highness<br />

Prince Franz Josef II of Liechtenstein to the position of<br />

Deputy Head of the Government Council and, on April 26,<br />

1978, Head of the Government Council of the Principality<br />

of Liechtenstein. Mr. Brunhart held the latter post during<br />

four terms of office until 1993.<br />

Dr. iur. Guido Meier (born January 8, 1948; citizen of<br />

Liechtenstein) is Vice-Chairman of the Board of Directors<br />

as well as a member of the Committee of the Board of<br />

Directors of VP Bank. Dr. Meier is President of the Council<br />

of Fiduciaries at ATU Allgemeines Treuunternehmen,<br />

Vaduz, as well as a partner in the legal practice of Meier &<br />

Holzhacker, Vaduz. He is also a trustee of the Stiftung<br />

Fürstlicher Kommerzienrat Guido Feger, Vaduz (see point<br />

1.2, ‘Significant shareholders’).<br />

Dr. Meier studied law at the University of Basle and spent<br />

a year of additional studies at the University of Tampa,<br />

Florida. At the Institute for International Law in Basle, he<br />

wrote his dissertation on intellectual property rights within<br />

the context of Liechtenstein corporate law. He received his<br />

doctoral degree in 1977, and passed the attorney exam in<br />

1979 successfully.<br />

From 1985 through 1993, Dr. Meier was a Liechtenstein<br />

Federal Court judge on a part-time basis, as well as a Federal<br />

Parliament representative from 1993 to 1997. Since 1986,<br />

he has held the office of President of the Liechtenstein<br />

Institute.<br />

Markus Thomas Hilti (born January 3,1951; citizen of<br />

Liechtenstein) is a Board member as well as a member of<br />

the Committee of the Board of Directors of VP Bank.<br />

page 34 | vp bank | annual report <strong>2002</strong><br />

Since 1990, he has also held the position of Managing<br />

Director of the Martin Hilti Familientreuhänderschaft,<br />

Schaan (see point 1.2, ‘Significant shareholders’).<br />

Following studies in business management at the<br />

University of St. Gallen, where he majored in finance and<br />

accounting (lic. oec. HSG), Mr. Hilti began his professional<br />

career in 1977 as an auditor with Coopers & Lybrand in<br />

White Plains N.Y. (USA). Since 1980, he has held various<br />

posts at Hilti Western Hemisphere, Tulsa (USA), among<br />

others in corporate finance, product management and<br />

sales. Ultimately, he was a member of the Management<br />

Board of Hilti Western Hemisphere until 1989 and bore<br />

responsibility for product management, procurement,<br />

development and quality assurance, as well as headed that<br />

company’s facility in Tulsa.<br />

Dr. iur. Matthias Donhauser (born June 20, 1958; citizen of<br />

Liechtenstein) is a member of VP Bank’s Board of Directors.<br />

He is an independent attorney and Vice-Chairman of the<br />

Board of Ivoclar Vivadent AG, Schaan, as well as a board<br />

member of Neutrik AG, Schaan.<br />

Dr. Donhauser studied law at the University of Vienna and<br />

received his iuris utruisque doctorate in 1983. After several<br />

legal internships, one at the Liechtenstein Federal Court,<br />

he continued his studies at the London School of Economics,<br />

where he received a “Master of Laws” degree in 1987.<br />

Since September 1989, Dr. Donhauser has been legal<br />

counsel and head of the legal department at Ivoclar Vivadent<br />

AG, Schaan, as well as acted as an independent attorney in<br />

Vaduz.<br />

Roland Feger (born December 26, 1956; citizen of<br />

Liechtenstein) is a Board member as well as a member of<br />

the Audit Committee of VP Bank. He also chairs the<br />

Executive Board of ATU Allgemeines Treuunternehmen,<br />

Vaduz, a subsidiary entity of the Stiftung Fürstlicher<br />

Kommerzienrat Guido Feger (see point 1.2, ‘Significant<br />

shareholders’).<br />

Mr. Feger successfully completed the federal examination<br />

in accountancy at AKAD in Zurich and then earned his<br />

Certified Fiduciary Expert degree at Zurich’s Chamber of<br />

Auditors. He subsequently worked in the field of finance<br />

and accounting at a number of companies in Switzerland<br />

and Liechtenstein. Since 1983, Mr. Feger has held various<br />

management positions in accounting, administration and<br />

organisation at Allgemeine Treuunternehmen, Vaduz.


