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“If you choose to sail upon the seas of banking, build your bank<br />
as you would your boat, with the strength to sail safely through<br />
any storm.”<br />
Jacob Safra
Table of Contents<br />
Management report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4<br />
Report of the reviseur d’entreprises agree . . . . . . . . . . . . . . . . . . . . . . . . Page 7<br />
Balance sheet and off-balance sheet items . . . . . . . . . . . . . . . . . . . . . . . . Page 8<br />
Profit and loss account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 11<br />
Notes to the accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 12
BANQUE SAFRA-LUXEMBOURG, Société Anonyme<br />
Board of Directors<br />
Chairman of the Board of Directors<br />
M. Jorge A.Kininsberg<br />
Auditors<br />
Deloitte S.A.<br />
Vice-Chairman of the Board of Directors<br />
M. Gilbert Ribeira<br />
Members of the Board of Directors<br />
M. Marcelo Szerman<br />
M. Salomon Sebban<br />
Group companies J. Safra Holding AG<br />
Head Office<br />
J. Safra Holding AG<br />
Bleicherweg 1 / Paradeplatz<br />
8022 Zürich<br />
Tel. +41 58 317 51 51<br />
Fax +41 58 317 51 00<br />
In Switzerland<br />
Banque J. Safra (Suisse) SA<br />
Rue du Rhône 70<br />
1211 Genève 11<br />
Tel. +41 58 317 55 55<br />
Fax +41 58 317 55 00<br />
Bank J. Safra (Schweiz) AG<br />
Bleicherweg 1 / Paradeplatz<br />
8022 Zürich<br />
Tel. +41 58 317 51 51<br />
Fax +41 58 317 51 00<br />
Banque J. Safra (Suisse) SA<br />
Via Marconi 2<br />
6900 Lugano<br />
Tel. +41 58 317 58 58<br />
Fax +41 58 317 58 00<br />
Outside of Switzerland<br />
Safra International Bank and Trust Ltd.<br />
Katherina Court<br />
Suites 203 & 205 Lagoon Court,<br />
Olde Towne at Sandyport<br />
Nassau, The Bahamas<br />
Tel. +1 242 327 7771<br />
Fax +1 242 327 7774<br />
Bank J. Safra (Gibraltar) Ltd.<br />
Suite 971, Europort<br />
Gibraltar<br />
Tel. +350 2000 2500<br />
Fax +350 2000 2501<br />
Bank J. Safra (Gibraltar) Ltd. London Branch<br />
47 Berkeley Square<br />
Mayfair<br />
London W1J 5AU<br />
Tel. +44 207 514 1000<br />
Fax +44 207 514 1001<br />
J. Safra Asset Management (Europe) Ltd.<br />
47 Berkeley Square<br />
Mayfair<br />
London W1J 5AU<br />
Tel. +44 207 514 1000<br />
Fax +44 207 514 1001<br />
J. Safra Immo (Monaco) SA<br />
La Belle Epoque<br />
15 Bis 17 Avenue d’Ostende<br />
98 006 Monaco<br />
Tel. +377 93 10 66 55<br />
Fax +377 93 50 60 71<br />
Outside of Switzerland<br />
Banque Safra-Luxembourg<br />
10a, boulevard Joseph II<br />
L-2018 Luxembourg<br />
Tel. +352 45 47 81 1<br />
Fax +352 45 47 86<br />
Banque J. Safra (Monaco) SA<br />
La Belle Epoque<br />
15 Bis 17 Avenue d'Ostende<br />
98 006 Monaco<br />
Tel. +377 93 10 66 55<br />
Fax +377 93 50 60 71<br />
Banque Safra - France SA<br />
16, Place Vendôme<br />
75001 Paris<br />
Tel. +33 1 47 03 55 55<br />
Fax +33 1 47 03 55 00<br />
J. Safra Asset Management SA<br />
Calle 50, Torre Global, piso 24<br />
Panama<br />
Tel. +507 209 0955<br />
Fax +507 209 0956<br />
J. Safra Gestion (Monaco) SA<br />
La Belle Epoque<br />
15 Bis 17 Avenue d’Ostende<br />
98 006 Monaco<br />
Tel. +377 93 10 66 55<br />
Fax +377 93 50 60 71
MANAGEMENT REPORT<br />
The Management of Banque Safra-Luxembourg, Société<br />
Anonyme (“the Bank”), is pleased to present the Annual<br />
Accounts for the year ended December 31, 2010.<br />
Total client assets, which include client off-balance sheet items,<br />
were EUR 13,724 million at the end of 2010, compared to EUR<br />
12,037 million in the previous year. The total balance sheet of<br />
the Bank was EUR 3,802 million at the end of 2010.<br />
This compares to EUR 3,279 million at the end of the previous<br />
year. The variation of the total balance sheet is due to the<br />
combination of the increase of the Bank’s securities portfolio,<br />
loans and advances to customers and the variation of the<br />
exchange rate used for translation of other currencies into EUR.<br />
The Bank’s main activity is the private banking business to<br />
selected high net worth individuals. Deposits from clients<br />
represent the major portion of the liabilities and are<br />
essentially considered a stable source of funds. The amounts<br />
deposited may vary from time to time according to clients’<br />
demand for securities, which depends on market conditions<br />
and interest rate trends. The securities thus acquired are<br />
recorded as off-balance sheet items.<br />
The Bank continues to adhere to its main philosophy of<br />
protecting and preserving wealth, while procuring prudent<br />
growth. Balance sheet assets comprise liquid placements<br />
with highly rated credit institutions, loans and advances to<br />
customers which are of short-term maturity, generally not<br />
exceeding three months and liquid securities issued by public<br />
bodies and other borrowers from the private sector.<br />
Off-balance sheet items as presented in this report are<br />
comprised in part of contingent liabilities, representing<br />
various types of agreements with clients in the form of<br />
guarantees and other substitutes for credit, including stand-by<br />
letters of credit. These facilities normally have specific<br />
expiration dates, credit risk equivalent to that of loans to<br />
customers and are subject to the prudent credit policies of<br />
the Bank. In addition, off-balance sheet items also include<br />
commitments, representing the sum of forward purchases and<br />
forward sales of assets, settlement of spot transactions and<br />
amounts not yet paid up on traded securities.<br />
The profit for the year, after allocation for depreciation,<br />
taxes and value adjustments, was EUR 19.44 million. The Bank<br />
proposes to allocate the full profit for the year to reserves.<br />
The Bank’s total own funds, as defined by the capital adequacy<br />
ratio under Basel II principles at the end of the year 2010,<br />
were EUR 229.6 million. The Bank is required by the banking<br />
supervisory authorities to observe at all times a capital<br />
adequacy ratio, in which the Bank’s own funds must equal at<br />
least 8% of the sum of its weighted assets and off-balance sheet<br />
items. At the end of 2010, this ratio was 27% before the<br />
appropriation of the profit of the year.<br />
The Bank is a member of the non-profit making “Association<br />
pour la Garantie de Dépôts Luxembourg” (AGDL), whose<br />
objective is the establishment of a mutual guarantee scheme<br />
for deposits made by customers of member credit institutions<br />
and, as such, the Bank is required to set up provisions under<br />
the limits set out by the regulations (please refer to note 31<br />
of this report). As of December 31, 2010, the Bank’s AGDL<br />
provisions amounted to EUR 0.7 million. During 2010, no<br />
advances have been requested by the AGDL.<br />
Risk Management<br />
The Bank’s continued commitment towards strong controls<br />
and a systematic approach to risk management provides<br />
assurance that all risks are identified and analyzed according<br />
to the recommendations of the banking supervisory authorities<br />
and market practices. Risk is monitored by the Risk, Planning<br />
and Control department at management level. Specific risk<br />
management issues are as follows:<br />
1. Credit Risk<br />
Loans to customers are approved within the powers set up<br />
in the chart of authorities. Loans to customers above the<br />
specified limits are submitted to the Bank’s Credit Committee,<br />
which operates at senior management level. The majority<br />
of lending operations are with private customers and due<br />
to their nature they are reserved for individuals and corporate<br />
entities of good financial standing. The risks are mitigated by<br />
a selective account opening process and, whenever deemed<br />
necessary, additional guarantees are obtained.<br />
4
Credits to banks, which represent 14% of the balance sheet<br />
items, are made within the limits established and revised<br />
regularly by the Credit Committee and the Board of<br />
Directors. The Bank’s policy is to establish limits to<br />
counterparties taking into consideration the credit ratings,<br />
capital strength and other relevant credit information, as<br />
well as the applicable regulatory requirements.<br />
The purchase of securities for the investment, structural<br />
and trading portfolios is subject to very conservative<br />
principles and is undertaken within the established limits.<br />