Walo Frischknecht (born October 7, 1946; Swiss citizen)<br />

is a Board member as well as a member of the Audit<br />

Committee of VP Bank. He is Head of the Executive Board<br />

of BZ Bank Aktiengesellschaft, Wilen, a subsidiary of BZ<br />

Group Holding AG, Wilen (see point 1.2, ‘Significant<br />

shareholders’); Chairman of the Board of both Fundus<br />

Holding AG, Wilen, and Fundus Treuhand AG, Zürich;<br />

a board member of Allhost Holding, Wilen; as well as a<br />

trustee of the Frauenwinkel Foundation, Freienbach.<br />

Mr. Frischknecht is also a member and vice president<br />

of the Education Council of the Canton of Schwyz.<br />

Parallel to his career activities, Mr. Frischknecht completed<br />

various study programs and received the following<br />

degrees: Certified Business Economist KSZ, Certified<br />

Public Accountant, Certified Bookkeeper/Controller, as<br />

well as certification as a controller from the Controller-<br />

Akademie, Gauting (D).<br />

Mr. Frischknecht’s career has included positions at Price<br />

Waterhouse, Zurich, Revision AG, Zurich, as well as Bank<br />

Leu AG in Zurich where he was active as an auditor, controller<br />

and head of the accounting department. In addition,<br />

he was Group Controller of Leu Holding AG, Zug, and BZ<br />

Trust AG, Wilen.<br />

Outside of his professional activities, Mr. Walo Frischknecht<br />

from 1990 through 1996 was purser of the Municipal<br />

Council of Freienbach SZ, as well as mayor of that town.<br />

Prof. Dr. Beat Bernet (born December 7, 1954; Swiss<br />

citizen) is a member of the Board of Directors of VP Bank.<br />

He is a director of the Swiss Institute of Banking and Finance<br />

at the University of St. Gallen, as well as co-proprietor and<br />

Chairman of the Board of RUF Datensysteme AG, Schlieren.<br />

Dr. Bernet built up an international consulting organisation<br />

focused on banking and finance that today caters to more<br />

than 120 banks in ten countries. He also heads a number<br />

of major international projects in the areas of banking strategy<br />

and banking technology.<br />

Upon completing his studies in economics at the University<br />

of Zurich, where he majored in management, banking and<br />

accounting, he received his Dr. oec. publ. degree in 1981.<br />

In 1995, Dr. Bernet promoted to professor at the University<br />

of St.Gallen (HSG) and, in 1996, he was appointed Professor<br />

of Economics at HSG with special focus on banking.<br />

3.2 Other activities and vested interests<br />

The outside activities of Board members and any vested<br />

interests they may have can be ascertained from the<br />

biographies shown under point 3.1, above.<br />

As is customary for a universal bank, VP Bank maintains<br />

business relationships with numerous domestic and international<br />

companies. That also applies with regard to the<br />

natural persons and legal entities with whom the Board<br />

members are closely related. These business relationships<br />

in no way impair the independence or objectivity of the<br />

members of the Board of Directors.<br />

3.3 Cross-involvement<br />

No interlocking directorates exist among the Board members<br />

of VP Bank AG and any other listed companies.<br />

3.4 Elections and term of office<br />

Details on the election and terms of office for current<br />

members of the Board of Directors can be found in the<br />

table included in point 3.1, above. Pursuant to Art. 16 of<br />

the company’s articles of incorporation, the Board of<br />

Directors comprises a minimum of five members, each of<br />

whom is elected to a three-year term of office. Re-election<br />

is permissible.<br />

The Board elects the Chairman and Vice-Chairman from<br />

among its members for a term of office of three years.<br />

Re-election is permissible. The majority of Board members<br />

must be citizens of Liechtenstein.<br />

3.5 Internal organisational structure<br />

The internal organisation of the Board of Directors is<br />

governed by Arts. 16-19 of the articles of incorporation,<br />

as well as by the company’s Organisation and Business<br />

Rules (hereinafter, ‘OBR’).<br />

Pursuant to the provision of the articles of incorporation<br />

and OBR, the Board of Directors decides on the overall<br />

strategy, the medium- and long-term objectives, as well<br />

as the management guidelines of the VP Bank Group.<br />

At the proposal of the Board of Management, the Board<br />

decides on the annual budget (consolidated and at Group<br />

level), significant projects, individual company balancing<br />

and group financial statements, as well as important personnel-related<br />

issues.<br />

annual report <strong>2002</strong> | vp bank | page 35


3.5.1 Allocation of tasks within the Board of Directors<br />

The Chairman of the Board, or in his absence the Vice-<br />

Chairman, conducts on behalf of the Board the direct<br />

supervision and control of the Board of Management. To<br />

assist the Board in fulfilling its tasks in an optimal manner,<br />

it receives support from two committees: the Committee<br />

of the Board of Directors and the Audit Committee<br />

(as from March <strong>2002</strong>).<br />

3.5.2 Members list, tasks and area of responsibility<br />

for each committee of the Board of Directors<br />

The tasks, authorities, rights and obligations of the Committee<br />

of the Board of Directors and the Audit Committee<br />

are laid out in the OBR, and additionally for the Audit<br />

Committee in a separate set of regulations. As a rule,<br />

the respective committees meet five to ten times each year<br />

for half-day sessions. Minutes are taken of the matters<br />

addressed at each meeting and provided to the Board of<br />

Directors, Board of Management, the statutory auditors<br />

as well as the internal auditors. In addition, the Chairman<br />

of the Board provides information on important matters<br />

to the Board and senior management at the immediately<br />

following Board meeting.<br />

Committee of the Board of Directors (‘CBD’)<br />

The Committee of the Board of Directors currently comprises<br />

three members: Hans Brunhart (chair), Dr. Guido<br />

Meier and Markus Thomas Hilti. The tasks and authorities<br />

page 36 | vp bank | annual report <strong>2002</strong><br />

Global Understanding<br />

of the Committee of the Board of Directors encompass<br />

primarily the following:<br />

• making preparations for Board meetings;<br />

• determining the terms of employment and compensation<br />

of members of the Board of Management;<br />

• establishing the company’s personnel policy (including<br />

the salary system, qualifications system, appointments,<br />

promotions and employee benefits plans) as well as<br />

adopting the rules governing employees’ service to the<br />

company.<br />

Audit Committee (‘ACBD’)<br />

The functions of the Audit Committee of VP Bank are in<br />

keeping with the Swiss Code of Best Practice as promulgated<br />

by economiesuisse. The Audit Committee performs<br />

only preparatory and advisory tasks on behalf of the<br />

Board of Directors. It currently comprises three members:<br />

Hans Brunhart (chair), Walo Frischknecht and Roland<br />

Feger. Their term of office is three years, and re-election<br />

is possible.<br />

The Audit Committee meets at the invitation of its Chairman<br />

as often as business matters require. Participating at these<br />

meetings are normally the Chief Financial Officer, Head<br />

of Internal Audit and, if necessary, the Chief Executive<br />

Officer, lead auditor of the statutory auditors, as well as the<br />

Head of Controlling, Head of Risk Controlling and/or other<br />

individuals.


3.5.3 Working methods of the Board of Directors and<br />

its committees<br />

In the <strong>2002</strong> financial year, the Board of Directors met for<br />

eleven half-day sessions. In addition, the committees held<br />

a total of thirteen half-day meetings. The agendas for<br />

BOD, CBD and ACBD meetings are set by their respective<br />

chairs. The Board of Directors and its committees encourage<br />

a regular exchange of ideas and opinions with the<br />

operative management personnel of the company, in particular<br />

during the meetings of those governing bodies.<br />

3.6 Definition of areas of responsibility<br />

The Board of Directors bears ultimate responsibility for<br />

determining the strategic orientation of the VP Bank Group.<br />

In keeping with the applicable legal provisions, the Board<br />

of Directors (except in the case of IGT, Vaduz, as per OBR)<br />

has delegated to the parent branch’s Board of Management<br />

responsibility for the operative business management<br />

of VP Bank, as well as the overall management, supervision<br />

and control of the VP Bank Group’s subsidiaries.<br />

The functional separation in this regard can be ascertained<br />

from the organisational diagram presented on page 18 to<br />

23 of this annual report.<br />

3.7 Information and control instruments vis-à-vis<br />

senior management<br />

The Board of Directors of VP Bank and its committees have<br />

at their disposal the following information and control<br />

instruments:<br />

• regular verbal and written reports from the Board of<br />

Management pertaining to the company’s current<br />

course of business;<br />

• monthly reports on the individual company balancing of<br />

the parent company and subsidiaries, with comparisons<br />

to budgeted and prior-year amounts, as well as information<br />

on the consolidated figures of the VP Bank Group;<br />

• monthly reports on asset and liability management,<br />

risk management and risk controlling, as well as securities<br />

held in the company’s proprietary trading account;<br />

• the Internal Audit team, which works in accordance<br />

with internationally recognised standards of the Swiss<br />

Association for Internal Auditing (SVIR/SAIA); and the<br />

Audit Committee, which assesses and approves the<br />

audit planning, audit activities and related reporting,<br />

as well as monitors the implementation of agreed-upon<br />

improvements.<br />

All such reports are handled by the appropriate governing<br />

bodies pursuant to the competency regulations defined in<br />

the OBR.<br />

annual report <strong>2002</strong> | vp bank | page 37


page 38 | vp bank | annual report <strong>2002</strong><br />

Implementation


4. Board of Management<br />

The Board of Management is responsible for the operative<br />

management of the parent company, and simultaneously<br />

manages the business activities of the VP Bank Group. Its<br />

authorities and tasks are defined in the organisation and<br />

business regulations (“Organisations- und Geschäftsreglement“<br />

OGR) and functional descriptions that have been<br />

drawn up for each member of the Board of Management.<br />

The Chief Executive Officer bears responsibility for the<br />

overall management and interdivisional coordination of the<br />

company.<br />

4.1 Members of senior management<br />

As of April 1, 2003, the Board of Management comprised<br />

the following individuals:<br />

Name/given name Born Function Joined VP Bank in BOM member since<br />

Adolf E. Real 1954 Chief Executive Officer 1983 since 1989 (CEO since 1998)<br />