In the event that no limit has been established or if the maturity<br />
of the instrument falls beyond one year, prior approval of the<br />
Credit Committee is required.<br />
Daily reports permit management to adequately monitor<br />
compliance with the approved limits and to immediately detect<br />
any irregular transaction. The regulatory maximum exposure<br />
limit towards any individual borrower or those belonging to<br />
a same economic group is measured as a percentage of the<br />
capital and must not be exceeded. The Bank has consistently<br />
complied with these limits.<br />
2. Liquidity Risk<br />
The Bank is required to maintain a liquidity ratio, as defined<br />
by the banking supervisory authorities. A calculation of this<br />
ratio is performed monthly and included in the Bank’s monthly<br />
reports addressed to the management and Board of Directors.<br />
In addition, a daily cash flow statement lists total assets and<br />
liabilities falling due for repayment each day, beginning on the<br />
reporting day, preventing liquidity shortages. A list of cash<br />
balances available at each correspondent bank is prepared and<br />
submitted to the attention of management on a daily basis,<br />
along with an analysis of the balance sheet, taking into account<br />
expected payments and receipts falling due on that date.<br />
3. Currency Risk<br />
The majority of the Bank’s commitments in currencies is made<br />
on behalf of customers. Only a small limit is granted for the<br />
purposes of own dealing in major currencies. Daily currency<br />
positions are generally covered using foreign exchange<br />
contracts and similar hedging instruments, in order to arrive<br />
at a low net position.<br />
A detailed report of all foreign exchange deals by maturity<br />
date comprising all open positions on the previous day is<br />
produced daily. The report is prepared for the Treasury<br />
department of the Bank.<br />
4. Market Risk<br />
The Bank’s Asset and Liability Management (ALM) Committee<br />
regularly monitors exposure to interest rate risk. A complete<br />
report, which is produced by the Risk, Planning and Control<br />
Department and addressed to the ALM Committee, analyses<br />
the entire risk exposure of the Bank. A mark-to-market analysis<br />
is applied to each individual item of the balance sheet.<br />
Additionally, the Bank calculates the maximum expected net<br />
financial result following parallel shifts in the yield curves using<br />
a variety of basis point scenarios for each individual currency.<br />
The interest rates applied to mainstream assets and liabilities<br />
are a function of recognized floating rate basis.<br />
5. Operational Risk<br />
The Bank analyses all specific risks individually. Operational<br />
risk is assumed as that associated with human or technological<br />
failure. In addition to a comprehensive contingency plan, which<br />
is tested regularly, the Bank has developed several control levels<br />
and an efficient management information system to ensure that<br />
operational risk is minimized. Reconciliation of transactions<br />
at nostri, vostri and depositary level is made daily<br />
complementing the matching of all transaction confirmations.<br />
All option transactions are checked for accuracy and<br />
reported daily by expiration dates, including strike and<br />
market prices.<br />
The Bank operates on the principle of strict segregation of<br />
duties and application of the four-eye principle at all levels.<br />
Front, middle and back office functions are kept autonomous<br />
of each other. Access to systems to any individual or group<br />
of users is granted only upon approval of senior management<br />
and subject to restrictions corresponding to the respective<br />
function of the user.<br />
5
6. Settlement Risk<br />
The Bank only deals with counterparts of good financial<br />
standing, subject to the approval of the Credit Committee.<br />
Settlement risk is taken into consideration when setting limits.<br />
In addition the Bank makes use of netting agreements when<br />
appropriate. Formal written confirmation of all transactions<br />
with counterparts is required, including authenticated<br />
S.W.I.F.T. confirmation when applicable.<br />
7. Legal Risk<br />
In addition to an in-house legal counselor, the Bank uses<br />
the services of a number of external legal counselors<br />
to obtain advice in their respective areas of expertise.<br />
All documentation is submitted to the legal counselors<br />
for revision, in order to ensure legal validity, counterpart<br />
capacity, performances, enforceability and all other relevant<br />
legal aspects.<br />
It is the Bank’s policy to enter into business only with approved<br />
counterparts of good reputation and financial standing, and<br />
whenever possible the Bank requires that its own jurisdiction is<br />
taken into consideration for the enforceability of legal documents.<br />
8. Compliance Risk<br />
In line with regulatory requirements in the field of compliance<br />
and the fight against money laundering and terrorism<br />
financing, in particular the law of 12 November 2004 and CSSF<br />
Circulars 04/155 and 08/387 (as amended), the Bank has<br />
established a Compliance Department.<br />
More particularly, the Compliance Department provides<br />
assurance that the regulations the Bank is subject to are being<br />
duly respected and promotes a compliant culture throughout<br />
the organization, the conduct of operations with integrity and<br />
the highest ethical and professional standards in conformity<br />
with applicable regulations, especially those relating to the<br />
fight against money laundering and terrorism financing.<br />
Furthermore, the Department contributes to the development<br />
of internal control systems, the identification and management<br />
of risks and the establishment of preventive procedures, and<br />
organizes training programs to ensure that all employees are<br />
periodically made aware of the Bank’s Compliance Policy, that<br />
they understand their responsibilities and are kept up-to-date<br />
with the regulatory environment.<br />
Since the end of 2010, no significant events have occurred,<br />
which would have an impact on the balance sheet and reported<br />
results or disclosures. No major changes in activities are<br />
anticipated in the forthcoming year and therefore the Bank<br />
remains committed to strengthening the relationship with its<br />
clients, seeking to understand and address their needs, and<br />
continue to offer a complete array of products and services<br />
at the highest level of professional standards.<br />
The management wishes to express its gratitude for the loyalty<br />
of the customers, and its appreciation to the entire staff for<br />
their contribution to the continued development of the Bank.<br />
The Compliance Department is headed by a full time<br />
Director of Compliance and its main responsibility is to assist<br />
the Bank to ensure fulfillment of its regulatory obligations,<br />
notably the establishment and development of compliance<br />
policies, procedures and systems, the coordination of efforts<br />
in the compliance field and the permanent monitoring<br />
of business activities.<br />
6
REPORT OF THE REVISEUR D’ENTREPRISES AGREE<br />
To the board of directors of Banque Safra - Luxembourg, Société Anonyme<br />
Report on the annual accounts<br />
Following our appointment by the board of directors, we have audited the accompanying annual accounts of Banque Safra -<br />
Luxembourg, Société Anonyme, which comprise the balance sheet as at December 31, 2010, the profit and loss account for<br />
the year then ended and a summary of significant accounting policies and other explanatory notes.<br />
Board of directors’ responsibility for the annual accounts<br />
The board of directors is responsible for the preparation and fair presentation of these annual accounts in accordance with<br />
the Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. This responsibility includes:<br />
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of annual accounts<br />
that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies;<br />
and making accounting estimates that are reasonable in the circumstances.<br />
Responsibility of the réviseur d’entreprises agréé<br />
Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance<br />
with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier.<br />
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance<br />