Fredy Vogt 1958 Chief Financial Officer 1987 1996<br />

Georg Wohlwend 1963 Head of Trust Banking Division 1994 1998<br />

André Ruppli 1960 Head of Investment Management Division 2001 2001<br />

Ernst Näf 1 1958 Head of Private Clients Division 2003 2003<br />

1 as of September 1, 2003<br />

annual report <strong>2002</strong> | vp bank | page 39


Adolf E. Real (born July 31, 1954; citizen of Liechtenstein)<br />

has been a member of the Board of Management since<br />

January 1, 1989, and has held the position of Chief<br />

Executive Officer of VP Bank, Vaduz, since May 1, 1998.<br />

Mr. Real is Chairman of the Board of VP Bank (Luxembourg)<br />

S.A., Luxembourg, as well as a board member of<br />

VP Bank and Trust Company (BVI) Limited, British Virgin<br />

Islands. He studied agronomy at Zurich’s Federal Polytechnic<br />

Institute (Dipl. Ing. ETH), business management at<br />

the University of St. Gallen, and received his Master of<br />

Business Administration (MBA) degree from the University<br />

of San Diego, USA.<br />

Mr. Real joined VP Bank in 1983. As head of the Production<br />

Division, he was appointed to the Board of Management<br />

in 1989. The Board of Directors in 1996 appointed him<br />

to become Chief Executive Officer as of the 1998 annual<br />

general meeting of shareholders. Effective April 2003,<br />

Mr. Real, in his capacity as CEO, is also to bear responsibility<br />

for the following central staff offices: Group Marketing<br />

and Business Development, Corporate Communications<br />

and Human Resources Management.<br />

Since January 25, <strong>2002</strong>, Adolf E. Real has been President<br />

of the Liechtenstein Bankers Association.<br />

Fredy Vogt (born September 11, 1958; citizen of Liechtenstein)<br />

has been a member of the Board of Management<br />

of VP Bank, Vaduz, since April 20, 1996. Mr. Vogt is Chief<br />

Financial Officer of VP Bank and the VP Bank Group;<br />

Vice-Chairman of the Board of VP Bank (Switzerland) AG,<br />

Zurich; as well as a board member of VP Bank (Luxembourg)<br />

S.A., Luxembourg, Verwaltungs- und Privat-Bank<br />

and Trust Company (BVI) Limited, Tortola (British Virgin<br />

Islands), IFOS Internationale Fonds Service AG, Vaduz,<br />

VP Bank Fondsleitung AG, Vaduz, Proventus Trust AG,<br />

Vaduz, FIB Finanz- und Beteiligungs-AG, Vaduz, S.T.A.<br />

Salmann Trust AG, Vaduz, and Finarbit AG, Küsnacht.<br />

page 40 | vp bank | annual report <strong>2002</strong><br />

Parallel to his business activities, Mr. Vogt has earned<br />

“Certified Bookkeeper/Controller” and “Certified Public<br />

Accountant” degrees.<br />

Mr. Vogt began his business career in 1979 with the<br />

Liechtensteinischen Landesbank, Vaduz. Subsequently,<br />

he worked in the trust business and as an external auditor<br />

in a senior position at AREVA AG, Vaduz. He joined<br />

VP Bank in 1987 as deputy head of the Internal Audit<br />

department. He has been a member of the Board of<br />

Management since 1996 and is responsible for finance,<br />

corporate clients and intermediaries. As of April 2003, he is<br />

to assume the function of Chief Financial Officer and will<br />

head the subsidiary banks as well as the Group Finance<br />

and Law and Compliance central staff offices.<br />

In addition, Fredy Vogt currently holds office as Chairman<br />

of the Supervisory Board of Liechtenstein’s AHV-IV-FAK<br />

foundations.<br />

Georg Wohlwend (born May 26, 1963; citizen of Liechtenstein)<br />

has been a member of the Board of Management<br />

of VP Bank, Vaduz, since April 24, 1998. He is Head of the<br />

Trust Banking business unit of VP Bank; Chairman of the<br />

Board of VP Bank (Switzerland) AG, Zurich; as well as a<br />

board member of VP Bank Fondsleitung Aktiengesellschaft,<br />

Vaduz, and IFOS Internationale Fonds Service Aktiengesellschaft,<br />

Vaduz.<br />

Mr. Wohlwend studied information management (lic. oec.)<br />

and successfully completed the Swiss Banking School.<br />

His professional career began at the University of Zurich,<br />

where he worked at the Institute for Information Management<br />

on the implementation of a prototyping tool. In 1992,<br />

Mr. Wohlwend joined Ancoma AG as a project manager<br />

and, from 1992 through 1993, participated in a continuing<br />

education programme of the Martin Hilti Foundation in<br />

Tulsa (USA). In 1994, he joined VP Bank’s Organisation<br />

department. From 1996 through 1998, he headed that<br />

department and was Deputy Head of the Logistics Division.<br />

Since his appointment to the Board of Management in


April 1998, Mr. Wohlwend has borne responsibility for the<br />

Production and Information Technology divisions. As of<br />

April 2003, he is to assume responsibility for the Trust<br />

Banking business unit and its Trust Banking, Corporate<br />

Clients and Information Technology divisions.<br />

Georg Wohlwend is a Council member of the<br />

Liechtenstein Technical College.<br />

André Ruppli (born April 30, 1960; Swiss citizen) has<br />

been a member of the Board of Management of VP Bank,<br />

Vaduz, since December 1, 2001. Mr. Ruppli heads the<br />

Investment Management business unit, is Chairman of the<br />

Board of both IFOS Internationale Fonds Service AG,<br />

Vaduz, and VP Bank Fondsleitung AG, Vaduz, and is a<br />

board member of S.T.A. Salmann Trust AG, Vaduz.<br />

Mr. Ruppli studied political science and history at Sophia<br />

University in Tokyo (Japan), where he graduated with a<br />

Bachelor of Arts degree. He subsequently earned a Master<br />

of Arts degree in economics and political science from the<br />

University of Chicago, USA.<br />

He began his professional career in 1987 as an analyst with<br />

Swiss Bank Corporation’s London subsidiary. From 1989<br />

through 1992, he transferred to that company’s Zurich head<br />

offices, where held the position of Senior Fund Manager<br />

for institutional investors and fund management companies.<br />

From 1993 through 1996, he was Chief Investment Officer<br />

and Head of Asset Management at SBC’s offices in Singapore.<br />

Afterwards, he held the position of Chief Investment<br />

Officer and Head of Portfolio Management at Deutsche<br />

Bank (Singapore) until 1998, and from 1998 through 2000<br />

was Chief Investment Officer and Head of Dresdner Bank’s<br />

Investment Centre in Singapore. In 2000, Mr. Ruppli<br />

assumed the post of Global Chief Investment Officer at<br />

Dresdner Private Banking International in Zurich. He joined<br />

VP Bank in December of 2001 as Chief Investment Officer<br />

and member of the Board of Management. As of April 2003,<br />

he is to assume responsibility for the Investment Management<br />

business unit.<br />

Ernst Näf (born August 3, 1958; Swiss citizen) will join VP<br />

Bank on September 1, 2003, as a member of the Board of<br />

Management and head the Bank’s Private Clients Division.<br />

Upon conclusion of his education in trade and commerce,<br />

Mr. Näf received a federally certified banking specialist<br />

diploma and subsequently completed studies at the Swiss<br />

Banking School. From his participation in the<br />

“Management Development Program” at UBS, he earned<br />

“Senior Executive” certification and later attended a continuing<br />

education course for senior executives at New York<br />

University.<br />

At UBS, Mr. Näf has gained many years of management<br />

experience in various functions and segments within the<br />

banking industry, as well as a solid understanding of<br />

Private Banking and Corporate Clients Business.<br />

4.2 Other activities and vested interests<br />

The outside activities of Board of Management members<br />

and any vested interests they may have can be ascertained<br />

from the biographies shown under point 4.1.<br />

4.3 Management contracts<br />

VP Bank has concluded no management contracts with<br />

third parties pertaining to the delegation of management<br />

functions.<br />

annual report <strong>2002</strong> | vp bank | page 41


Exchange<br />

5. Compensations, shareholdings<br />

and loans<br />

5.1 Content and method of determining the<br />

compensation and share-ownership programs<br />

Members of the Board of Directors receive compensation<br />

for assuming the obligations and responsibilities conferred<br />

upon them by law and the company’s articles of incorporation.<br />

The relevant amount is determined annually by the<br />

full Board of Directors and distributed among its members<br />

according to the demands placed on them and the scope of<br />

their responsibility (Art. 20 of the articles of incorporation).<br />

The Committee of the Board of Directors determines the<br />

salaries, bonuses and other monetary compensation for<br />

the members of the Board of Management. The Board<br />

of Management of VP Bank is remunerated on the basis<br />

of a multi-level compensation package, in which a portion<br />

depends on the individual performance and an additional<br />

portion upon the annual financial result of VP Bank. The<br />

variable component of between 10 % and 30 % of the individual<br />

total compensation is based on the achievement of<br />

annually preestablished individual performance objectives<br />

as well as of the consolidated net earnings of the company.<br />

Any compensation for special functions, such as standing<br />

as board membership of a subsidiary company or as<br />

trustee of the pension fund, is included in the individual’s<br />

base salary.<br />

page 42 | vp bank | annual report <strong>2002</strong><br />

5.2 Compensations for acting members of governing<br />

bodies<br />

In the <strong>2002</strong> financial year, compensations of a total amount<br />

of TCHF 2.636 (including bonus payments as well as pension<br />

fund and cadre insurance contributions) was paid to<br />

the four members of the Board of Management and an<br />

additional member who left the company during the year<br />

under review.<br />

Over the same period, a total of TCHF 770 (including business<br />

expenses and employee contributions to AHV) was<br />

paid to the seven members of the Board of Directors and<br />

three members who resigned from the Board during the<br />

year under review. In addition, the seven acting Board<br />

members received 20 % of their total entitlement to compensation<br />

in the form of VP Bank shares (see point 5.4,<br />

below, ‘Share allotment in the year under review’).<br />

No severance compensation was paid to those individuals<br />

who during the <strong>2002</strong> financial year ceased their capacity as<br />

a member of a governing body of the company.<br />

5.3 Compensation for former members of governing<br />

bodies<br />

In the <strong>2002</strong> financial year, no compensation was paid to<br />

former members of the Board of Directors or Board of<br />

Management who departed in 2001 or any earlier year.