whether the annual accounts are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts.<br />
The procedures selected depend on the judgement of the réviseur d’entreprises agréé, including the assessment of the risks<br />
of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the réviseur<br />
d’entreprises agréé considers internal control relevant to the entity’s preparation and fair presentation of the annual accounts<br />
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br />
on the effectiveness of the entity’s internal control.<br />
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />
made by the board of directors, as well as evaluating the overall presentation of the annual accounts. We believe that the<br />
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.<br />
Opinion<br />
In our opinion, the annual accounts give a true and fair view of the financial position of Banque Safra - Luxembourg, Société<br />
Anonyme as of December 31, 2010, and of the results of its operations for the year then ended in accordance with the Luxembourg<br />
legal and regulatory requirements relating to the preparation of the annual accounts.<br />
Report on other legal and regulatory requirements<br />
The management report, which is the responsibility of the board of directors, is in accordance with the annual accounts.<br />
For Deloitte S.A.<br />
Cabinet de révision agréé<br />
Olivier Lefèvre<br />
Réviseur d’entreprises agréé – Partner<br />
April 6, 2011<br />
7
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
BALANCE SHEET AND OFF-BALANCE SHEET ITEMS<br />
DECEMBER 31, 2010<br />
(EXPRESSED IN EUR)<br />
NOTE 2010 2009 (see note 1)<br />
ASSETS<br />
Cash, balances with central banks and post office banks 33 36,045,487 225,158,136<br />
Loans and advances to credit institutions 33 530,483,572 572,470,467<br />
a) repayable on demand 235,631,267 119,593,925<br />
b) other loans and advances 3 294,852,305 452,876,542<br />
Loans and advances to customers 4, 30, 32, 33 461,305,540 97,213,916<br />
Debt securities and other fixed-income securities 5, 6, 8, 33 1,435,937,526 1,225,785,172<br />
a) issued by public bodies 409,392,988 455,491,063<br />
b) issued by other borrowers 1,026,544,538 770,294,109<br />
Shares and other variable-yield securities 5, 33 1,290,732,385 1,116,383,513<br />
Intangible assets 8, 9 328,086 390,651<br />
Tangible assets 8, 9 1,071,143 1,319,730<br />
Other assets 7 22,199,812 19,412,134<br />
Prepayments and accrued income 10, 32 24,077,225 20,663,813<br />
TOTAL ASSETS 11 3,802,180,776 3,278,797,532<br />
See notes to the accounts.<br />
8
NOTE 2010 2009 (see note 1)<br />
LIABILITIES<br />
Amounts owed to credit institutions 32, 33 563,154,542 486,218,938<br />
a) repayable on demand 129,427,711 117,895,664<br />
b) with agreed maturity dates or periods of notice 12 433,726,831 368,323,274<br />
Amounts owed to customers 33 1,319,497,663 1,403,918,053<br />
a) repayable on demand 553,054,144 956,311,679<br />
b) with agreed maturity dates or periods of notice 13 766,443,519 447,606,374<br />
Debts evidenced by certificates 14, 33 1,543,062,133 1,116,345,471<br />
Other liabilities 15 19,654,581 14,975,035<br />
Accruals and deferred income 32, 16 130,536,942 60,429,925<br />
Provisions 18 6,536,255 6,362,972<br />
a) provisions for taxation 5,200,333 5,693,829<br />
b) other provisions 31 1,335,922 669,143<br />
Subordinated liabilities 19, 33 44,903,400 41,649,600<br />
Fund for general banking risks 45,891,719 39,391,719<br />
Subscribed capital 20, 21 8,800,000 8,800,000<br />
Reserves 21 100,705,819 86,116,449<br />
Profit for the financial year 19,437,722 14,589,370<br />
TOTAL LIABILITIES 22 3,802,180,776 3,278,797,532<br />
See notes to the accounts.<br />
9
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
OFF-BALANCE SHEET ITEMS<br />
DECEMBER 31, 2010<br />
(EXPRESSED IN EUR)<br />
NOTE 2010 2009 (see note 1)<br />
Contingent liabilities 23, 33 24,972,916 31,737,234<br />
of which:<br />
- guarantees and assets pledged as collateral security 24,972,916 31,737,234<br />
Commitments 24, 33 304,711,925 1,049,307,010<br />
Fiduciary operations 26 310,684,842 286,324,006<br />
See notes to the accounts.<br />
10
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
PROFIT AND LOSS ACCOUNT<br />
DECEMBER 31, 2010<br />
(EXPRESSED IN EUR)<br />
NOTE 2010 2009 (see note 1)<br />
Interest and similar income 81,060,522 59,838,938<br />
of which:<br />
- that arising from fixed-income securities 60,686,962 42,271,873<br />
Interest and similar charges 19 (54,670,127) (36,142,981)<br />
Income from securities 606,017 50,602<br />
of which:<br />
- Income from shares and other variable-yield securities 606,017 50,602<br />
Commission income 21,526,263 20,738,468<br />
Commission expense (2,526,780) (2,405,895)<br />
Net loss on financial operations (6,824,551) (3,127,515)<br />
Other operating income 27 3,057,828 3,788,157<br />
General administrative expenses (19,953,258) (16,359,610)<br />
a) staff costs 29, 30 (14,180,436) (12,247,910)<br />
of which:<br />
- wages and salaries (12,636,413) (10,829,316)<br />
- social security costs (1,231,130) (1,187,515)<br />
of which:<br />
- social security costs relating to pensions (926,650) (837,560)<br />
b) other administrative expenses (5,772,822) (4,111,700)<br />
Value adjustments in respect of tangible and intangible assets (649,126) (639,904)<br />
Other operating charges 28 (1,199,641) (3,202,511)<br />
Value adjustments in respect of loans and advances and<br />
provisions for contingent liabilities and for commitments 0 (8,226,525)<br />
Value re-adjustments in respect of loans and advances and<br />
provisions for contingent liabilities and for commitments 6,309,781 1,085,275<br />
Transfer to fund for general banking risk (6,500,000) 0<br />
Tax on profit on ordinary activities 18 (461,983) (260,820)<br />
Profit on ordinary activities after tax 19,774,945 15,135,679<br />
Other taxes not shown under the preceding items (337,223) (546,309)<br />
Profit for the financial year 19,437,722 14,589,370<br />
See notes to the accounts.<br />
11
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
NOTE 1 - GENERAL<br />
1.1. Corporate matters<br />
Banque Safra - Luxembourg, Société Anonyme (hereafter the<br />
"Old Bank") was incorporated in Luxembourg on August 19,<br />
1985 as a société anonyme.<br />
On December 6, 2010 in accordance with a contribution plan<br />
dated October 29, 2010 published in the Mémorial C number<br />
2373 dated November 5, 2010 and Article 308bis-4 of the law<br />
of August 10, 1915 on commercial companies, as amended, the<br />
Old Bank transferred all of its assets and liabilities by way of<br />
an universal transfer (“apport d’universalité”) to a newly<br />
incorporated société anonyme governed by Luxembourg law.<br />
The latter has been incorporated on December 6, 2010 through<br />
such transfer and under the corporate denomination “Banque<br />
Safra - Luxembourg” (the “ Bank”). The Old Bank changed its<br />
corporate denomination from “Banque Safra - Luxembourg”<br />
to “B.Safra Luxembourg S.A.”.<br />
The Bank has thus taken over the name of the Old Bank and<br />
operates with the same former human and technical<br />
infrastructure of the Old Bank. The Bank obtained a new<br />
banking licence under the number 47/10 on December 2, 2010.<br />
For accounting purposes, the transfer was made with<br />
retroactive effect from January 1, 2010. Comparative figures<br />
for 2009 presented in these accounts correspond to audited<br />
accounts of the Old Bank as of December 31, 2009, which are<br />
the most appropriate comparative figures based on the<br />
restructuring described above.<br />
The Bank is a wholly owned subsidiary of J. Safra Holding A.G.,<br />
a corporation organized under the laws of Switzerland.<br />
Consolidated annual accounts of J. Safra Holding A.G., are<br />
available at the head office of this company, Paradeplatz,<br />
Bleicherweg 1, 8001 Zürich, Switzerland.<br />
1.2. Nature of the Bank's business<br />
The object of the Bank is to undertake all banking and financial<br />
operations of whatsoever kind.<br />
1.3. Annual accounts<br />
The Bank prepares its annual accounts in Euro (EUR), the<br />
currency in which the capital is expressed.<br />
The Bank’s accounting year coincides with the calendar year.<br />
NOTE 2 - SUMMARY OF SIGNIFICANT<br />
ACCOUNTING POLICIES<br />
The Bank prepares its annual accounts under the historical<br />
cost principle, in accordance with the laws and regulations in<br />