5.4 Share allotment in the year under review<br />

In the <strong>2002</strong> financial year, members of the Board of<br />

Directors and Board of Management were allotted a total<br />

of 1,759 bearer shares of VP Bank (CHF 10 par value),<br />

of which Board members received 964 shares and members<br />

of the Board of Management received 795 shares.<br />

No party closely related to these governing bodies<br />

received any allotment of shares.<br />

5.5 Share ownership<br />

In toto, members of the Board of Management and parties<br />

closely related to them held as at December 31, <strong>2002</strong>,<br />

a total of 8,946 shares of VP Bank AG, Vaduz.<br />

In toto, members of the Board of Directors and parties<br />

closely related to them (albeit excluding the qualified<br />

shareholders indicated in point 1.2, above, ‘Significant<br />

shareholders’) held as at December 31, <strong>2002</strong>, a total<br />

of 116,600 shares of VP Bank AG, Vaduz.<br />

5.6 Options<br />

VP Bank has issued no options on its equity securities or<br />

any other derivative financial instruments.<br />

5.7 Additional fees and remunerations<br />

In connection with agency services provided within the<br />

framework of normal banking activities, VP Bank also<br />

remunerates legal entities who could be deemed to be<br />

closely related to members of the company’s governing<br />

bodies. Such payments correspond to customary conditions<br />

within the financial services industry. Existing<br />

Liechtenstein laws governing client secrecy do not permit<br />

disclosure of the precise amounts of such payments.<br />

5.8 Loans to members of governing bodies<br />

As at December 31, <strong>2002</strong>, the following loans were outstanding<br />

to members of the Board of Directors, Board of<br />

Management, as well as parties closely related to those<br />

individuals:<br />

in CHF 1000 Number of Total loans Interest rate Term to maturity Type of loan/<br />

persons range collateral<br />

Board of Management and Unlimited Lombard<br />

related parties 2 2,620 2.5 % - 3.25 % 2-4 years or in cases unlimited Mortgages<br />

Board of Directors and<br />

related parties, as well as 1 /2 year or in cases unlimited Lombard -as well asqualified<br />

shareholders 5 93,747 2.5 % - 3.5 % 3 years or in cases unlimited Mortgages<br />

Total 7 96,367<br />

annual report <strong>2002</strong> | vp bank | page 43


5.9 Highest total compensation<br />

The highest total compensation (including employee contributions<br />

to AHV), which was paid by VP Bank to a single<br />

member of the Board of Directors in the <strong>2002</strong> financial<br />

year, amounted to TCHF 338 in addition to an allotment of<br />

533 bearer shares valued at a total of TCHF 80.<br />

page 44 | vp bank | annual report <strong>2002</strong><br />

6. Shareholders’ participation<br />

6.1 Voting-rights and representation restrictions<br />

Each registered and each bearer share of VP Bank AG,<br />

regardless of the respective par value, is entitled to one<br />

vote at the company’s annual general meeting of shareholders.<br />

All shareholders may either attend in person or<br />

have their shares represented by some other shareholder<br />

by force of a written power of attorney (proxy). The company<br />

has enacted no voting-rights restrictions or statutory<br />

group clauses.<br />

6.2 Statutory quorums<br />

Amendments to the company’s articles of incorporation<br />

with regard to a change in the relationships of bearer<br />

shares to registered shares (Art. 4 para. 2 of the articles of<br />

incorporation), as well as to the provisions governing the<br />

limitation on entry of registered shares into the company’s<br />

share register (Art.7 para. 2 of the articles of incorporation)<br />

require the approval of at least two-thirds of all outstanding<br />

VP Bank voting rights.<br />

6.3 Convocation of the general meeting of<br />

shareholders<br />

The convocation of a general meeting of shareholders<br />

occurs in accordance with valid legal provisions and the<br />

conditions laid down in Art. 11 of the company’s articles<br />

of incorporation.


6.4 Agenda<br />

The determination of the agenda at such meetings is made<br />

in accordance with valid legal provisions and the conditions<br />

laid down in Arts. 11 - 14 of the company’s articles of<br />

incorporation.<br />

6.5 Inscriptions into the share register/Invitation to<br />

the general meeting of shareholders<br />

Holders of registered shares whose names have been<br />

recorded in the company’s share register on the relevant<br />

deadline date (i.e. 21 days prior to the general meeting of<br />

shareholders as per Art. 11 para. 1 of the company’s articles<br />

of incorporation), as well as holders of bearer shares<br />

whose securities are on deposit with VP Bank on said<br />

deadline, receive an invitation to the general meeting of<br />

shareholders and the related agenda posted to the address<br />

known to VP Bank at the time of shipment. By returning<br />

the enclosed response form, shareholders are issued entry<br />

passes along with the relevant voting material.<br />

An invitation to the general meeting of shareholders is also<br />

published in Liechtenstein newspapers and the Swiss<br />

financial press.<br />

Commitment<br />

7. Changes of control and defence<br />

measures<br />

The provisions of SESTA governing public takeover offers<br />

are applicable to companies domiciled in Switzerland.<br />

Accordingly, the articles of incorporation of VP Bank<br />

contain no clauses pertaining to changes of control or to<br />

the obligation to make a full tender offer.<br />

annual report <strong>2002</strong> | vp bank | page 45


8. External Auditors<br />

8.1 Duration of the mandate and term of office of<br />

the lead auditor<br />

Ernst & Young AG, Bern (formerly, ATAG Ernst & Young<br />

AG) have been the auditors of Verwaltungs- und Privat-<br />

Bank AG as per CCC since 1956, as well as group auditors<br />

of the VP Bank Group since 1994. Ernst & Young AG also<br />

executes the mandate as statutory auditors within the<br />

context of Art. 37 ff. BankL.<br />

The lead auditor has borne responsibility for the mandate<br />

since 2000.<br />

8.2 Auditing fees<br />

In the <strong>2002</strong> financial year, Ernst & Young charged the<br />

VP Bank Group fees in the amount of approximately TCHF<br />

1,296 for services rendered in connection with the statutory<br />

audit of VP Bank’s annual financial statements and<br />

those of a majority of the Group’s subsidiary companies<br />

(banks and non-banks), as well as the audit of the VP Bank<br />

Group’s consolidated financial statements. Included in<br />

the latter are mandates to act as statutory auditors for the<br />

following companies:<br />

•Verwaltungs- und Privat-Bank Aktiengesellschaft, Vaduz<br />

• VP Bank (Switzerland) AG, Zurich<br />

• VP Bank (Luxembourg) S.A., Luxembourg<br />

• VP Bank and Trust Company (BVI) Limited, Tortola<br />

page 46 | vp bank | annual report <strong>2002</strong><br />

8.3 Additional fees<br />

Ernst & Young provided further audit-related services to<br />

the VP Bank Group, as well as legal and tax advisory<br />

services, for a total charge of approximately TCHF 980.<br />

These audit-related services and investigations were<br />

provided, among other things, in connection with the<br />

implementation of various new regulatory provisions and<br />

for accompanying a project focused on the introduction<br />

of IFRS accounting standards.<br />

8.4 Supervisory and control instruments pertaining<br />

to the audit<br />

The Audit Committee assesses on an annual basis the<br />

performance, remuneration and independence of the<br />

statutory auditors and Group audit, as well as submits to<br />

the Board of Directors a proposal as to which external<br />

auditing firm should be recommended for election at the<br />

annual general meeting of shareholders. The Audit<br />

Committee also examines each year the planning and<br />

procedures related to the audit, and discusses the results<br />

of the audit with the external auditors.