force in the Grand-Duchy of Luxembourg and on the basis of<br />
accounting principles generally accepted in the banking sector<br />
in the Grand-Duchy of Luxembourg.<br />
In observing these, the following significant accounting policies<br />
are applied:<br />
2.1. The date of recording of transactions in the balance<br />
sheet<br />
Assets and liabilities are stated in the balance sheet when the<br />
amounts concerned become cleared funds.<br />
2.2. Foreign currencies<br />
The Bank maintains a multi-currency accounting system that<br />
records all transactions in the currency or currencies of the<br />
transaction on the day on which the contract is concluded.<br />
Revenues and expenses in foreign currencies are translated<br />
into EUR monthly at the prevailing exchange rates.<br />
All assets and liabilities are converted into EUR at the average of<br />
the buy and sell spot rates applicable at the balance sheet date.<br />
Both realised and unrealised profits and losses arising on revaluation<br />
are accounted for in the profit and loss account for the year.<br />
At year-end, all uncompleted forward transactions are<br />
translated into EUR at the forward rate applicable for the<br />
remaining term at the balance sheet date.<br />
Results on uncompleted forward transactions linked to spot<br />
transactions and on swap transactions are accrued at the<br />
balance sheet date. The revaluation of these transactions does<br />
not affect the result from the financial year.<br />
12
Uncovered forward transactions are valued individually on<br />
the basis of forward foreign exchange rates applicable at the<br />
balance sheet date. Unrealised revaluation profits are ignored,<br />
whereas a provision is set up in respect of any unrealised<br />
revaluation losses. This provision is included on the liability<br />
side of the balance sheet under "Provisions: other provisions".<br />
Currency futures and options are translated into EUR at<br />
the spot rate at the balance sheet date.<br />
2.3. Financial instrument derivatives<br />
The Bank's commitments resulting from financial instrument<br />
derivatives such as interest rate swaps, financial futures and<br />
options are recorded on the transaction date as off-balance<br />
sheet items.<br />
At year-end, where necessary, a provision is set up in respect<br />
of individual unrealised losses resulting from the revaluation<br />
of the Bank's commitments at market value. This provision<br />
is included on the liability side of the balance sheet under<br />
"Provisions: other provisions".<br />
No provision is set up in cases where a financial instrument<br />
clearly covers an asset or a liability and economic unity is<br />
established or where a financial instrument is hedged by a<br />
reverse transaction so that no open position exists.<br />
2.4. Specific value adjustments with respect to<br />
doubtful and irrecoverable debts<br />
It is the Bank's policy to establish specific value adjustments<br />
in respect of doubtful and irrecoverable debts, as deemed<br />
appropriate by the board of directors.<br />
Value adjustments, if any, are booked in the same currency as<br />
the underlying assets and are deducted from the assets items<br />
to which they relate. It is the Bank’s policy to reclassify existing<br />
specific value adjustments on securities arising from sovereign<br />
risk to or from specific value adjustments on loans as required<br />
without affecting the profit and loss account.<br />
2.5. Country risk provision<br />
It is the Bank’s policy to create a country risk provision (CRP)<br />
to cover risk linked to Brasilian exposure. The CRP is calculated<br />
once a year at year-end and amounts to 10% of total exposure.<br />
2.6. Fund for general banking risks<br />
The Bank has created a fund for general banking risks intended<br />
to cover particular risks associated with banking operations<br />
persuant to Article 63 of the Law on the accounts of banks.<br />
Increases or decreases to this fund are determined based on<br />
the profit after tax, but before determining the profit for the<br />
financial year, and are not subject to limitations.<br />
2.7. Transferable securities<br />
Transferable securities are recorded initially at their purchase<br />
price, plus additional charges.<br />
The average cost method is used for valuation purposes.<br />
Investments made under Credit Linked Notes, Total Return<br />
Swaps and Term Deposits (“CLN/TRS/TD”) programs are kept<br />
at cost, as note holders bear all the related risks and rewards<br />
including the effect of foreign exchange differences. As of the<br />
reporting date the effect of these foreign exchange differences<br />
on the balance sheet items is neutralized for the purpose of<br />
presentation of the Bank’s accounts.<br />
2.8. Debt securities and other fixed-income securities<br />
The Bank has divided its portfolio of fixed-income securities<br />
into three categories, the principal characteristics of which<br />
are the following:<br />
- an investment portfolio of financial fixed assets, which are<br />
intended to be used on a continuing basis in the Bank's<br />
activities;<br />
- a trading portfolio of securities purchased with the intention<br />
of resale in the short term; and<br />
- a structural portfolio of securities which do not fall within<br />
either of the two other categories.<br />
13
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
Fixed-income securities are valued as follows:<br />
Investment portfolio<br />
Fixed-income securities included in the Bank's investment<br />
portfolio are stated at the lower of cost (purchase price) or<br />
market value.<br />
Where the purchase price of fixed-income securities included<br />
in the Bank's investment portfolio exceeds the amount<br />
repayable at maturity, the difference is amortized through the<br />
life of the bond and charged to the profit and loss account.<br />
Trading portfolio<br />
Fixed-income securities included in the Bank's trading<br />
portfolio are stated at the lower of cost or market value.<br />
Structural portfolio<br />
Fixed income securities included in the Bank's structural<br />
portfolio are stated at the lower of cost or market value.<br />
Securities issued on a discounted basis<br />
Securities issued on a discounted basis, in cases where the<br />
discount represents the sole source of income from these<br />
securities, are stated at cost as adjusted for the difference<br />
between the issue (or purchase) value and the par (or disposal)<br />
value. This difference is accrued over the life of the security.<br />
2.9. Shares and other variable-yield securities<br />
At the balance sheet date, shares and other variable-yield<br />
securities are stated at the lower of cost or market value.<br />
2.10. The "Beibehaltungsprinzip"<br />
It is the Bank's policy to retain value adjustments in respect<br />
of certain categories of assets made previously but which no<br />
longer correspond to a reduction in the value of the assets<br />
in question, in accordance with Articles 56 (2) (f) and 58 (2)<br />
(e) of the Law on the accounts of banks.<br />
2.11. Intangible assets<br />
Intangible assets are stated at purchase price.<br />
The value of intangible assets with limited useful economic lives<br />
is reduced by value adjustments calculated to write-off the value<br />
of such assets systematically over their useful economic lives.<br />
2.12. Tangible fixed assets<br />
Tangible fixed assets are valued at purchase price.<br />
The value of tangible fixed assets with limited useful economic<br />
lives is reduced by value adjustments calculated to write-off the<br />
value of such assets systematically over their useful economic lives.<br />
2.13. Taxes<br />
Income taxes are accounted for on an accrual basis.<br />
NOTE 3 - LOANS AND ADVANCES TO CREDIT<br />
INSTITUTIONS<br />
Loans and advances to credit institutions other than those<br />
repayable on demand may be analysed according to their<br />
remaining maturity as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Not more than three months 220,013,305 452,876,542<br />
More than one year but<br />
not more than five years 74,839,000 0<br />
294,852,305 452,876,542<br />
NOTE 4 - LOANS AND ADVANCES TO CUSTOMERS<br />
Loans and advances to customers may be analysed according to<br />
their remaining maturity as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Not more than three months 433,715,786 90,652,113<br />
More than three months but<br />
not more than one year 20,348,886 4,834,358<br />
More than one year but not<br />
more than five years 692,388 339,125<br />
More than five years 6,548,480 1,388,320<br />
461,305,540 97,213,916<br />
14
NOTE 5 - TRANSFERABLE SECURITIES<br />
Transferable securities shown under the various items "Debt<br />
securities and other fixed-income securities", "Shares and other<br />
variable-yield securities" and "Shares in affiliated undertakings"<br />
may be broken down as follows into listed and unlisted<br />
securities:<br />
Listed Unlisted Total<br />
2010 2010 2010<br />
EUR EUR EUR<br />
Debt securities and<br />
other fixed-income<br />
securities 1,435,541,936 395,590 1,435,937,526<br />
Shares and other<br />
variable-yield<br />
securities 1,290,716,913 15,472 1,290,732,385<br />
2,726,258,849 411,062 2,726,669,911<br />
Listed Unlisted Total<br />
2009 2009 2009<br />
(see note 1) (see note 1) (see note 1)<br />
EUR EUR EUR<br />
Debt securities and<br />
other fixed-income<br />
securities 1,225,418,247 366,925 1,225,785,172<br />
Shares and other<br />
variable-yield<br />
securities 1,116,368,042 15,471 1,116,383,513<br />
2,341,786,289 382,396 2,342,168,685<br />
Items under this category represent the Bank's proprietary<br />
investment portfolio of EUR 1,072,595,226 (2009 (see note 1):<br />
EUR 1,173,490,372) and portfolio of equities, bonds and<br />
investment funds for EUR 1,654,074,685 (2009 (see note 1):<br />
EUR 1,168,678,313) acquired as underlying for the Credit Link<br />
Notes and Total Return Swaps issued by the Bank, as per notes<br />
14 and 16.<br />
NOTE 6 - DEBT SECURITIES AND OTHER<br />
FIXED-INCOME SECURITIES<br />
Transferable securities shown under "Debt securities and other<br />
fixed-income securities" may be analysed as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Financial fixed assets 928,112,294 669,064,298<br />
Current assets 507,825,232 556,720,874<br />
1,435,937,526 1,225,785,172<br />
As at December 31, 2010, transferable securities shown<br />
under "Debt securities and other fixed-income securities"<br />
due within one year of the balance sheet date amount to<br />
EUR 507,825,232 (2009 (see note 1): EUR 556,720,874).<br />
Transferable securities are included under financial fixed assets<br />
where the Bank intends to use them on a continuing basis in its<br />
activities. It is the Bank’s policy to reclassify financial fixed assets<br />
due within a year to current assets.<br />
NOTE 7 - OTHER ASSETS<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Premiums on options<br />
purchased (see note 15) 20,215,159 16,574,484<br />
Short term receivables 0 53,518<br />
VAT recoverable 0 1,658,508<br />
Other 1,984,653 1,125,624<br />
22,199,812 19,412,134<br />
For options contracted on behalf of customers, the Bank enters<br />
into reverse hedging transactions.<br />
As of December 31, 2010 (and 2009), the premiums on options<br />
purchased include amounts for options designated as a hedge<br />
for securities in the Bank own portfolio.<br />
15
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
NOTE 8 - MOVEMENTS IN FIXED ASSETS<br />
The following movements have occurred in the Bank's fixed assets in the course of the financial year:<br />
MOVEMENTS IN FIXED ASSETS<br />
Gross value Gross value Value Net value<br />
at the at the end adjustments at the end<br />
beginning of Foreign of the at the end of of the<br />
the financial Reclassi- exchange financial the financial financial<br />
year Additions Disposals fications* translation year year year<br />
EUR EUR EUR EUR EUR EUR EUR EUR<br />
1. Debt securities and<br />
other fixed-income<br />
securities 680,488,194 487,264,881 (145,743,785) (85,862,780) 11,203,201 947,349,711 19,237,417 928,112,294<br />
2. Intangible assets 1,681,367 211,859 0 0 0 1,893,226 1,565,140 328,086<br />
3. Tangible assets 4,178,003 126,116 0 0 0 4,304,119 3,232,976 1,071,143<br />
of which:<br />
a) Land and buildings 2,221,258 0 0 0 0 2,221,258 1,870,106 351,152<br />
b) Plant and machinery 1,300,582 125,331 0 0 0 1,425,913 916,602 509,311<br />
c) Other fixtures and<br />
fittings, tools and<br />
equipment 656,163 785 0 0 0 656,948 446,268 210,680<br />
* It is the Bank’s policy to reclassify financial fixed assets due within a year to current assets.<br />
NOTE 9 - INTANGIBLE AND TANGIBLE ASSETS<br />
Intangible assets are made up of software used by the Bank<br />
for its own activities for a net amount of EUR 328,086<br />
(2009 (see note 1): EUR 390,651).<br />
Tangible assets include land and buildings used by the Bank for<br />
its own activities for a net amount of EUR 351,151<br />
(2009 (see note 1): EUR 425,186).<br />
NOTE 10 - PREPAYMENTS AND ACCRUED INCOME<br />
As of December 31, 2010 total balance of Prepayments and<br />
accrued income of EUR 24,077,225 (2009 (see note 1): EUR<br />
20,663,813) includes EUR 23,151,001 (2009 (see note 1): EUR<br />
17,203,941) of accrued interest and EUR 926,224<br />
(2009 (see note 1): EUR 3,459,872) of prepayments.<br />
NOTE 11 - FOREIGN CURRENCY ASSETS<br />
As at December 31, 2010, the aggregate amount of the Bank's<br />
assets denominated in currencies other than Euro amounts to<br />
EUR 2,851,899,418 (2009 (see note 1): EUR 2,917,975,582).<br />
NOTE 12 - AMOUNTS OWED TO CREDIT<br />
INSTITUTIONS WITH AGREED MATURITY DATES<br />
OR PERIODS OF NOTICE<br />
Amounts owed to credit institutions with agreed maturity dates<br />
or periods of notice may be analysed according to their remaining<br />
maturity as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Not more than three months 433,676,643 367,358,607<br />
More than three months but<br />
not more than one year 50,188 964,667<br />
433,726,831 368,323,274<br />
16
NOTE 13 - AMOUNTS OWED TO CUSTOMERS<br />
WITH AGREED MATURITY DATES OR PERIODS OF<br />
NOTICE<br />
Amounts owed to customers may be analysed according to<br />
their remaining maturity as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Not more than three months 764,839,719 445,294,821<br />
More than three months but<br />
not more than one year 1,603,800 2,311,553<br />
766,443,519 447,606,374<br />
NOTE 14 - DEBTS EVIDENCED BY CERTIFICATES<br />
Debts evidenced by certificates other than debt securities in<br />
issue may be analysed according to their remaining maturity as<br />
follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Not more than three months 49,053,257 0<br />
More than three months but<br />
not more than one year 44,302,993 0<br />
More than one year but<br />
not more than five years 1,448,707,376 1,010,895,971<br />
More than five years 998,507 105,449,500<br />
1,543,062,133 1,116,345,471<br />
The items under this category represent Credit Linked Notes<br />
and Total Return Swaps (CLN and TRS) issued by the Bank.<br />
These instruments are linked to underlying assets acquired by<br />
the Bank, as disclosed in note 5.<br />
NOTE 15 - OTHER LIABILITIES<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Premiums on options<br />
written (see note 7) 15,288,266 11,308,386<br />
Short-term payables 918,704 2,321,383<br />
Preferential creditors 897,837 1,323,865<br />
Other 2,549,774 21,401<br />
19,654,581 14,975,035<br />
For options contracted on behalf of customers, the Bank enters<br />
into reverse hedging transactions.<br />
NOTE 16 - ACCRUALS AND DEFERRED INCOME<br />
As of December 31, 2010 total balance of accruals and deferred<br />
income of EUR 130,536,942 (2009 (see note 1): EUR<br />
60,429,925) includes the neutralisation of foreign exchange<br />
result related to CLN and TRS amounting to EUR 114,740,870<br />
(2009 (see note 1): EUR 52,332,842).<br />
NOTE 17 - FEES PAYABLE TO THE AUDIT FIRM<br />
Fees charged to the Bank by the audit firm and its respective<br />
entire network are analysed as follows:<br />
2010 2009 (see note 1)<br />
EUR EUR<br />
Annual Audit fees 136,700 120,000<br />
Other assurance services 15,000 31,700<br />
Tax advisory fees 20,500 20,500<br />
Other fees 400 400<br />
172,600 172,600<br />
Fees are shown net of VAT on an accrual basis for the financial year.<br />
NOTE 18 - PROVISIONS<br />
As at December 31, 2010, the Bank has provided EUR 461,983<br />
(2009 (see note 1): EUR 260,820) for revenue taxes in the profit<br />
and loss account.<br />
As at December 31, 2010, other provisions mainly consist of the<br />
AGDL provision for an amount of EUR 1,335,922 (2009 (see<br />
note 1): EUR 669,023). See note 31.<br />
NOTE 19 - SUBORDINATED LIABILITIES<br />
The following represents the total amount of subordinated<br />
liabilities:<br />
Amount Rate of Maturity Amount in<br />