9. Information policy<br />

The legally prescribed disclosures made by VP Bank<br />

acquire legal force by publication in Liechtenstein’s official<br />

commercial notification media (Art. 25 para. 1 of the<br />

company’s articles of incorporation).<br />

VP Bank provides frank, transparent, comprehensive and<br />

timely information to shareholders and the capital markets.<br />

The information policy of VP Bank is focused on the principle<br />

of equal treatment of all capital market participants.<br />

Aside from its detailed annual report that is drawn up in<br />

accordance with FER/ARR standards, as well as the 2003<br />

semi-annual report that will be prepared in accordance<br />

with International Financial <strong>Report</strong>ing Standards IFRS<br />

(formerly IAS), VP Bank provides additional information to<br />

its shareholders and the capital markets by means of media<br />

releases that address current developments and changes<br />

at the company. As a company listed on the SWX Swiss<br />

Exchange, VP Bank is subject in particular to the obligation<br />

to disclose without delay any price-sensitive facts (ad hoc<br />

publicity obligation).<br />

Agenda<br />

2003 annual shareholders’ meeting April 25, 2003<br />

2003 semi-annual report September 2, 2003<br />

Investors and other interested parties may access additional<br />

information on the company, as well as its articles of<br />

incorporation, at the Website www.vpbank.com<br />

Contact<br />

Verwaltungs- und Privat-Bank Aktiengesellschaft<br />

Kim-My Schefer<br />

Head Corporate Communications<br />

Aeulestrasse 6<br />

FL 9490 Vaduz<br />

Telephone +423 235 66 33<br />

Fax +423 235 76 38<br />

corporate.communications@vpbank.com<br />

www.vpbank.com<br />

annual report <strong>2002</strong> | vp bank | page 47


page 48 | vp bank | annual report <strong>2002</strong>


Relationship<br />

Wealth management à la VP Bank<br />

a single source; a multitude of capabilities<br />

Activities of the Private Clients Division<br />

Private Banking, Personal Banking<br />

The Private Clients Division of VP Bank provides personalized<br />

services aimed at safeguarding and increasing<br />

the financial assets of our clients.<br />

Private Banking – based on a relationship of personal trust<br />

VP Bank offers to a wealthy, international clientele comprehensive<br />

advice and a full range of services that are adapted<br />

to each class of asset. We are of the firm conviction that<br />

we can only fulfil the needs of our clients by taking a holistic<br />

approach to wealth management. Needless to say,<br />

the direct interaction between client and advisor is central<br />

to those efforts. Long-term success and wealth accumulation<br />

can only come about when the client’s entire portfolio<br />

of assets has been thoroughly analyzed and integrated into<br />

an overall investment concept. And a prerequisite for that<br />

is a long-term partnership built on intimacy and trust.<br />

That, indeed, is our perception of what private banking is<br />

all about.<br />

Personal Banking – where reliability and the exploitation<br />

of synergies count the most<br />

VP Bank is locally anchored and internationally linked.<br />

And that fact makes it particularly attractive for regional<br />

private customers to enter into a banking relationship with<br />

us. Regional proximity and local presence make VP Bank<br />

an ideal partner for everyday banking business. And taking<br />

centre stage in this regard is the emphasis we place on<br />

the efficient and professional handling of all types of<br />

transaction, providing support in investment matters, as<br />

well as the financing of private transactions. A wide array<br />

of beneficial synergies are at the disposal of high-networth<br />

individuals.<br />

In the <strong>2002</strong> financial year, we redoubled our efforts to<br />

provide the utmost in personalized services. We resolutely<br />

orient our in-house processes towards client needs so<br />

that we can continually improve the quality as well as the<br />

efficiency of our service and advice, even in the face of a<br />

challenging business and securities-market environment.<br />

Our innovative “more4u” e-banking solution has proved to<br />

be a valuable instrument and offers clients an ideal means<br />

of conducting their banking transactions electronically.<br />

annual report <strong>2002</strong> | vp bank | page 49


Activities of the Trust Banking Division<br />

Trust Banking, Corporate Clients and IT<br />

Our Trust Banking Division provides services to external<br />

trust administrators and asset managers, as well as to<br />

commerce and industry. It also develops and enhances<br />

customer-specific IT solutions.<br />

Trust Banking – strong partnerships with trust administrators<br />

and asset managers<br />

Independence, professional competence and focused advice<br />

– those are attributes sought by external trust officers and<br />

asset managers. They work on behalf of their mandators,<br />

and the sense of true partnership that they share with us is<br />

a key element in our business relationship. That requires<br />

efficiency in the way instructions and transactions are carried<br />

out – something which, for us, is a matter of course. The<br />

Principality of Liechtenstein affords ideal conditions and outstanding<br />

infrastructure for the activities of fiduciaries and<br />

money managers. We know our home market, yet our reach<br />

is international - two prerequisites for a long-term partnership<br />

built on trust. Clients value our tailor-made Internet banking<br />

platform “VP Link” and make regular use of it.<br />

Our firmly anchored regional presence earns the trust<br />

of corporate customers<br />

Many large and medium-sized companies in Liechtenstein and<br />

the surrounding region know us as solid partners for the funding<br />

of specific projects. Our client advisors visit them regularly<br />

in order to gain a keen personal understanding of the business<br />

circumstances and activities of those corporate customers.<br />

page 50 | vp bank | annual report <strong>2002</strong><br />

Partnership<br />

Together, we design tailored solutions to meet their needs.<br />

That is also the way we go about our mortgage-lending activities.<br />

And thus the circle closes quickly: entrepreneurs know<br />

us for our reliability in arranging short-term borrowing facilities;<br />

private individuals know us as providers of financing for their<br />

house. This demonstrates that we are indeed a personal partner<br />

– not just for the present, but also for many years to come.<br />

In the recent past, we have not let it suffice to focus our<br />

activities solely on the Principality of Liechtenstein, but have<br />

instead extended our reach into the surrounding region.<br />

As a result, we have attracted an even broader client base.<br />

Information Technology – in the service of our clients<br />

By introducing a central data-warehouse solution, VP Bank<br />

established a platform for the continuing development of the<br />

Bank’s Zurich and British Virgin Islands subsidiaries. With this<br />

system, each branch’s client-specific identification data remain<br />

locally stored in its own discrete database. The “Titan” project<br />

is implementing a modular, highly redundant network<br />

throughout the VP Bank Group, a mechanism so flexible that<br />

it enables the Bank to assess the IT and business needs that<br />

will arise over the next decade. Thanks to an optimization project,<br />

we have been able to realize a 25 % reduction in the costs<br />

associated with providing financial information services. A new<br />

cost-allocation scheme based on a service level agreement<br />

enables detailed underlying and production costs to be tracked.<br />

That, in turn, optimizes our IT cost structure and frees up<br />

financial resources for targeted deployment wherever the<br />

greatest client benefit is to be achieved.