of borrowing Currency Interest Date EUR<br />
60,000,000 USD 8.375 % 06/04/2011 44,903,400<br />
For the purpose of calculating the Bank's capital adequacy ratio,<br />
the subordinated liabilities may be assimilated to own funds to<br />
a certain extent.<br />
17
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
The Bank has incurred charges of EUR 3,764,201 (2009 (see<br />
note 1): EUR 3,568,229) during the financial year with respect<br />
to its subordinated liabilities.<br />
NOTE 20 - SUBSCRIBED CAPITAL<br />
The subscribed capital has not changed during the year 2010.<br />
The share capital of EUR 8,800,000 is divided into 14,100 shares<br />
without nominal value.<br />
NOTE 21 - MOVEMENTS IN RESERVES<br />
The following movements have occurred in the Bank’s reserves<br />
in the course of the financial year:<br />
Legal Other<br />
Capital reserve reserves Profit<br />
Balance<br />
contributed<br />
as per note 1 8,800,000 880,000 85,236,449 0<br />
Profit for the<br />
year ended<br />
December 31,<br />
2009 14,589,370<br />
Appropriation<br />
of profit<br />
- Transfer to<br />
reserves 14,589,370 (14,589,370)<br />
Profit for the<br />
financial year 19,437,722<br />
Balance at<br />
December 31,<br />
2010 8,800,000 880,000 99,825,819 19,437,722<br />
Under Luxembourg Law, the Bank must appropriate to a legal<br />
reserve an amount equivalent to at least 5% of the annual net<br />
profit until such reserve is equal to 10% of the share capital.<br />
This appropriation is made in the following year. Distribution<br />
of the legal reserve is restricted. The legal reserve is equal to<br />
10% of the share capital.<br />
The Annual General Meeting of Shareholders of May 11, 2010<br />
resolved to allocate to other reserves the profit for the year<br />
2009 of EUR 14.6 million split into a reserve for tax credit<br />
of EUR 4.25 million and free reserves of EUR 10.35 million.<br />
As at December 31, 2010, a total of EUR 25,212,142 (2009:<br />
EUR 20,962,142) is allocated to reserves for tax credit.<br />
In order to take advantage of the provisions of paragraph 8a<br />
of the Net Worth Tax Law, the Bank may elect to get a tax<br />
credit for all or part of the net worth tax due for that year.<br />
This tax credit is, however, limited to the amount of the<br />
corporate income tax due for the same year before any tax<br />
credit. In order to benefit from this provision, the Bank must<br />
commit itself to post to a special reserve before the end of<br />
the subsequent year an amount equal to five times the net<br />
worth tax to be credited, which has to be maintained for a<br />
period of five years.<br />
NOTE 22 - FOREIGN CURRENCY LIABILITIES<br />
As at December 31, 2010, the aggregate amounts of liabilities<br />
denominated in currencies other than Euro amounts to EUR<br />
2,774,740,109 (2009 (see note 1): EUR 2,894,490,469).<br />
NOTE 23 - CONTINGENT LIABILITIES<br />
The Bank's contingent liabilities may be analysed as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Guarantees and other<br />
direct substitutes for credit 24,972,916 31,737,234<br />
24,972,916 31,737,234<br />
A significant proportion of the guarantees issued by the Bank and<br />
the opened documentary credits are secured by assets pledged in<br />
due form. At year-end, there were no related party balances.<br />
18
NOTE 24 - COMMITMENTS<br />
The Bank's commitments may be analysed as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Forward purchases of assets 131,807,711 509,270,099<br />
Forward sales of assets 131,498,118 510,738,213<br />
Amounts not paid up on<br />
securities, participating<br />
interests and shares in<br />
affiliated undertakings 38,751,017 29,133,059<br />
Settlement of spot transactions 2,655,079 165,639<br />
304,711,925 1,049,307,010<br />
The Bank has entered into certain other commitments which<br />
are not disclosed either in the balance sheet or in the offbalance<br />
sheet items but which are not significant for the<br />
purposes of assessing the financial situation of the Bank. Such<br />
other commitments are:<br />
- Commitments in respect of fixed rental payments contracted<br />
on office building;<br />
- Financial liabilities arising out of membership of the deposit<br />
guarantee scheme (see note 31).<br />
NOTE 25 - OPERATIONS LINKED TO CURRENCY<br />
EXCHANGE RATES, INTEREST RATES AND OTHER<br />
MARKET RATES<br />
The following types of forward transactions are outstanding as<br />
at December 31, 2010:<br />
Operations linked to currency exchange rates<br />
- Forward exchange transactions (swaps, outrights);<br />
- Options;<br />
- Precious metal futures.<br />
Operations linked to interest rates<br />
- Interest rate swaps.<br />
Operations linked interest rates are made to a large extent for<br />
hedging purposes.<br />
Operations linked to other market rates<br />
- Futures;<br />
- Options;<br />
- Other instruments.<br />
Operations linked to other market rates are made to a large<br />
extent for hedging purposes.<br />
NOTE 26 - INVESTMENT MANAGEMENT SERVICES<br />
AND UNDERWRITING FUNCTIONS<br />
Management and agency services consist of:<br />
- Custody and administration of transferable securities;<br />
- Fiduciary operations;<br />
- Agency functions.<br />
NOTE 27 - OTHER OPERATING INCOME<br />
Other operating income is made up as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Release of provisions<br />
from prior years 0 2,472,292<br />
Income related to prior years 965,615 566,255<br />
Reimbursement from AGDL 139,788 326,692<br />
Account closing fees 120,942 123,267<br />
Reimbursement of taxes paid 1,702,810 0<br />
Other 128,673 299,651<br />
3,057,828 3,788,157<br />
Operations linked to currency exchange rates are made to a<br />
large extent for hedging purposes.<br />
19
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
NOTE 28 - OTHER OPERATING CHARGES<br />
Other operating charges are made up as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Charges related to<br />
prior years 449,659 1,577,786<br />
Charges related to<br />
commercial activities 72,166 1,104,557<br />
AGDL provision 664,392 508,287<br />
Other 13,424 11,881<br />
1,199,641 3,202,511<br />
NOTE 29 - STAFF NUMBERS<br />
The average number of persons employed during the financial<br />
year by the Bank is as follows:<br />
2010 2009 (see note 1)<br />
Number Number<br />
Senior management 7 9<br />
Middle management 12 13<br />
Employees 105 103<br />
124 125<br />
NOTE 30 - MANAGEMENT REMUNERATION<br />
The Bank has granted emoluments in respect of the financial<br />
year to the members of the Senior Management of the Bank by<br />
reason of their responsibilities, and has entered into<br />
commitments in respect of retirement pensions for present<br />
members of these bodies, as follows:<br />
RetirementRetirement<br />
EmolumentsEmoluments pensions pensions<br />
2010 2009 (see note 1) 2010 2009 (see note 1)<br />
EUR EUR EUR EUR<br />
Senior<br />
Management 2,954,086 2,956,218 107,344 119,723<br />
The Bank has granted advances and credits to the members of<br />
its Senior Management as follows:<br />
Advances Advances<br />
and credits and credits<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Senior management 53,046 26,183<br />
NOTE 31 - DEPOSIT GUARANTEE SCHEME<br />
On September 25, 1989, all credit institutions in the<br />
Luxembourg banking sector became members of the<br />
non-profit making association “Association pour la<br />
Garantie des Dépôts, Luxembourg” (“AGDL”).<br />
In accordance with the Law of April 5, 1993, as amended<br />
by the Law of June 11, 1997, the sole object of AGDL is<br />
the establishment of a mutual guarantee scheme covering<br />
deposits made by customers of member credit institutions<br />
(“the Guarantee”). The customers covered by the Guarantee<br />
include all depositors who are physical persons, whatever their<br />
nationality or country of residence. Also covered by the<br />
Guarantee are small companies constituted under the Law of<br />
a Member State of the European Union, whose size is such<br />
that they would be permitted to draw up abbreviated accounts<br />
pursuant to Article 35 of the Law of December 19, 2002 on<br />
commercial companies, as amended.<br />
In accordance with the Law of December 18, 2008 and<br />
with respect to each member, the Guarantee is limited to a<br />
maximum amount per depositor of EUR 100,000 or its foreign<br />
currency equivalent. No depositor can receive more than this<br />
sum, regardless of the number of accounts or deposits held<br />
in the sole or joint name of the depositor with the same<br />
credit institution.<br />
20
The Law of July 27, 2000 stipulates that banks must also belong<br />
to an investment Guarantee scheme. This additional Guarantee<br />
covers the reimbursement of claims resulting from investment<br />
transactions up to the amount of EUR 20,000.<br />
The total amount of the Guarantees which will in no case<br />
exceed EUR 120,000 per customer (EUR 100,000 deposit<br />
guarantee and EUR 20,000 investor compensation) represents<br />
an absolute figure and cannot be increased by any interest,<br />
charges or any other amount.<br />
As at December 31, 2010 and 2009, the Bank has set up a<br />
provision in recognition of its potential liabilities under the<br />
Guarantees within the limits set out in the Grand-Ducal<br />
Regulation of December 21, 1991 enacting Article 167 § 1 (5)<br />
of the income tax Law of December 4, 1967 (see note 18).<br />
During the year 2010, the additional amount of EUR 664,392<br />
(2009 (see note 1): EUR 508,287) has been allocated to the<br />
AGDL provision.<br />
No advances were paid in 2010 (2009 (see note 1): EUR<br />
600,815). During the year 2010, the Bank received<br />
reimbursements from AGDL for an amount of EUR 139,788<br />
(2009 (see note 1): EUR 326,692), posted in “Other operation<br />
income” (see note 27).<br />
As at December 31 the following balances with related parties<br />
are included on the liabilities side of the balance sheet:<br />
<strong>Af</strong>filiated <strong>Af</strong>filiated<br />
undertakings undertakings<br />
2010 2009 *<br />
EUR<br />
EUR<br />
Amounts owed to<br />
credit institutions 67,677,368 60,704,996<br />
Accruals and deferred<br />
income 56 0<br />
67,677,424 60,704,996<br />
*Figures disclosed for 2009 are just for information as the group of affiliated<br />
undertakings is existing since January 2010.<br />
The Bank has not entered into any material transaction with<br />
related parties (as defined in International Accounting Standard<br />
24“Related Party Disclosure”) which were not made on terms<br />
equivalent to those that prevail in arm’s length transactions<br />
as of December 31, 2010 and for the year then ended.<br />
At the request of the Bank, the CSSF has granted a total<br />
exemption for the exposures towards the credit institutions<br />
included in the consolidation scope of J.Safra Holding AG for<br />
the calculation of large exposure limits, in accordance with<br />
Part XVI, point 24 at Circular 06/213, as amended.<br />
NOTE 32 - RELATED PARTIES<br />
As at December 31 the following balances with related parties<br />
are included on the assets side of the balance sheet:<br />
<strong>Af</strong>filiated <strong>Af</strong>filiated<br />
undertakings undertakings<br />
2010 2009 *<br />
EUR<br />
EUR<br />
Loans and advances to<br />
credit institutions 80,548,231 72,628,561<br />
Prepayments and accrued<br />
income 0 3,760<br />
80,548,231 72,632,321<br />
*Figures disclosed for 2009 are just for information as the group of affiliated<br />
undertakings is existing since January 2010.<br />
21
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
NOTE 33 - FINANCIAL INSTRUMENT DISCLOSURES<br />
33.1. Primary non-trading financial instruments<br />
As at December 31, 2010, the analysis of primary non-trading financial instruments by class and residual maturity is the following:<br />
> 3 months > 1 year<br />
≤ 3 months ≤ 1 year ≤ 5 years > 5 years Total<br />
At carrying amount in EUR EUR EUR EUR EUR EUR<br />
Financial Assets<br />
Cash on hand 248,416 0 0 0 248,416<br />
Balances with the BCL 35,797,071 0 0 0 35,797,071<br />
Loans and advances<br />
to credit institutions 455,644,572 0 74,839,000 0 530,483,572<br />
Loans and advances<br />
to customers 433,715,786 20,348,886 692,388 6,548,480 461,305,540<br />
Listed government<br />
fixed-income securities 202,813,690 76,426,079 110,718,230 19,434,989 409,392,988<br />
Listed non government<br />
fixed-income securities 198,357,596 30,227,866 765,390,610 32,172,876 1,026,148,948<br />
Not listed non government<br />
fixed-income securities 0 0 0 395,590 395,590<br />
Shares and other<br />
variable-yield securities 1,290,732,385 0 0 0 1,290,732,385<br />
Total 2,617,309,516 127,002,831 951,640,228 58,551,935 3,754,504,510<br />
Financial Liabilities<br />
Amounts owed to credit institutions 563,104,354 50,188 0 0 563,154,542<br />
Amounts owed to customers 1,317,893,863 1,603,800 0 0 1,319,497,663<br />
Debts evidenced by certificates 49,063,257 44,302,993 1,448,697,376 998,507 1,543,062,133<br />
Subordinated debt 0 44,903,400 0 0 44,903,400<br />
Total 1,930,061,474 90,860,381 1,448,697,376 998,507 3,470,617,738<br />
Off-balance sheet items disclosed as<br />
contingencies and commitments<br />
Guarantees and assets pledged 11,720,543 10,699,414 2,552,959 0 24,972,916<br />
Forward purchases of securities 131,807,711 0 0 0 131,807,711<br />
Forward sales of securities 131,498,118 0 0 0 131,498,118<br />
Amounts not paid up on securities 38,751,017 0 0 0 38,751,017<br />
Settlement of spot securities transactions 2,655,079 0 0 0 2,655,079<br />
Total 316,432,468 10,699,414 2,552,959 0 329,684,841<br />
22
As at December 31, 2009 (see note1), the analysis of primary non-trading financial instruments by class and residual maturity was<br />
the following:<br />
> 3 months > 1 year<br />
≤ 3 months ≤ 1 year ≤ 5 years > 5 years Total<br />
At carrying amount in EUR EUR EUR EUR EUR EUR<br />
Financial Assets<br />
Cash on hand 169,418 0 0 0 169,418<br />
Balances with the BCL 224,988,718 0 0 0 224,988,718<br />
Loans and advances<br />
to credit institutions 572,470,467 0 0 0 572,470,467<br />
Loans and advances<br />
to customers 90,652,113 4,834,358 339,125 1,388,320 97,213,916<br />
Listed government<br />
fixed-income securities 186,115,060 5,446,938 239,014,168 24,914,897 455,491,063<br />
Listed non government<br />
fixed-income securities 324,563,255 40,595,621 22,679,470 382,088,839 769,927,185<br />
Not listed non government<br />
fixed-income securities 0 0 0 366,924 366,924<br />
Shares and other<br />
variable-yield securities 1,116,383,513 0 0 0 1,116,383,513<br />
Total 2,515,342,544 50,876,917 262,032,763 408,758,980 3,237,011,204<br />
Financial Liabilities<br />
Amounts owed to credit institutions 485,254,271 964,667 0 0 486,218,938<br />
Amounts owed to customers 1,401,606,500 2,311,553 0 0 1,403,918,053<br />
Debts evidenced by certificates 0 0 1,010,895,971 105,449,500 1,116,345,471<br />
Subordinated debt 0 0 41,649,600 0 41,649,600<br />
Total 1,886,860,771 3,276,220 1,052,545,571 105,449,500 3,048,132,062<br />
Off-balance sheet items disclosed as<br />
contingencies and commitments<br />
Guarantees and assets pledged 7,838,331 17,301,012 4,100,268 2,497,623 31,737,234<br />
Forward purchases of securities 509,270,099 0 0 0 509,270,099<br />
Forward sales of securities 510,738,213 0 0 0 510,738,213<br />
Amounts not paid up on securities 29,133,059 0 0 0 29,133,059<br />
Settlement of spot securities transactions 165,639 0 0 0 165,639<br />
Total 1,057,145,341 17,301,012 4,100,268 2,497,623 1,081,044,244<br />
23
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
33.2. Derivative non-trading financial instruments<br />
As at December 31, 2010, the analysis of derivative non-trading financial instruments by class and residual maturity is the following:<br />
> 3 months > 1 year<br />
≤ 3 months ≤ 1 year ≤ 5 years > 5 years Total<br />
At carrying amount in EUR EUR EUR EUR EUR EUR<br />
FINANCIAL ASSETS<br />
Instrument class<br />
Foreign exchange transactions<br />
Forwards 2,680,256,548 485,299,724 0 0 3,165,556,272<br />
Swaps 2,477,283,349 34,983,089 0 0 2,512,266,438<br />
Options 8,515,667 97,355,043 4,050,661 0 109,921,371<br />
Futures 1,222,075,609 0 0 0 1,222,075,609<br />
Securities transactions<br />
Options 385,258,973 0 0 0 385,258,973<br />
Interest rate transactions<br />
Interest rate swaps 0 26,942,075 26,942,075 13,470,681 67,354,831<br />
Total 6,773,390,146 644,579,931 30,992,736 13,470,681 7,462,433,494<br />
FINANCIAL LIABILITIES<br />
Instrument class<br />
Foreign exchange transactions<br />
Forwards 2,441,050,666 524,104,598 0 0 2,965,155,264<br />
Swaps 2,675,202,691 39,421,856 0 0 2,714,624,547<br />
Options 8,585,427 19,892,819 27,013,059 0 55,491,305<br />
Futures 707,628,508 0 0 0 707,628,508<br />
Interest rate transactions<br />
Interest rate swaps 0 64,406,526 84,515,791 60,896,572 209,818,889<br />
Total 5,832,467,292 647,825,799 111,528,850 60,896,572 6,652,718,513<br />