Client Investment Management, Bank Capital<br />

Management and Production<br />

Clients and their investment needs take center stage.<br />

The portfolio management activities of VP Bank are<br />

designed to meet the needs of both private and institutional<br />

investors. Investment funds are just as integral to<br />

our spectrum of services as are client order execution,<br />

financial advice and tailored investment strategies.<br />

Product development is yet another task handled by<br />

our Investment Management team.<br />

Our Backoffice and Settlement departments enhance<br />

efficiency and ensure the quality and reliability of the<br />

Bank’s securities trading activities.<br />

Investment Management: Half of the gain is based on<br />

information...<br />

Without knowledge, no advice can be given. The key to<br />

fostering a personal relationship and close partnership with<br />

clients is information, combined with in-depth knowledge<br />

of the financial markets and specific investment vehicles.<br />

Our Investment Management group investigates, analyzes<br />

and compiles the relevant market-related information.<br />

It anticipates trends and developments, responds<br />

accordingly and creates proprietary investment products.<br />

VP Bank makes every effort to pass on information to<br />

clients as quickly and appropriately as possible – so that<br />

tomorrow as well as today they have tangible evidence<br />

of their being at the bank that is right for them.<br />

Intelligence<br />

Activities of the Investment Management Division<br />

Professional capital management: ...the other half<br />

comes from know-how<br />

For us, portfolio management means permanently safeguarding<br />

and continually increasing the wealth of our<br />

clients. And to achieve that goal, our investment specialists<br />

work round-the-clock in the conscientious and professional<br />

administration of our clients’ investments.<br />

VP Bank Fondsleitung AG administers the investment<br />

funds that have been created by the parent bank. It monitors<br />

the product portfolio on an ongoing basis and adapts it<br />

to the needs of clients and circumstances in the financial<br />

markets. Moreover, our IFOS Internationale Fonds Service<br />

AG subsidiary is a fund management company in accordance<br />

with Liechtenstein law. Its range of services encompasses<br />

the founding and administration of third-party<br />

investment funds. Thus IFOS affords institutional investors<br />

such as asset management, trust and insurance companies,<br />

as well as occupational benefits plans, the opportunity to<br />

establish their own investment funds.<br />

Our Product Management unit is embedded in this<br />

VP Bank division. It bears responsibility for the targeted<br />

development of new products aimed at meeting our<br />

clients’ needs both today and in the future.<br />

Over the past years, our Backoffice and Settlement departments<br />

have resolutely focused on enhancing the efficiency<br />

and professionalism of the Bank’s internal processes. As a<br />

result, we have been able to realize significant increases<br />

both in the cost-effectiveness and quality of our activities<br />

in the area of securities settlement and administration.<br />

annual report <strong>2002</strong> | vp bank | page 51


Activities of Subsidiaries and<br />

Representative Offices<br />

VP Bank is among the three largest banks in Liechtenstein,<br />

and a member of the Liechtenstein Bankers’ Association.<br />

33,000 people live in the Principality of Liechtenstein,<br />

a country with a land area of 160 square kilometers at the<br />

heart of Europe. This central position, coupled with<br />

political stability, has greatly benefited the Principality’s<br />

development. The financial sector has exhibited strong<br />

growth, particularly in the ‘90s when it grew by 100 percent.<br />

The Principality maintains international ties at all levels.<br />

63 percent of the workforce are foreigners, and 34.4 percent<br />

of residents are from abroad. 17 banks operate<br />

within the country.<br />

VP Bank (Switzerland) AG, Zurich (CH)<br />

VP Bank (Switzerland) AG was founded in 1998 and today<br />

offers a comprehensive range of services for high-networth<br />

individuals, independent asset managers, attorneys<br />

and fiduciaries. Personalised client advice, combined with<br />

the utmost in discretion, professionalism and financial<br />

know-how, are the central elements of this subsidiary’s<br />

business philosophy. By its presence in Zurich, the VP Bank<br />

Group underlines the importance of the Swiss financial<br />

marketplace and its 200-year tradition of private banking.<br />

Board of Management: Dr. Stefan Gugger (President),<br />

Urs Müller<br />

<strong>2002</strong> Assets under management: CHF 1,453.7 million<br />

Balance sheet total: CHF 168.7 million<br />

Net income: CHF 1.4 million<br />

page 52 | vp bank | annual report <strong>2002</strong><br />

VP Bank (Luxembourg) SA, Luxembourg<br />

The core business activities of this subsidiary are devoted<br />

to private banking, the investment fund business, as well<br />

as money-market operations. Luxembourg is one of the<br />

preferred financial centres for private clients from the four<br />

corners of the globe. The Grand Duchy also commands<br />

a leading world position in the investment fund area.<br />

VP Bank (Luxembourg) S.A. was founded in 1988 and<br />

is the only bank in the Grand Duchy with a Liechtenstein<br />

parent organisation. As a legally independent financial<br />

institution, it is subject to supervision by the regulatory<br />

authorities of Luxembourg. Since 1998, the asset management<br />

company, VPB Finance S.A., has been a part of<br />

VP Bank Luxembourg S.A.<br />

Board of Administration: Anton Engler (President until<br />

March 31, 2003), Hans Gerner and Yves de Vos<br />

<strong>2002</strong> Assets under management: CHF 2,523.6 million<br />

Balance sheet total: CHF 1,611.3 million<br />

Net income: CHF 5.7 million<br />

VP Bank and Trust Company (BVI) Limited, British<br />

Virgin Islands<br />

Formed in 1995 within the scope of a joint venture with<br />

Allgemeine Treuhandunternehmen (ATU), Vaduz (FL),<br />

VP Bank and Trust Company (BVI) Ltd. is a holding entity<br />

that encompasses a bank, a trust company, a fund management<br />

company and a firm involved in the insurance business.<br />

In <strong>2002</strong>, the continuing diversification of this subsidiary’s<br />