These amounts include derivative non-trading financial instruments with a trade date before December 31, 2010 and a value date<br />
after December 31, 2010.<br />
24
As at December 31, 2009 (see note 1), the analysis of derivative non-trading financial instruments by class and residual maturity<br />
was the following:<br />
> 3 months > 1 year<br />
≤ 3 months ≤ 1 year ≤ 5 years > 5 years Total<br />
At carrying amount in EUR EUR EUR EUR EUR EUR<br />
FINANCIAL ASSETS<br />
Instrument class<br />
Foreign exchange transactions<br />
Forwards 68,998,491 9,576,172 249,402 0 78,824,065<br />
Swaps 324,241,530 44,773,551 0 0 369,015,081<br />
Options 16,395,611 3,485,088 4,907,711 0 24,788,410<br />
Futures 387,792 3,906,373 0 4,294,165<br />
Securities transactions<br />
Options 353,186,172 0 0 0 353,186,172<br />
Interest rate transactions<br />
Interest rate swaps 0 9,405,802 22,164,376 45,376,927 76,947,105<br />
Total 762,821,804 67,628,405 31,227,862 45,376,927 907,054,998<br />
FINANCIAL LIABILITIES<br />
Instrument class<br />
Foreign exchange transactions<br />
Forwards 63,612,196 9,349,551 277,664 0 73,239,411<br />
Swaps 342,908,293 40,480,467 0 0 383,388,760<br />
Options 16,049,286 4,705,094 18,522,532 0 39,276,912<br />
Futures 0 0 5,344,203 0 5,344,203<br />
Interest rate transactions<br />
Interest rate swaps 0 9,405,803 65,986,395 11,106,483 86,498,681<br />
Total 422,569,775 63,940,915 90,130,794 11,106,483 587,747,967<br />
These amounts include derivative non-trading financial instruments with a trade date before December 31, 2009 and a value date<br />
after December 31, 2009.<br />
25
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
33.3. Information on credit risk on primary non-trading financial instruments<br />
The Bank is exposed to the following credit risk on primary non-trading financial instruments:<br />
FINANCIAL ASSETS<br />
By instrument class and geographic location<br />
Carrying amount Carrying amount<br />
2010 2009 (see note 1)<br />
in EUR<br />
in EUR<br />
Cash, balances with the BCL<br />
EU member countries 35,797,071 225,158,136<br />
35,797,071 225,158,136<br />
Loans and advances to credit institutions<br />
EU member countries 423,548,279 183,911,972<br />
Western Europe, non-EU member countries 24,765,718 24,836,756<br />
Eastern Europe, non-EU member countries 681,602 632,377<br />
Asia 427,605 117,441<br />
Oceania 1,137,553 37,046<br />
North America 11,220,614 224,128,276<br />
Central and South America 68,702,201 138,806,599<br />
530,483,572 572,470,467<br />
Loans and advances to customers<br />
EU member countries 18,815,960 4,942,596<br />
Western Europe, non-EU member countries 679,552 254,175<br />
Middle East 4,612,400 15,188<br />
North America 266,383,798 4,821,828<br />
Asia 7,587,101 7,969<br />
Oceania 849,410 680,971<br />
North <strong>Af</strong>rica 36,441 60,363<br />
Central and South America 162,340,878 86,430,826<br />
461,305,540 97,213,916<br />
Listed OECD government fixed-income securities<br />
EU member countries 75,304,582 135,725,023<br />
North America 0 27,766,400<br />
75,304,582 163,491,423<br />
Listed non OECD government fixed-income securities<br />
Asia 153,466,759 68,820,525<br />
Central and South America 226,332,306 223,179,115<br />
379,799,065 291,999,640<br />
Listed OECD non-government fixed-income securities<br />
North America 167,751,928 302,563,974<br />
Western Europe 19,630,130 18,525,999<br />
Oceania 62,003,210 57,755,056<br />
EU member countries 155,097,324 128,805,116<br />
404,482,592 507,650,145<br />
(continued)<br />
26
Carrying amount Carrying amount<br />
2010 2009 (see note 1)<br />
in EUR<br />
in EUR<br />
Listed non OECD non-government fixed-income securities<br />
Eastern Europe 3,689,563 3,422,209<br />
Central and South America 572,266,134 258,854,831<br />
575,955,697 262,277,040<br />
Unlisted non OECD non-government fixed-income securities<br />
Central and South America 395,588 366,925<br />
395,588 366,925<br />
Listed shares<br />
Central and South America 1,265,707,978 1,116,368,042<br />
Western Europe 4,003,408 0<br />
EU member countries 21,005,526 0<br />
1,290,716,912 1,116,368,042<br />
Unlisted shares<br />
EU member countries 15,472 15,471<br />
15,472 15,471<br />
Total 3,754,256,091 3,237,011,205<br />
33.4. Information on credit risk on derivative non-trading financial instruments<br />
As at December 31, 2010, the Bank is exposed to the following credit risk on derivatives non-trading financial instruments:<br />
Notional<br />
Risk-equivalent<br />
Amount<br />
Amount<br />
Use of initial risk method EUR EUR<br />
COUNTERPARTY SOLVENCY AND GEOGRAPHIC LOCATION<br />
Foreign exchange transactions<br />
Zone A credit institutions and financial institutions<br />
EU member countries 4,568,497,369 97,680,127<br />
North America 230,218,034 4,604,361<br />
Western Europe, non-EU member countries 869,072,953 17,392,685<br />
Oceania 46,618,802 932,376<br />
Zone B credit institutions and financial institutions<br />
Central and South America 46,264,227 1,175,828<br />
Private customers<br />
Western Europe, non-EU member countries 116,808,260 2,544,952<br />
Middle east 2,491,370 49,827<br />
EU member countries 250,739 5,015<br />
Central and South America 5,803,479,391 122,281,484<br />
(continued)<br />
27
BANQUE SAFRA - LUXEMBOURG, SOCIÉTÉ ANONYME<br />
NOTES TO THE ACCOUNTS<br />
DECEMBER 31, 2010<br />
Notional<br />
Risk-equivalent<br />
Amount<br />
Amount<br />
Use of initial risk method EUR EUR<br />
Interest rate transactions<br />
Zone A credit institutions and financial institutions<br />
EU member countries 170,258,943 3,438,856<br />
Western Europe, non-EU member countries 106,914,776 2,015,474<br />
Securities transactions<br />
Zone B credit institutions and financial institutions<br />
Central and South America 385,258,973 7,705,179<br />
Total 12,346,133,837 259,826,164<br />
As at December 31, 2009, the Bank was exposed to the following credit risk on derivatives non-trading financial instruments:<br />
Notional<br />
Risk-equivalent<br />
Amount<br />
Amount<br />
Use of initial risk method EUR EUR<br />
COUNTERPARTY SOLVENCY AND GEOGRAPHIC LOCATION<br />
Foreign exchange transactions<br />
Zone A credit institutions and financial institutions<br />
EU member countries 543,674,648 10,930,059<br />
North America 1,548,110 30,962<br />
Western Europe, non-EU member countries 46,408,804 955,941<br />
Zone B credit institutions and financial institutions<br />
Central and South America 5,366,280 128,004<br />
Private customers<br />
Western Europe, non-EU member countries 340,537,314 7,410,260<br />
EU member countries 1,853,409 37,068<br />
Central and South America 169,395,757 3,549,757<br />
Interest rate transactions<br />
Zone A credit institutions and financial institutions<br />
EU member countries 76,773,567 2,686,728<br />
Western Europe, non-EU member countries 86,672,220 2,528,530<br />
Securities transactions<br />
Zone B credit institutions and financial institutions<br />
Central and South America 353,188,608 1,765,943<br />
Total 1,625,418,717 30,023,252<br />
28
33.5. Fair value of derivative non-trading financial instruments<br />
As at December 31, 2010, the fair value of non-trading financial derivatives is as follows:<br />
2010 2009 (see note 1)<br />
EUR<br />
EUR<br />
Foreign exchange transactions<br />
Forward exchange transactions<br />
Positive results 82,082,647 2,347,869<br />
Negative results (75,423,784) (2,169,788)<br />
Net result on forward exchange transactions 6,658,863 178,081<br />
Swaps<br />
Positive results 58,391,458 2,067,972<br />
Negative results (62,286,687) (1,131,313)<br />
Net result on swaps (3,895,229) 936,659<br />
Options<br />
Positive results 1,861,140 374,126<br />
Negative results (10,064,125) (7,856,957)<br />
Net result on options (8,202,985) (7,482,831)<br />
The total foreign exchange transactions (5,439,351) (6,368,091)<br />
Interest rate transactions<br />
Interest rate swaps<br />
Positive results 1,319,229 714,632<br />
Negative results (3,373,018) (1,546,079)<br />
Net result on interest rate swaps (2,053,789) (831,447)<br />
Futures<br />
Positive results 24,721,998 0<br />
Negative results (11,868,612) 0<br />
Net result on futures 12,853,386 0<br />
The total interest rate transactions 14,907,175 (831,447)<br />
Securities transactions<br />
Options<br />
Positive results 1,849,648 0<br />
Negative results (8,148,855) (1,198,112)<br />
Net result on options (6,299,207) (1,198,112)<br />
The total securities transactions (6,299,207) (1,198,112)<br />
29