commercial activities was pursued further. Clients particu-


Luxembourg<br />

Vaduz<br />

larly appreciate the specifically tailored packages of<br />

services they receive from VP Bank and Trust Company.<br />

General Manager: Dr. Peter Reichenstein<br />

<strong>2002</strong> Assets under management: USD 671.6 million<br />

Balance sheet total: USD 359.3 million<br />

Net income: USD 2.9 million<br />

VP Bank Fondsleitung AG, Vaduz (FL)<br />

VP Bank Fondsleitung AG was founded in 1996 and administers<br />

VP Bank’s family of funds. With the simultaneous<br />

coming into force of the Investment Companies Act, the<br />

cornerstone was laid for Liechtenstein’s nascent investment<br />

fund industry – a development in which VP Bank played<br />

a formative role from the very start. The Bank’s range of<br />

investment fund products is continually reviewed and<br />

adapted to meet client needs and circumstances in the<br />

financial markets.<br />

Board of Management: Peter Bargetze (President),<br />

Wolfgang Mayer<br />

Fund assets under management as of <strong>2002</strong>: CHF 1,825.5<br />

million<br />

IFOS Internationale Fonds Service AG, Vaduz (FL)<br />

IFOS Internationale Fonds Service AG is also a fund<br />

management company organized in accordance with<br />

Liechtenstein’s Investment Companies Act. This subsidiary<br />

provides the full range of services associated with the<br />

founding and administration of third-party investment<br />

funds. Thanks to IFOS, institutional investors such as asset<br />

Zurich<br />

Tortola<br />

management companies, trust and insurance companies,<br />

and occupational benefits plans have the opportunity to<br />

establish their own investment funds. IFOS is responsible<br />

for selecting funds and fund managers on behalf of<br />

VP Bank, and in so doing utilises the Fund DecathlonTM analysis system that has been developed in-house for<br />

precisely such purposes.<br />

Board of Management: Wolfgang Mayer (President),<br />

Peter Bargetze<br />

Fund assets under management as of <strong>2002</strong>: CHF 73,8<br />

million.<br />

IGT Intergestions Trust reg., Vaduz (FL)<br />

This trust company is specialised in the founding and<br />

administration of personal holding companies and foundations<br />

both in Liechtenstein and abroad. Its array of services<br />

is primarily oriented towards meeting the needs of international<br />

clients throughout the entire VP Bank Group. Of<br />

great significance in this regard are the asset structuring<br />

and estate planning activities it performs.<br />

General Manager: Viktor Büchel<br />

Representative offices<br />

Our representative offices in Munich, Germany (since<br />

1991), and Montevideo, Uruguay (since 1997), are valuable<br />

pillars of the VP Bank Group. They focus primarily on<br />

strengthening existing client relationships and the acquisition<br />

of new private banking customers.<br />

annual report <strong>2002</strong> | vp bank | page 53


The VP Bank Group<br />

Verwaltungs- und Privat-Bank Aktiengesellschaft<br />

Aeulestrasse 6, FL-9490 Vaduz, Liechtenstein<br />

Tel +800 066 055 00, Fax +423 235 65 00<br />

info@vpbank.com, www.vpbank.com<br />

VP Bank<br />

(Switzerland) Ltd.<br />

Bleicherweg 50<br />

CH-8039 Zurich<br />

Switzerland<br />

Tel +41 1 226 24 24<br />

Fax +41 1 226 25 24<br />

info.ch@vpbank.com<br />

VP Bank Fondsleitung<br />

Aktiengesellschaft<br />

Schmedgass 6<br />

FL-9490 Vaduz<br />

Liechtenstein<br />

Tel +423 235 66 99<br />

Fax +423 235 76 99<br />

vpf@vpbank.com<br />

Verwaltungs- und<br />

Privat-Bank AG<br />

Representative Office Munich<br />

Widenmayerstrasse 5<br />

DE-80538 Munich<br />

Germany<br />

Tel +49 89 21 21 67-0<br />

Fax +49 89 21 21 67-21<br />

VP Bank<br />

(Luxembourg) S.A.<br />

Avenue de la Liberté 26<br />

B.P. 923<br />

LU-2019 Luxembourg<br />

Luxembourg<br />

Tel +352 404 777-1<br />

Fax +352 481 117<br />

info.lu@vpbank.com<br />

IFOS Internationale Fonds<br />

Service Aktiengesellschaft<br />

Schmedgass 6<br />

FL-9490 Vaduz<br />

Liechtenstein<br />

Tel +423 235 67 67<br />

Fax +423 235 67 77<br />

ifos@vpbank.com<br />

Verwaltungs- und<br />

Privat-Bank AG<br />

Representative Office Montevideo<br />

Avda. Rivera 6329<br />

Office 205 - Carrasco<br />

UY-11500 Montevideo<br />

Uruguay<br />

Tel +598 2 606 19 62<br />

Fax +598 2 606 19 72<br />

VPB Finance S.A.<br />

Avenue de la Liberté 26<br />

B.P. 923<br />

LU-2019 Luxembourg<br />

Luxembourg<br />

Tel +352 404 777 383<br />

Fax +352 404 777 389<br />

IGT Intergestions<br />

Trust reg.<br />

Aeulestrasse 6<br />

Postfach 1242<br />

FL-9490 Vaduz<br />

Liechtenstein<br />

Tel +423 233 11 51<br />

Fax +423 233 22 24<br />

VP Bank and<br />

Trust Company (BVI) Ltd.<br />

P.O.Box 3463<br />

3076 Sir Francis Drake‘s Highway<br />

Road Town, Tortola<br />

British Virgin Islands<br />

Tel +1 284 494 11 00<br />

Fax +1 284 494 11 99<br />

info.bvi@vpbank.com<br />

Verwaltungs- und Privat-Bank Aktiengesellschaft


Media and Investor Relations:<br />

Verwaltungs- and Privat-Bank Aktiengesellschaft<br />

Kim-My Schefer<br />

Head Corporate Communications<br />

Aeulestrasse 6<br />

FL-9490 Vaduz<br />

Tel +423 235 66 33<br />

Fax +423 235 76 38<br />

E-mail: corporate.communications@vpbank.com<br />

Design:<br />

desgrippes gobé group, paris, www.dga.com<br />

Layout and realisation:<br />

TANGRAM Advertising Agency, Vaduz<br />

Photos:<br />

Jacques-Yves Gucia, Photographer<br />

Pascal Dieu, Assistant<br />

Printer:<br />

Lampert Druckzentrum AG, Vaduz


FL-9490 Vaduz - Aeulestrasse 6 - Liechtenstein<br />

info@vpbank.com - www.vpbank.com B00013en05.03

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